SHARE EXCHANGE AGREEMENT





dated as of





April 8th, 2014





between





INDIE GROWERS ASSOCIATION INC.





and





THE UNDERSIGNED SHAREHOLDERS





relating to the purchase and sale





of





100% of the Outstanding Member Units





of





INDIE GROWERS UNION LLC


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


SHARE EXCHANGE AGREEMENT


EFFECTIVE DATE OF AGREEMENT: April 8th, 2014


 


THIS SHARE EXCHANGE
AGREEMENT (this “Agreement”) is by and between INDIE GROWERS ASSOCIATION INC. a Nevada corporation (“Buyer”)
and the selling shareholders outlined below (“Sellers”).


W I T N E S S E T H :


WHEREAS the Sellers
are the beneficial owners of 100% of the Member Units of INDIE GROWERS UNION LLC a Washington State LLC (the “Company”)
and desire to sell 100% of the Member Units allocated as described below to Buyer, a publicly traded company and Buyer desires
to purchase the Member Units from Sellers upon the terms and subject to the conditions hereinafter set forth. The member Units
of the Company are held as follows or see attachment B:


85% John Moreno


 


10% Arnie De Witt III 5% Michelle Moreno


 


100% of Indie Growers Union LLC, of which all
Member Units are covered under John Moreno signature.


 


AND WHEREAS Indie Growers Union or the Company
is the registered and beneficial owner of a variety of assets as stated in attachment a and below but inclusive of all contracts
associated with IGU, domain names, intellectual rights and any other assets associated with IGU that are necessary for conducting
the business of the Company, the sufficiency and title of which has been verified by the Buyer.


 


AND WHEREAS the parties agree that the Shares
of Indie Growers Association or the Buyer shall not be subject to a share consolidation for a period of two years from the date
of this Agreement.


 


THEREFORE, the parties hereto agree as
follows:


1.      
Definitions


 


1.                            
Other Definitional and Interpretative Provisions. Unless specified otherwise, in this
Agreement the obligations of any party consisting of more than one Person are joint and several. The words “hereof”,
“herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and
Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural,
and any plural term the singular. Whenever the words “include,” “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they
are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms
refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any
Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise
specified, from and including or through and including, respectively.


 


2.      
Purchase and Sale and Transfer of Rights, Closing Condition


 


1.                            
Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Seller
agrees to sell to Buyer and Buyer agrees to purchase from Seller, 100% of the outstanding Member Units of the Company in exchange
for 87,500,000 shares of common stock of the Buyer issued to the Seller at a deemed price of $0.01 per share for a total purchase
value of $875,000. The total amount of the shares issued and outstanding will be 125m shares. The Shares shall be issued as follows:


See attachment B


 


2.                            
Closing. The Closing shall be before or on April 30th, 2014. 


 


Representations and Warranties of the
Sellers


Seller makes the
following representations and warranties to Buyer with respect to the Company as of the date hereof (except to the extent expressly
relating to a specific date, in which event such representation or warranty shall be made as of such date), which shall be unaffected
by any investigation heretofore or hereafter made by or on behalf of Buyer:


3.                            
Corporate Existence and Power. The Company is a LLC duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its
business as now conducted. 




    	 



    	 



    

 


 


4.                            
Corporate Authorization and Binding Effect. The execution, delivery and performance
by Seller of this Agreement, and the consummation by each of the Sellers and the Company of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate and shareholder action by each of the Sellers and the Company.
Seller and the Company have full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement and each Related Agreement to which it is a party has been duly executed and delivered by Seller and the Company
and, assuming due and valid authorization, execution and delivery thereof by Buyer, this Agreement is a valid and binding obligation
of Seller and the Company party thereto, enforceable in accordance with its terms and conditions.


 


5.                            
Governmental Authorization. The execution, delivery and performance by the Seller of
this Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by or in respect of,
or filing with, any Governmental Authority.


 


6.                            
Noncontravention. The execution, delivery and performance by the Seller of this Agreement
and the consummation by Seller and the Company of the transactions contemplated hereby and thereby do not and will not contravene
or conflict with the certificates or articles of incorporation or bylaws of the Seller or the Company; contravene or conflict with
or constitute a violation of any provision of any Law binding upon or applicable to the Seller or the Company or any of their respective
properties or assets; result in a violation or a breach of, or constitute a default or require any consent under or give rise to
a right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any benefit to which
the Company is entitled under any provision of any note, bond, mortgage, indenture, lease, agreement, contract, obligation or other
instrument to which the Company is bound, or any license, franchise, permit or other similar authorization held by the Company;
or result in the creation or imposition of any Lien on any asset of the Company, except for any Permitted Liens. 


 


7.                            
Capitalization. All outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid, nonassessable and free from preemptive rights. Except as set forth in this Section 3.05, there are
no outstanding shares of capital stock or other voting securities of or other ownership interests in the Company; ) securities
of the Company convertible into or exchangeable for shares of capital stock or voting securities of or other ownership interests
in the Company; or options or other rights to acquire from the Company, or any obligation of the Company to issue, transfer or
sell, any capital stock or voting securities of or other ownership interests in the Company or securities convertible into or exchangeable
for capital stock or voting securities of or other ownership interests in the Company (the items in clauses (i), (ii) and (iii)
being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company to
repurchase, redeem or otherwise acquire any Company Securities. The Company does not have any Subsidiaries.


 


8.                            
Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and
clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lien.



 


9.                            
Permits; Compliance. The Company is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances and orders of any Governmental
Authority necessary for the Company to operate its repair and manufacturing business as currently conducted, to own, lease and
operate its properties and to carry on the Business (the “Company Permits”) and the use and operation by the Company
of its properties and the conduct of the Business comply with the requirements and conditions of all Company Permits.


 


10.                         
Financial Statements. The Company is newly formed and does not yet have consolidated
financial statements of the Company, (collectively, the “Financial Statements”).


 


11.                         
Books and Records. The books of account, minute books and stock record books of the
Company are complete and correct in all material respects and have been maintained in accordance with reasonable and customary
business practices. The minute books of the Company contain records that are complete and correct in all material respects of all
meetings of, and corporate action taken by (including all actions by unanimous written consent), the shareholders and directors
of the Company since inception. True and complete copies of all minute books and all stock record books of the Company have heretofore
been made available to Buyer.


 


12.                         
Absence of Certain Changes. The Company has conducted its business in the ordinary course
consistent with past practices and there has not been:


 


                      
a.           
any event, occurrence or development which has had a Company Material Adverse Effect;


                      
b.           
any declaration, setting aside or payment of any dividend or other distribution with respect
to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company of any outstanding
shares of capital stock or other securities of, or other ownership interests in, the Company;


                       
c.           
any amendment of any material term of any outstanding security of the Company;


                      
d.           
any incurrence, assumption, amendment or guarantee by the Company of any indebtedness for borrowed
money, or any foreign currency, hedging, financial derivatives or similar transactions, other than in the ordinary course of business
and consistent with past practices;


                       
e.           
any creation or assumption by the Company of any Lien, other than Permitted Liens, on any asset
of the Company;


                       
f.           
 any transaction or commitment made, or any contract or agreement entered into, by the Company
relating to its assets or the Business (including the acquisition or disposition of any assets), in either case, material to the
Company, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated
by this Agreement;




    	 



    	 



    

 


                       
g.           
any material change in any method of accounting or accounting practice by the Company.


                      
h.           
any payment, discharge or satisfaction of any material claim, liability or obligation, except
in the ordinary course of business or pursuant to the terms of any Material Contract;


                        
i.           
any material modification to a Material Contract;


                        
j.           
except as required under applicable law or pursuant to existing agreements, any grant of any
severance or termination pay to any director, officer or employee of the Company, increase in compensation, bonus or other benefits
payable under any severance or retirement or termination pay policies of the Company, entering into of any employment, deferred
compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee
of the Company or adoption of any new Employee Plan or modification of any Employee Plan, in the case of each of clauses (i) through
(iv), other than in the ordinary course of business consistent with past practices; or


                      
k.           
any disposal or lapse of any rights to the use of any Intellectual Property Right, which would
have a Company Material Adverse Effect.


 


13.                         
No Undisclosed Material Liabilities. There are no liabilities or obligations of the
Company of any kind, other than:


 


                      
a.           
liabilities or obligations disclosed or provided for in the Balance Sheet or the notes thereto;


                      
b.           
liabilities or obligations incurred in the ordinary course of business since the Balance Sheet
Date;


                       
c.           
liabilities or obligations under this Agreement; and


                      
d.           
other liabilities or obligations which in the aggregate would not have a Company Material Adverse
Effect.


 


14.                         
Litigation. As of the date of this Agreement, there is no judicial or administrative
action, suit or proceeding pending, or to the Knowledge of Seller, threatened against the Company or relating to the Business,
any of the Company’s properties or any of the officers or directors of such companies before any court or arbitrator or before
or by any Governmental Authority that would, individually or in the aggregate, have a Company Material Adverse Effect. The Company
is not subject to any judgment, order or decree that would result in a Company Material Adverse Effect.


 


15.                         
Taxes. The Company has also separately filed all material Tax Returns that it was required
to file for each taxable period. All such Tax Returns were timely filed, correct and complete in all material respects and were
prepared in substantial compliance with all applicable laws and regulations. The Company has paid all material Taxes shown or required
to be shown on such separate Tax Returns.


 


                   
a.              
There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets
of the Company.


                   
b.              
The Company has withheld and paid all employment, sales, use and other Taxes required to have
been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor or other
third party.


                    
c.              
There is no pending or any threatened dispute or claim concerning any material Tax liability
of the Company for any taxable period during which the Company was a member of the Seller’s Affiliated Group.


 


16.                         
Certain Business Practices. Neither the Company nor any of its directors, officers employees
or any other person authorized to act on behalf of the Company has used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity, made any unlawful payment to foreign or domestic government
officials or employees or to foreign or domestic political parties or campaigns from corporate funds, violated any provision of
the Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other
similar unlawful payment to any foreign or domestic government official or employee from corporate funds.


 


17.                         
Environmental Matters. Except as to matters that would not have a Company Material Adverse
Effect:


 


i.        
no complaint has been filed, no penalty has been assessed, and no third-party investigation,
claim, suit, proceeding or review is pending or is threatened by any Governmental Authority or other Person against the Company
and, in each case, alleging or relating to any violation by the Company of any Environmental Law;


ii.       
the Company is in compliance with all Environmental Laws and has obtained and is in compliance
with all permits, licenses, franchises, certificates, approvals and other similar authorizations of any Governmental Authority
(collectively, “Environmental Permits”) required by Environmental Laws to conduct the Business;


 


18.                        
Compliance With Laws and Court Orders. The Company is in compliance with all, and is
not under investigation with respect to applicable Laws.


19.                        
Employee Matters. The Company is in compliance in all material respects with all applicable
Laws respecting employment and employment practices, terms, and conditions of employment, and wages and hours and is not engaged
in any unfair labor practice.


 


20.                         
Title to Assets; Liens. The Company has good title to all the properties and assets
reflected in the Balance Sheet and all assets purchased by the Company since the Balance Sheet Date free and clear of all Liens
(other than Permitted Liens). At the time of the Closing, the assets of the Company, taken together with the rights and benefits
to Buyer arising under the Related Agreements, shall be adequate in all material respects to allow Buyer at such time to conduct
the Business substantially as it is currently being conducted.




    	 



    	 



    

 


21.                         
Material Contracts. The Company is not a party to or bound by any agreement or contract
except as disclosed.


 


                   
a.              
Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed pursuant
to this Section (collectively, “Material Contracts”) is a valid and binding agreement of the Company and is in full
force and effect, and none of the Company or, to the Knowledge of Seller, any other party thereto is in default or breach in any
respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment.


 


22.                     
Insurance. Seller has made available to Buyer copies of all insurance policies providing
coverage in favor of the Company or any of its properties, including “all risk” insurance policies (collectively, the
“Insurance Policies”). There are no material claims by the Company pending under any of the Insurance Policies as to
which coverage has been questioned, denied or disputed by the underwriters of such policies or in respect of which such underwriters
have reserved their rights. As of the date hereof, all Insurance Policies are in full force and effect, all premiums due thereon
have been paid and the Company is in compliance in all material respects with the terms and provisions of the Insurance Policies.



 


23.                     
Intellectual Property. No Company Intellectual Property Right is subject to any outstanding
judgment, injunction, order, decree or agreement restricting the use thereof by the Company or restricting the licensing thereof
by the Company to any Person.


 


                   
a.              
Except as expressly disclosed to Buyer, the Company has the sole and exclusive right to use
the Company Intellectual Property Rights, and no consent of any third party is required for the use thereof by the Company following
additional Intellectual Property Rights other than the Company Intellectual Closing. To the Knowledge of Seller, no claims have
been asserted by any person challenging the use of any Company Intellectual Property Rights, or challenging or questioning the
validity or effectiveness of any such license or agreement. No Property Rights are necessary or material to the conduct of the
Business.


 


3.      
Representations and Warranties of Buyer


Buyer hereby makes
the following representations and warranties to the Sellers as of the date hereof (except to the extent expressly relating to a
specific date, in which event such representation or warranty shall be made as of such date), which shall be unaffected by any
investigation heretofore or hereafter made.


1.                            
Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its
business as now conducted. 


 


2.                            
Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement
and each Related Agreement to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby
have been duly authorized by all necessary corporate and shareholder action by Buyer. Buyer has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Buyer
and, assuming due and valid authorization, execution and delivery thereof by each Seller party thereto, this Agreement is a valid
and binding obligation of Buyer, enforceable in accordance with its terms and conditions.


 


3.                            
Governmental Authorization. The execution, delivery and performance by Buyer of this
Agreement and each Related Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby require
no action by or in respect of, or filing with, any Governmental Authority


 


4.                            
Noncontravention. The execution, delivery and performance by Buyer of this Agreement
and the consummation by Buyer of the transactions contemplated hereby do not and will not contravene or conflict with the articles
of incorporation or bylaws of Buyer, assuming compliance with the matters referred to in Section 4.03, contravene or conflict with
or constitute a violation of any provision of any Law binding upon or applicable to Buyer, result in a violation or a breach of,
or constitute a default or require any consent under or give rise to a right of termination, cancellation or acceleration of any
right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any note, bond, mortgage,
indenture, lease, agreement, contract, obligation or other instrument to which Buyer is bound, or any license, permit or other
similar authorization held by Buyer.


 


5.                            
Litigation. As of the date of this Agreement, there is no judicial or administrative
action, suit or proceeding pending, or to the knowledge of Buyer, threatened against Buyer before any Governmental Authority which
in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.


 


4.      
Covenants of the Sellers


Each of the Sellers
agrees that:


1.                            
Conduct of the Company. Except as expressly contemplated by this Agreement or as otherwise
consented to by Buyer in writing, during the period from the date hereof and continuing, each of the Sellers shall cause the Company
to:


 


                      
a.           
conduct its business in the usual, regular and ordinary course consistent with past practices;


                      
b.           
not mortgage, pledge, sell or dispose of any assets with a value of $3,000 or more in the aggregate,
and not waive, release, grant, transfer or permit to lapse any Company rights of value in excess of $5,000 in the aggregate;


                       
c.           
comply in all material respects with all provisions of any Material Contracts to which the
Company is a party;




    	 



    	 



    

 


 


                      
d.           
not take any action that would result in the representation set forth in Section 3.10(k) being
untrue;


                       
e.           
not enter into any agreement or understanding with any other Person containing any exclusivity,
non-competition or similar provisions that would materially restrict the ability of the Company to compete;


                       
f.           
not adopt or propose any change in its organizational documents (including bylaws); and


 


2.                            
Access to Information; Confidentiality. 


 


3.                                              
 


                      
a.           
After the Closing, Seller will hold, and will use their best efforts to cause their respective
officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled
to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning
the Company, except to the extent that such information can be shown to have been previously known on a nonconfidential basis by
either Seller, in the public domain through no fault of Sellers or their Affiliates or later lawfully acquired by any Seller from
sources other than those related to its prior ownership of the Company. The obligation of Sellers and their Affiliates to hold
any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would
take to preserve the confidentiality of their own similar information.


                      
b.           
On and after the Closing Date, Seller will afford, promptly to Buyer and its agents reasonable
access to its books of account, financial and other records (including accountant’s work papers), information, employees
and auditors to the extent reasonably necessary for Buyer in connection with any audit, investigation, dispute or litigation (other
than any dispute or litigation involving either of the Sellers) relating to the Business; provided that any such access
by Buyer shall be conducted during normal business hours and shall not unreasonably interfere with the conduct of the business
of the Sellers, Buyer shall bear all of the out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding
reimbursement of Seller for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.


                       
     
 


4.                            
Notices of Certain Events. From the date hereof, Seller shall promptly notify Buyer
of:


 


                      
a.           
any actions, suits, claims, investigations or proceedings commenced against the Company or
in respect of which the Company has an indemnification obligation and as to which Seller has Knowledge that, if pending on the
date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12.


 


5.      
Covenants of Buyer


Buyer agrees that:


1.                            
Confidentiality. Prior to the Closing Date and after any termination of this Agreement,
Buyer and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants,
counsel, consultants, advisors and agents to hold, in confidence all confidential documents and information concerning the Company
furnished to Buyer or its Affiliates in connection with the transaction contemplated by this Agreement.


 


2.                            
Trademarks; Tradenames. Buyer shall not permit the Company to use any of the marks or
names of Seller that the parties agree shall belong to Seller after closing. 


 


6.      
Covenants of Buyer and the Sellers


Buyer and the Sellers
agree that:


1.                            
Best Efforts; Further Assurances. Subject to the terms and conditions of this Agreement,
Buyer and the Sellers will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement.
Seller and Buyer shall, and the Sellers shall cause the Company prior to the Closing, and Buyer shall cause the Company after the
Closing, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions
as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.



 


2.                            
Public Announcements. The parties agree to consult with each other before issuing any
press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except
for any press releases and public announcements the making of which may be required by applicable law or any listing agreement
with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation..


 


3.                            
Operational Agreement. Both parties agree that within 90 days of closing an operational
partnership agreement shall be in place, inclusive of employment agreements for principal officers of the Seller. Buyer and Seller
have to date negotiated most of the terms of the agreement and will use their best faith efforts to complete and ratify said agreement.
In the event of a failure to complete an agreement Seller retains the right to purchase the shares sold to the Buyer for an equal
amount of consideration expended by the Buyer. 


 


7.      
Conditions to Closing






    	 



    	 



    

 


1.                            
Conditions to Obligations of Buyer and the Sellers. The obligations of Buyer and the
Sellers to consummate the Closing are subject to the satisfaction of the following conditions:


 


                      
a.           
no provision of any Law shall prohibit the consummation of the Closing;


                      
b.           
there shall not be in effect any Law enacted, enforced, promulgated, issued or deemed applicable
to the transactions contemplated hereby of any Governmental Authority that makes illegal or otherwise materially restrains or prohibits
the consummation of the transactions contemplated hereby.


 


2.                            
Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing
is subject to the satisfaction of the following further conditions:


 


                      
a.           
the Seller shall have performed or complied with in all material respects all of the covenants
and agreements required to be performed by it on or prior to the Closing Date under this Agreement, and the representations and
warranties of the Seller set forth in this Agreement shall be true at and as of the Closing Date as if made at and as of such time
(except as to any representation or warranty which speaks as of a specific date, which must be true as of such date;


                      
b.           
there shall not have occurred any Company Material Adverse Effect after the date hereof which
is continuing on the Closing Date;


                       
c.           
Buyer shall have received all documents it may reasonably request relating to the existence
of the Seller and the authority of the Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and


 


3.                            
Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate
the Closing is subject to satisfaction of the following further conditions:


 


                      
a.           
Buyer shall have performed or complied with in all material respects all of the covenants and
agreements required to be performed by it on or prior to the Closing Date under this Agreement, and the representations and warranties
of Buyer set forth in this Agreement shall be true at and as of the Closing Date as if made at and as of such time (except as to
any representation or warranty which speaks as of a specific date, which must be true as of such date); and


                      
b.           
the Seller shall have received all documents it may reasonably request relating to the existence
of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to the Sellers.


 


8.      
Survival; Indemnification


 


1.                            
Survival. Except as specifically set forth below, the representations and warranties
of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection
herewith shall survive the Closing until the first anniversary of the Closing Date. The covenants and agreements of the parties
hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall
survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements
that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law. Notwithstanding
the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought
under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice
of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time.


 


2.                            
Indemnification. Effective at and after the Closing, Seller hereby indemnifies Buyer
and its Affiliates against and agrees to hold each of them harmless from any and all damage, loss and expense (including reasonable
expenses of investigation and reasonable attorneys’ fees and expenses and any fines or penalties imposed) (“Damages”,
which shall not include amounts subject to indemnification by the Sellers) actually suffered by Buyer or any of its Affiliates
arising out of any misrepresentation or breach of representation or warranty (each such misrepresentation and breach, a “Warranty
Breach”) or breach of covenant or agreement made or to be performed by the Sellers pursuant to this Agreement. 


 


                      
a.           
Effective at and after the Closing, Buyer hereby indemnifies Seller and its Affiliates against
and agrees to hold each of them harmless from any and all Damages actually suffered by Seller or any of its Affiliates arising
out of any Warranty Breach or breach of covenant or agreement made or to be performed by Buyer pursuant to this Agreement. 


 


3.                            
Procedures. The party seeking indemnification under Section 10.02 (the “Indemnified
Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”)
of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which
indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the
Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party
of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party.


 


                      
a.           
The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted
by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled
to assume the control of and appoint lead counsel for such defense, in each case at its expense.


                      
b.           
If the Indemnifying Party shall assume the control of the defense of any Third Party Claim
in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified
Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party
Claim, but only if the 




    	 



    	 



    

 


settlement does not release the Indemnified
Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other
equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such
Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel
shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third
Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld, delayed or conditioned.


                       
c.           
Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense
or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and
attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.
The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such
Indemnified Party.


                      
d.           
Each Indemnified Party shall use reasonable efforts to collect any amounts available under
insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 10.02.


 


4.                            
Knowledge. Notwithstanding anything in this Agreement to the contrary, the rights of
the parties to indemnification based on the representations and warranties set forth in this Agreement shall not be affected by
any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or inaccuracy
of or compliance with, any such representation or warranty.


 


9.      
Termination


 


1.                            
Grounds for Termination. This Agreement may be terminated at any time prior to the Closing:


 


                      
a.           
by mutual written agreement of Seller and Buyer;


                      
b.           
by either Seller or Buyer if consummation of the transactions contemplated hereby would violate
any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or


                       
c.           
by Buyer if Seller shall have filed a petition for relief under the Bankruptcy Code prior to
the Closing or an involuntary petition for relief under the Bankruptcy Code is filed against Seller prior to the Closing by any
party other than (x) Buyer or its Affiliates or (y) any Person acting at the direction of or in concert with Buyer or its Affiliates
and such petition is not dismissed prior to the Closing;


 


The party desiring
to terminate this Agreement pursuant to clauses of this Section 11.01 shall give notice of such termination to the other party.


2.                            
Effect of Termination. If this Agreement is terminated as permitted by Section 11.01,
such termination shall be without liability of any party (or any stockholder, director, officer, employee, agent, consultant or
representative of such party) to any other party to this Agreement; provided that if such termination shall result from either
party’s willful failure to fulfill a condition to the performance of the obligations of the other party, failure to perform
a covenant set forth in this Agreement or breach of any representation or warranty or agreement contained herein, such failing
or breaching party shall be fully liable for any and all Damages incurred or suffered by the other party as a result of such failure
or breach. The provisions of Section 6.01, 12.03, 12.05, 12.06 and 12.07 shall survive any termination hereof pursuant to Section
11.01.


 


10.   
Miscellaneous


 


1.                            
Notices. All notices and other communications hereunder shall be in writing (including
facsimile transmission, with confirmation of receipt) and shall be deemed to have been duly given when delivered personally or
by facsimile, when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt
requested), or three business days after being sent by registered or certified mail, return receipt requested, in each case to
the other party at the following addresses (or to such other address for a party as shall be specified by like notice, provided
that notices of a change of address shall be effective only upon receipt thereof) provided that any communication by facsimile
shall be confirmed by a copy sent via overnight mail to the physical address of the recipient set forth above. All such notices,
requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to
5 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.


 


2.                            
Amendments and Waivers. Any provision of this Agreement may be amended or waived only
if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be effective.


 


                      
a.           
No failure or delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


3.                            
Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.




    	 



    	 



    

 


 


4.                            
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.


 


5.                            
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws and courts of the State of Nevada, without regard to the conflicts of law rules of such country.


 


6.                            
Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the State of Nevada. In any such suit, action or proceeding each party irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. 


 


7.                            
Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.


 


8.                            
Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.


 


9.                            
Severability. If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to affect
the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the fullest extent possible. 


 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


	 	 
	By:	/s/ Robert Coleridge	/s/ Arnie De Witt III
	Name: Robert Coleridge	Name:ARNIE DE WITT III
	
        Title:President

        INDIE GROWERS ASSOCIATION INC.
	
        Shareholder

        Indie Growers Union LLC

	
         

         
	 	 
	
         

        By:
	/s/ John Moreno	By:	/s/ John Moreno
	Name: JOHN MORENO	Name:John Moreno 
	
        Shareholder

        Indie Growers Union LLC
	
        Title: Authorized Signatory for
        all units

        INDIE GROWERS UNION LLC



 


 


 


 


 


 




    	 



    	 



    

 


 


 


Attachment A


 


This agreement was made by and amongst Michelle & John Moreno
care of Indie Growers Union (hereinafter referred to as “Indie Growers Union/MJ Exchange.org”), Colorado & Washington
State Medical Dispensaries (hereinafter referred to as “MMJ DISPENSORIES”) and Arnie Dewitt III (hereinafter referred
to as “Dewitt Sales Inc.” DBA Kung Fu Vapes) is made in reference to the following facts listed below.


 


IGU, MMJ Dispensaries, & Kung Fu Vapes have organized and are
presently conducting business for the purpose of which is (IGU) mixed media marketing, promotion and publishing of HD Content,
“The Green Factory”, the recording and production of compact discs pertaining to the score of The TV Show, records,
merchandise and custom specialty merchandise music & any film related items or major network submission of the Green Factory,
CD/DVD of soundtrack, artwork, and the like, artist/celebrity management, marketing and direction, television and film specials.
(MMJ Dispensaries) Consulting, Building of and servicing of Grow Operations, Grow Equipment Sales and Acquisition, Distribution
Points In state. (IGU) Unionization of All Indie Growers in Washington State, Colorado and each state of the USA. Approved Washington
State Licensing Operation Set Up & SOP consolation, Clandestine Farming, Grower Training, Washington State Inventory Tracking
Software Integration, Armed Logistical Transport, 200 Master Strains, Grow Operation CAD Presentations, Media marketing to all
cannabis Industry IGU members. Exclusive Sales and Service agreement covering The entire United States for Kung Fu Vape Pens, V
Hit and G Hit Product line, import and distribution from China to America, full servicing and warranty of Vape pen products for
Cannabis and in store servicing of Vape Pen Clients. The referenced business conducted by Indie Growers Union & Dewitt Sales
Inc. own equipment, business connections, and R & D, time and Industry connections invested by Indie Growers Union & Dewitt
Sales Inc. over 8 years of doing business (Under Radar) in addition Indie Growers Union & Dewitt Sales Inc. MMJ Dispensaries
has agreed to accept a buyout and or leasing of its license & brand for a Commission from IGU. This will entitle IGU &
Dewitt Sales Inc. to funds generated from MMJ DISPENSORIES, Infrastructure, employees, managers, accountant/book keeper, or any
of its DBA’s and real property. As agreed once the $50,000 good faith has been paid to IGU, All acquired MMJ Dispensaries
in our union agree to allow IGU Operational Authority to Inventory Audit, Gap Audit, DOR Records, Internal Books and Weekly Deposit
verification, and installation of IP Cameras for IGU & Investment Group. In order to accommodate daily operations of MMJ Dispensaries,
Indie Growers Union & Dewitt Sales Inc. for accounting purposes and maintaining of funds for the said business, the parties
will be required to Operate under Indie Growers Union LLC, a Washington Based LLC with no personal liability, that will be activated
by 2/29/2014. This will help prepare for MMJ DISPENSORIES Union members and Public Roll out of Indie Growers & MJ Exchanage.org
and to execute the business now being conducted by said Pre Incorporation , and hereby carry out their expressed desires and intentions
and to jointly contribute as hereinafter set forth, in order to commence and continue the same. All marijuana retail and other
licenses and contracts past, present and future held by Indie Growers Union LLC. will also be vended in.


 


Based upon the foregoing recital of fact all of which are incorporated
herein by reference and mutual promises, terms and conditions hereinafter set forth the parties agree as follows.


 


The parties hereby associate with one another to form a Washington
State Based Entity (hereinafter referred to as the “corporation”) under and pursuant to the laws of the state of Washington
with the following characteristics.


 


The name of the corporation shall be “Indie Growers Union which
may conduct business in any similar or different name at the determination of the board of directors, including but not limited
to the use of the name or names associated with “North West Dream Makerz, Indie Growers Union, MMJ Dispensories, Dewitt Sales
Inc Incorporated and dot.com.


 


 


LIST of ASSETS


Indie Growers UNION LLC


DBA Indie Growers Association


Date: March 15th, 2014


UBI Number: 603-380-361


 


 


CORPORATE PROPERTY


DeWitt Sales 


MMJ Dispensaries


Kung Fu Vapes


 




    	 



    	 



    

 


 


 


 


 


Attachment B


SHARE ALLOCATION


Indie Growers Association


Total shares: 87,500,000


 


John Moreno,


90% or 74,375,000 shares


 


Arnie DeWitt III,


10% or 8,750,000 shares


 


Michelle Moreno


5% or 4,375,000 shares


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


 


 


 


 


 


Attachment C


 


BOARD OF DIRECTORS


2014 - 2015


Indie Growers Association


 


EXECUTIVE TEAM


Arnie DeWitt III, President & CFO


John Moreno, Vice President of Operations


Robert Coleridge CTO


 


DIRECTORS


Michelle Moreno Director of Community Outreach


TBA