ASSET
PURCHASE AGREEMENT


 


This
Asset Purchase Agreement (the “Agreement”) is entered into as of this 31st day of May, 2016 (the “Effective
Date”), by and between Bevo Farms Ltd., a company incorporated under the laws of British Columbia with offices at 7170
Glover Road, Milner, BC V0X 1T0 (“Purchaser”), Non-Industrial Manufacture Inc., a corporation incorporated
under the laws of Alberta having an address of 72 Prestwick Estate Way, SE Calgary, Alberta T2Z 3Y9, and Urban Barns Foods Canada
Inc., a corporation incorporated under the laws of Canada having an address of 13000 Chemin Belanger, Mirabel, Quebec J7J 2N8
(collectively, the “Vendor”). Purchaser and Vendor may be referred to herein separately as a “Party”
or together as the “Parties”.


 


WHEREAS,
Vendor owns or controls intellectual property rights and know-how covering technology relating to the cultivation of fruits and
vegetables in a controlled environment, more specifically defined below as the “Technology”, and owns or controls
growing Equipment (as defined herein);


 


WHEREAS,
Purchaser desires to purchase, and Vendor desires to sell, all rights to the Technology and certain assets relating to the Technology
including the intellectual property rights covering the Technology, together with the other Purchased Assets (as defined herein)
including all Equipment.


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


Article
1

DEFINITIONS


 


	1.1	Definitions.
    
	 	 
	 	The
    following terms shall have the following meanings in this Agreement:.
	 	 
	1.1.1	“Affiliate”
    of a Party means any legal entity (such as a corporation, partnership, or limited liability company) that directly or indirectly
    Controls, is Controlled by or is under common Control with a Party. For the purposes of this definition, the term “Control”
    means: (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business
    organization with voting securities (or such other percentage as required to establish control in the relevant jurisdiction);
    (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business organization
    without voting securities; (or such other percentage as required to establish control in the relevant jurisdiction); or (iii)
    the ability, via contract or otherwise, to direct the affairs of any such entity.
	 	 
	1.1.2	“Agreement”
    means this Asset Purchase Agreement, together with the Schedules hereto, and any instrument amending this Agreement as referred
    to in Section 8.10.
	 	 
	1.1.3	“Asset
    Transfer Period” has the meaning ascribed to it in Section 3.8.


 




    	 	 	 



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	1.1.4	“Closing”
    means the closing of the sale and purchase of, and transfer of title to, the Purchased Assets (and the transactions contemplated
    in this Agreement), as provided in Article 3.
	 	 
	1.1.5	“Closing
    Date” means 9:00 a.m. (Vancouver local time) on the Effective Date.
	 	 
	1.1.6	“Contract”
    means the License Agreement and the Royalty Payment contemplated therein.
	 	 
	1.1.7	“Equipment”
    means the equipment of the Vendor being acquired by the Purchaser which is listed in Schedule F, attached hereto and
    incorporated herewith.
	 	 
	1.1.8	“Improvements”
    means any and all ideas, inventions, improvements, discoveries, developments, trade secrets, data and design rights and other
    forms of intellectual property made, conceived, or actually or constructively reduced to practice which are derived or arise
    from, or related or ancillary to the Technology, which the Vendor may do, get or acquire.
	 	 
	1.1.9	“Inventory”
    means the inventory of the Vendor being acquired by the Purchaser which is listed in Schedule G, attached hereto and
    incorporated herewith.
	 	 
	1.1.10	“Know-How”
    means technical and other information that is not subject to published patent rights and that is not in the public domain,
    including, but not limited to, information comprising or relating to concepts, discoveries, data, designs, formulae, ideas,
    inventions, methods, assays, research, procedures, designs for experiments and tests and results of experimentation and testing,
    including results of research and development, manufacturing processes specifically relating to the Technology. Know-How includes
    documents containing Know-How.
	 	 
	1.1.11	“License
    Agreement” means the License Agreement between the Vendor and Bevo Agro Inc. of January 22, 2016, as assigned to
    Forty Foot Farms Ltd. as of February 11, 2016.
	 	 
	1.1.12	“Patents”
    means all patents and pending patent applications covering the Technology including any and all substitutions, continuations,
    continuations-in-part, renewals, supplementary protection certificates, registrations, extensions, reissues, reexaminations
    or divisionals, foreign equivalents or counterparts, and other filings thereof, containing claims that specifically cover
    the Technology, and including any patents and granted patents arising from the pending applications, which are listed in Schedule
    B, attached hereto and incorporated herewith.
	 	 
	1.1.13	“Purchase
    Price” has the meaning ascribed to it in Section 4.1.
	 	 
	1.1.14	“Purchased
    Assets” means the following assets to be acquired by Purchaser pursuant to this Agreement:


 




    	 	 	 



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	 	(a)	the
    Technology;
	 	 	 
	 	(b)	the
    Patents and information and hard-copy records used by Vendor in filing, prosecuting, reviving, maintaining, renewing, enforcing,
    and defending the Patents, and file wrappers and hard-copy correspondence with the patent office in all jurisdictions in which
    the Patents are pending or granted;
	 	 	 
	 	(c)	any
    Know-How relating to the Technology developed, acquired or licensed to Vendor prior to the Closing Date;
	 	 	 
	 	(d)	any
    and all Improvements;
	 	 	 
	 	(e)	the
    Trademarks;
	 	 	 
	 	(f)	the
    Equipment;
	 	 	 
	 	(g)	the
    Inventory; and
	 	 	 
	 	(h)	the
    Contract.


 


	1.1.15	“Royalty
    Payment” means the royalty payment contained in the License Agreement.
	 	 
	1.1.16	“Technology”
    means all technologies owned by, controlled by or exclusively licensed to the Vendor related to CUBIC FARMING technology relating
    to the cultivation of fruits and vegetables in a controlled environment, including, without limitation all growing and cultivating
    technology, including lighting, machine design, and all knowledge garnered through the experience of growing in the controlled
    environment.
	 	 
	1.1.17	“Territory”
    means all countries and territories of the world.
	 	 
	1.1.18	“Third
    Party” means any party other than Vendor or Purchaser or each of their respective Affiliates.
	 	 
	1.1.19	“Trademarks”
    means all trademarks and pending trademark applications used in connection with the Technology, which are listed in Schedule
    B, attached hereto and incorporated herewith, including any and all common law rights and goodwill associated therewith.


 


Article
2

ASSIGNMENT; REGISTRATION


 


	2.1	Assignment
    of Purchased Assets. 
	 	 
	 	Subject
    to the terms and conditions of this Agreement, on the Closing Date Vendor shall sell, assign, convey, transfer and deliver
    to Purchaser, and Purchaser shall purchase and accept from Vendor, the entire ownership, right, title and interest of Vendor
    in and to the Purchased Assets, free and clear of all liens.


 




    	 	 	 



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	2.2	Access.
    
	 	 
	 	Subject
    to reasonable advance notice to Vendor, Vendor shall provide Purchaser and its employees and authorized representatives with
    reasonable access, during normal business hours, to the offices, properties, records, books and documents of Vendor, and will
    furnish Purchaser with such additional financial and operating records and other information related to the Purchased Assets
    as Purchaser may from time to time request.
	 	 
	2.3	Registration
    of Purchased Assets. 
	 	 
	 	Upon
    the reasonable request of Purchaser, Vendor shall provide reasonable support to Purchaser, at no cost to Purchaser, to assist
    Purchaser with the transfer and registration of the Purchased Assets and to respond to official actions relating to the Purchased
    Assets. Vendor shall execute and deliver, or cause to be executed and delivered, at no cost to Purchaser, any and all documents
    reasonably requested by Purchaser that may be necessary, in accordance with the rules and regulations of the various patent
    offices worldwide, to transfer to Purchaser, its successors or other legal representative, Vendor’s right, title and
    interest in and to the Purchased Assets and to register the transfer at the Patent and Trademark Office of the United States
    and other patent offices in the Territory where Patents have been granted or are pending. If Purchaser elects to record this
    Agreement or any other documents with United States or foreign governmental authorities or registries, Purchaser shall bear
    the costs and fees associated with recording, but Vendor shall provide timely cooperation to Purchaser as reasonably requested
    at no cost to Purchaser.
	 	 
	2.4	Grant
    Back License. 
	 	 
	 	Subject
    to the terms and conditions of this Agreement, on the Closing Date Purchaser shall grant to the Vendor a fully-paid and royalty-free,
    non-sublicensable license under the Patents, Know-How and Trademarks to make, have made, use, offer for sale, sell and import
    fruits and vegetables in the Territory for a term commencing upon the Closing Date and continuing until December 31, 2016
    (the “Grant Back License”). Upon expiry of the Grant Back License, Vendor shall cease all use of the Patents,
    Know-How and Trademarks.


 


Article
3

CLOSING


 


	3.1	Closing
    and Closing Date. 
	 	 
	 	The
    Closing of the transactions contemplated herein shall take place simultaneously with the execution and delivery of this Agreement
    on the Closing Date at the offices of the Purchaser, or such other place agreed to by the parties.
	 	 
	3.2	Closing
    Deliverables.


 


	 	(a)	On
    the Closing Date, the Vendor shall execute and deliver or cause to be executed and delivered to the Purchaser:


 




    	 	 	 



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	 	(i)	the
    Bill of Sale, in the form of Schedule C, attached hereto and incorporated herein;
	 	 	 
	 	(ii)	all
    such instruments and documents, in form and substance acceptable to Purchaser, as may be necessary to effect the Closing;
	 	 	 
	 	(iii)	the
    Assignment of Patent Rights in the form of Schedule D, attached hereto and incorporated herein;
	 	 	 
	 	(iv)	the
    Assignment of Trademark Rights in the form of Schedule E, attached hereto and incorporated herein;
	 	 	 
	 	(v)	assignments
    in respect of the Contract; and
	 	 	 
	 	(vi)	payout
    statements from each of the secured creditors of the Vendor, setting out such amounts as may be required to release any security
    interest such creditors may have over the Purchased Assets.


 


	 	(b)	On
    the Closing Date, the Purchaser shall deliver the Purchase Price as provided in Section 4.1, on such trust conditions as may
    be necessary to ensure the release the security interests referenced in the payout statements referred to above.


 


	3.3	Conditions
    of Obligations of Vendor. 


 


The
obligations of Vendor to effect the transactions contemplated hereby are also subject to the satisfaction of the following conditions,
unless waived in writing by Purchaser:


 


	 	(a)	the
    representations and warranties of Vendor set forth in this Agreement shall be true and correct as of the Closing Date;
	 	 	 
	 	(b)	Vendor
    shall have performed all conditions, obligations and covenants required to be performed by it under this Agreement prior to
    the Closing Date; and
	 	 	 
	 	(c)	Purchaser
    shall have received duly executed copies of any and all Third Party consents, approvals, assignments contemplated by this
    Agreement and necessary to transfer all of Vendor’ interest in the Purchased Assets, in form and substance reasonably
    satisfactory to Purchaser.


 


	3.4	Conditions
    of Obligations of Purchaser. 


 


The
obligations of Purchaser to effect the transactions contemplated hereby are also subject to the satisfaction of the following
conditions, unless waived in writing by Vendor:


 


	 	(a)	The
    representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the Closing Date;
    and
	 	 	 
	 	(b)	Purchaser
    shall have performed all conditions, obligations and covenants required to be performed by it under this Agreement prior to
    the Closing Date.


 




    	 	 	 



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	3.5	Transfer
    on Closing Date. 
	 	 
	 	Vendor
    shall be responsible for the physical transfer of the Purchased Assets (including compliance and costs associated with any
    export control laws or regulations and any required governmental authorizations) to Purchaser’s chosen destination within
    Canada on the Closing Date.
	 	 
	3.6	Risk
    of Loss. 
	 	 
	 	Up
    to the Closing Date, the Purchased Assets shall be and remain at the risk of Vendor and risk of loss of the Purchased Assets
    shall only pass to Purchaser upon receipt of the Purchased Assets by Purchaser on the Closing Date.
	 	 
	3.7	Expenses
    for Transfer of the Purchased Assets. 
	 	 
	 	Except
    as provided in this Agreement, Purchaser shall be responsible for all costs related to the recordation and perfection of the
    assignment of the Purchased Assets and Purchaser shall bear all costs and fees imposed by governmental authorities related
    thereto and all postage costs. Except as otherwise expressly provided herein, all other costs, fees and expenses arising from
    the transfer of the Purchase Assets to Purchaser as contemplated by this Agreement shall be paid by the Party incurring such
    costs and expenses.
	 	 
	3.8	Asset
    Transfer Period and Additional Data. 
	 	 
	 	During
    the period between the Closing Date and thirty (30) days thereafter (the “Asset Transfer Period”), Vendor
    shall train Purchaser personnel in the use of the Technology at mutually convenient locations and at mutually convenient times.
    In the event that Purchaser seeks additional data from Vendor pertaining to the Purchased Assets, Purchaser may, during the
    Asset Transfer Period, make a specific request of Vendor for copies of such additional data. If, despite Vendor’ reasonable
    endeavors it cannot locate such additional data, Vendor shall promptly notify Purchaser in writing.
	 	 
	3.9	Improvements.
    
	 	 
	 	The
    Vendor shall make prompt written disclosure to Purchaser of all Improvements whether made before or after the Closing Date
    and shall assign to Purchaser any such Improvements.


 


Article
4

PURCHASE PRICE


 


	4.1	Purchase
    Price. 
	 	 
	 	In
    consideration of Vendor’s assignment and sale of the Purchased Assets to Purchaser, Purchaser shall pay to the Vendor
    the amount of $50,000.00 for the Patents, purchased from Non-Industrial Manufacture Inc. and $100,000.00 for the remainder
    of the Purchased Assets for an all inclusive total purchase price of $150,000.00 (the “Purchase Price”).


 




    	 	 	 



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	4.2	Manner
    of Payment of Purchase Price. 
	 	 
	 	On
    the Closing Date, Purchaser shall deliver to the Vendor a certified cheque or bank draft representing the Purchase Price.
    A deposit of $25,000.00 was delivered on May 31, 2016, by way of wire transfer, and the balance of $125,000.00 is to be wired
    in the form of a $50,000.00 wire transfer to Non-Industrial Manufacture Inc. and a $75,000.00 wire transfer to Urban Barns
    Foods Canada Inc.
	 	 
	4.3	Taxes.
    
	 	 
	 	Purchaser
    shall be responsible for and shall pay all foreign, federal, provincial and local taxes payable in connection with the acquisition
    and transfer of the Purchased Assets to Purchaser by Vendor. Vendor shall be responsible for and shall pay all foreign, federal,
    provincial and local taxes payable on any income or gain resulting from the sale of the Purchased Assets to Purchaser. If
    Purchaser is required to withhold and remit any tax to the revenue authorities in any country in the Territory regarding the
    Purchase Price due to the laws of such country, such amount will be withheld by Purchaser and Purchaser shall notify Vendor
    and furnish Vendor with copies of any documentation evidencing such withholding.


 


Article
5

CONFIDENTIALITY


 


	5.1	Confidential
    Information.
	 	 
	 	“Confidential
    Information” means all information disclosed by a Party to the other Party that would reasonably be regarded as
    of a confidential or commercially sensitive nature by the disclosing Party, including any matter relating to or arising in
    connection with this Agreement or the business or affairs of the disclosing Party. Without limitation, Confidential Information
    will include any confidential or commercially sensitive information relating to Purchaser and Vendor and any of their Affiliates.
    For purposes of clarification, on the Closing Date, the Purchased Assets shall be deemed the Confidential Information of Vendor
    and thereafter shall be deemed the Confidential Information of Purchaser and no longer the Confidential Information of Vendor.
	 	 
	5.2	Exclusions.
    


 


Confidential
Information excludes the following:


 


	 	(a)	information
    which at the time of disclosure hereunder is already in the public domain;
	 	 	 
	 	(b)	information
    which becomes available to the public after the Closing Date through no fault of the receiving Party; or
	 	 	 
	 	(c)	information
    which the receiving Party receives from a Third Party which has no confidentiality obligation to the disclosing Party and
    duly possesses it.


 




    	 	 	 



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	5.3	Non-Disclosure
    of Confidential Information.
	 	 
	 	The
    receiving Party shall not use the disclosing Party’s Confidential Information in any manner whatsoever other than solely
    in connection with the performance of its obligations under this Agreement.
	 	 
	5.4	Disclosure
    Required By Law. 
	 	 
	 	Notwithstanding
    the foregoing, Confidential Information may be disclosed to the extent required by law, regulation or order of a competent
    authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving Party; provided
    that, where practicable, the disclosing Party is given reasonable advance notice of the intended disclosure and the right
    to attempt to protect the confidentiality of the Confidential Information before any governmental agency.
	 	 
	5.5	Confidential
    Information and the Grant Back License. 
	 	 
	 	With
    respect to Confidential Information of Purchaser that may be necessary for the Vendor, its Affiliates and sublicensees to
    exercise the Grant Back License, the Vendor, its Affiliates and sublicensees shall maintain the confidentiality of such Confidential
    Information, and shall only use such Confidential Information as may be required to exercise the Grant Back License.
	 	 
	5.6	Publicity.
    
	 	 
	 	Each
    of the Parties hereto agrees not to disclose to any Third Party the financial or other material terms of this Agreement without
    the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under
    circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.


 


Article
6

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


	6.1	Representations
    and Warranties of Purchaser.



 


Purchaser
hereby represents and warrants to Vendor, and acknowledges that Vendor is relaying on such representations and warranties in connection
with the transactions contemplated by this Agreement, that as of the Closing Date:


 


	 	(a)	Incorporation,
    Organization and Qualification of Purchaser. Purchaser is a corporation duly incorporated, validly existing and in good
    standing under the law of the jurisdiction of its incorporation, and has the corporate power to own or lease its property
    and to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement. Purchaser is
    duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction where the nature of the
    business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to so qualify
    does not in the aggregate have a material adverse effect on its respective businesses as a whole.


 




    	 	 	 



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	 	(b)	Corporate
    Action. This Agreement, and any other agreements and instruments executed in connection herewith and therewith are the
    valid and binding obligations of Purchaser, enforceable with their respective terms, subject to bankruptcy, insolvency or
    similar laws of general application affecting the enforcement of rights of creditors, and subject to equitable principles
    limiting rights to specific performance or other equitable remedies and subject to the effect of federal and state securities
    laws on the enforceability of indemnification provisions relating to liabilities arising under such laws. The execution, delivery
    and performance of this Agreement and any other agreement and instruments executed in connection herewith and therewith have
    been duly authorized by all necessary corporate action.
	 	 	 
	 	(c)	Compliance
    with Law. Purchaser has complied and is in compliance with all applicable foreign, federal, provincial, state and local
    laws, statutes, licensing requirements, rules and regulations, and judicial or administrative decisions applicable to Purchaser
    in connection with the transaction contemplated hereby.


 


	6.2	Representations,
    Warranties and Covenants of Vendor. 


 


The
Vendor hereby represents, warrants, and covenants to Purchaser, and acknowledges that Purchaser is relying on such representations,
warranties and covenants in connection with the transactions contemplated by this Agreement, that as of the Closing Date:


 


	 	(a)	Incorporation,
    Organization and Qualification of Vendor. The Vendor is a corporation duly incorporated, validly existing and in good
    standing under the law of the jurisdiction of its incorporation, and has the corporate power to own or lease its property
    and to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement. The Vendor is
    duly qualified to do business and is in good standing in every jurisdiction where the nature of the business conducted by
    it makes such qualification necessary, except in such jurisdictions where the failure to so qualify does not in the aggregate
    have a material adverse effect on its respective businesses as a whole.
	 	 	 
	 	(b)	Corporate
    Action. This Agreement, and any other agreements and instruments executed in connection herewith and therewith are the
    valid and binding obligations of Vendor, enforceable with their respective terms, subject to bankruptcy, insolvency or similar
    laws of general application affecting the enforcement of rights of creditors, and subject to equitable principles limiting
    rights to specific performance or other equitable remedies and subject to the effect of federal and state securities laws
    on the enforceability of indemnification provisions relating to liabilities arising under such laws. The execution, delivery
    and performance of this Agreement and any other agreement and instruments executed in connection herewith and therewith have
    been duly authorized by all necessary corporate action.


 




    	 	 	 



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	 	(c)	Compliance
    with Law. To the best of Vendor’ knowledge, Vendor and its Affiliates have complied and are in compliance with all
    applicable foreign, federal, provincial, state and local laws, statutes, licensing requirements, rules and regulations, and
    judicial or administrative decisions applicable to their ownership and use of the Purchased Assets.
	 	 	 
	 	(d)	Title
    to Purchased Assets


 


	 	(i)	Vendor
    is the sole and exclusive owner of the Purchased Assets, and on the Closing Date the Purchased Assets will be delivered to
    the Purchaser free and clear of any and all liens, pledges, mortgages, security interests, restrictions, and encumbrances.
    By virtue of the deliveries made on the Closing Date, Purchaser will obtain good and marketable title to all of the Purchased
    Assets, free and clear of any and all liens, pledges, mortgages, security interests, restrictions and encumbrances. To the
    best of Vendor’ knowledge no government funds, equipment, facilities, personnel or other resources were used in connection
    with the discovery or development of the Purchased Assets.
	 	 	 
	 	(ii)	Vendor
    has not granted and will not grant any right to any Affiliate or Third Party which would conflict with the rights granted
    to Purchaser hereunder and Vendor will not take (or cause any other person or entity to take) any action that will conflict
    with, contravene or otherwise limit or restrict the rights of Purchaser or the right of Purchaser to enjoy the benefits of
    this Agreement or exclusive ownership and use of the Purchased Assets.
	 	 	 
	 	(iii)	Schedule
    B lists all Patents covering or claiming the Technology including any patent term extensions, supplementary protection certificates,
    registrations, extensions, reissues, reexaminations or divisionals thereof, and including any granted patents arising from
    the pending applications.
	 	 	 
	 	(iv)	Schedule
    B lists all Trademarks used, registered or applied to be registered in connection with the Technology.


 


	 	(e)	Litigation.
    No action, claim, suit, proceeding or investigation is pending in respect of the Purchased Assets. There is no judgment,
    decree, injunction, rule or order of any court, governmental department, commission agency, instrumentality or arbitrator
    or other similar ruling outstanding against Vendor or its Affiliates relating to the Purchased Assets. No action, claim, suit
    proceeding or investigation is pending or threatened by Vendor or its Affiliates, nor, to Vendor’s knowledge, is there
    any basis for such, against any Third Party relating to the Purchased Assets.
	 	 	 
	 	(f)	No
    Existing Claims of Infringement. To the knowledge of Vendor, there are no claims existing against Vendor or its Affiliates
    asserting that the manufacture, use or sale of the Technology infringes, constitutes contributory infringement, inducement
    to infringe or misappropriation of any patent rights, trade secret rights, or other intellectual property or proprietary rights
    of any Third Party.


 




    	 	 	 



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	 	(g)	Taxes;
    Maintenance Fees. All taxes imposed by any government or instrumentality that are due or payable by Vendor or any of its
    Affiliates with respect to the Purchased Assets, and all interest and penalties thereon, whether disputed or not, and that
    would result in the imposition of a lien, claim or encumbrance on any of the Purchased Assets, other than taxes that are not
    yet due and payable, have been paid in full, all tax returns required to be filed in connection therewith with respect to
    the Purchased Assets have been accurately prepared and duly and timely filed. To the best of Vendor’ knowledge, all
    taxes imposed by any other country or any state or other government thereof, or any other taxing authority, that are due or
    payable by Vendor or any of its Affiliates with respect to the Purchased Assets and all interest and penalties thereon, whether
    disputed or not, and that would result in the imposition of a lien, claim or encumbrance on any of the Purchased Assets, other
    than taxes that are not yet due and payable, have been paid in full, all tax returns required to be filed in connection therewith
    with respect to the Purchased Assets have been accurately prepared and duly and timely filed. Vendor is not delinquent in
    the payment of any foreign or domestic tax, assessment or governmental charge or deposits that would result in the imposition
    of a lien, claim or encumbrance on any of the Purchased Assets or against Purchaser and neither Vendor nor any of its Affiliates
    has a tax deficiency or claim outstanding, proposed or assessed against it, and to Vendor’s knowledge there is no basis
    for any such deficiency or claim, that would result in the imposition of any lien, claim or encumbrances on any of the Purchased
    Assets or against Purchaser. All maintenance fees and any other fees for the Patents have been timely paid.
	 	 	 
	 	(h)	Full
    Disclosure. This Agreement and the Schedules attached hereto, when taken as a whole, do not contain any untrue statement
    of a material fact nor, to Vendor knowledge, information and belief, omit to state a material fact necessary in order to make
    the statements contained herein or therein not misleading.


 


Article
7

INDEMNIFICATION AND LIABILITY


 


	7.1	Indemnification
    by Vendor. 


 


Vendor
shall indemnify, defend and hold harmless Purchaser, its Affiliates, and each of their respective members, directors, officers,
employees, advisors and agents (collectively, the “Purchaser Indemnitees”) from and against any and all suits,
actions, damages, liabilities, claims (including death and bodily injury), demands, obligations, losses, fees, costs and expenses
or money judgments (including reasonable attorneys’ fees) (collectively, “Claims”) incurred by or rendered
against any Purchaser Indemnitee which arise out of or in connection with:


 




    	 	 	 



    	- 12 -



    

 


	 	(a)	any
    Claims related to the Purchased Assets or against the Purchased Assets, in each case based upon events which occurred at or
    prior to the Closing Date;
	 	 	 
	 	(b)	any
    liabilities of Vendor or its Affiliates to the extent related to the Purchased Assets and existing as of, or prior to, the
    Closing Date or based on actions taken or omissions to act that occurred prior to the Closing Date (including any infringement
    or misappropriation of Third Party patents or intellectual property);
	 	 	 
	 	(c)	any
    breach or inaccuracy of any representation, warranty or covenant of Vendor set forth in this Agreement;
	 	 	 
	 	(d)	the
    gross negligence or willful misconduct of any Vendor Indemnitees; or
	 	 	 
	 	(e)	the
    development, manufacture, licensing, marketing, promotion, importation, exportation, sale or other use of any service provided
    or product made through the use of the Grant Back License prior to or after the Closing Date.


 


	7.2	Indemnification
    of Vendor. 


 


Purchaser
shall indemnify, defend and hold harmless Vendor and its Affiliates and each of their respective members, directors, officers,
employees, advisors and agents (collectively, the “Vendor Indemnitees”) from and against all Claims incurred
by or rendered against any Vendor Indemnitee which arise out of or in connection with:


 


	 	(a)	any
    breach or inaccuracy of any representation, warranty or covenant of Purchaser set forth in this Agreement; or
	 	 	 
	 	(b)	the
    gross negligence or willful misconduct of the Purchaser.


 


	7.3	Notice
    of Claims.


 


If
an Indemnified Party becomes aware of a claim in respect of which indemnification is provided for pursuant to the provisions of
Article 7 hereof, the Indemnified Party shall give written notice of the Claim to the Indemnifying Party. Such notice shall specify
whether the Claim arises as a result of a Claim by a Person against the Indemnified Party (a “Third Party Claim”)
or whether the Claim does not so arise (a “Direct 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.


 


	7.4	Direct
    Claims. 
	 	 
	 	In
    the case of a Direct Claim, the party in respect of whom the Claim has been made (the “Indemnifying Party”)
    shall have ten days from receipt of notice of the Claim within which to make such investigation of the Claim as the Indemnifying
    Party considers necessary or desirable. For the purpose of such investigation, the party seeking indemnification (the “Indemnified
    Party”) shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate
    the Claim, together with all such other information as the Indemnifying Party may reasonably request. If the parties agree
    at or before the expiration of such ten day period (or any mutually agreed upon extension thereof) to the validity and amount
    of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim,
    failing which the Indemnified Party may bring an action in the courts of British Columbia in respect of such Claim.


 




    	 	 	 



    	- 13 -



    

 


	7.5	Third
    Party Claims. 
	 	 
	 	In
    the case of a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume
    control of the negotiation, settlement or defence of the Third Party Claims by advising the Indemnified Party of its election
    within 30 days of the date it receives notice of the Claim. The Indemnifying Party’s right to do so shall be subject
    to the rights of any insurer or other third party who has potential liability in respect of that Third Party Claim. If the
    Indemnifying Party elects to assume such control, the Indemnifying Party shall reimburse the Indemnified Party for all of
    the Indemnified Party’s reasonable out-of-pocket expenses incurred as a result of such participation or assumption.
    At the expense of the Indemnifying Party, the Indemnified Party shall have the right to participate in the negotiation, settlement
    or defence of such Third Party Claim and to retain counsel to act on its behalf. The Indemnified Party shall co-operate with
    the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defence and for
    this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access
    on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements
    as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the
    Third Party Claim. If, having elected to assume control of the negotiation, settlement or defence of the Third Party Claim,
    the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defence with reasonable diligence, then
    the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained
    by the Indemnified Party with respect to such Third Party Claim.
	 	 
	 	If
    the Indemnifying Party fails to assume control of the defence of any Third Party Claim within 30 days of the date it receives
    notice of the Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether
    or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying
    Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not
    be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the
    proposed settlement amount if any such consent is not obtained for any reason within a reasonable time after the request therefor.
	 	 
	7.6	Limitation
    of Indemnification. 
	 	 
	 	NEITHER
    PARTY NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
    WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY LOST DATA, LOST REVENUE OR LOST PROFITS, EVEN IF
    THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.


 




    	 	 	 



    	- 14 -



    

 


Article
8

MISCELLANEOUS


 





	8.1	Assignment;
    Binding Effect.
	 	 
	 	This
    Agreement shall not be assignable by either Party to any Third Party without the written consent of the other Party hereto.
    Notwithstanding the foregoing, either Party may assign this Agreement, without the written consent of the other Party, to
    an Affiliate or to an entity that acquires all or substantially all of the business or assets of such Party to which this
    Agreement pertains in connection with a merger, acquisition, sale or similar reorganization or the sale of all or substantially
    all of its assets, and such Third Party agrees in writing to be bound by the terms and conditions of this Agreement. This
    Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment
    not in accordance with this Agreement shall be void.
	 	 
	8.2	Notices.
	 	 
	 	All
    notices hereunder shall be in writing and shall be deemed given if delivered personally or by email transmission (followed
    by an actual document), mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express
    courier service, to the Parties at the following addresses (or at such other address for a Party as will be specified by like
    notice; provided, that notices of a change of address shall be effective only upon receipt thereof).




 


If
to Purchaser:


 


Bevo
Farms Ltd.


7170
Glover Rd.


Milner,
BC V0X 1T0


 


Attn:
Leo Benne


Email:
leobenne@bevofarms.com


 


with
copies to:


 


Fasken
Martineau DuMoulin LLP


Barristers
& Solicitors


2900-550
Burrard Street


Vancouver,
BC V6C 0A3


 


Attn:
Steve Saville


Email:
ssaville@fasken.com


 




    	 	 	 



    	- 15 -



    

 


If
to Vendors:


 


Urban
Barns Foods Canada Inc.


13000
Chemin Belanger


Mirabel,
Quebec J7J 2N8


 


And


 


Non-Industrial
Manufacture Inc.


72
Preswick Estates Way, SE


Calgary,
AB T2Z 3Y9


 


Attn:
Robyn Jackson


Email:
robynjackson72@hotmail.com; rjackson@urbanbarns.com


 


	8.3	No
    Waiver. 
	 	 
	 	The
    waiver from time to time by either of the Parties of any of their rights or their failure to exercise a remedy will not operate
    or be construed as a continuing waiver of same or of any other of such Party’s rights or remedies provided in this Agreement
    or excuse a similar subsequent failure to perform any such term or condition. Neither Party may waive or release any of its
    rights or interests in this Agreement except in writing.
	 	 
	8.4	Severability.
	 	 
	 	If
    any term, covenant or condition of this Agreement or the application thereof to any Party or circumstance will, to any extent,
    be held to be invalid or unenforceable, then (a) the remainder of this Agreement, or the application of such term, covenant
    or condition to Parties or circumstances other than those as to which it is held invalid or unenforceable, will not be affected
    thereby and each term, covenant or condition of this Agreement will be valid and be enforced to the fullest extent permitted
    by law; and (b) the Parties covenant and agree to renegotiate any such term, covenant or application thereof in good faith
    in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application
    thereof that is invalid or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are
    to be effectuated.
	 	 
	8.5	Headings.
	 	 
	 	Headings
    used herein are for convenience only and will not in any way affect the construction of or be taken into consideration in
    interpreting this Agreement.
	 	 
	8.6	Relationship
    of the Parties.
	 	 
	 	Nothing
    herein will be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture
    between the Parties. Each Party is an independent contractor. Neither Party will assume, either directly or indirectly, any
    liability of or for the other Party. Neither Party will have the authority to bind or obligate the other Party and neither
    Party will represent that it has such authority.


 




    	 	 	 



    	- 16 -



    

 


	8.7	Further
    Assurances. 
	 	 
	 	Each
    Party shall execute and cause to be delivered to each other Party such instruments and other documents, and shall take such
    other actions, as such other Party may reasonably request (prior to, at or after the Closing Date) for the purpose of carrying
    out or evidencing any of the transactions contemplated by this Agreement.
	 	 
	8.8	Governing
    Law. 
	 	 
	 	This
    Agreement and any disputes arising from the performance or breach hereof shall be governed by and construed in accordance
    with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts
    of laws principles and the courts of the Province of British Columbia shall have exclusive jurisdiction.
	 	 
	8.9	Remedies
    Cumulative. 
	 	 
	 	Except
    as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with
    and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of
    any one remedy will not preclude the exercise of any other remedy. If any action at law or in equity is necessary to enforce
    or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs
    and necessary disbursements in addition to any other relief to which such Party may be entitled.
	 	 
	8.10	Entire
    Agreement; Amendment. 
	 	 
	 	This
    Agreement, including the Schedules hereto, constitutes the entire agreement between the Parties with respect to the transactions
    provided for herein and, except as stated in this Agreement and in the instruments and documents to be executed and delivered
    pursuant hereto, contains all of the agreements between the Parties and there are no verbal agreements or understandings between
    the Parties not reflected in this Agreement. This Agreement may not be amended or modified in any respect except by written
    instrument which shall be executed by each of the Parties.
	 	 
	8.11	Counterparts.
    
	 	 
	 	This
    Agreement may be executed in two counterparts and by electronic transmission, each of which will be deemed an original, and
    all of which together will constitute one and the same instrument.


 




    	 	 	 



    	- 17 -



    

 


IN
WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the Effective Date.


 


	Bevo
    Farms Ltd.	 	 	 
	 	 	 	 
	By:	/s/
    Leo Benne	 	 	 
	 	 	 	 	 
	Name:	Leo
    Benne	 	 	 
	 	 	 	 	 
	Title:	President	 	 	 


 


	Non-Industrial
    Manufacture Inc.	 	Urban
    Barns Foods Canada Inc.
	 	 	 
	By:	/s/
    Robyn Jackson	 	By:	/s/
    Robyn Jackson
	 	 	 	 	 
	Name:	Robyn
    Jackson	 	Name:	Robyn
    Jackson
	 	 	 	 	 
	Title:	President	 	Title:	President


 




    	 	 	 



    	



    

 


Schedule
A

TECHNOLOGY


 




    	 	 	 



    	



    

 


Schedule
B

PATENTS & TRADEMARKS


 


PATENTS


 





 





 




    	 	 	 



    	- 20 -



    

 


TRADEMARKS


 


	Trademark	 	Appl./Reg.

    No.	 	Goods/Services	 	Status
	 	 	 	 	 	 	 
	CUBIC
    FARMING	 	Appl.
    No. 1666015	 	GOODS:

                                                                                (1)
                                         Live plants.

                                                                                (2)
                                         Mechanized assembly line growing modules for the production of living plants in a climate
                                         controlled environment.   

                                                                                 

                                                                                SERVICES:

                                                                                (1)
                                         Consulting with respect to live plant production; Development of a mechanized growing
                                         system for the production of living plants in a climate controlled environment; Production
                                         of live plants in a mechanized assembly line climate controlled growing environment.
	 	Allowed.
	 	 	 	 	 	 	 
		 	Appl.
    No. 1666303	 	GOODS:
                                         

                                                                               (1)
                                         Live plants   

                                                                                

                                                                               SERVICES:

                                                                               (1)
                                         Production of live plants in a mechanized assembly line climate controlled growing environment  

                                                                               (2)
                                         Wholesale and retail sale of fresh produce  

                                                                               (3)
                                         Wholesale and retail outlets featuring fresh produce
	 	Allowed
	 	 	 	 	 	 	 
		 	Reg.
    No. TMA936399	 	GOODS:

                                                                               (1)
                                         Live plants   

                                                                                

                                                                               SERVICES:

                                                                               (1)
                                         Production of live plants in a mechanized assembly line climate controlled growing environment;
                                         wholesale and retail sale of fresh produce; wholesale and retail outlets featuring fresh
                                         produce
	 	Registered.


 




    	 	 	 



    	- 21 -



    

 


United
States


 


	Trademark	 	Appl./Reg.

    No.	 	Goods/Services	 	Status
	 	 	 	 	 	 	 
	CUBIC
    FARMING	 	Appl.
    No. 86379432	 	IC
                                         007. US 013 019 021 023 031 034 035. G & S: Mechanized assembly line growing system,
                                         consisting of conveyer lines, growing lights, temperature and climate controls, and a
                                         hydroponic apparatus for watering plants for the production of living plants in a climate
                                         controlled environment

         

        IC
        031. US 001 046. G & S: Live plants and fresh produce, namely, vegetables, fruits, and herbs; live plants for human
        consumption; live plants, namely, vegetable, fruit and herbs

         

        IC
        042. US 100 101. G & S: Product development of a mechanized growing system for the production of living plants in
        a climate controlled environment

         

        IC
        044. US 100 101. G & S: Consulting with respect to live plant cultivation; cultivation of live plants in a mechanized
        assembly line climate controlled growing environment.
	 	Allowed.





 



    	 	 	 



    	 



    

 


Schedule
C

BILL OF SALE


 


This
is a BILL OF SALE from Non-Industrial Manufacture Inc. a corporation incorporated under the laws of Alberta having an address
of 72 Prestwick Estate Way, SE Calgary, Alberta T2Z 3Y9 and Urban Barns Foods Canada Inc., a corporation incorporated under the
laws of Canada having an address of 13000 Chemin Belanger, Mirabel, Quebec J7J 2N8 (collectively, the “Vendor”)
to Bevo Farms Ltd. a company incorporated under the laws of British Columbia with offices at 7170 Glover Road, Milner BC
V0X 1T0 (“Purchaser”) pursuant to that certain Asset Purchase Agreement dated June 14, 2016 by and between
Vendor and Purchaser (the “Agreement”).


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vendor hereby sells, assigns, transfers,
conveys, delivers and contributes to Purchaser, its successors and assigns, to have and to hold forever, all of its rights, title
and interest in and to the Purchased Assets (as defined in the Agreement), subject to all of the other provisions contained in
the Agreement.


 


From
and after the Closing Date (as defined in the Agreement) upon request of Purchaser, Vendor shall duly execute, acknowledge and
deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably
required to convey to and vest the Purchased Assets in Purchaser or its permitted assignees and as may be appropriate to protect
Purchaser’s rights, title and interest in and enjoyment of all the Purchased Assets and as may be appropriate otherwise
to carry out the transactions contemplated by the Agreement and this Bill of Sale.


 


IN
WITNESS WHEREOF, and intending to be legally bound, the undersigned have duly executed and delivered this Bill of Sale as of May
31, 2016.


  


	Bevo
    Farms Ltd.	 	 	 
	 	 	 	 
	By:	/s/
    Leo Benne	 	 	 
	 	 	 	 	 
	Name:	Leo
    Benne	 	 	 
	 	 	 	 	 
	Title:	President	 	 	 


 




    	 	 	 



    	- 23 -



    

 


	Non-Industrial
    Manufacture Inc.	 	Urban
    Barns Foods Canada Inc.
	 	 	 
	By:	/s/
    Robyn Jackson	 	By:	/s/
    Robyn Jackson
	 	 	 	 	 
	Name:	Robyn
    Jackson	 	Name:	Robyn
    Jackson
	 	 	 	 	 
	Title:	President	 	Title:	President


 




    	 	 	 



    	 



    

 


Schedule
D

ASSIGNMENT OF PATENT RIGHTS


 


PATENT
ASSIGNMENT AGREEMENT


 


This
PATENT ASSIGNMENT AGREEMENT (“Patent Assignment”), dated as of June 14, 2016, is made by Non-Industrial
Manufacture Inc. (“Vendor”), having an office at 72 Prestwick Estate Way SE, Calgary, AB T2Z 3Y9 , in favor
of Bevo Farms Ltd. (“Purchaser”), a British Columbia corporation, located at 7170 Glover Road, Milner
BC V0X 1T0, the purchaser of certain assets of the Vendor pursuant to an Asset Purchase Agreement between the Purchaser and the
Vendor, dated as of May 31, 2016 (the “Asset Purchase Agreement”).


 


WHEREAS,
under the terms of the Asset Purchase Agreement, the Vendor has conveyed, transferred and assigned to the Purchaser, among other
assets, certain intellectual property of the Vendor, and has agreed to execute and deliver this Patent Assignment, for recording
with the United States Patent and Trademark Office;


 


NOW
THEREFORE, the parties agree as follows:


 


	1.	Assignment.
    For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Vendor confirms it
    has conveyed, transferred and assigned, and hereby does irrevocably to the Purchaser, and the Purchaser hereby accepts all
    of the Vendor’s right, title and interest in and to the following (the “Assigned Patents”):


 


	 	(a)	the
    patents and patent applications set forth in Schedule 1 hereto and all issuances, divisions, continuations, continuations-in-part,
    reissues, extensions, reexaminations and renewals thereof;
	 	 	 
	 	(b)	all
    rights of any kind whatsoever of Vendor accruing under any of the foregoing provided by applicable law of any jurisdiction,
    by international treaties and conventions and otherwise throughout the world;
	 	 	 
	 	(c)	any
    and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of
    the foregoing; and
	 	 	 
	 	(d)	any
    and all claims and causes of action with respect to any of the foregoing, whether accruing before, on or after the date hereof,
    including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past,
    present and future infringement, misappropriation, violation, misuse, breach or default, with the right but no obligation
    to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.


 


	2.	Recordation
    and Further Actions. The Vendor hereby authorizes the Commissioner for Patents in the United States Patent and Trademark
    Office and the officials of corresponding entities or agencies in any other applicable jurisdictions to record and register
    this Patent Assignment upon request by the Purchaser. Following the date hereof, upon the Purchaser’s reasonable request,
    and at the Purchaser’s sole cost and expense, the Vendor shall take such steps and actions, and provide such cooperation
    and assistance to the Purchaser and its successors, assigns and legal representatives, including the execution and delivery
    of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be necessary
    to effect, evidence or perfect the assignment of the Assigned Patents to the Purchaser, or any assignee or successor thereto.


 




    	 	 	 



    	- 25 -



    

 


	3.	Terms
    of the Asset Purchase Agreement. The parties hereto acknowledge and agree that this Patent Assignment is entered into
    pursuant to the Asset Purchase Agreement, to which reference is made for a further statement of the rights and obligations
    of the Vendor and the Purchaser with respect to the Assigned Patents. The representations, warranties, covenants, agreements
    and indemnities contained in the Asset Purchase Agreement shall not be superseded hereby but shall remain in full force and
    effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Asset Purchase
    Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.
	 	 
	4.	Counterparts.
    This Patent Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together
    shall be deemed to be one and the same agreement. A signed copy of this Patent Assignment delivered by facsimile, e-mail or
    other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
    of this Patent Assignment.
	 	 
	5.	Successors
    and Assigns. This Patent Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their
    respective successors and assigns.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	 	 



    	- 26 -



    

 


IN
WITNESS WHEREOF, the Vendor has duly executed and delivered this Patent Assignment as of the date first above written.


 





	 	Non-Industrial
    Manufacture Inc. 
	 	 	 
	 	By:	/s/
    Robyn Jackson
	 	Name:	Robyn Jackson
	 	Title:	President




 


AGREED
TO AND ACCEPTED:


 


	 	Bevo
    Farms Ltd.
	 	 
	 	By:	/s/
    Leo Benne
	 	Name:	Leo
    Benne
	 	Title:	President


 




    	 	 	 



    	 



    

 


Schedule
1 


Assigned
Patents


 





 







    	 	 	 



    	 



    

 


Schedule
E

ASSIGNMENT OF TRADEMARK RIGHTS


 


TRADEMARK
ASSIGNMENT AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) made as of May 31, 2016 is made by and between:


 


Urban
Barns Foods CANADA Inc., a corporation having
an address of 13000 Cuhemin Belanger Mirabel, QC J7J 2N8


 


(the
“Assignor”)


 


AND:


 


BEVO
Farms Ltd., a corporation having an address
of 7170 Glover Road, Milner, BC V0X 1T0


 


(the
“Assignee”)


 


(the
Assignor and the Assignee are hereinafter sometimes collectively referred to as the “Parties” and individually
as a “Party”).


 


WHEREAS:


 


	A.	The
    Assignor is the owner of the Canadian and United States trademarks (the “Trademarks”) set out in Schedule
    A hereto.
	 	 
	B.	The
    Assignor has assigned, sold and transferred unto the Assignee, the business of the Assignor related to the Trademarks, including
    all of the Assignor’s rights, title and interest in and to the Trademarks.


 


NOW
THEREFORE For $1.00 and other good and valuable consideration, the receipt of which is hereby acknowledged by the Assignor, THE
PARTIES HERETO AGREE AS FOLLOWS:


 


1.
ASSIGNMENT


 


1.1
The Assignor hereby assigns, sells and transfers to the Assignee, for the Assignee’s benefit and the benefit of its successors
and assigns all of Assignor’s worldwide rights, title and interest in and to the Trademarks, including, without limitation,
all common law rights and the goodwill associated with the Trademarks in Canada, the United States and elsewhere in the world
including all applications and registrations in respect thereof, and the right to file further applications in any country for
the Trademarks and to receive registrations therefore. The Assignor agrees not to oppose any application by the Assignee for the
Trademarks in any country.


 




    	 	 	 



    	- 29 -



    

 


2.
FURTHER ASSURANCES


 


2.1
Each Party will execute and deliver such further agreements and other documents and do such further acts and things as the other
Party reasonably requests to evidence, carry out or give full effect to the intent of this Agreement and to establish that the
Assignor does not have any other right, title and interest in and to the Trademarks and any applications or registrations in respect
thereof.


 


3.
GENERAL PROVISIONS


 


3.1
Binding Agreement. The terms of this Agreement shall bind the Parties and their respective successors, heirs and permitted
assigns.


 


3.2
Severability. If any term or provision of this Agreement or the application thereof shall be invalid or unenforceable,
such term or provision shall be severed from this Agreement and the remainder of this Agreement shall be unaffected thereby and
each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.


 


3.3
Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British
Columbia, without reference to its conflict of laws provisions, and the laws of Canada applicable therein. All disputes arising
under this Agreement will be referred to the courts of the Province of British Columbia, which will have jurisdiction, and each
Party irrevocably submits to the jurisdiction of such courts.


 


3.4
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


DATED
AND EFFECTIVE as of the first date noted above.


 


	URBAN
    BARNS FOODS CANADA INC. 	 	bevo
    Farms Ltd.
	 	 	 	 	 
	By:	/s/
    Robyn Jackson	 	By:	/s/
    Leo Benne
	Name:	Robyn
    Jackson	 	Name:	Leo
    Benne
	Title:
    	President	 	Title:
    	President


 




    	 	 	 



    	 



    

 


SCHEDULE
A


 


TRADEMARKS


 


For
the purposes of the Trademark Assignment Agreement to which this Schedule is attached, “Trademarks” shall mean
the following:


 


Canada


 


	Trademark	 	Appl./Reg.
    

    No.	 	Goods/Services	 	Status
	 	 	 	 	 	 	 
	CUBIC
    FARMING	 	Appl.
    No. 1666015	 	GOODS:

                                         (1) Live plants. 

                                         (2) Mechanized
                                         assembly line growing modules for the production of living plants in a climate controlled
                                         environment. 

                                         

                                                          

                                                         SERVICES:

                                         (1) Consulting
                                         with respect to live plant production; Development of a mechanized growing system for
                                         the production of living plants in a climate controlled environment; Production of live
                                         plants in a mechanized assembly line climate controlled growing environment.
	 	Allowed.
	 	 	 	 	 	 	 
		 	Appl.
    No. 1666303	 	GOODS:
                                         

                                                         (1)
                                         Live plants   

                                                          

                                                         SERVICES:

                                                         (1)
                                         Production of live plants in a mechanized assembly line climate controlled growing environment  (2)
                                         Wholesale and retail sale of fresh produce  (3) Wholesale and retail outlets
                                         featuring fresh produce
	 	Allowed
	 	 	 	 	 	 	 
		 	Reg.
    No. TMA936399	 	GOODS:
                                         

                                                         (1)
                                         Live plants   

                                                          

                                                         SERVICES:

                                                         (1)
                                         Production of live plants in a mechanized assembly line climate controlled growing environment;
                                         wholesale and retail sale of fresh produce; wholesale and retail outlets featuring fresh
                                         produce
	 	Registered.


 




    	 	 	 



    	- 31 -



    

 


United
States


 


	Trademark	 	Appl./Reg.
    

    No.	 	Goods/Services	 	Status
	 	 	 	 	 	 	 
	CUBIC
    FARMING	 	Appl.
    No. 86379432	 	IC
                                         007. US 013 019 021 023 031 034 035. G & S: Mechanized assembly line growing system,
                                         consisting of conveyer lines, growing lights, temperature and climate controls, and a
                                         hydroponic apparatus for watering plants for the production of living plants in a climate
                                         controlled environment

         

        IC
        031. US 001 046. G & S: Live plants and fresh produce, namely, vegetables, fruits, and herbs; live plants for human
        consumption; live plants, namely, vegetable, fruit and herbs

         

        IC
        042. US 100 101. G & S: Product development of a mechanized growing system for the production of living plants in
        a climate controlled environment

         

        IC
        044. US 100 101. G & S: Consulting with respect to live plant cultivation; cultivation of live plants in a mechanized
        assembly line climate controlled growing environment
	 	Allowed.


 




    	 	 	 



    	 



    

 


Schedule
F

EQUIPMENT


 


Generation
3 machines:


Built
in 2014


Size:
20 feet long, 8 feet high & 8 feet wide


Number
of machines: 14


 


These
machines come complete with 12 LED grow lights suitable to grow, leafy green vegetables and micro’s greens, water tanks
and pumps for auto watering, and grow trays.


 


Generation
4 machine:


Built
in 2014


Size:
20 feet long, 20 feet high & 16 feet wide


Number
of machines: 1


 


This
machine comes with watering system, grow trays and some sensors.


 


There
are no LED grow lights on this machine.


 


All
machines purchased are on an as is where is condition.


 




    	 	 	 



    	 



    

 


Schedule
G

INVENTORY


 


Urban
Barns Foods Canada Inc.


 


May
26, 2016


 


	Description	 	 	 	Quantity	 	 	Suggested
    Unit Price	 	 	 	 	 	Value	 
	Basil Cartons	 	 	 	 	1,580	 	 	 	0.47	 	 	 	Cost	 	 	 	742.60	 
	Single Clam Shells	 	 	 	 	1,000	 	 	 	0.28	 	 	 	Cost	 	 	 	280.00	 
	12 oz Clear containers	 	(200/case)	 	 	2	 	 	 	32.34	 	 	 	Cost	 	 	 	64.68	 
	16 oz Clear containers	 	(200/case)	 	 	2	 	 	 	35.23	 	 	 	Cost	 	 	 	70.46	 
	Cases of Double Clamshells	 	(150 per case)	 	 	3,150	 	 	 	0.17	 	 	 	Cost	 	 	 	535.50	 
	Microgreen Substrate Rolls	 	(4” X 120’)	 	 	18	 	 	 	27.47	 	 	 	Cost	 	 	 	494.46	 
	1 Case of lettuce Liner	 	(1,500 sheets)	 	 	1,500	 	 	 	0.07	 	 	 	Cost	 	 	 	105.00	 
	7 Cases of Basil Box liners	 	(2,000 per case)	 	 	14,000	 	 	 	0.05	 	 	 	Cost	 	 	 	700.00	 
	6 Pallets of Cutilene Trays	 	(265 per pallet)	 	 	1,590	 	 	 	6.15	 	 	 	Cost	 	 	 	9,778.50	 
	Small Lettuce cartons	 	 	 	 	950	 	 	 	1.10	 	 	 	Cost	 	 	 	1,045.00	 
	Large Lettuce cartons	 	 	 	 	1,200	 	 	 	1.36	 	 	 	Cost	 	 	 	1,632.00	 
	Atlas Copco Air 575 Volt Compressor
    GA15-FF, Serial # AP1329308	 	 	 	 	1	 	 	 	17,917.17	 	 	 	Cost	 	 	 	17,917.17	 
	Ozomate Machine	 	(with 3 filters)	 	 	1	 	 	 	9,000.00	 	 	 	 	 	 	 	9,000.00	 
	Carts	 	(6’ X 2’)	 	 	3	 	 	 	189.00	 	 	 	 	 	 	 	567.00	 
	Plastic Push Carts	 	 	 	 	3	 	 	 	82.50	 	 	 	 	 	 	 	247.50	 
	Pusher for planting	 	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	-	 
	E-Z Seeder	 	 	 	 	1	 	 	 	349.50	 	 	 	 	 	 	 	349.50	 
	Germination Carts:	 	4-6 Levels	 	 	6	 	 	 	275.00	 	 	 	 	 	 	 	1,650.00	 
	 	 	16 LED lights/cart	 	 	96	 	 	 	25.00	 	 	 	 	 	 	 	2,400.00	 
	Water Tanks :	 	1,250 litres	 	 	5	 	 	 	333.00	 	 	 	 	 	 	 	1,665.00	 
	 	 	1,000 litres	 	 	2	 	 	 	316.50	 	 	 	 	 	 	 	633.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	49,877.37