Exhibit 10.1


 


SHARE PURCHASE AGREEMENT 


 


 


THIS AGREEMENT dated as of 6TH
day of October, 2014


 


B E T W E E N:


 


 


 


GREENESTONE HEALTHCARE CORPORATION


A Corporation registered in the state of Colorado


(Hereinafter referred to as “Vendor”)


 


- and -


 


JAINTHEELAL PAREKH MEDICINE PROFESSIONALCORPORATION



A Corporation registered in the Province of
Ontario


(Hereinafter called the “Purchaser”)


 


 


WHEREAS
the Vendor is the owner of all of the shares (the “Shares”) of 1816191 Ontario Ltd. (the “Company”) and
wishes to sell 100% of the Shares to the Purchaser;


 


AND WHEREAS the Company owns and operates endoscopy
clinics in three locations in the province of Ontario (the “Clinics”) and more particularly described in the attached
Schedule A;


 


AND WHEREAS the Company is indebted
to the Vendor for the amount of $1,250,000.00 and which loan is secured against the Clinics (the “Collateral Loan”);


 


NOW THEREFORE in consideration of the mutual
covenants herein contained and other good and valuable consideration, the receipt and sufficiency whereof each of the parties hereto
hereby acknowledges, the parties hereto covenant and agree as follows:


 


 


 


ARTICLE ONE 


DEFINITIONS


Section 1.01. In this Agreement the following terms shall
have the following meanings:


  "Closing Date" or "Closing" means October 15th, 2014 or such later date as the parties may agree to in writing or as may be provided for herein;




 


			



“Signing
Date” means the 6th day of October, 2014 or such later date on which this Agreement has been signed;


 


"Dollars"
means Canadian dollars;


 


  "Interest Rate" means the "prime rate" offered by the Toronto Dominion Bank from time to time, plus 2% per annum;




 


 


 






    	 



    	 



    




ARTICLE TWO


PURCHASE AND SALE OF REAL PROPERTY


 


Section 2.01The Purchaser
hereby purchases and Vendor hereby sell the Shares for the consideration and subject to the terms and conditions hereinafter set
forth, effective on the Closing Date.


 


Section 2.02The following
shall be the terms of payment for the Shares:


 


	a)		the Purchase Price (the “Purchase Price”) payable for the Shares shall
be an amount equal to $10.00 and is dependent on the following conditions being met:



 


		i)	Purchaser agrees that he will pay off the Collateral Loan within six months of the Closing Date together with unpaid interest;



 


		ii)	Purchaser my pay $250,000.00 of the Collateral Loan by submitting for cancellation 3,000,000 shares of the Vendors common stock
and $1,000,000 dollars in cash and/or cancellation of related party debt owed to the purchaser and/or Jaintheelal Parekh.



 


		iii)	Purchasers payment to the Vendor will clear the title to the Property;



 


		iv)	Purchaser will forward all receivables for work performed by the Doctors prior to the closing date immediately upon receipt
of such receivables from OHIP.



 


		v)	Vendor will pay all Vendor payables for all debts incurred by the company up to and including the closing date.






 


 


	b)		This entire agreement shall be conditional upon the payments described in a) above
being made by the Purchaser by March 31, 2015



 


ARTICLE THREE


REPRESENTATIONS AND WARRANTIES OF THE VENDOR


 


Section 3.01Vendor represents and warrants
to the Purchaser as follows.


 


	a)		the Vendor is the registered and beneficial owner of the Shares as set forth in the
recitals, and as of Closing;






	c)		The Vendor knows of no claim, action, proceeding or investigation pending or threatened
which places in question the validity or enforceability of this agreement;



 


	d)		The Board of Directors of the Company have authorized the sale of the Shares;



 


	e)		the Company is duly incorporated and organized
under the laws of Ontario and is duly authorized and licensed to own its properties and to carry on its business in Ontario as
currently performed;



 


	f)		The Vendor represents and warrants, which warranty
is LIMITED to the best of their knowledge and belief, after reasonable enquiry, that the Property of the Company, does not have
any toxic, hazardous, dangerous or potentially dangerous substances or conditions in the soil. Non of the representations set
out in this Agreement will merge on closing and shall survive and in the event that The Vendor breaches this warranty, and in
addition to any other remedies at law, including the right of set-off, the Purchaser may have, The Vendor agrees to indemnify
the Purchaser against any such liabilities relating to the property including but not limited to any liability for cleanup or
any hazardous substances on or under the property and any all other costs and expenses associated therewith.







    	 



    	 



    







ARTICLE FOUR


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


Section 4.01The Purchaser represents and warrants to The Vendor
that:


 


	a)		the Purchaser has been duly incorporated and organized and is validly subsisting under
the laws of the Province of Ontario with full corporate power and authority to enter into and perform this agreement and this
agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms;






 


	b)		the Purchaser knows of no action, claim, proceeding or investigation pending or threatened
which places in question the validity or enforceability of this agreement.



 


	c)		The Purchaser agrees that all employees will remain employed by the Company and that
the Vendor is in no way liable for any severance costs of any of the employees as a result of their employment prior to October
15, 2014 or any time after that.



 


	d)		The Purchaser agrees to adjust on the payment of the Collateral Loan any surplus or
deficit after setting off any payables owing as of October 15, 2014 against any receivables collected for revenue earned prior
to October 15, 2014.



 


	e)		The Purchaser agrees to enter into a sublease agreement for the use of 4 offices and
4 parking spaces by the Vendor for a period of no less than 6 months from the date of closing.






 


ARTICLE FIVE


COVENANTS OF THE VENDOR


 


Section 5.01The Vendor covenants as follows:


 


	a)		All necessary steps and proceedings shall be taken to validly carry out the transaction
herein contemplated including, without limitation, providing an affidavit confirming the truth of the Vendor representations and
warranties hereunder on Closing and also providing evidence of the approval of the board of directors for the Company of the transactions
contemplated herein, as necessary;



 


	b)		The Vendor shall provide the opinions of its corporate counsel, that the Real Property
transferred to the Purchaser shall be free from all encumbrances and title shall be clear;



 


	c)		All of the covenants and warranties of the Vendor shall not merge on closing.



 


ARTICLE SIX


COVENANTS OF THE PURCHASER


 


Section 6.01The Purchaser covenants as follows:


 


	a)		the Purchaser shall cause all necessary steps and corporate proceedings to be taken
to effectively and validly carry out the transaction herein contemplated and also providing evidence of the approval of the board
of directors for the Purchaser of the transactions contemplated herein, as necessary;







    	 



    	 



    




ARTICLE SEVEN


CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
THE PURCHASER AND THE VENDOR


 


Section 7.01The Purchaser’s obligations under this agreement
are subject to the fulfillment on or prior to the Closing Date of the following conditions:


 


	a)		all the representations and warranties herein of The Vendor shall be true on and as
of the Closing Date with the same effect as though they had been made on and as of the Closing Date and The Vendor shall have
provided the corporate opinions described in Article Five hereof;



 


	b)		The Vendor shall have complied with all of the covenants to be complied with by The
Vendor as set forth herein;



 


 


Section 7.02The Purchaser obligations under this agreement are
subject to the fulfillment on or prior to the Closing Date of the following conditions:


 


	a)		all the representations and warranties herein of the Purchaser shall be true on and
as of the Closing Date with the same effect as though they had been made on and as of the Closing Date and the Purchaser shall
have provided the corporate opinion described in Article Six hereof; and



 


	b)		the Purchaser shall have complied with all covenants to be complied with by the Purchaser
as set forth herein.



 


ARTICLE EIGHT


CLOSING AND ADJUSTMENTS


 


Section 8.01The purchase and sale of the Real Property shall
be completed in the offices of the Purchaser on October 15, 2014 or at such other place, date or time as may be mutually agreed
to in writing by the parties hereto (the “Closing Date” or the “Date of Closing”).


 


Section 8.02On
Closing The Purchaser will deliver to the Purchaser a full list of assets and inventory belonging to the Company and a full list
of Employees currently employed by the Company. 


 


Section
8.03 The Vendor will execute a new share certificate in the name of the Purchaser which shall represent 100% of the ownership
of the Company and the share certificate shall be held in trust by the Vendor's lawyer until such time as the Collateral Loan is
paid in full. .


 





 


ARTICLE NINE


POST
CLOSING


 


Section
9.01


 


	a)		Each of The Vendor' and the Purchaser’s
representations and warranties herein are intended to survive the closing of this transaction and not merge.



 


	b)		The Vendor hereby jointly and severally agree
to indemnify and hold harmless the Purchaser from any claim, liability, obligation, cost or other expenditure (collectively a
"Claim") which may result to the Purchaser as a result of any Vendor breaching any representation, warranty or covenant
in this Agreement and further agrees to reimburse the Purchaser for any Claim forthwith upon demand. In addition to any other
remedy at law to enforce the indemnification heretofore set out, shall be the right of set-off.







    	 



    	 



    

 


	c)		The Purchaser hereby agrees to indemnify and
hold harmless The Vendor from any claim, liability, obligation, cost or other expenditure (collectively a "Claim") which
may result to The Vendor as a result of the Purchaser breaching any representation, warranty or covenant in this Agreement and
further agrees to reimburse The Vendor for any Claim forthwith upon demand.



 


ARTICLE TEN


MISCELLANEOUS


 


Section 10.01


 


	a)		Notice. The parties agree that any notice
to be given under this agreement may be sent by prepaid mail, or personal delivery to the following addresses. Such notice shall
be deemed delivered on the day of personal delivery, and five days after mailing.



 


To
The Vendor


 


Attention:
Shawn Leon, President


GreeneStone
Healthcare Corporation


5734
Yonge Street, Suite 300


Toronto,
Ontario


M2M
4E7


 


To
the Purchaser


 


Attention:
Dr. Jaintheelal Parekh, President


Jaintheelal
Parekh Medicine Professional Corporation


3
Braid Place


Guelph,
Ontario


N1G
1W9


 


	b)		Survival All representations and warranties
and indemnities made by the parties herein or pursuant hereto shall speak as of the Closing Date and shall survive the Closing
Date.



 


	c)		Governing Law This agreement shall be
construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada in force therein and the
parties agree to submit any dispute arising out of this agreement to the courts of such Province.



 


	d)		Further Assurances The parties hereto
agree to sign or execute all such other deeds and documents and do such other things as may be necessary or desirable for more
completely and effectually carrying out the terms and intention of this agreement.



 


	e)		Successors and Assigns This agreement
shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, provided that
this agreement shall not be assigned by either party without the express written consent of the other party. The obligations of
The Vendor hereunder shall be joint and several.



 


	f)		Time shall be of the essence of this agreement.



 



    	 



    	 



    




	g)		Entire Agreement. This Agreement is intended
to represent the entire agreement between the parties. Without limiting the generality of the foregoing, the parties agree that
this Agreement supersedes and replaces any other previous agreement or expression of intent between the parties, and in the event
of any conflict between any other document and this Agreement, this Agreement shall govern.



 


	h)		This Agreement may be signed in Counterpart
and by Faxed copy, and shall be binding on any party so signing. The parties agree to exchange original executed copies as
soon as possible thereafter.



 


 


 


 


 


 


 


IN WITNESS WHEREOF the parties hereto have executed and delivered
this agreement as of the time and date first above written.


 


SIGNED
SEALED AND DELIVERED;


 


 


 








	 	JAINTHEELAL PAREKH MEDICINE
    PROFESSIONAL COPRPORATION	 
	 	 	 
	 	/s/Jaintheelal Parekh	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	GREENESTONE HEALTHCARE CORPORATION	 
	 	 	 
	 	/s/Shaw Leon	 
	 	Shawn Leon, President	 







 


 






    	 



    	 



    




 


 


 


 


 


 


 


Schedule “A”


 


CLINICS


 


5734 Yonge Street, Suite 300, Toronto


 


804 Broadview Avenue, Toronto, Ontario


 


670 Bay Street, Toronto, Ontario