Exhibit 10.5


 





AMENDING AGREEMENT NO. 2 TO SHARE
PURCHASE AGREEMENT


 


This
Amending Agreement No. 2 to the Share Purchase Agreement is dated November 27, 2019 (the “Amending Agreement No. 2”)
by and among CannaPharmaRx Canada Corp. (the “Purchaser”), CannaPharmaRx, Inc. (the “Purchaser Parent”)
and Sunniva Inc. (the “Vendor”).


 


WHEREAS,
the Purchaser, the Purchaser Parent and the Vendor entered into the Share Purchase Agreement dated June 11, 2019, as amended by
an amending agreement entered into between such parties dated October 2, 2019 (as so amended, the “Purchase Agreement”);


 


AND,
WHEREAS, the Parties wish to enter into this Amending Agreement to amend and supplement the Purchase Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration (the receipt and sufficiency of
which is acknowledged by each Party), the Parties agree as follows:


 


ARTICLE
1 

INTERPRETATION


 


Section 1.1Defined Terms.


 


In
this Amending Agreement and the recitals hereto, unless otherwise defined, capitalized terms shall have the meaning given to them
in the Purchase Agreement.


 


ARTICLE 2


AMENDMENT TO PURCHASE
AGREEMENT


 


Section 2.1Payment of Purchase Price.


 


Section 2.3 of the Purchase Agreement is hereby
deleted and replaced with the following language:


 


“Section 2.3Payment of Purchase Price.


 


The Purchase Price shall be paid and satisfied as
follows:


 


		(a)	as to $1,206,418.31 (the “Deposit Amount”), by payment
of the Deposit Amount in one or more installments by the Purchaser to the Vendor, such Deposit Amount to be a non- refundable deposit
against the Purchase Price;



 


		(b)	unless the transaction contemplated by this Agreement shall be completed
before payment of such amount, by payment of $700,000 (the “Extension Amount”) by the Purchaser to the Vendor
on or before October 10, 2019, such Extension Amount to be a non-refundable deposit against the Purchase Price;



 


		(c)	as to an amount equal to $4,000,000, by the Purchaser issuing to the Vendor
on the Closing Date a promissory note in the principal amount of $4,000,000 (the “Promissory Note”), which note
shall mature and be due and payable on the twelve-month anniversary of the Closing Date (provided that the Purchaser will pay to
the Vendor all proceeds of any financing or of any sale of debt or equity securities of the Purchaser received by the Purchaser
at any time prior to repayment in full of all amounts owing under the Promissory Note, net of reasonable expenses incurred in connection
therewith, within three Business Days of receipt of such proceeds) bearing interest at a rate of 10% per annum for the period from
the Closing Date to the maturity date of such Promissory Note and at a rate of 20% per annum from and after such maturity date,
the principal and interest of which shall be



 





 


 


 






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exchangeable at any time and
from time to time, at the option of the holder, in whole or in part, for publicly tradable voting common shares of the Purchaser
Parent (the “Purchaser Parent Shares”) based on the volume-weighted average trading price of the Purchaser Parent
Shares on the OTCQX for the five trading days prior to the Closing Date, the obligations of the Purchaser pursuant to the Promissory
Notes being secured by joint and several unconditional guarantees of the Purchaser Parent and Dominic Colvin (each a “Note
Guarantee”), of which the Note Guarantee of the Purchaser Parent will also guarantee delivery to the holder of the Promissory
Notes of any Purchaser Parent Shares issuable pursuant thereto; and


 


		(d)	an amount equal to $14,793,581.69 less the sum of (i) if and to the extent
that such amount is paid to the Purchaser in accordance with clause (b) above, the Extension Amount and (ii) the estimated Closing
Indebtedness set out in the Estimated Closing Indebtedness Statement (as defined below), by payment of such amount by the Purchaser
to the Vendor on the Closing Date.






 


All payments under this Section 2.3 will be made
by certified cheque, bank draft or wire transfer of immediately available funds.”


 


Section 2.2Extension of Outside Date.


 


Section
10.1(b)(ii) of the Purchase Agreement is hereby deleted and replaced with the following language:


 


	 	“(ii)	if any of the items set forth in Section 8.1 have not been delivered or waived on or prior to December 20, 2019 (the “Outside
Date”), or it becomes reasonably apparent that any of such deliveries will not be satisfied on or before the Outside
Date (other than as result of the failure of the Purchaser to perform any of its obligations under this Agreement) and the Purchaser
has not waived such conditions in writing on or prior to the Outside Date.”




 





ARTICLE
3


MISCELLANEOUS


 


Section 3.1Time of the Essence.


 


Time is of the essence in this Amending Agreement.


 


Section 3.2Amendments.


 


This
Amending Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Purchaser and the
Vendor.


 


Section 3.3Further Assurances.


 


From
time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances,
transfers and other assurances as may be reasonably required to effectively carry out the intent of this Amending Agreement.


 


Section 3.4Purchase Agreement Remains in Force.


 


Except
as hereby amended and supplemented by this Amending Agreement, the Purchase Agreement remains in full force and effect.


 


 






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Section 3.5Successors and Assigns.


 


		(1)	This Amending Agreement becomes effective only when executed by all of the
Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted
assigns.



 


		(2)	Neither this Amending Agreement nor any of the rights or obligations under
this Amending Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of
the other Parties.



 


Section 3.6Severability.


 


If any
provision of this Amending Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent
jurisdiction, that provision will be severed from this Amending Agreement, and the remaining provisions will remain in full force
and effect.


 


Section 3.7Entire Agreement.


 


The
Purchase Agreement, as amended by this Amending Agreement, constitutes the entire agreement between the Parties with respect to
the transactions contemplated by the Purchase Agreement and this Amending Agreement and, as so amended, supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof
and thereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral,
statutory or otherwise, between the Parties in connection with the subject matter of the Purchase Agreement and this Amending Agreement,
except as specifically set forth in the Purchase Agreement and this Amending Agreement. The Parties have not relied and are not
relying on any other information, discussion or understanding in entering into this Amending Agreement and completing the transactions
contemplated by the Purchase Agreement or this Amending Agreement.


 


Section 3.8Governing Law.


 


		(1)	This Amending Agreement is governed by and will be interpreted and construed
in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.



 


		(2)	Each Party irrevocably attorns and submits to the non-exclusive jurisdiction
of the courts of British Columbia situated in the City of Vancouver and waives objection to the venue of any proceeding in such
court or that such court provides an inappropriate forum.



 


Section 3.9Counterparts.


 


This
Amending Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts
together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic
means is as effective as a manually executed counterpart of this Amending Agreement.


 


[Signature page follows.]


 


 


 






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IN
WITNESS WHEREOF, the Parties have executed this Amending Agreement as of the date first set forth above.


 


 


  


	CANNAPHARMARX CANADA CORP.	 
	 	 
	By: /s/ Dominic Colvin                 	 
	Name: Dominic Colvin	 
	Title: President and CEO	 
	 	 
	 	 
	CANNAPHARMRX, INC.	 
	 	 
	By: /s/ Dominic Colvin               	 
	Name: Dominic Colvin	 
	Title: President and CEO	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






 


 


 


 


[SIGNATURE PAGE TO AMENDING AGREEMENT]


 


 


 






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	SUNNIVA, INC.	 
	 	 
	By: /s/ Anthony Holler                 	 
	Name: Anthony Holler	 
	Title: Chief Executive Officer	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






 


 


 


 


 


 






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