SHARE
EXCHANGE AGREEMENT


 


THIS
AGREEMENT is dated as of June 6, 2016


 


AMONG:


 


TROPIC
INTERNATIONAL INC.

a Nevada corporation with an address at

1057 Parkinson Road, Unit 9, Woodstock, Ontario N4S 7W3


 


(“Pubco”)


 


AND:


 


NOTOX
BIOSCIENCE INC.

a Nevada corporation with an address at

123 Commerce Valley Drive East, Suite 333, Thornhill, Ontario L3T 7W8


 


(“Priveco”)


 


AND:


 


THE
UNDERSIGNED SHAREHOLDERS OF PRIVECO LISTED ON SCHEDULE A ATTACHED HERETO


 


(the
“Selling Shareholders”)


 


WHEREAS:


 


	A.	The
    Selling Shareholders are the registered and beneficial owners 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 Shareholders have agreed to sell all of the
    issued and outstanding shares of Priveco held by the Selling Shareholders to Pubco in exchange for shares of Pubco’s
    common stock.


 


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, 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 referred to herein, and all
    amendments, supplements or other modifications, if any, hereto;
	 	 	 
	 	(b)	“Assignment
    Agreement” means the assignment agreement between Zoran Holding Corporation and Priveco in the form attached as
    Appendix 1;
	 	 	 
	 	(c)	“Closing”
    means the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged
    by the parties, except for those documents or other items specifically required to be exchanged at a later time;


 




    	 	 	 



    	 



    


 


	 	(d)	“Closing
    Date” means a date mutually agreed upon by the parties hereto in writing and in accordance with Section 7.1 following
    the satisfaction or waiver by Pubco and Priveco of the conditions precedent set out in Sections 5.1 and 5.2, respectively;
	 	 	 
	 	(e)	“Closing
    Documents” means the papers, instruments and documents required to be executed and delivered at the Closing pursuant
    to this Agreement;
	 	 	 
	 	(f)	“Consulting
    Agreements” means, collectively, the consulting agreements between Pubco and John Marmora, Pubco and Gerry Racicot
    and Pubco and Zoran K Corporation, each in the form attached as Appendix 2;
	 	 	 
	 	(g)	“Contract”
    has the meaning ascribed to that term in Section 3.20;
	 	 	 
	 	(h)	“Copyrights”
    has the meaning ascribed to that term in Section 3.16(a)(iii);
	 	 	 
	 	(i)	“Exchange
    Act” means the United States Securities Exchange Act of 1934, as amended;
	 	 	 
	 	(j)	“GAAP”
    means United States generally accepted accounting principles applied in a manner consistent with prior periods;
	 	 	 
	 	(k)	“Intellectual
    Property Assets” has the meaning ascribed to that term in Section 3.16(a);
	 	 	 
	 	(l)	“Leases”
    has the meaning ascribed to that term in Section 3.19;
	 	 	 
	 	(m)	“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;
	 	 	 
	 	(n)	“Marks”
    has the meaning ascribed to that term in Section 3.16(a)(i);
	 	 	 
	 	(o)	“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 Shareholders; and (vi) in respect of Priveco, any breach of this Agreement by
    Pubco;
	 	 	 
	 	(p)	“Patents”
    has the meaning ascribed to that term in Section 3.16(a)(ii);
	 	 	 
	 	(q)	“Priveco
    Accounting Date” means May 31, 2016;
	 	 	 
	 	(r)	“Priveco
    Common Stock” has the meaning ascribed to that term in Section 3.3;
	 	 	 
	 	(s)	“Priveco
    Documents” has the meaning ascribed to that term in Section 3.2;
	 	 	 
	 	(t)	“Priveco
    Financial Statements” has the meaning ascribed to that term in Section 3.10;


 




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	 	(u)	“Priveco
    Shares” means the 100,000 fully paid and non-assessable shares of Priveco’s common stock held by the Selling
    Shareholders, being all of the issued and outstanding stock of Priveco beneficially held, either directly or indirectly, by
    the Selling Shareholders;
	 	 	 
	 	(v)	“Pubco
    Accounting Date” means August 31, 2015;
	 	 	 
	 	(w)	“Pubco
    Common Stock” has the meaning ascribed to that term in Section 2.3;
	 	 	 
	 	(x)	“Pubco
    Documents” has the meaning ascribed to that term in Section 4.2;
	 	 	 
	 	(y)	“Pubco
    Financial Statements” has the meaning ascribed thereto in Section 4.11;
	 	 	 
	 	(z)	“Pubco
    SEC Documents” has the meaning ascribed to that term in Section 4.9;
	 	 	 
	 	(aa)	“Pubco
    Shares” means the 100,000,000 fully paid and non-assessable shares of Pubco Common Stock to be issued to the Selling
    Shareholders on the Closing Date;
	 	 	 
	 	(bb)	“SEC”
    means the United States Securities and Exchange Commission;
	 	 	 
	 	(cc)	“Securities
    Act” means the United States Securities Act of 1933, as amended;
	 	 	 
	 	(dd)	“Stock
    Restriction Agreement” means the stock restriction agreement between Pubco and the Selling Shareholders in the form
    attached as Appendix 3;
	 	 	 
	 	(ee)	“Subco”
    means 1894632 Ontario Inc., an Ontario corporation;
	 	 	 
	 	(ff)	“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 Closing Date, together with any related charge or amount, including interest,
    fines, penalties and additions to tax, if any, arising out of tax assessments;
	 	 	 
	 	(gg)	“Termination
    Agreement” means the agreement terminating the consulting agreement between Pubco and Zoran K Corporation dated
    February 4, 2016, in the form attached as Appendix 4;
	 	 	 
	 	(hh)	“Trade
    Secrets” has the meaning ascribed to that term in Section 3.16(a)(iv); and
	 	 	 
	 	(ii)	“Transaction”
    means the purchase of the Priveco Shares by Pubco from the Selling Shareholders in consideration for the issuance of the Pubco
    Shares by Pubco.


 


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


 


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


 


	Appendix
    1	–	Form
    of Assignment Agreement
	Appendix
    2	–	Form
    of Consulting Agreement
	Appendix
    3	–	Form
    of Stock Restriction Agreement
	Appendix
    4	–	Form
    of Termination Agreement


 




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	1.3	Currency.
    All references to currency in this Agreement are to United States 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.	OFFER,
    PURCHASE AND Sale of Shares
	 	 
	2.1	Offer,
    Purchase and Sale of Priveco Shares. On the terms and subject to the conditions of this Agreement, the Selling Shareholders
    shall sell, assign and transfer to Pubco, and Pubco shall purchase from the Selling Shareholders, the Priveco Shares.
	 	 
	2.2	Consideration.
    As consideration for the sale of the Priveco Shares by the Selling Shareholders to Pubco, Pubco shall allot and issue the
    Pubco Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder’s name in Schedule
    A on the basis of 1,000 Pubco Shares for each Priveco Share held by each Selling Shareholder. The Selling Shareholders acknowledge
    and agree that the Pubco Shares are being issued pursuant to an exemption from the registration requirements of the Securities
    Act and all other applicable securities laws. The Selling Shareholders agree to abide by all applicable resale restrictions
    and hold periods imposed by applicable securities laws. All certificates representing Pubco Shares issued at the Closing 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 Shares will be issued to the Selling Shareholders pursuant to one or more exemptions from the registration
    requirements of such Act:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”


 


	2.3	Share
    Exchange Procedure. On the Closing Date, (a) each certificate representing Priveco Shares shall automatically be cancelled
    without any further action on the part of the Selling Shareholders and Pubco shall be registered as the holder of such shares
    on the books of Priveco, and (b) Pubco shall authorize its transfer agent to issue one or more certificates representing shares
    of Pubco’s common stock, par value $0.001 per share to each Selling Shareholder in the amounts set out in Schedule A.


 




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	2.4	Fractional
    Shares. Notwithstanding any other provision of this Agreement, no certificate for fractional Pubco Shares shall be issued
    in connection with the Transaction. In lieu of any such fractional shares, if any of the Selling Shareholders would otherwise
    be entitled to receive a fraction of a Pubco Share upon the surrender of one or more certificates representing Priveco Shares
    for exchange pursuant to this Agreement, the Selling Shareholders shall be entitled to have such fraction rounded up to the
    nearest whole number of Pubco Shares and shall receive from Pubco one or more share certificates representing same.
	 	 
	2.5	Closing
    Date. The Closing shall take place, on the terms and subject to the conditions of this Agreement, on the Closing Date.
	 	 
	2.6	Restricted
    Shares. The Selling Shareholders acknowledge that the Pubco Shares 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 SHAREHOLDERS
	 	 
	 	Priveco
    and the Selling Shareholders, 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.
	 	 
	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.


 




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	3.3	Capitalization
    of Priveco. The entire authorized capital stock of Priveco consists of 75,000,000 shares of common stock, par value $0.001
    per share (the “Priveco Common Stock”). As of the date of this Agreement, there are 100,000 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	Shareholders
    of Priveco Common Stock. As of the date of this Agreement, Schedule A contains a true and complete list of the holders
    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.
	 	 
	3.6	Non-Contravention.
    Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, 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 or regulatory 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, arbitrator, administrative
    agency or other government body, 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 Priveco, 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;


 




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	 	(b)	To
    the knowledge of Priveco, 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 Transaction; 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 public or governmental body or authority or other person or entity is necessary for the consummation by Priveco of
    the Transaction or to enable Pubco to conduct Priveco’s business after the Closing Date in a manner which is consistent
    with that in which the business is presently conducted.
	 	 
	3.10	Financial
    Representations. The audited balance sheets for 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”)
    to be supplied on or before the date that is 75 days from the Closing Date:


 


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


 




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	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.


 


	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;


 




    	 	- 8 -	 



    	 



    


 


	 	(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.


 


	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. As of the Closing Date, Priveco will own or hold 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”);


 




    	 	- 9 -	 



    	 



    


 


	 	(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 C contains a complete and accurate list and summary description, including any royalties paid or received by Priveco,
    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 best knowledge of Priveco, 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 C, 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 C, 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 Priveco, 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.
	 	 	 
	 	(d)	Patents.
    Except as set out in Schedule C, 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 Priveco, 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 or entity.
	 	 	 
	 	(e)	Trademarks.
    Except as set out in Schedule C, 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 Priveco, 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 C 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 Closing Date. To the knowledge of Priveco, 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.


 




    	 	- 10 -	 



    	 



    


 


	 	(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 Priveco, have not been used, divulged or appropriated either for the benefit of any
    person or entity 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 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 Priveco,
    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 D, 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 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.
	 	 
	3.20	Material
    Contracts and Transactions. Schedule E 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 Transaction. 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 third party, including any person, firm
    or corporation.
	 	 
	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 Transaction.
	 	 
	3.23	Completeness
    of Disclosure. No representation or warranty by Priveco 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.


 




    	 	- 11 -	 



    	 



    


 


	4.	REPRESENTATIONS
    AND WARRANTIES OF Pubco


 


Pubco
represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders 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 Shareholders, 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;
	 	 	 
	 	(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 entire authorized capital stock of Pubco consists of 300,000,000 shares of Pubco Common Stock. As of the
    date of this Agreement, there are 12,264,146 issued and outstanding shares of Pubco Common Stock, 78,030,877 issued and outstanding
    preferred shares of Subco, each of which is exchangeable into one share of Pubco Common Stock subject to certain conditions
    as set forth in the Pubco SEC Documents, and 21,969,123 issued and outstanding shares of Tropic Spa Inc., an Ontario corporation,
    each of which is exchangeable into 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.


 




    	 	- 12 -	 



    	 



    


 


	4.5	Non-Contravention.
    Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, 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 or regulatory 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, arbitrator, administrative
    agency or other 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. 
	 	 
	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 Transaction; 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 public or governmental body or authority or other person or entity is necessary
    for the consummation by Pubco of the Transaction.


 




    	 	- 13 -	 



    	 



    


 


	4.9	Validity
    of Pubco Common Stock Issuable at the Closing. The Pubco Shares will, upon issuance, have been duly and validly authorized
    and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued as fully paid and non-assessable.
	 	 
	4.10	SEC
    Filings. Pubco has furnished or made available to Priveco and the Selling Shareholders 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 such 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 with 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.


 


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.


 




    	 	- 14 -	 



    	 



    


 


	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.


 


	4.14	Absence
    of Changes. Since the Pubco Accounting Date, except as and to the extent disclosed in writing to Priveco and the Selling
    Shareholders 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;


 




    	 	- 15 -	 



    	 



    


 


	 	(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.
	 	 
	4.17	Employees
    and Consultants. Except as disclosed in writing to Priveco and the Selling Shareholders 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 Transaction.
	 	 
	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 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.


 




    	 	- 16 -	 



    	 



    


 


	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 Transaction or the exercise of any rights pursuant to this Agreement.
    
	 	 
	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 Transaction is subject to the satisfaction or
    written waiver of the conditions set forth below by a date mutually agreed upon by the parties to this Agreement in writing
    and in accordance with Section 7.1. The Closing of the Transaction shall be deemed to mean a waiver of all conditions to 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 Shareholders set forth in this Agreement
    shall be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and
    Priveco shall have delivered to Pubco a certificate of an officer of Priveco dated as of the Closing Date, to the effect that
    the representations and warranties made by Priveco in this Agreement are true and correct.
	 	 	 
	 	(b)	Performance.
    All of the covenants and obligations that Priveco and the Selling Shareholders are required to perform or to comply with pursuant
    to this Agreement at or prior to the 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 Transaction, all in form and substance reasonably satisfactory to Pubco, shall have been executed and delivered to Pubco.
	 	 	 
	 	(d)	Officer’s
    Certificate. Pubco shall have received a certificate from an officer of Priveco attaching





 


	 	(i)	a
    copy of Priveco’s Articles of Incorporation, Bylaws and all other incorporation documents, as amended through the Closing
    Date; and
	 	 	 
	 	(ii)	a
    copy of the resolutions duly adopted by the board of directors of Priveco approving the execution and delivery of this Agreement
    and the consummation of the transactions contemplated herein.


 


	 	(e)	Third
    Party Consents. Pubco shall have received from Priveco duly executed copies of all third party consents, permits, authorizations
    and approvals of any public, regulatory or governmental body or authority or person or entity contemplated by this Agreement,
    in form and substance reasonably satisfactory to Pubco.


 




    	 	- 17 -	 



    	 



    


 


	 	(f)	Execution
    by Selling Shareholders. Each of the Selling Shareholders shall have executed this Agreement.
	 	 	 
	 	(g)	No
    Material Adverse Effect. No Material Adverse Effect on Priveco shall have occurred since the date of this Agreement.
	 	 	 
	 	(h)	No
    Action. No suit, action or proceeding shall be pending or threatened before any governmental or regulatory 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 Transaction to be rescinded following consummation.



 


	 	(i)	Outstanding
    Shares. Priveco shall have no more than 100,000 issued and outstanding shares of Priveco Common Stock on the Closing
    Date.
	 	 	 
	 	(j)	Agreements.
    The Assignment Agreement, the Stock Restriction Agreement and the Termination Agreement shall have been executed and delivered
    by each of the parties thereto.
	 	 	 
	 	(k)	Delivery
    of Financial Statements. On or before the date that is 75 days from the Closing Date, Priveco shall deliver to Pubco the
    Priveco Financial Statements prepared in accordance with GAAP and audited or reviewed, as applicable, by an independent auditor
    registered with the Public Company Accounting Oversight Board in the United States.
	 	 	 
	 	(l)	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 the Transaction, including:


 


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


 


	 	(m)	Compliance
    with Securities Laws. Pubco shall have received evidence satisfactory to Pubco that the Pubco Shares issuable at the Closing
    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 Shareholders to consummate the Transaction
    is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties
    to this Agreement in writing and in accordance with Section 7.1. The Closing of the Transaction shall be deemed to mean a
    waiver of all conditions to Closing. These conditions precedent are for the benefit of Priveco and the Selling Shareholders
    and may be waived by Priveco and the Selling Shareholders in their discretion.


 




    	 	- 18
                                                                                                                                                                                                                                                                 -	 



    	 



    


 


	 	(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 the Closing Date, as though made on and as of the Closing Date and Pubco shall have delivered to Priveco
    a certificate of an officer of Pubco dated the Closing Date, to the effect that the representations and warranties made by
    Pubco in this Agreement are true and correct.
	 	 	 
	 	(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 the 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 Transaction, all in form and substance reasonably satisfactory to Priveco, shall have been executed and delivered by Pubco.
	 	 	 
	 	(d)	Officer’s
    Certificate. Priveco shall have received a certificate from an officer of Pubco attaching:


 


	 	(i)	a
    copy of Pubco’s Articles of Incorporation, Bylaws and all other incorporation documents, as applicable, as amended through
    the Closing Date; and
	 	 	 
	 	(ii)	a
    copy of the resolutions duly adopted by the board of directors of Pubco approving the execution and delivery of this Agreement
    and the consummation of the transactions contemplated herein.


 


	 	(e)	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 body or authority or person or entity contemplated by this Agreement,
    in form and substance reasonably satisfactory to Priveco.
	 	 	 
	 	(f)	No
    Material Adverse Effect. No Material Adverse Effect on Pubco shall have occurred since the date of this Agreement.
	 	 	 
	 	(g)	No
    Action. No suit, action, or proceeding shall be pending or threatened before any governmental or regulatory 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 Transaction to be rescinded following consummation.



 


	 	(h)	No
    Liabilities. Pubco shall not have any direct, indirect or contingent liabilities outstanding that exceed in the aggregate
    $950,000 on the Closing Date.
	 	 	 
	 	(i)	Outstanding
    Shares. On the Closing Date, Pubco shall have no more than 12,264,146 issued and outstanding shares of Pubco Common Stock
    and 78,030,877 convertible preferred shares of Subco.
	 	 	 
	 	(j)	Agreements.
    The Consulting Agreements shall have been executed and delivered by each of the parties thereto.
	 	 	 
	 	(k)	Due
    Diligence. 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 by the Transaction.


 




    	 	- 19 -	 



    	 



    


 


	6.	COVENANTS
	 	 
	6.1	Access
    and Investigation. Between the date of this Agreement and the 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;
	 	 	 
	 	(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 the Transaction does not 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 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 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 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 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.


 




    	 	- 20 -	 



    	 



    


 


	6.5	Stock
    Splits. Within 90 days of the Closing Date, Pubco shall complete a reverse split of the Pubco Common Stock at the ratio
    of one new share for every two existing shares, together with a corresponding consolidation of the preferred shares of Subco
    or an amendment to the articles of incorporation of Subco that has an identical effect.
	 	 
	6.6	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 Closing Date, Priveco shall not, without the prior written consent
    of Pubco:


 


	 	(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 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.


 


	6.7	Certain
    Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the
    Closing Date, 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;
    


 




    	 	- 21 -	 



    	 



    


 


	 	(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.


 


	6.8	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 Transaction 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.
	 	 
	6.9	Pubco
    Board of Directors. The sole director of Pubco shall adopt resolutions appointing Zoran Konević to the board of directors
    of Pubco effective at the Closing.
	 	 
	7.	CLOSING
	 	 
	7.1	Closing.
    The Closing shall take place on the Closing Date at the offices of the solicitors for Priveco or at such other location as
    agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed
    by the electronic exchange of documents.
	 	 
	7.2	Closing
    Deliveries of Priveco and the Selling Shareholders. At the Closing, Priveco and the Selling Shareholders 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 Transaction;
	 	 	 
	 	(b)	if
    any of the Selling Shareholders appoint any person, by power of attorney or equivalent, to execute this Agreement or any other
    agreement, document, instrument or certificate contemplated hereby, a valid and binding power of attorney or equivalent from
    such Selling Shareholder;
	 	 	 
	 	(c)	all
    certificates and other documents required by Section 5.1;
	 	 	 
	 	(d)	a
    certificate of an officer of Priveco, dated as of the Closing, certifying that:


 


	 	(i)	each
    covenant and obligation of Priveco has been complied with; and
	 	 	 
	 	(ii)	each
    representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; and


 


	 	(e)	the
    Priveco Documents, the Priveco Financial Statements and any other necessary documents, each duly executed by Priveco, as required
    to give effect to the Transaction.


 




    	 	- 22 -	 



    	 



    


 


	7.3	Closing
    Deliveries of Pubco. At the 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 Transaction;
	 	 	 
	 	(b)	all
    certificates and other documents required by Section 5.2;
	 	 	 
	 	(c)	a
    certificate of an officer of Pubco, dated as of the Closing, certifying that:


 


	 	(i)	each
    covenant and obligation of Pubco has been complied with; and
	 	 	 
	 	(ii)	each
    representation, warranty and covenant of Pubco is true and correct at the Closing as if made on and as of the Closing;


 


	 	(d)	resolutions
    adopted by or on behalf of the board of directors of Pubco appointing Zoran Konević as a director of Pubco; and
	 	 	 
	 	(e)	the
    Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction.


 


	7.4	Additional
    Closing Delivery of Pubco. Promptly following the Closing, Pubco shall deliver or cause to be delivered the share certificates
    representing the Pubco Shares to the Selling Shareholders.
	 	 
	8.	TERMINATION
	 	 
	8.1	Termination.
    This Agreement may be terminated at any time prior to the Closing Date by:


 


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


 


	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.


 




    	 	- 23 -	 



    	 



    


 


	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 Shareholders to Indemnify. The Selling Shareholders 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 Shareholders of any representation or warranty of the Selling Shareholders 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 Shareholders 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 Shareholders from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred
    by Priveco and the Selling Shareholders 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.
	 	 
	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


 




    	 	- 24 -	 



    	 



    


 


	 	(b)	to
    the extent that any Selling Shareholder declines to receive independent legal advice with respect to this Agreement, such
    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 Closing Date and continue in full force and effect
    until one year after the 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 Transaction.
	 	 
	10.8	Entire
    Agreement. This Agreement, the schedules and appendices attached hereto and the other documents in connection with the
    Transaction 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 Priveco or any of the Selling Shareholders:


 


Notox
Bioscience Inc.

123 Commerce Valley Drive East, Suite 333

Thornhill, Ontario L3T 7W8


 


	 	Attention:	Zoran
    Konević
	 	Email:	info@zorankcorporation.com


 




    	 	- 25 -	 



    	 



    


 


If
to Pubco:


 


Tropic
International Inc.

1057 Parkinson Road, Unit 9

Woodstock, Ontario N4S 7W3


 



	 	Attention:	John
    Marmora
	 	Email:	john@tropicspatan.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 a 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 those persons party 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.


 




    	 	- 26 -	 



    	 



    


 


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


 


	TROPIC INTERNATIONAL INC.	 
	 	 	 
	Per:	/s/
    John Marmora	 
	Name:	John
    Marmora	 
	Title	President	 
	 	 	 
	NOTOX BIOSCIENCE INC.	 
	 	 	 
	Per:	/s/
    Zoran Konević	 
	Name:	Zoran
    Konević	 
	Title:	President	 


 




    	 	- 27 -	 



    	 



    


 


SCHEDULE
A


 


THE
SELLING SHAREHOLDERS


 


	Name
    of Shareholder	 	Signature
    of Shareholder	 	Number
    of 

    Priveco Shares

    Held	 	Number
    of Pubco 

    Shares to be 

    Issued
	 	 	 	 	 	 	 
	Gerry
    Racicot	 	/s/
    Gerry Racicot	 	40,000	 	40,000,000
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Zoran
    K Corporation	 	/s/
    Zoran Konević	 	60,000	 	60,000,000
	 	 	Name:Zoran
    Konević 

    Title:CEO	 	 	 	 
	Total	 	 	 	100,000	 	100,000,000


 




    	 	- 28 -	 



    	 



    


 


SCHEDULE
B


 


PRIVECO
LEASES AND OTHER PROPERTY INTERESTS


 


None.


 




    	 	- 29 -	 



    	 



    


 


SCHEDULE
C


 


PRIVECO
INTELLECTUAL PROPERTY


 


None.


 




    	 	- 30 -	 



    	 



    


 


SCHEDULE
D


 


PRIVECO
MATERIAL CONTRACTS


 


None.


 




    	 	- 31 -	 



    	 



    





 


APPENDIX
1


 


FORM
OF ASSIGNMENT AGREEMENT


 


ASSIGNMENT
AGREEMENT


 


THIS
AGREEMENT is dated as of [●], 2016


 


BETWEEN:


 


ZORAN
HOLDING CORP.


an
Ontario corporation with an address at


3601
Highway #7, Markham, ON L3R 0M3


 


(the
“Assignor”)


 


AND:


 


NOTOX
BIOSCIENCE INC.


a
Nevada corporation with an address at


123
Commerce Valley Drive East, Suite 333, Thornhill, Ontario L3T 7W8


 


(the
“Assignee”)


 


WHEREAS:


 


	A.	The
    Assignor is a party to an exclusive license agreement with The Cleveland Clinic Foundation (the “Clinic”)
    dated December 1, 2012, as amended on July 30, 2013 (together, the “License Agreement”);
	 	 
	B.	Pursuant
    to the License Agreement, the Assignor acquired the exclusive license to certain intellectual property of the Clinic relating
    to the treatment of a neuromuscular defect (the “Licensed Technology”); and
	 	 
	C.	The
    Assignor desires to assign all of the Assignor’s right, title and interest in and to the License Agreement 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
    exchange for the sum of $1, the Assignor hereby irrevocably assigns, transfers and conveys 100% of its right, title and interest
    in and to the License Agreement, including, for clarity, the exclusive license to the Licensed Technology, to the Assignee
    (the “Assignment”), and the Assignees hereby accept the Assignment.
	 	 
	1.2	Concurrently
    with the execution of this Agreement, the Assignor shall deliver any and all documents and materials in its possession regarding
    either the License Agreement or the Licensed Technology to the Assignee, including, without limitation, generators, device
    prototypes, sample needles, whitepapers and testing images.


 




     


    	 	- 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
    License Agreement is in good standing and the Assignor is entitled to all benefits, rights and privileges thereunder;
	 	 	 
	 	(b)	the
    Assignor is not in material default or material breach of the License Agreement and there exists no state of facts which after
    notice or the passage of time, or both, would constitute such a default or breach;
	 	 	 
	 	(c)	the
    Clinic has not indicated, nor does the Assignor have any reasonable basis to believe that the Clinic will indicate, that it
    intends to cancel, withdraw, modify or seek to amend the License Agreement;
	 	 	 
	 	(d)	all
    patent applications required to be filed with applicable intellectual property offices or regulatory bodies pursuant to s.
    1.10(ii) of the License Agreement were filed by the Assignor on or before September 15, 2015;
	 	 	 
	 	(e)	none
    of the Licensed Rights (as defined in the License Agreement) are co-owned by the Assignor with one or more third parties;
	 	 	 
	 	(f)	the
    Assignee qualifies as an “Affiliate” of the Assignor for the purpose of the License Agreement, the Assignor has
    designated the Assignee as such in writing to the Clinic, and the Assignor has no reasonable basis to believe that the Clinic
    will deem the Assignee to instead qualify as a “Sublicensee” thereunder;
	 	 	 
	 	(g)	notwithstanding
    s. 2.2 of the License Agreement, the Assignor has the ability to assign, transfer and convey both its rights and its obligations
    under the License Agreement to the Assignee;
	 	 	 
	 	(h)	as
    of the date hereof, the Assignor has fulfilled all of its obligations to the Clinic under s. 4.2 of the License Agreement;
	 	 	 
	 	(i)	no
    “Issue Fee” or “Past Patenting Costs” (each as defined in the License Agreement) are due and payable
    to the Clinic by the Assignor as of the date hereof, and to the knowledge of the Assignor no such fee or costs will be payable
    to the Clinic by either the Assignor or the Assignee during the term of the License Agreement or following its termination
    for any reason whatsoever;
	 	 	 
	 	(j)	as
    of the date hereof, the amount owed by the Assignor to the Clinic pursuant to s. 6.2.1 of the License Agreement for patent
    expenses incurred by the Clinic does not exceed $250,000;
	 	 	 
	 	(k)	the
    Assignor has not obtained any product liability or general liability insurance pursuant to s. 10.1 of the License Agreement
    and, as of the date hereof, has not been requested by the Clinic to provide evidence of the existence and sufficiency of such
    insurance;
	 	 	 
	 	(l)	the
    Assignor is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation;
	 	 	 
	 	(m)	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;
	 	 	 
	 	(n)	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


 




     


    	 	- 3 -	 



    

 


	 	(o)	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 License Agreement;
	 	 	 
	 	(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.


 


	3.	COVENANTS
	 	 
	3.1	The
    Assignee covenants with the Assignor that upon the completion of the Assignment the Assignee will use its best efforts to
    develop and commercialize Licensed Products (as defined in the License Agreement) and carry out its obligations to the Clinic
    under the License Agreement.
	 	 
	4.	INDEMNIFICATION
	 	 
	4.1	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 the successors to the foregoing (collectively,
    the “Indemnitees”), harmless for and from 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
    suits, claims or demands, cause of action, proceedings 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 Licensed Technology; 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.


 




     


    	 	- 4 -	 



    

 


	4.2	Notice
    of Claim. If the Assignee becomes aware of any Loss for indemnification pursuant to Section 4.1 (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 4.2 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


 


	4.3	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.


 


	4.4	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.


 




     


    	 	- 5 -	 



    

 


	 	(b)	Except
    in the circumstance contemplated by Section 4.3(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.


 


	5.	GENERAL
	 	 
	5.1	Alteration
    and Amendment. No alteration or amendment to this Agreement shall take effect unless it is in writing duly executed by
    the parties.
	 	 
	5.2	Time
    of the Essence. Time shall be of the essence of this Agreement.
	 	 
	5.3	Currency.
    All references to currency in this Agreement are to United States dollars unless expressly stated otherwise
	 	 
	5.4	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.
	 	 
	5.5	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.
	 	 
	5.6	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.
	 	 
	5.7	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
	 	 
	5.8	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.


 




     


    	 	- 6 -	 



    

 


	5.9	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.


 


	ZORAN
    HOLDING CORP.	 	NOTOX
    BIOSCIENCE INC.
	 	 	 
	Per:	 	 	Per:	 
	Name:	Zoran
    Konević	 	Name:	Zoran
    Konević
	Title	CEO	 	Title	President


 




     


    	 	- 7 -	 



    

 


APPENDIX
2


 


FORM
OF CONSULTING AGREEMENT


 


CONSULTING
AGREEMENT


 


THIS
AGREEMENT is dated as of [●], 2016


 


BETWEEN:


 


TROPIC
INTERNATIONAL inc.


a
Nevada corporation with an address at


1057
Parkinson Road, Unit 9, Woodstock, ON N4S 7W3


 


(the
“Corporation”)


 


AND:


 


[●]


an
Ontario [●] with an address at [●]


 


(the
“Consultant”)


 


WHEREAS:


 


	A.	The
    Corporation is in the business of developing and commercializing an innovative home mist tanning system and has its common
    stock quoted for trading on the OTCQB under the symbol “TRPO”; and
	 	 
	B.	The
    Corporation desires to engage the Consultant to provide certain services and the Consultant desires to accept such engagement
    on the terms and subject to the conditions of this Agreement.


 


NOW
THEREFORE in consideration of the premises and mutual covenants contained herein and for good and other valuable consideration,
the parties agree as follows:


 


	1.	ENGAGEMENT
    AND DURATION
	 	 
	1.1	The
    Corporation hereby engages the Consultant, though its principal, [●], to act in the capacity of a [●] and the
    Consultant agrees to act as such to the best of its ability and in accordance with the terms and subject to the conditions
    of this Agreement. All references to the Consultant herein shall be deemed to refer to the principal of the Consultant as
    the context requires.
	 	 
	1.2	The
    term of the Consultant’s engagement shall commence on the date hereof and shall continue for a period of 10 years, with
    successive automatic renewal periods of two years, until terminated in accordance with the provisions of Section 7 (the “Term”).
	 	 
	2.	DUTIES
    AND RELATIONSHIP BETWEEN THE PARTIES
	 	 
	2.1	The
    Consultant shall perform the services generally required of a [●] of a publicly-traded corporation in the United States
    (the “Services”) in addition to such other duties as may be required by the Board of Directors of the Corporation
    (the “Board”).
	 	 
	2.2	Throughout
    the Term, the Consultant shall:


 


	 	(a)	devote
    sufficient time to the business of the Corporation for the performance of the Services;


 




     


    	 	- 2 -	 



    

 


	 	(b)	provide
    the Services in a proper, loyal and efficient manner and use its best efforts to maintain and promote the interests and reputation
    of the Corporation and not do anything which may harm such interests or reputation;
	 	 	 
	 	(c)	carry
    out all lawful instructions and directions from time to time given to it by the Board;
	 	 	 
	 	(d)	if
    requested by the Board, promptly give all information and explanations to the Board as it may reasonably require in connection
    with matters relating to this Agreement or the business of the Corporation; and
	 	 	 
	 	(e)	comply
    with all applicable laws when providing the Services to the Corporation and otherwise discharging its duties and responsibilities
    to the Corporation.


 


	2.3	The
    relationship between the Consultant and the Corporation is intended to be, and shall be construed as, that of independent
    contracting parties only and not that of employment, partnership, joint venture, agency or any other association whatsoever.
    Nothing whatsoever contained in this Agreement shall constitute either party as having authority to bind the other in any
    manner whatsoever, and nothing whatsoever contained herein shall give or is intended to give any rights of any kind to any
    third party. For clarity, the Consultant shall be solely responsible for deciding the time, place and manner in which it provides
    the Services, subject to Sections 2.2(c) and 2.2(e), and supplying any and all materials, equipment and work space that may
    be required in order to provide the Services, including, but not limited to, electronic storage devices.
	 	 
	2.4	The
    Consultant shall refer to the Board all matters and transactions in which a potential conflict of interest between the Consultant
    and the Corporation may arise and shall not proceed with any such matters or transactions until the Board’s express
    approval thereof is obtained in writing.
	 	 
	3.	COMPENSATION
	 	 
	3.1	Remuneration.
    The Corporation shall pay the Consultant an aggregate amount of $125,000 per annum plus HST on a bi-monthly basis. Any amounts
    payable by the Corporation to the Consultant hereunder shall be accrued by the Corporation and paid out in arrears promptly
    following the completion of a financing.
	 	 
	3.2	EPS
    Bonus. Promptly upon the Corporation generating earnings per share (“EPS”) of $0.05, plus any multiple
    thereof, in any fiscal year during the Term as disclosed in the Corporation’s audited consolidated financial statements
    for such year, the Corporation shall issue the Consultant 1,000,000 shares of the Corporation’s common stock, subject
    to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events
    relating to such stock occurring after the date hereof, and pay the Consultant $250,000 plus HST in cash by cheque, bank draft
    or wire transfer of immediately available funds. For clarity, the Consultant shall be entitled to receive the foregoing bonus
    for each $0.05 in EPS generated by the Corporation in a fiscal year, such that, for example, if the Corporation generates
    $0.15 in EPS in one fiscal year, the Corporation shall pay the Consultant an aggregate of $750,000 plus HST in cash and issue
    the Consultant an aggregate of 3,000,000 shares of the Corporation’s common stock.


 




     


    	 	- 3 -	 



    

 


	3.3	Change
    of Control Bonus. Immediately prior to the completion of a Change of Control, the Corporation shall issue the Consultant
    an aggregate of 20,000,000 shares of the Corporation’s common stock, subject to adjustment as described in Section 3.2,
    in recognition of the Consultant’s contribution to the Corporation. For the purpose of this Section 3.3, “Change
    of Control” means:


 


	 	(a)	the
    direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Corporation to
    any person or entity or group of persons or entities acting in concert as a partnership or other group, but not including
    the entering into of an option or joint venture agreement;
	 	 	 
	 	(b)	the
    merger or consolidation of the Corporation with or into another entity where the shareholders of the Corporation immediately
    prior to the transaction will hold less than 50% of the voting securities of the resulting entity upon the completion of the
    transaction;
	 	 	 
	 	(c)	any
    direct or indirect change in the beneficial ownership of the voting securities of the Corporation where the change in beneficial
    ownership is sufficient to allow any person or group of persons acting jointly or in concert to elect or appoint a majority
    of the Board;
	 	 	 
	 	(d)	any
    person or combination of persons acting jointly or in concert, acquiring or becoming the beneficial owner, directly or indirectly,
    of more than 50% of the voting securities of the Corporation whether through the acquisition of previously issued and outstanding
    voting securities of the Corporation or of voting securities of the Corporation that have not previously been issued or any
    combination thereof or any other transaction with similar effect; or
	 	 	 
	 	(e)	a
    change in the composition of the Board as a result of a proposal by a shareholder group not supported by management of the
    Corporation resulting in the members of the Board on the date hereof representing less than 51% of the members of the Board
    following the change in the composition of the Board. For the avoidance of doubt, this provision does not apply to a change
    in the composition of the Board supported by management.


 


	3.4	Additional
    Bonus. The Corporation may from time to time pay the Consultant one or more additional bonuses as may be determined by
    the Board or any committee thereof, in its sole discretion.
	 	 
	3.5	Expenses.
    The Corporation may, in its sole discretion, reimburse the Consultant for the Consultant’s reasonable expenses or disbursements
    actually and reasonably incurred or made by it in connection with the performance of the Services. In order for such expenses
    or disbursements to be eligible for reimbursement, the Consultant must obtain written approval from the President of the Corporation
    in advance of incurring them. For all such expenses and disbursements the Consultant shall supply the Corporation with originals
    of all receipts, invoices or statements in respect of which the Consultant seeks reimbursement, in such form as may reasonably
    be required by the Corporation and at such times or intervals as may be required by the Corporation.
	 	 
	3.6	Deductions.
    All payments by the Corporation under this Agreement shall be less any deductions or withholdings required by applicable law.
	 	 
	3.7	Restrictive
    Legends. The Consultant acknowledges and agrees that upon the issuance thereof, and until such time as the same is no
    longer required under applicable securities laws, regulations, rules and policies, any certificates representing securities
    issued by the Corporation to the Consultant shall bear a legend in substantially the following form, in addition to any other
    required restrictive legends:


 


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.


 




     


    	 	- 4 -	 



    

 


	4.	NON-COMPETITION
	 	 
	4.1	Non-Competition.
    The Consultant shall not, for a period of 12 months from the date of termination of this Agreement (the “Termination
    Date”):


 


	 	(a)	directly
    or indirectly, either personally, by agent or by letters, circulars or advertisements, contact for the purpose of solicitation
    or solicit any person, firm, association, syndicate, partnership, joint venture, collaboration, corporation or other entity
    that is or was a customer or strategic partner of the Corporation on or at any time within the 24 months prior to the Termination
    Date or who was scheduled to become a customer or strategic partner of the Corporation within the 12 months prior to the Termination
    Date;
	 	 	 
	 	(b)	induce
    or attempt to induce any person:


 


	 	(i)	who
    was an employee of the Corporation at the Termination Date, or
	 	 	 
	 	(ii)	who
    has been, during the 24 months prior to such inducement or attempted inducement, an employee of the Corporation,


 


	 	 	to
    leave the employ of the Corporation, whether to join the Consultant in a similar enterprise or otherwise;
	 	 	 
	 	(c)	either
    directly or indirectly, solicit, divert or take away any staff, personnel, trade, business or goodwill from the Corporation,
    or otherwise compete for any of the foregoing, that became known to the Consultant through his relationship with the Corporation;
    or
	 	 	 
	 	(d)	influence
    or attempt to influence any of person not to do business with the Corporation.


 


	4.2	Delivery
    of Records. Any and all computer code, data, notes, diagrams, reports, notebook pages, memoranda and like materials, including
    Confidential Information and Inventions (each as defined below) received from or developed for the Corporation and any copies
    or excerpts thereof shall remain the property of the Corporation. Upon the termination of the Consultant’s relationship
    with the Corporation under this Agreement, or at anytime during the term of its engagement, the Consultant shall, at the request
    of the Corporation, deliver to the Corporation all such materials and other property belonging to the Corporation or developed
    in connection with the business of the Corporation.
	 	 
	4.3	Business
    Opportunity. The Consultant agrees to communicate at once to the Corporation all material business opportunities which
    come to the Consultant in the course of the Consultant’s engagement and deliver to and assign ownership to the Corporation
    of all inventions and improvements in the nature of the business of the Corporation which the Consultant may conceive, make
    or discover, become aware, directly or indirectly, or have presented to the Consultant and such business opportunities, including
    opportunities to acquire inventions and improvements, shall become the exclusive property of the Corporation without any obligation
    on the part of the Corporation to make any payment for the same.
	 	 
	4.4	The
    provisions of this Section 4 shall survive the termination of this Agreement for a period of 24 months.


 




     


    	 	- 5 -	 



    

 


	5.	CONFIDENTIALITY
	 	 
	5.1	In
    the course of carrying out and performing his duties, the Consultant may obtain access to and be entrusted with Confidential
    Information (as defined below) relating to the business and affairs of the Corporation.
	 	 
	5.2	The
    term “Confidential Information” as used in this Agreement means all trade secrets, proprietary information
    and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or
    developed by the Consultant or its affiliates or received by the Corporation from an outside source which is maintained in
    confidence by the Corporation or any of its customers to obtain a competitive advantage over competitors who do not have access
    to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing,
    Confidential Information includes:


 


	 	(a)	any
    ideas, improvements, know-how, research, inventions, innovations, products, services, sales, scientific or other formulae,
    patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments,
    technical data, designs, devices, patterns, concepts, computer programs, computer code, creative development, training or
    service manuals, plans for new or revised services or products or other plans, items or strategy methods on the compilation
    of information, or works in process, or any Invention (as defined below), or parts thereof, and any and all revisions and
    improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the business
    or affairs of the Corporation, or that result from any marketing, research and/or development activities;
	 	 	 
	 	(b)	any
    information relating to the relationship of the Corporation with any clients, customers, suppliers, principals, contacts or
    prospects of the Corporation and any information relating to the requirements, specifications, proposals, orders, contracts
    or transactions of or with any such clients, customers, suppliers, principals, contacts or prospects of the Corporation, including
    but not limited to client lists;
	 	 	 
	 	(c)	any
    sales plan, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification,
    business proposal or business agreement; and
	 	 	 
	 	(d)	any
    information relating to the present or proposed business of the Corporation.


 


	5.3	The
    Consultant agrees that the Confidential Information is and will remain the exclusive property of the Corporation. The Consultant
    also agrees that the Confidential Information:


 


	 	(a)	constitutes
    a proprietary right which the Corporation is entitled to protect; and
	 	 	 
	 	(b)	constitutes
    information and knowledge not generally known to the trade.


 


	5.4	The
    Consultant understands that the Corporation may from time to time have in its possession information belonging to others or
    which is claimed by others to be confidential or proprietary and which the Corporation has agreed to keep confidential. The
    Consultant agrees that all such information shall constitute Confidential Information for the purposes of this Agreement.
	 	 
	5.5	For
    purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any
    Confidential Information, such Confidential Information shall be considered a work made for hire and the Corporation shall
    be considered the author thereof.


 




     


    	 	- 6 -	 



    

 


	5.6	The
    Consultant acknowledges that any Confidential Information disclosed by the Corporation to the Consultant is done so in strict
    confidence and the Consultant shall maintain and hold in strict confidence all Confidential Information disclosed to it. The
    disclosure of any Confidential Information by the Consultant in any form whatsoever except as authorized by the Corporation
    or permitted under this Agreement is and shall be considered a breach of this Agreement and shall constitute immediate cause
    for termination.
	 	 
	5.7	Except
    as authorized by the Corporation, the Consultant shall not:


 


	 	(a)	duplicate,
    transfer, disclose, use or allow any other person to duplicate, transfer or disclose any Confidential Information; or
	 	 	 
	 	(b)	incorporate,
    in whole or in part, within any domestic or foreign patent application, any Confidential Information disclosed to the Consultant
    by the Corporation.


 


	5.8	The
    Consultant shall safeguard all Confidential Information to which the Consultant has access at all times so that it is not
    exposed to or used by unauthorized persons, and will exercise at least the same degree of care that the Consultant would use
    to protect its own confidential information.
	 	 
	5.9	The
    restrictive obligations set forth above shall not apply to the disclosure or use of any Confidential Information which:


 


	 	(a)	is
    or later becomes publicly known under circumstances involving no breach of this Agreement by the Consultant;
	 	 	 
	 	(b)	is
    already known to the Consultant outside its engagement at the time of receipt of such Confidential Information;
	 	 	 
	 	(c)	is
    disclosed to a third party under an appropriate confidentiality agreement;
	 	 	 
	 	(d)	is
    lawfully made available to the Consultant by a third party;
	 	 	 
	 	(e)	is
    independently developed by the Consultant, provided the Consultant has not been privy to the Confidential Information; or
	 	 	 
	 	(f)	is
    required by law to be disclosed but only to the extent of such requirement and the Consultant shall immediately notify in
    writing the Board upon receipt of any request for such disclosure.


 


	5.10	The
    provisions of this Section 5 shall survive the termination of this Agreement for a period of 24 months.
	 	 
	6.	OWNERSHIP
    OF INTELLECTUAL PROPERTY
	 	 
	6.1	Any
    new technology, knowledge or information developed by the Consultant related to the business of the Corporation during the
    term of this Agreement shall be the exclusive property of the Corporation.
	 	 
	6.2	The
    Consultant acknowledges that all Confidential Information and all other discoveries, know-how, inventions, ideas, concepts,
    processes, products, protocols, treatments, methods, tests and improvements, computer programs, or parts thereof, conceived,
    developed, reduced to practice or otherwise made by it either alone or with others, and that in any way relates to the present
    programs, services, product or business of the Corporation, during the course of its engagement with the Corporation, whether
    or not conceived, developed, reduced to practice or made during the Consultant’s regular working hours or on the premises
    of the Corporation (collectively, the “Inventions”), and any and all services and products which embody,
    emulate or employ any Inventions will be the sole property of the Corporation and all copyrights, patents, patent rights,
    trademarks, service marks and reproduction rights to, and other proprietary rights in, each such Invention, whether or not
    patentable or copyrightable, will belong exclusively to the Corporation. For purposes of the copyright laws of the United
    States of America, to the extent, if any, that such laws are applicable to any such Invention or any such service or product,
    it will be considered a work made for hire and the Corporation will be considered the author thereof.


 




     


    	 	- 7 -	 



    

 


	6.3	The
    Consultant hereby assigns to the Corporation all its rights (including moral rights), title and interest in and to the Inventions.
	 	 
	6.4	At
    the expense of the Corporation, the Consultant shall assist the Corporation in every proper way to obtain and, from time to
    time to enforce, patents or copyrights in respect of the Inventions in any and all countries, and to that end the Consultant
    shall execute all documents that may be used to apply for, obtain and enforce patents and copyrights on such Inventions as
    the Corporation may desire, together with any assignments of such Inventions to the Corporation or any other persons designated
    by the Corporation.
	 	 
	6.5	The
    Consultant represents and warrants that it is subject to no contractual or other restriction or obligation which shall in
    any way limit its activities on behalf of the Corporation.
	 	 
	6.6	The
    provisions of this Section 6 shall survive the termination of this Agreement for a period of 24 months.
	 	 
	7.	TERMINATION
	 	 
	7.1	The
    Corporation shall be entitled to terminate the Consultant’s engagement under this Agreement at any time in the following
    manner in the following circumstances:


 


	 	(a)	immediately
    by providing written notice to the Consultant, for cause. If this Agreement and the Consultant’s engagement are terminated
    for cause, no notice or compensation shall be paid or payable by the Corporation to the Consultant after or as a result of
    such termination, except for any accrued and unpaid amounts already owed to the Consultant; or
	 	 	 
	 	(b)	upon
    giving the Consultant 12 months’ notice in writing in advance of the expiration of the Term or any renewal period, which
    notice period the Consultant may waive or abridge in its absolute discretion.


 


	7.2	The
    Consultant shall be entitled to terminate his engagement under this Agreement upon giving the Corporation 14 days’ notice
    in writing, which notice period the Corporation may waive or abridge in its absolute discretion.
	 	 
	7.3	The
    Corporation and the Consultant may terminate this Agreement at any time upon mutual agreement in writing.
	 	 
	7.4	This
    Agreement shall terminate automatically upon the death of the Consultant. For clarity, any obligations of the Corporation
    to the Consultant, including, without limitation, the payment of any accrued and unpaid amounts under Sections 3.1 and 3.2,
    shall survive such automatic termination.
	 	 
	7.5	On
    or before the termination of the Consultant’s engagement for any reason whatsoever, the Consultant shall:


 


	 	(a)	resign
    all offices held by it in the Corporation or any related corporation; 
	 	 	 
	 	(b)	deliver
    to the Corporation all records of Confidential Information in its possession; 


 




     


    	 	- 8 -	 



    

 


	 	(c)	permanently
    erase all records of Confidential Information from any electronic storage devices owned by the Consultant; and 
	 	 	 
	 	(d)	deliver
    to the Corporation all other property of the Corporation including business cards, credit cards and charge cards issued to
    the Consultant by or on behalf of the Corporation.
	 	 	 
	 	 	The
    Corporation shall not be liable for any loss of personal data stored in a any electronic storage device owned by the Consultant
    which occurs in any way during the permanent erasure of Confidential Information.


 


	8.	WAIVER
	 	 
	8.1	No
    consent or waiver, express or implied, by either party or any breach or default by either party in the performance of its
    obligations under this Agreement or of any of the terms, covenants or conditions of this Agreement shall be deemed or construed
    to be a consent or waiver of any subsequent or continuing breach or default in such party’s performance or in the terms,
    covenants or conditions of this Agreement. The failure of either party to assert any claim in a timely fashion for any of
    its rights or remedies under this Agreement shall not be construed as a waiver of any such claim and shall not serve to modify,
    alter or restrict any such party’s right to assert such claim at any time thereafter.
	 	 
	9.	NOTICES
	 	 
	9.1	Any
    notice relating to this Agreement or required or permitted to be given in accordance with this Agreement shall be in writing
    and shall be personally delivered, sent by electronic transmission or mailed by registered mail, postage prepaid, to the respective
    addresses of the Corporation and the Consultant set out on the first page of this Agreement. Any notice shall be deemed to
    have been received if delivered personally or by electronic transmission, when so delivered, and if mailed, on the fifth day
    (excluding Saturdays, Sundays and holidays) after the mailing thereof.
	 	 
	9.2	Each
    party may change its address for the purpose of this Section 9 by giving written notice of such change in the manner provided
    for in Section 9.1.
	 	 
	10.	GENERAL
	 	 
	10.1	Currency.
    All references to currency in this Agreement are to United States dollars.
	 	 
	10.2	Inclusive
    Language. All references to the Corporation in this Agreement include, without limitation, any affiliates of the Corporation
    as well as any nominee of the Corporation designated as such in writing.
	 	 
	10.3	Enforceability
    and Injunctive Relief. The Consultant acknowledges that a breach by the Consultant of any of the covenants contained in
    Sections 4 or 5 shall result in damages to the Corporation and that the Corporation could not be adequately compensated for
    such damages by a monetary award. Accordingly, in the event of any such breach, in addition to all other remedies available
    to the Corporation at law or in equity, the Corporation shall be entitled as a matter of right to apply to a court of competent
    jurisdiction for such relief by way of restraining order, temporary or permanent injunction, decree or otherwise, as may be
    appropriate to ensure compliance with the provisions of this Agreement.
	 	 
	10.4	Severability.
    If any provision of this Agreement for any reason is declared invalid, such declaration shall not affect the validity of any
    remaining portion of the Agreement, which remaining portion shall remain in full force and effect as if this Agreement had
    been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the parties that they
    would have executed the remaining portions of this Agreement without including therein any such part, parts or portion which
    may, for any reason, be hereafter declared invalid.


 




     


    	 	- 9 -	 



    

 


	10.5	Entire
    Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter described
    herein and there are no representations or warranties, express or implied, statutory or otherwise other than set forth in
    this Agreement and there are no agreements collateral hereto other than as are expressly set forth or referred to herein.
    This Agreement supersedes any prior agreements, written or oral in respect of the Consultant’s engagement by the Corporation.
	 	 
	10.6	Amendment.
    This Agreement shall not be amended except in writing signed by both parties.
	 	 
	10.7	Assignment.
    The Consultant may not assign, pledge or encumber his interest in this Agreement nor assign any of his rights or duties under
    this Agreement without the prior written consent of the Corporation, such consent in the Corporation’s sole discretion.
	 	 
	10.8	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the
    laws of Canada applicable therein and the parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of
    Ontario with respect to any dispute that may arise with respect to this Agreement.
	 	 
	10.9	Successors.
    This Agreement shall be binding on and enure to the benefit of the successors and permitted assigns of the parties.
	 	 
	10.10	Independent
    Legal Advice. The Consultant acknowledges that this Agreement has been prepared by counsel to the Corporation and acknowledges
    that the Consultant has had sufficient time to review this Agreement thoroughly, that it has read and understood the terms
    of this Agreement and that it has been given the opportunity to obtain independent legal advice concerning the interpretation
    and effect of this Agreement prior to its execution.
	 	 
	10.11	Collection
    and Use of Personal Information. The Consultant acknowledges that the Corporation may collect, use and disclose the Consultant’s
    personal information for business related purposes, and the Consultant consents to the Corporation collecting, using and disclosing
    the personal information of the Consultant for business related purposes in accordance with any privacy policy of the Corporation
    established by it from time to time.
	 	 
	10.12	Counterparts.
    This Agreement may be executed and delivered in counterparts, including by electronic transmission, and such counterparts
    together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the
    date as set out on the first page hereof.


 




     


    	 	- 10 -	 



    

 


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


 


	TROPIC
    INTERNATIONAL INC.	 
	 	 	 
	Per:	 	 
	Name:	[●]	 
	Title:	[●]	 
	 	 	 
	[●]	 	 
	 	 	 
	Per:	 	 
	Name:	[●]	 
	Title:	[●]	 


 




     


    	 	- 11 -	 



    

 







APPENDIX
3


 


FORM
OF STOCK RESTRICTION AGREEMENT


 





STOCK
RESTRICTION AGREEMENT


 


THIS
AGREEMENT is dated as of [●], 2016


 


BETWEEN:


 


TROPIC
INTERNATIONAL INC.


a
Nevada corporation with an address at


1057 Parkinson Road, Unit 9, Woodstock, ON N4S 7W3


 


(the
“Corporation”)


 


AND:


 


GERRY
RACICOT


an
individual with an address at


PO Box 1041, 345691 Quaker Street, Norwich, ON N0J 1P0


 


(“Racicot”)


 


AND:


 


ZORAN
K CORPORATION


an
Ontario corporation with an address at


123 Commerce Valley Drive East, Suite 333, Thornhill, ON L3T 7W8


 


(“ZKC”,
and together with Racicot, the “Shareholders”)


 


WHEREAS:


 


	A.	The
    Shareholders are the holders of those shares of the Corporation’s common stock (each, a “Share”)
    set out beside their names in Schedule “A” attached hereto (each, a “Subject Share”); and
	 	 
	B.	The
    Shareholders and the Corporation desire to enter into this Agreement in order to implement certain restrictions on the transferability
    of the Subject Shares.


 


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.	TRANSFER
    RESTRICTIONS
	 	 
	1.1	Restricted
    Actions. Each Shareholders shall not, directly or indirectly during the Term (as defined herein), sell, offer to sell,
    contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase, or otherwise dispose of or
    agree to dispose of any Subject Shares or any securities convertible into or exchangeable or exercisable for Subject Shares,
    or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly,
    the economic consequence of ownership of any Subject Shares, whether any such transaction is to be settled by the delivery
    of Subject Shares or other securities, in cash or otherwise (collectively, the “Restricted Actions”), except
    as set forth in this Agreement. The Restricted Actions are in addition to and cumulative with any other restrictions on transfer
    otherwise agreed to by either Shareholder or to which either Shareholder is subject under applicable laws.


 




    			 



    	 	 - 2 -	 



    


 


	1.2	Exceptions.
    Notwithstanding anything to the contrary in this Agreement, the following transfers of any Subject Shares made or caused to
    be made by either Shareholder shall not be deemed Restricted Actions:


 


	 	(a)	a
    transfer to the Corporation pursuant to a redemption initiated by the Corporation; 
	 	 	 
	 	(b)	a
    transfer to any director, officer, employee or consultant of the Corporation;
	 	 	 
	 	(c)	a
    transfer to a person over which such Shareholder exercises sole voting and investment control;
	 	 	 
	 	(d)	a
    transfer as a distribution solely to members, partners or stockholders of such Shareholder, if the Shareholder is a corporation,
    body corporate, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability
    company, joint venture or joint stock company; or
	 	 	 
	 	(e)	a
    transfer during such Shareholder’s lifetime or upon such Shareholder’s death by will or intestacy to the Shareholder’s
    beneficiaries or a trust for the benefit of the Shareholder’s beneficiaries. For the purposes of this Agreement, “beneficiary”
    means the Shareholder and the immediate family of the Shareholder, including any relation by blood, marriage or adoption and
    no more remote than a first cousin.


 


Any
transfer of Subject Shares made pursuant to Section 1.2(b), (c), (d) or (e) shall not be valid unless and until each transferee
has agreed in writing to be bound by the terms and conditions of this Agreement in the same manner as such terms and conditions
apply to the Shareholder.


 


	2.	TERM


 


The
term of this Agreement (the “Term”) shall commence on the date hereof and shall terminate on the earlier of
June 30, 2017 or the date that each Shareholder no longer possesses an ownership interest in any Shares.


 


	3.	OWNERSHIP


 


Each
Shareholder represents and warrants to and covenants with the Corporation that such Shareholder has, and except as contemplated
by Section 1.2, for the duration of the Term will have, good and marketable title to its Subject Shares free and clear of all
liens, encumbrances and claims whatsoever. During the Term, each Shareholder shall retain all rights of ownership in its Subject
Shares that have not yet been transferred in accordance with the terms of the this Agreement, including, without limitation, voting
rights and the right to receive any dividends that may declared in respect thereof.


 


	4.	VIOLATIONS
    OF TRANSFER RESTRICTIONS & REMEDIES


 


	4.1	Stop
    Transfer Instructions. Each Shareholder agrees and consents to the Corporation entering stop transfer instructions with
    any registrar and transfer agent of the Shares against the transfer of any Subject Shares except in compliance with this Agreement.
	 	 
	4.2	Violations.
    The Corporation will not be required to (a) transfer on its books any Subject Shares that have been transferred in violation
    of this Agreement, or (b) treat as the owner of any Subject Shares, or accord the right to vote as such owner, or pay dividends
    to any transferee to whom any Subject Shares are purported to have been transferred in violation of this Agreement.
	 	 
	4.3	Power
    of Attorney. Each Shareholder hereby appoints the Corporation as the Shareholder’s attorney-in-fact with irrevocable
    power and authority in the name and on behalf of the Shareholder to take any action and execute all documents and instruments
    which may be necessary to transfer any Subject Shares or any document evidencing the same to the appropriate person or entity
    upon learning of any transfer made in violation of this Agreement.


 






    			 



    	 	 - 3 -	 



    

 









	

    4.4	Injunctions
    & Other Remedies. Each Shareholder acknowledges and agrees that the provisions of this Section 4 are reasonable and
    necessary for the protection of the Corporation’s business interests, that irreparable injury will result to the Corporation
    if either Shareholder breaches any of the terms of the Agreement and, in the event of a breach of any terms hereof, the Corporation
    will have no adequate remedy at law. Each Shareholder further acknowledges that in the event of any actual or threatened breach
    by him of any provision of this Agreement, the Corporation shall be entitled to immediate temporary injunctive and other equitable
    relief without the necessity of demonstrating actual monetary damages. Nothing contained herein shall be construed as prohibiting
    the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery
    of any liquidated damages.


 


	5.	ADJUSTMENTS


 


In
the event of any amalgamation, merger, reorganization, arrangement, consolidation, recapitalization, separation, combination,
liquidation, dividend or other change in the corporate structure of Corporation affecting any Subject Shares, any new securities
replacing such Subject Shares shall be subject to the terms of this Agreement.


 


	6.	REPORT
    OF TRANSFER OF SECURITIES


 


Upon
request, each Shareholder shall within five (5) business days following any sale, transfer or other disposition of any Subject
Shares deliver a report signed by the Shareholder or the Shareholder’s broker to the Corporation at its head office and
addressed to the Corporation’s Chief Financial Officer that includes the following information: (a) the name of the Shareholder;
(b) the number of Subject Shares transferred; (c) the price applicable to the transfer of such Subject Shares, as of the date
of transfer; (d) a statement confirming if the transfer was made via a brokerage transaction or a private transaction; (e) the
name of the securities exchange or quotation system on which such Subject Shares were transferred, if applicable; and (f) if derivatives
of such Subject Shares were transferred, the exercise price, expiry date and other standard terms of the derivatives.


 


	7.	RESTRICTIVE
    LEGENDS


 


All
certificates, direct registration statements or other electronic book-entry system entries representing any Subject Shares shall
have endorsed thereon a legend in substantially the following form (in addition to any other legends which may be required pursuant
to separate agreements between the parties or under applicable laws):


 


“THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON SALE OR OTHER TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE CORPORATION
AND THE REGISTERED HOLDER (OR SUCH HOLDER’S PREDECESSOR IN INTEREST), A COPY OF WHICH IS ON FILE AT THE HEAD OFFICE OF THE
CORPORATION. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SECURITIES SUBJECT TO THE AGREEMENT IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN
CONSENT OF THE CORPORATION.”


 






    			 



    	 	 - 4 -	 



    

 


	8.	GENERAL


 


	8.1	Further
    Actions. 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.
	 	 
	8.2	Alteration
    and Amendment. No alteration or amendment to this Agreement shall take effect unless it is in writing duly executed by
    the Corporation and each Shareholder.
	 	 
	8.3	Time
    of the Essence. Time shall be of the essence of this Agreement.
	 	 
	8.4	Attorneys’
    Fees. Each Shareholder shall reimburse the Corporation for all costs incurred by the Corporation in enforcing the performance
    of, or protecting its rights under, any part of this Agreement against such Shareholder, including reasonable costs of investigation
    and legal fees.
	 	 
	8.5	Independent
    Counsel. Each Shareholder acknowledges that this Agreement has been prepared on behalf of the Corporation by legal counsel
    to the Corporation, and that the Corporation’s legal counsel does not represent, and is not acting on behalf of, the
    Shareholder. Each Shareholder has been advised and provided with an opportunity to consult with the Shareholder’s own
    counsel with respect to this Agreement.
	 	 
	8.6	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.
	 	 
	8.7	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.
	 	 
	8.8	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the
    laws of Canada applicable therein.
	 	 
	8.9	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.
	 	 
	8.10	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.


 


	TROPIC
    INTERNATIONAL INC.	 	 	 
	 	 	 	 	 
	Per:	 	 	 	 
	Name:	John
    Marmora	 	 	 
	Title	President	 	 	 
	 	 	 	 	 
	 	 	ZORAN
    K CORPORATION
	 	 	 	 
	 	 	Per:	 
	GERRY
    RACICOT	 	Name:	Zoran
    Konević
	 	 	Title	CEO


 




    			 



    	 	 - 5 -	 



    


 


SCHEDULE
“A”


 


	Name of Shareholder	 	Number of Subject Shares	 
	Gerry Racicot	 	 	40,000,000	 
	Zoran K Corporation	 	 	60,000,000	 
	Total	 	 	100,000,000	 



 



    			 



    	 	  	 



    



 


APPENDIX
4


 


FORM
OF TERMINATION AGREEMENT


 


TERMINATION
AGREEMENT


 


THIS
AGREEMENT is dated as of [●], 2016


 


BETWEEN:


 


TROPIC
INTERNATIONAL INC.


a
Nevada corporation with an address at


1057
Parkinson Road, Unit 9, Woodstock, ON N4S 7W3


 


(the
“Corporation”)


 


AND:


 


ZORAN
K CORPORATION


an
Ontario corporation with an address at


123
Commerce Valley Drive East, Suite 333, Thornhill, ON L3T 7W8


 


(“ZKC”)


 


WHEREAS:


 


	A.	The
    Corporation and ZKC are parties to a consulting agreement dated February 4, 2016 (the “Consulting Agreement”);
	 	 
	B.	On
    June 6, 2016, the Corporation entered into a share exchange agreement with Notox Bioscience (“Notox”) and
    the shareholders of Notox, including ZKC (the “Share Exchange Agreement”), pursuant to which the Corporation
    proposes to acquire 100% of the issued and outstanding capital stock of Notox from such shareholders; and
	 	 
	C.	It
    is a closing condition of the Share Exchange Agreement that the Corporation and ZKC shall have executed and delivered this
    Agreement on or before the closing date of the share exchange contemplated thereby and entered into a new consulting agreement
    in lieu of the Consulting Agreement.


 


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.	TERMINATION
	 	 
	1.1	In
    accordance with Section 7.4 thereof, the Corporation and ZKC hereby mutually agree to termination the Consulting Agreement.
    In connection with such termination, the Corporation hereby expressly waives its right to require ZKC to comply with the terms
    of Section 7.6 of the Consulting Agreement.
	 	 
	1.2	Except
    as set forth in this Agreement, neither party shall have any further payments, rights or obligations to the other party under
    the Consulting Agreement. For greater certainty, ZKC specifically agrees that no remuneration, commissions, expense reimbursement
    or other compensation relating to or described in the Consulting Agreement is outstanding and payable by the Corporation to
    ZKC. ZKC irrevocably waives any rights it may have under the Consulting Agreement except as provided in Section 8.2 thereof.



 



    	 		 



    	 	- 2 -	 



    

 


	2.	INDEMNIFICATION
	 	 
	2.1	Notwithstanding
    anything to the contrary in this Agreement, the Consulting Agreement, the Share Exchange Agreement or any of their respective
    schedules or appendices, the Corporation hereby agrees to defend, indemnify and hold ZKC and its directors, officers, employees
    and agents (collectively, “Representatives”) harmless from and against any and all damages, losses, costs,
    liabilities and expenses whatsoever (including reasonable legal fees and related disbursements) which ZKC or its Representatives
    may sustain or incur by reason of the business activities of the Corporation, as well as any infringement or alleged infringements
    of patents, trademarks or trade names resulting from the sale of the Corporation’s products, or arising on account of
    warranty claims, negligence claims, product liability claims or similar claims by third parties, that occurred prior to the
    date hereof.
	 	 
	3.	GENERAL
	 	 
	3.1	Enurement.
    This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.
	 	 
	3.2	Amendment.
    This Agreement shall not be amended except in writing signed by the parties.
	 	 
	3.3	Severability.
    If any provision of this Agreement for any reason is declared invalid, such declaration shall not affect the validity of any
    remaining portion of the Agreement, which remaining portion shall remain in full force and effect as if this Agreement had
    been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the Parties that they
    would have executed the remaining portions of this Agreement without including therein any such part, parts or portion which
    may, for any reason, be hereafter declared invalid.
	 	 
	3.4	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the
    laws of Canada applicable therein and the parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of
    Ontario with respect to any dispute that may arise with respect to this Agreement.
	 	 
	3.5	Counterparts.
    This Agreement may be executed and delivered in counterparts, including by electronic transmission, and such counterparts
    together shall constitute one and the same instrument.


 


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


 


	TROPIC
    INTERNATIONAL INC.	 	ZORAN
    K CORPORATION
	 	 	 	 	 	 	 
	Per:	 	 	 	Per:	 	 
	 	Name:	John
    Marmora	 	 	Name:	Zoran
    Konević
	 	Title	President	 	 	Title	CEO