SHARE PURCHASE AGREEMENT

BETWEEN

1175579 B.C. LTD.

– and –

EDEN EMPIRE INC.

– and –

EACH COMPANY IDENTIFIED AS A "SUBSIDIARY" IN SCHEDULE A

MAY 17, 2019

ARTICLE 1	INTERPRETATION2
1.11.21.31.41.5	Definitions2Certain Rules of Interpretation8Governing Law8Entire Agreement8Schedules and Exhibits9
ARTICLE 2	PURCHASE AND SALE9
2.12.22.3	Agreement of Purchase and Sale9Purchase Consideration9Payment of Purchase Consideration9
ARTICLE 3	REPRESENTATIONS ANDWARRANTIES10
3.13.23.3	Representations Relating to the Seller10Representations Relating to the Subsidiaries10Representations Relating to the Buyer16
ARTICLE 4	COVENANTS17
4.14.24.34.44.54.64.74.84.94.104.114.124.134.144.15	Conduct of Business Before Closing17Access for Investigation17Actions to Satisfy Closing Conditions18Notification of Change18Confidential Information18Personal Information19Delivery of Books and Records19Tax Returns19Restrictive Covenants—ITA56.419Corporate Governance20Advancement of Bridge Loan20Additional Loans20Transfer of Employment20Non-Offering Prospectus21Share Compensation Plan21
ARTICLE 5	CLOSING CONDITIONS21
5.15.25.3	Conditions for the Benefit of the Buyer21Conditions for the Benefit of the Seller23Mutual Conditions Precedent24
ARTICLE 6	CLOSING ARRANGEMENTS25
6.16.2	Closing25Closing Deliveries25

7.1Mediation25
7.2Termination Rights267.3Effect of Termination27
ARTICLE 8RESTRICTIVE COVENANTS28
8.1Non-Disclosure288.2Non-Competition and Non-Solicitation28
ARTICLE 9GENERAL28
9.1Time of Essence289.2Notices289.3Severability30
9.4Submission to Jurisdiction30
9.5Amendment and Waiver309.6Further Assurances309.7Assignment and Enurement31
9.8Counterparts and Electronic Delivery31
9.9Electronic Delivery31
9.10Costs and Expenses31
9.11Tender31
9.12Payment and Currency31
9.13Public Announcements319.14Equitable Remedies32
9.15No Contra Proferentem32

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of May 17, 2019

B E T W E E N :

1175579 B.C. LTD., a company duly existing under the laws of the Province of British Columbia

(the "Seller")

and -

JEFFREY HORRICKS, an individual residing in the City of Vancouver, British Columbia

("Horricks")

and -

EDEN EMPIRE INC., a company existing under the laws of the Province of British Columbia

(the "Buyer")

and -

Each Person identified as a "Subsidiary" in Schedule A

(each, a "Subsidiary" and, collectively, the "Subsidiaries")

CONTEXT:

A. The Seller collectively owns all of the issued and outstanding shares in the capital of each of the Subsidiaries.
B. The Seller wants to sell to the Buyer and the Buyer wants to purchase from the Seller all of the issued and outstanding shares in the capital of each of the Subsidiaries.

THEREFORE, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

1.1.1 "Abandoned Closing" is defined in Section 7.2.3 and also includes a Closing that does not occur prior to the termination of this Agreement.
1.1.2 "Affiliate" means an affiliate as that term is defined in the Business Corporations Act (British Columbia).
1.1.3 "Agreement" means this agreement, including all Schedules and Exhibits, as it may be confirmed, amended, supplemented or restated by written agreement between the Parties.
1.1.4 "Application" means, in relation to a Subsidiary, an application for a License.
1.1.5 "Books and Records" means all books, ledgers, files, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns, Contracts and other data and information, including all data and information stored on computer-related or other electronic media, of and related to the Subsidiaries and the Business, the Seller, or the Buyer, as applicable.
1.1.6 "Bridge Loan" means the secured loan in the principal amount of $1,100,000 to be made by the Buyer in favour of the Seller.
1.1.7 "Business" means the business of investing in the retail cannabis industry, including the application for Licences and the operation of private non-medical cannabis retail stores upon obtaining such Licences.
1.1.8 "Business Day" means any day excluding a Saturday, Sunday or statutory holiday in the Province of British Columbia, and also excluding any day on which the principal chartered banks located in the City of Vancouver are not open for business during normal banking hours.
1.1.9 "Buyer" is defined in the recital of the Parties above.
1.1.10 "Cannabis Control and Licensing Act" means the Cannabis Control and Licensing Act (British Columbia), and any amendments and regulations thereto.
1.1.11 "Claim" means any claim, demand, action, cause of action, suit, arbitration, investigation, proceeding, complaint, grievance, charge, prosecution, assessment or reassessment, including any appeal or application for review.
1.1.12 "Closing" means a completion of the sale to and purchase by the Buyer of the Purchased Shares of a Subsidiary under this Agreement.
1.1.13 "Closing Date" means any date that the Parties may agree is the date upon which a Closing will take place in respect of a Subsidiary, provided that such Closing Date will be no later than fifteen (15) Business Days after the relevant Subsidiary receives: (a) (i) the Licence in respect of such Subsidiary's Application; or (ii) if the Parties mutually agree, regulatory approval from the LCRB of the transfer of such Subsidiary from the Seller to the Buyer pursuant to this Agreement; and (b) in the case of a Subsidiary occupying a Leased Premises, approval from the applicable lessor.
1.1.14 "Closing Time" means 9:00 a.m. (Vancouver Time) on a Closing Date or any other time on a Closing Date as may be agreed by the Parties.
1.1.15 "Communication" means any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party.
1.1.16 "Confidential Information" means any information about a party to this Agreement unless:
- 1.1.16.1 Such information becomes publicly available through no fault of the receiving party or its respective officers, directors, employees, representatives (including any financial or other advisors) and agents, or any affiliate thereof;
- 1.1.16.2 The use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of this Agreement; or
- 1.1.16.3 The furnishing or use of such information is required by, or necessary in connection with, legal proceedings.
1.1.17 "Constating Documents" means the respective certificates and articles of incorporation of the Subsidiaries.
1.1.18 "Contract" means any agreement, understanding, undertaking, commitment, licence or lease, whether written or oral.
1.1.19 "Employees" means all personnel and independent contractors employed, engaged or retained by any of the Subsidiaries in connection with each Subsidiary's Business, including any that are on medical or long-term disability leave, or other statutory or authorized leave or absence.
1.1.20 "Encumbrance" means any security interest, mortgage, charge, pledge, hypothec, lien, encumbrance, restriction, option, adverse claim or other encumbrance of any kind.
1.1.21 "Financing" is defined in Section 5.2.6.
1.1.22 "GAAP" means Canadian generally accepted accounting principles applicable on the date of the relevant preparation or calculation or on the date of the relevant financial statements or records, including the standards applicable to publicly accountable enterprises under Part I of the CPA Canada Handbook of the Chartered Professional Accountants of Canada.

1.1.23 "Governmental Authority" means:

1.1.23.1 any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory, or taxing authority or power of any nature; and
1.1.23.2 any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them.
1.1.24 "Intellectual Property" means all material trade-marks and trade-mark applications, trade names, certification marks, patents and patent applications, copyrights, domain names, industrial designs, trade secrets, know-how, formulae, processes, inventions, technical expertise, research data and other similar property, owned by or licensed to the Subsidiaries, including all associated registrations and applications for registration, and all associated rights, including moral rights.
1.1.25 "ITA" means the Income Tax Act (Canada).
1.1.26 "Knowledge of the Subsidiaries" means the knowledge that the respective President or Chief Financial Officer of each of the Subsidiaries either has, or would have obtained, after having made or caused to be made all reasonable inquiries necessary to obtain informed knowledge, including inquiries of the records and of management Employees who are reasonably likely to have knowledge of the relevant matter.
1.1.27 "Law" or "Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence of any Governmental Authority.
1.1.28 "LCRB" means the Liquor and Cannabis Regulation Branch which regulates private nonmedical cannabis industries, including retail stores, in the Province of British Columbia.
1.1.29 "Leased Premises" means the lands and premises that are leased by any of the Subsidiaries, as set out in Schedule B.
1.1.30 "Licence" means a licence to operate a private non-medical cannabis retail store issued and regulated under the Cannabis Control and Licensing Act.
1.1.31 "Loss" means any loss, liability, damage, cost, expense, charge, fine, penalty or assessment, including:
- 1.1.31.1 the reasonable costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise;
- 1.1.31.2 all interest, fines and penalties; and
1.1.31.3 all reasonable professional fees and disbursements.
1.1.32 "Material Adverse Effect" means an effect resulting from any change, event, occurrence or state of facts, either individually or in the aggregate, that:
- 1.1.32.1 is, or would reasonably be expected to be, material and adverse to the Business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent, or otherwise), capitalization, operations, prospects, or results of operations of a Subsidiary; or
- 1.1.32.2 would, or would reasonably be expected to, materially impair or delay the consummation of the transactions contemplated by this Agreement,

except that:

1.1.32.3 any change, event, occurrence or state of facts relating to:
- 1.1.32.3.1 conditions affecting the cannabis industry generally in jurisdictions in which the Subsidiaries carry on business, including changes in commodity prices, GAAP, Laws or Taxes;
- 1.1.32.3.2 general economic conditions, or financial, credit, currency exchange, securities or commodities markets in general; or
- 1.1.32.3.3 war, armed hostilities or acts of terrorism,

will not result in a Material Adverse Effect unless it relates primarily to (or has the effect of relating primarily to) the Subsidiaries, or adversely affects the Subsidiaries disproportionately, compared to other businesses of similar size operating in the same industry as the Subsidiaries;

1.1.32.4 any change, event, occurrence or state of facts arising from the announcement of this Agreement will not result in a Material Adverse Effect; and
1.1.32.5 any action taken (or not taken) by a Seller or any of the Subsidiaries that is required to be taken (or not taken) under this Agreement or that is consented to by the Buyer in writing will not result in a Material Adverse Effect.
1.1.33 "Material Contract" means a Contract to which the Subsidiaries is a party or is bound that:
- 1.1.33.1 involves or may result in the payment of money or money's worth by or to any of the Subsidiaries in an amount in excess of $10,000;
- 1.1.33.2 has an unexpired term of more than two years (including renewals);
- 1.1.33.3 cannot be terminated by the applicable Subsidiary without penalty upon less than 30 days' notice; or
- 1.1.33.4 the termination of which, or under which the loss of rights, would have a material and adverse effect on the Business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations, prospects or results of operations of the Subsidiaries.
1.1.34 "Outside Date" means June 30, 2020.
1.1.35 "Parties" means the Seller, the Buyer, and the Subsidiaries collectively, and "Party" means any one of them.
1.1.36 "Permits" means the authorizations, registrations, permits, certificates of approval, approvals, grants, licences, quotas, consents, commitments, rights or privileges (other than those relating to the Intellectual Property) issued or granted by any Governmental Authority to the Subsidiaries.

1.1.37 "Permitted Encumbrances" means:

1.1.37.1 unregistered liens for municipal Taxes, assessments or similar charges incurred by the Subsidiaries in the ordinary course of the Business that are not yet due and payable or, if due and payable, are to be adjusted between the Seller and the Buyer on Closing;
1.1.37.2 unregistered Encumbrances of any nature claimed or held by Her Majesty The Queen in Right of Canada, Her Majesty The Queen in right of any province of Canada in which the Leased Premises are located, or any Governmental Authority under any applicable Law, except for unregistered liens for unpaid realty Taxes, assessments and public utilities;
1.1.37.3 title defects which are of a minor nature and in the aggregate, in the reasonable opinion of the Buyer, do not materially impair the value or use of any of the Leased Premises;
1.1.37.4 zoning restrictions, easements and rights of way or other similar Encumbrances or privileges in respect of real property which in the aggregate, in the reasonable opinion of the Buyer, do not materially impair the value or use of any of the Leased Premises and which are not violated in any respect by existing or proposed structures or land use;
1.1.37.5 Encumbrances created by others upon other lands over which there are easements, rights-of-way, licences or other rights of user in favour of the Leased Premises and which do not materially impede the use of the easements, rightsof-way, licences or other rights of user for the purposes for which they are held; and
1.1.37.6 any Encumbrance which the Buyer has expressly agreed to assume or accept under this Agreement.
1.1.38 "Person" will be broadly interpreted and includes:
- 1.1.38.1 a natural person, whether acting in his or her own capacity, or in his or her capacity as executor, administrator, estate trustee, trustee or personal or legal representative, and the heirs, executors, administrators, estate trustees, trustees or other personal or legal representatives of a natural person;
- 1.1.38.2 a Subsidiaries or a company of any kind, a partnership of any kind, a sole proprietorship, a trust, a joint venture, an association, an unincorporated

association, an unincorporated syndicate, an unincorporated organization or any other association, organization or entity of any kind; and

1.1.38.3 a Governmental Authority.
1.1.39 "Personal Information" means information about an individual who can be identified by the Person who holds that information.
1.1.40 "Privacy Laws" means any Laws that regulate the collection, use or disclosure of Personal Information.
1.1.41 "Purchase Consideration" is defined in Section 2.2.
1.1.42 "Purchased Shares" means all of the issued and outstanding shares in the authorized share structure of a Subsidiary.
1.1.43 "Real Property Leases" means all of the leases between the Subsidiaries, as tenant, and any Person, as landlord, and all amendments to those leases, relating to the leasing by the Subsidiaries of the Leased Premises.
1.1.44 "Release" means to release, spill, leak, pump, pour, emit, empty, discharge, deposit, inject, leach, dispose, dump or permit to escape.
1.1.45 "Representatives" means the advisors, agents, consultants, directors, officers, management, employees, subcontractors, and other representatives, including accountants, auditors, financial advisors, lenders and lawyers of a Person.
1.1.46 "Resulting Issuer" means the Buyer, after it has filed a non-offering prospectus in Canada and complied with all requirements under applicable securities legislation in order to become a reporting issuer in the Province of British Columbia and such other provinces as may be determined in the sole discretion of the Buyer.
1.1.47 "Securities" has the meaning given to that term in the Securities Act (British Columbia).
1.1.48 "Seller" is defined in the recital of the Parties above.
1.1.49 "Straddle Period" is defined in Section 4.8.
1.1.50 "Stub Period Return" is defined in Section 4.8.
1.1.51 "Subsidiary" and "Subsidiaries" are defined in the recital of the Parties above.
1.1.52 "Successors" means, as applicable, the heirs, executors, administrators, estate trustees, trustees, personal or legal representatives, successors and permitted assigns of a Person.
1.1.53 "Tax" or "Taxes" means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind imposed by any Governmental Authority, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof.
1.1.54 "Tax Law" means any Law that imposes Taxes or that deals with the administration or enforcement of liabilities for Taxes.

1.1.55 "Tax Return" means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of those documents or materials listed above in this Section 1.1.55, filed or to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of Taxes.

1.2 Certain Rules of Interpretation

1.2.1 Gender, etc. In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.
1.2.2 Including. Every use of the words "including" or "includes" in this Agreement is to be construed as meaning "including, without limitation" or "includes, without limitation", respectively.
1.2.3 Division and Headings. The division of this Agreement into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
1.2.4 Articles, Sections, etc. References in this Agreement to an Article, Section, Schedule or Exhibit are to be construed as references to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise specified.
1.2.5 Time Periods. Unless otherwise specified in this Agreement, time periods within which or following which any calculation or payment is to be made, or action is to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.
1.2.6 Statutory Instruments. Unless otherwise specified, any reference in this Agreement to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

1.3 Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the Laws of the Province of British Columbia and the Laws of Canada applicable in that Province.

1.4 Entire Agreement

This Agreement, and all other agreements and documents to be delivered thereunder and hereunder, constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the Parties, express or implied, in connection with the subject matter of this Agreement except as specifically set out in this Agreement, or in any other agreements and documents delivered under this Agreement. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement, or in any other agreements and documents delivered under this Agreement.

1.5 Schedules and Exhibits

The following is a list of Schedules:

Schedule	Subject Matter
A	Subsidiaries
B	Leased Premises
C	Allocation of Purchase Consideration
D	Authorized Share Structure of Subsidiaries
E	Operating Expenses of the Seller
F	Outstanding Liabilities of the Seller
G	Form of Bridge Loan
H	Material Contracts

ARTICLE 2 PURCHASE AND SALE

2.1 Agreement of Purchase and Sale

Subject to the terms and conditions of this Agreement, on each applicable Closing Date, the Seller will sell, and the Buyer will purchase, the Purchased Shares of each Subsidiary.

2.2 Purchase Consideration

The aggregate purchase consideration (the "Purchase Consideration") payable by the Buyer to the Seller for the Purchased Shares will be allocated and payable by the Buyer as set forth in Schedule C.

2.3 Payment of Purchase Consideration

The Buyer will pay and satisfy the Purchase Consideration set out in Schedule C at the Closing Time on each Closing Date or other date in a manner provided in Section 9.12.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations Relating to the Seller

The Seller, on its own behalf, represents and warrants to the Buyer as follows, and acknowledges that the Buyer is relying upon these representations and warranties in connection with the purchase of the Purchased Shares, despite any investigation made by or on behalf of the Buyer.

3.1.1 Corporate Existence of Seller. The Seller is a company duly incorporated and validly existing under the Laws of British Columbia.
3.1.2 Capacity and Authority. The Seller has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement.
3.1.3 Binding Obligation. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and other Laws of general application limiting the enforcement of creditors' rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.
3.1.4 Title to Purchased Shares. The Seller is the legal and beneficial owner of the number of Purchased Shares set out in Schedule A opposite each Subsidiary's name under the heading "Number of Purchased Shares Owned by Seller", and has good title to them, free and clear of any Encumbrance except for any restriction on transfer contained in the Constating Documents. At each Closing, the Seller will have the absolute and exclusive right to sell those Purchased Shares to the Buyer as contemplated by this Agreement.
3.1.5 Residence of Seller. The Seller is not a non-resident of Canada for purposes of the ITA.
3.1.6 Absence of Conflict. None of the execution and delivery of this Agreement by the Seller, the performance of the Seller's obligations under this Agreement, or the completion by the Seller of the transactions contemplated by this Agreement will:
- 3.1.6.1 result in or constitute a breach of any term or provision of, or constitute a default under, any Contract to which the Seller is a party or which affects the Purchased Shares owned by the Seller;
- 3.1.6.2 if the Seller is not an individual, result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of the Seller;
- 3.1.6.3 contravene any applicable Law; or
- 3.1.6.4 contravene any judgment, order, writ, injunction or decree of any Governmental Authority.

3.2 Representations Relating to the Subsidiaries

VAN_LAW\ 2993446\9 Each Subsidiary represents and warrants to the Buyer as follows, and acknowledges that the Buyer is relying upon these representations and warranties in connection with the purchase of the Purchased Shares of each Subsidiary, despite any investigation made by or on behalf of the Buyer.

3.2.1 Capacity and Authority. The respective Subsidiary has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement.
3.2.2 Binding Obligation. This Agreement has been duly executed and delivered by the respective Subsidiary and constitutes a valid and binding obligation of the respective Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency and other Laws of general application limiting the enforcement of creditors' rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.
3.2.3 Restrictive Covenants. The respective Subsidiary is not a party to, or bound or affected by, any Contract containing any covenant expressly limiting its ability to compete in any line of business, or limiting its ability to transfer or move any of its assets or operations, or any covenant which could reasonably be expected to have a Material Adverse Effect.
3.2.4 Absence of Conflict. None of the execution and delivery of this Agreement by the respective Subsidiary, the performance of its obligations under this Agreement, or the completion by such Subsidiary of the transactions contemplated by this Agreement will:
- 3.2.4.1 result in or constitute a breach of any term or provision of, or constitute a default under, its Constating Documents;
- 3.2.4.2 result in or constitute a breach of any term or provision of, or constitute a default under, any Material Contract to which the Subsidiary is a party or which affects the Purchased Shares;
- 3.2.4.3 constitute an event that would permit any party to any Material Contract to amend, cancel, terminate or sue for damages with respect to that Material Contract, or to accelerate the maturity of any indebtedness of the Subsidiary, or other obligation of the Subsidiary, under that Material Contract;
- 3.2.4.4 result in the creation or imposition of any Encumbrance on the Purchased Shares of the Subsidiary;
- 3.2.4.5 contravene any applicable Law; or
- 3.2.4.6 contravene any judgment, order, writ, injunction or decree of any Governmental Authority.
3.2.5 Consents. Except as otherwise disclosed in writing to the Buyer, there is no requirement to obtain any consent, approval or waiver of a party under any Material Contract in order to complete the transactions contemplated by this Agreement.
3.2.6 Regulatory Approvals. Other than regulatory approvals from the LCRB, applicable municipalities in which each Subsidiary operates, or otherwise as disclosed by the Seller to the Buyer in writing prior to the execution of this Agreement, no other authorization, approval, order or consent of, or filing with, any Governmental Authority is required on the part of the respective Subsidiary in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.
3.2.7 Subsidiaries and Investments. The respective Subsidiary has no subsidiaries. The respective Subsidiary does not own or hold, directly or indirectly, any Securities of, and does

not have any other interest in, any Person and the respective Subsidiary has not entered into any agreement to acquire any such interest.

3.2.8 Corporate Existence of Subsidiaries. The respective Subsidiary has been duly incorporated and organized, and is validly existing and in good standing as a company under the Business Corporations Act (British Columbia). No proceedings have been taken or authorized by the respective Subsidiary in respect of the bankruptcy, insolvency, liquidation, dissolution or winding up of that Subsidiary.
3.2.9 Constating Documents. The Constating Documents of the respective Subsidiary include all of its charter documents and are in full force and effect. No action has been taken to amend the Constating Documents as they exist as of the date written on the first page of this Agreement.
3.2.10 Capacity and Powers of Subsidiaries. The respective Subsidiary has all necessary corporate power, authority and capacity to own or lease its assets and to carry on the Business as currently being conducted.
3.2.11 Jurisdictions. Schedule A lists every jurisdiction in which the respective Subsidiary is qualified to do business. Neither the character nor location of the Leased Premises nor the nature of the Business, requires qualification to do business in any other jurisdiction.
3.2.12 Authorized and Issued Capital. The authorized share structure of the respective Subsidiary and the number of shares which are issued and outstanding as fully paid shares is as set out in Schedule D.
3.2.13 No Purchase Rights. No Person has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive, contractual or otherwise) capable of becoming an agreement or option, including Securities, warrants or convertible obligations of any kind, for:
- 3.2.13.1 the purchase of any Securities of the respective Subsidiary; or
- 3.2.13.2 the purchase of any of the assets of the respective Subsidiary, other than in the ordinary course of the Business.
3.2.14 Corporate Records. The corporate records and minute books of the respective Subsidiary contain in all material respects complete and accurate minutes of all meetings of, and all written resolutions passed by, the directors and shareholders of the respective Subsidiary, held or passed since incorporation. All those meetings were held, all those resolutions were passed, and the share certificate books, registers of shareholders, registers of transfers and registers of directors of that respective Subsidiary are complete and accurate in all material respects.
3.2.15 Books and Records. The Books and Records fairly and correctly set out and disclose the financial position of the respective Subsidiary, and all material financial transactions of such Subsidiary have been accurately recorded in its Books and Records.

3.2.16 Tax Matters.

3.2.16.1 Except as disclosed to the Buyer in writing:

3.2.16.1.1 all Tax Returns required by applicable Tax Law to be filed on or before the respective Closing Date by or on behalf of the respective Subsidiary have been or will be duly filed on a timely basis in compliance with their due dates under applicable Tax Law with the appropriate Governmental Authorities on or before such Closing Date. Each of those Tax Returns is or will be true, correct and complete in all material respects and none of them has been or will be amended. No position has been taken on any Tax Return with respect to the Business for a taxation year, or other period for which the assessment of any Taxes has not expired, that is contrary to any publicly announced position of a Governmental Authority, or that is substantially similar to any position that a Governmental Authority has successfully challenged in the course of an examination of a Tax Return of such Subsidiary;
3.2.16.1.2 the respective Subsidiary has duly, and on a timely basis, paid or remitted all Taxes required to be paid or remitted by it on or before the respective Closing Date, including all Taxes shown as due and owing on all Tax Returns, all Taxes assessed or reassessed by any Governmental Authority, all Taxes held in trust or deemed to be held in trust for any Governmental Authority, and all instalments on account of Taxes for the current year. The respective Subsidiary will not have any liability for Taxes for any period ending on or before the respective Closing Date, or that portion of any Straddle Period up to and including such Closing Date, other than those liabilities for Taxes disclosed to the Buyer on or before the date of this Agreement;
3.2.16.1.3 there are no liens for Taxes (other than for Taxes not yet due and payable) on any of the properties or assets of the respective Subsidiary, nor are those properties or assets the subject of any trust arising under Tax Law; and
3.2.16.1.4 the respective Subsidiary has not requested, executed, received, or entered into any Contract relating to any waiver, which is still outstanding and which provides for any extension of time in respect of: (i) the assessment, reassessment or collection of any Taxes by any Governmental Authority; (ii) the filing of any Tax Returns in respect of any Taxes for which that Subsidiary is or may be liable; or (iii) the payment or remittance of any Taxes or amounts on account of Taxes.
3.2.16.2 The respective Subsidiary has not been required, and is not currently required, to file any Tax Returns with any Governmental Authority outside Canada or outside the Provinces listed under "Jurisdictions" in Schedule A. No Claims have ever been made by any Governmental Authority that the respective Subsidiary is or may be subject to Tax in a jurisdiction where that Subsidiary does not file Tax Returns. To the Knowledge of the respective Subsidiary, there is no basis for a Claim that the Subsidiary is subject to Tax in a jurisdiction in which it does not file Tax Returns.
3.2.16.3 Except as otherwise disclosed to the Buyer in writing, there are no Tax deficiencies that have been claimed, proposed or asserted in writing against the respective Subsidiary that have not been fully paid or finally settled and there are

no discussions, audits, assertions or Claims now pending, or to the Knowledge of the Subsidiary, threatened, in respect of Taxes due from or with respect to the Subsidiary. No Governmental Authority has challenged, disputed or questioned any Taxes of or any Tax Returns filed by the respective Subsidiary or indicated that an assessment, reassessment or determination in respect of Taxes is proposed. To the Knowledge of the Subsidiary, there are no facts, circumstances, acts, omissions, events, transactions or series of events or transactions occurring wholly or partly on or before the Closing Time, which could, or are likely to, give rise to any discussions, audits, assertions or Claims in respect of Taxes of the respective Subsidiary.

3.2.16.4 All Taxes required to be deducted, withheld or remitted by the respective Subsidiary under any applicable Tax Law from amounts paid or credited by it to or for the account or benefit of any Person, including Taxes on payments to any of its present or former Employees, officers or directors and Taxes on payments to any Person who is a non-resident of Canada, have been properly deducted, withheld and remitted on a timely basis to the appropriate Governmental Authorities.
3.2.16.5 There are no circumstances existing which could result, and the Closing will not result, in the application to the respective Subsidiary of sections 80 through 80.4 of the ITA or any substantially similar provisions of any applicable provincial Tax Laws.
3.2.16.6 The respective Subsidiary has provided to the Buyer copies of all Tax Returns for all fiscal periods for which the relevant limitation period has not expired and all working papers, calculations, and schedules relating to those Tax Returns, together with all communications relating to those Tax Returns from any Governmental Authority and the response, if any, of the Subsidiary to those communications.
3.2.16.7 For purposes of the ITA, the taxation year end of the respective Subsidiary is set out in Schedule A of this Agreement under "Year End".
3.2.17 Absence of Changes. Since the date of the respective Subsidiary's most recent annual financial statements prior to the date of this Agreement, there has not been any change, event or occurrence that, either individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
3.2.18 Title to and Condition of Assets. The respective Subsidiary owns, possesses and has good and marketable title to all of its undertakings, property and assets, including the respective Application, free and clear of all Encumbrances other than Permitted Encumbrances. The undertakings, property and assets of the respective Subsidiary comprise all of the undertakings, property and assets necessary for the Subsidiary to carry on the Business as it is currently operated. All facilities, machinery, equipment, fixtures, vehicles and other tangible assets owned, leased or used by the respective Subsidiary are in good operating condition and repair, ordinary wear and tear excepted, and are reasonably fit and usable for the purposes for which they are being used.
3.2.19 Real Property. Schedule B lists all the particulars of the Leased Premises and Real Property Leases in respect of the respective Subsidiary. All of the respective Real Property Leases are in full force and effect, unamended, and none of them are, to the Knowledge of the

Subsidiary, under any threat of termination. None of the Subsidiaries own any lands or premises.

3.2.20 Intellectual Property. All necessary legal steps have been taken by the respective Subsidiary to preserve its rights to any Intellectual Property owned by that Subsidiary. The Intellectual Property that is owned by the respective Subsidiary is owned free and clear of any Encumbrances other than Permitted Encumbrances, and no Person other than the respective Subsidiary has any right to use that Intellectual Property except as disclosed to the Buyer in writing prior to the date of this Agreement. The use by the respective Subsidiary of any Intellectual Property owned by third parties is valid, and the Subsidiary is not in default or breach of any licence agreement relating to that Intellectual Property, and there exists no state of facts which, after notice or lapse of time or both, would constitute a default or breach under that Intellectual Property. The conduct by the respective Subsidiary of its Business does not infringe the Intellectual Property of any Person.
3.2.21 Material Contracts. Except as otherwise disclosed to the Buyer in writing, the respective Subsidiary is not in default or breach of any Material Contract, and there exists no state of facts which, after notice or lapse of time or both, would constitute a default or breach under any Material Contract. To the Knowledge of the Subsidiary, no counterparty to any Material Contract is in default of any of its obligations under any Material Contract, the Subsidiary is entitled to all benefits under each Material Contract, and the Subsidiary has not received any notice of termination of any Material Contract.
3.2.22 Compliance with Laws. The respective Subsidiary is conducting the Business in material compliance with all applicable Laws, and the Subsidiary has not received notice of any violation by the Subsidiary of any Laws.

3.2.23 Rights to Use Personal Information.

3.2.23.1 All Personal Information in the possession of the respective Subsidiary has been collected, used and disclosed in compliance with all applicable Privacy Laws in those jurisdictions in which such Subsidiary conducts, or is deemed by operation of law in those jurisdictions to conduct, its Business.
3.2.23.2 The respective Subsidiary has disclosed to the Buyer all Contracts and facts concerning the collection, use, retention, destruction and disclosure by that Subsidiary of Personal Information, and there are no other Contracts or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any Personal Information by that Subsidiary in the continued operation of its Business as conducted before the respective Closing.
3.2.23.3 There are no Claims pending or, to the Knowledge of the Subsidiary, threatened with respect to the respective Subsidiary's collection, use or disclosure of Personal Information.

3.2.24 Litigation.

3.2.24.1 Neither Horricks nor the Seller has received any Claims, whether or not purportedly on behalf of or against the respective Subsidiary, pending, commenced, or, to the best knowledge of Horricks, threatened, that might reasonably be expected to have a Material Adverse Effect or that might result in an Encumbrance against the undertakings, property or assets of the respective Subsidiary.

3.2.24.2 Neither Horricks nor the Seller has received notice or a copy of any outstanding judgment, decree, order, ruling or injunction in favour of, against or otherwise involving the respective Subsidiary or relating in any way to the transactions contemplated by this Agreement.
3.2.25 Brokerage Fees. Horricks and the Seller and, to the best knowledge of Horricks, the respective Subsidiary, have not retained any financial advisor, broker, agent or finder, or entered into any agreement entitling any Person to any broker's commission, finder's fee or similar payment, relating to this Agreement or the transactions contemplated by this Agreement.
3.2.26 Disclosure. To the best knowledge of Horricks, no representation or warranty or other statement made by the respective Subsidiary in this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make those statements, in light of the circumstances in which they were made, not misleading.

3.3 Representations Relating to the Buyer

The Buyer represents and warrants to the Seller as follows, and acknowledges that the Seller is relying upon these representations and warranties in connection with the sale of the Purchased Shares, despite any investigation made by or on behalf of the Seller.

3.3.1 Corporate Existence of Buyer. The Buyer is a company duly incorporated and validly existing under the laws of British Columbia.
3.3.2 Capacity and Authority. The Buyer has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement.
3.3.3 Binding Obligation. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency and other Laws of general application limiting the enforcement of creditors' rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.
3.3.4 Absence of Conflict. None of the execution and delivery of this Agreement by the Buyer, the performance of the Buyer's obligations under this Agreement, or the completion by the Buyer of the transactions contemplated by this Agreement, will result in or constitute a breach of any term or provision of, or constitute a default under, the notice of articles and articles of the Buyer or any agreement or other commitment to which the Buyer is a party.
3.3.5 Regulatory Approvals. No authorization, approval, order or consent of, or filing with, any Governmental Authority is required on the part of the Buyer in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.

ARTICLE 4 COVENANTS

4.1 Conduct of Business Before Closing

During the period beginning on the date of this Agreement and ending at the Closing Time on each respective Closing Date, and except as expressly permitted or contemplated by this Agreement, each Subsidiary will:

4.1.1 carry on its Business only in the ordinary course, consistent with past practice;
4.1.2 refrain from entering into any Contract or Real Property Lease, or any amendments thereto, without the prior written consent of the Buyer;
4.1.3 refrain from amending such Application or communicating with the LCRB or any other Governmental Authority in respect of any Application without the prior written consent of the Buyer, other than in the ordinary course of furthering the relevant Application, in which case, the Subsidiary will promptly notify the Buyer of the occurrence and content of such amendment or communication thereafter;
4.1.4 promptly deliver to the Buyer copies of all correspondence, notices, assessments, or other written communication received by it in respect of any Application or License;
4.1.5 except as required by applicable Law, or with the prior written consent of the Buyer, refrain from:
- 4.1.5.1 hiring, engaging or retaining any new employees or independent contractors to be employed, engaged or retained in connection with its Business;
- 4.1.5.2 terminating any Employees or transferring any Employees to any other position, if applicable;
- 4.1.5.3 increasing remuneration of Employees before such Closing Date;
- 4.1.5.4 taking any action to materially increase the aggregate benefits payable to Employees (including granting or modifying any bonus, change of control or termination arrangements, whether monetary or otherwise); or
- 4.1.5.5 taking any action to materially amend any Contract with any Employee;
4.1.6 comply in all material respects with all Laws applicable to its Business; and
4.1.7 apply for, maintain in good standing, and renew all Permits.

4.2 Access for Investigation

4.2.1 The Seller and each Subsidiary will permit the Buyer through its authorized Representatives, until the Closing Date in respect of each Subsidiary, to have reasonable access during normal business hours to the Leased Premises and to all the Books and Records and to the properties and assets of the Seller and each Subsidiary. The Seller and each Subsidiary will also provide the Buyer with any financial and operating data and other information with respect to that Subsidiary or that Subsidiary's Business as the Buyer reasonably requests to enable confirmation of the accuracy of the matters represented and warranted by that Subsidiary or the Seller in Article 3.

4.2.2 The Buyer will permit the Seller through its authorized Representatives, until the last Closing Date contemplated in this Agreement, to have reasonable access during normal business hours to the Books and Records of the Buyer. The Buyer will also provide the Seller with any financial and operating data and other information with respect to the Buyer or its business as the Seller reasonably requests to enable confirmation of the accuracy of the matters represented and warranted by the Buyer in Article 3.

4.3 Actions to Satisfy Closing Conditions

Each Party will take or cause to be taken all actions that are within its power to control, and will make all commercially reasonable efforts to cause other actions to be taken which are not within its power to control, to ensure its compliance with, and satisfaction of, all conditions in Article 5 that are for the benefit of any other Party.

4.4 Notification of Change

Each Party agrees that it will notify the other Parties promptly in writing of the occurrence, or failure to occur, at any time from the date of this Agreement until the Closing Time of the Closing Date in respect of each Subsidiary, of any event or state of facts which occurrence or failure to occur would be reasonably likely to:

4.4.1 cause any of that Party's representations or warranties in this Agreement to be inaccurate at such Closing Time;
4.4.2 result in the failure to comply with any covenant to be complied with by that Party before such Closing Time; or
4.4.3 result in the failure to satisfy any of the conditions precedent in favour of any other Party,

provided that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties in this Agreement. Each Party agrees to discuss in good faith with the other Parties any change in circumstances (actual, anticipated or, to that Party's knowledge, contemplated or threatened) that may give rise to a reasonable question whether notice needs to be given to the other Parties under this Section 4.4.

4.5 Confidential Information

All information relating to the Seller or any Subsidiary and disclosed to the Buyer, or relating to the Buyer and disclosed to the Seller or any Subsidiary, under the terms of this Agreement will be treated as Confidential Information. Except as and to the extent required by law, no Party (the "Receiving Party") will disclose or use, and each Party will direct its respective Representatives or any affiliate thereof, not to disclose or use, any Confidential Information with respect to any other Party (the "Disclosing Party") furnished, or to be furnished, by the Disclosing Party or their respective Representatives to the Receiving Party or their respective Representatives at any time or in any manner other than as may be agreed to in advance by the Disclosing Party. Upon the written request of a Disclosing Party, the Receiving Party will promptly return or destroy any Confidential Information in its possession with respect to the Disclosing Party, and will direct its Representatives and any affiliates thereof to do the same, and will certify in writing to the Disclosing Party that it has done so.

4.6 Personal Information

4.6.1 The collection, use and disclosure of Personal Information by any of the Parties before the Closing is restricted to those purposes that relate to the transactions contemplated by this Agreement.
4.6.2 Following each Closing, the Buyer will cause the acquired Subsidiary to:
- 4.6.2.1 use and disclose the Personal Information under its control at the time of the Closing solely for the purposes for which that Personal Information was collected or permitted to be used or disclosed before the transactions contemplated by this Agreement were completed;
- 4.6.2.2 neither use nor disclose any of that Personal Information for any purpose that does not relate directly to the Business;
- 4.6.2.3 protect that Personal Information by security safeguards appropriate to the sensitivity of the information; and
- 4.6.2.4 notify the Employees, customers, directors, officers and shareholders whose Personal Information is disclosed that the transactions contemplated by this Agreement have taken place.

4.7 Delivery of Books and Records

At the Closing Time of each Closing Date, the Seller will cause to be delivered to the Buyer all of the Books and Records of the applicable Subsidiary.

4.8 Tax Returns

The Buyer will cause to be prepared and filed on a timely basis all Tax Returns for each acquired Subsidiary for any period that ends on or before the relevant Closing Date and for which Tax Returns have not been filed as of such Closing Date. The Buyer will also cause to be prepared and filed on a timely basis all Tax Returns for each acquired Subsidiary for periods that begin on or before each relevant Closing Date and end after such Closing Date (each a "Straddle Period") (all these Tax Returns together with the Tax Returns referred to in the first sentence of this Section 4.8 being referred to as "Stub Period Returns"). The Seller, the Buyer and the respective Subsidiary will cooperate fully with each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation of all Stub Period Returns and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to the Stub Period Returns. The Buyer will provide to the Seller a copy of the Stub Period Returns.

4.9 Restrictive Covenants—ITA 56.4

The Parties agree and confirm that their collective intent is that no part of any consideration that is payable or receivable pursuant to this Agreement be allocated to any restrictive covenants (as defined in Section 56.4 of the ITA) granted in or pursuant to this Agreement, and that any such covenants are integral to this Agreement and were granted in order to maintain or preserve the fair market value of the Purchased Shares.

4.10 Corporate Governance

Prior to the first Closing, the Buyer will take all necessary corporate action to ensure that its board of directors will be comprised of at least five directors.

4.11 Advancement of Bridge Loan

The Buyer will advance the Bridge Loan to the Seller as follows:

4.11.1 concurrently with the execution of this Agreement, amounts as and when needed for general working capital purposes and for the matters set out in Schedule E, all as mutually agreed to between the parties, and for the avoidance of doubt, the Buyer and the Seller hereby agree that salaries and consulting fees paid by the Buyer, in respect of or on behalf of any Subsidiary or services provided to any Subsidiary, by an employee or consultant who has been engaged by the Buyer will not be an advance of the Bridge Loan; and
4.11.2 concurrently with the first Closing, the amount set out in Schedule F for the purpose of repaying all outstanding liabilities of the Seller set out in that Schedule, and for the avoidance of doubt, should the first Closing occur on the Outside Date, the amount set out in Schedule F hereto shall be first repaid and the total amount of the Bridge Loan then outstanding inclusive of all accrued and unpaid interest thereon shall be forgiven by the Seller.

The Bridge Loan shall be in the form attached at Schedule G, bear interest at a rate of 8.0% per annum, and be secured under the laws of British Columbia. The Bridge Loan shall mature on the Outside Date. As of the date of each Closing, including any Closing(s) occurring on the Outside Date, the Bridge Loan and all accrued and unpaid interest thereon then outstanding will be forgiven by the Buyer. The Bridge Loan will be repayable in cash or in common shares of the Seller at a deemed price per common share of $0.30 in the sole discretion of the Seller.

4.12 Additional Loans

Should the Seller require further capital loans (the "Additional Loans") from the Buyer from time to time for the operation of the Business, to cover its financial obligations or for any other business purpose as may be mutually agreed between the Seller and the Buyer:

4.12.1 the Seller shall deliver written notice to the Buyer pursuant to Section 9.2 of its need for Additional Loans (a "Loan Request");
4.12.2 such Additional Loans shall be made on substantially the same terms as the Bridge Loan; and
4.12.3 should the Buyer fail to make such Additional Loans to the Seller within five (5) Business Days of its receipt of a Loan Request and notwithstanding any other provision of this Agreement, the Seller shall be permitted to undertake any debt and/or equity financing, or any combination thereof, on any terms the Seller may consider reasonable in its absolute discretion, which may include the provision of security.

4.13 Transfer of Employment

Within 45 days following the execution of this Agreement:

4.13.1 the Seller shall terminate all employees and contractors of the Seller who perform their duties primarily in respect of the Subsidiaries, and the Seller shall deliver to the Buyer a breakdown of all compensation owing to such employees and contractors then accrued, including salary, wages, overtime, vacation and holiday pay (the "Employment Liabilities"); and
4.13.2 the Buyer shall pay all Employment Liabilities owing and make written offers of employment to all of the employees of the Seller who perform their employment duties primarily in respect of the Subsidiaries and on substantially the same terms and conditions to which such employees were previously employed by the Seller.

For greater certainty, it is mutually agreed between the Buyer and the Seller that the Seller shall not be assuming, and shall not be responsible for, any of the liabilities, debts or obligations resulting from any transfer of employment or termination of any employee or contractor of the Seller pursuant to this Agreement, whether past, present or future, absolute or contingent, and the Buyer shall indemnify and save harmless the Seller from and against all costs, expenses, losses, claims or liabilities, including reasonable legal fees and disbursements on a solicitor and his own client basis, suffered or incurred by the Seller arising out of any such liabilities, debts and/or obligations.

4.14 Non-Offering Prospectus

Within a reasonable time after the execution of this Agreement, the Buyer will file a non-offering prospectus in Canada which shall contain the disclosure of its business required by, and conform and comply, in all material respects, to all requirements of applicable securities legislation in order to enable it to become a reporting issuer in the Province of British Columbia and such other provinces of Canada as may be determined in the sole discretion of the Buyer.

4.15 Share Compensation Plan

Following the Buyer becoming a Resulting Issuer, the Resulting Issuer will adopt an incentive share compensation plan consisting of a stock option plan and a restricted share unit plan which will be a rolling plan and will provide for the grant of stock options and restricted share units in an amount of up to 10% of the issued and outstanding common shares of the Resulting Issuer at the time of grant.

ARTICLE 5 CLOSING CONDITIONS

5.1 Conditions for the Benefit of the Buyer

The obligation of the Buyer to complete the purchase of the Purchased Shares is subject to the satisfaction, or waiver by the Buyer, at or before the Closing Time of the respective Closing, of the following conditions, which are for the sole benefit of the Buyer and which may be waived, in whole or in part, by the Buyer at any time without prejudice to the Buyer's right to rely on any other condition precedent.

5.1.1 Representations and Warranties. The representations and warranties of the Seller and each of the Subsidiaries made in this Agreement that are qualified by materiality or Material Adverse Effect will be true and accurate at the Closing Time as if made as of the Closing Time, and each of the other representations and warranties of the Seller and each of the Subsidiaries made in this Agreement will be true and accurate in all material respects at the Closing Time as if made as of the Closing Time.

5.1.2 Covenants. The Seller and each of the Subsidiaries will have performed in all material respects each of its obligations required to be performed at or before the Closing Time under this Agreement.
5.1.3 Grant of Licence. With respect to each Closing, the relevant Subsidiary will have received: (i) the Licence in respect of such Subsidiary's Application, or (ii) if the Parties mutually agree, regulatory approval from the LCRB of the transfer of such Subsidiary from the Seller to the Buyer pursuant to this Agreement.
5.1.4 Bridge Loan. For the first Closing only, the Seller will have complied with all of the terms and conditions of the Bridge Loan.
5.1.5 No Material Adverse Effect. Since the date listed on the first page of this Agreement there will not have been any change, event, occurrence or state of facts that, either individually or in the aggregate, result in, or would reasonably be expected to result in, a Material Adverse Effect.
5.1.6 Deliveries. The Seller will have delivered, or cause to be delivered, to the Buyer the following in form and substance satisfactory to the Buyer for each Closing:
- 5.1.6.1 a certificate of the relevant Subsidiary, signed on its behalf by a senior officer of that Subsidiary, confirming the matters set out in Sections 5.1.1 (Representations and Warranties) and 5.1.2 (Covenants) that are applicable to that Subsidiary, dated as of the relevant Closing Date;
- 5.1.6.2 a certificate of the Seller, signed on its behalf by a senior officer of the Seller, confirming the matters set out in Sections 5.1.1 (Representations and Warranties) and 5.1.2 (Covenants) that are applicable to the Seller, dated as of the relevant Closing Date;
- 5.1.6.3 original share certificates representing the relevant Purchased Shares, duly endorsed by an effective endorsement for transfer to the Buyer;
- 5.1.6.4 a copy of the relevant Licence or evidence of the grant thereof, and all correspondence from the LCRB regarding such Licence, including compliance notices, information and any enforcement actions;
- 5.1.6.5 certified copies of resolutions of the directors of the relevant Subsidiary authorizing the transfer of the relevant Purchased Shares to the Buyer;
- 5.1.6.6 executed resignations effective as at the relevant Closing Time of each director and/or officer of the acquired Subsidiary, as specified by the Buyer prior to the relevant Closing Date;
- 5.1.6.7 releases from the Seller and each of the individuals specified in Section 5.1.6.6 of all Claims they may have against the acquired Subsidiary;
- 5.1.6.8 the consents referred to in Section 5.3.2 (Consents);
- 5.1.6.9 all Books and Records of the acquired Subsidiary; and

5.1.6.10 all other documentation and evidence reasonably requested by the Buyer in order to establish the due authorization and completion by the Seller and the acquired Subsidiary of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the boards of directors and shareholders of the Seller and the acquired Subsidiary required to effectively carry out their respective obligations under this Agreement.

5.2 Conditions for the Benefit of the Seller

The obligation of the Seller to complete the sale of the Purchased Shares is subject to the satisfaction, or waiver by the Seller, at or before the Closing Time of each Closing, of the following conditions, which are for the sole benefit of each Seller and which may be waived, in whole or in part, by the Seller at any time without prejudice to any Seller's right to rely on any other condition precedent.

5.2.1 Representations and Warranties. The representations and warranties of the Buyer made in this Agreement that are qualified by materiality will be true and accurate at the Closing Time of each Closing as if made as of that Closing Time, and each of the other representations and warranties of the Buyer made in this Agreement will be true and accurate in all material respects at each Closing Time as if made as of that Closing Time.
5.2.2 Covenants. The Buyer will have performed in all material respects its obligations required to be performed at or before the Closing Time of each Closing under this Agreement.
5.2.3 Bridge Loan. For the first Closing only, the Buyer will have complied with all of the terms and conditions of the Bridge Loan.
5.2.4 Deliveries. The Buyer will have delivered to the Seller the following in form and substance satisfactory to the Seller:
- 5.2.4.1 a certificate of the Buyer, signed on its behalf by a senior officer of the Buyer, confirming the matters set out in Sections 5.2.1 (Representations and Warranties) and 5.2.2 (Covenants), dated as of the applicable Closing Date;
- 5.2.4.2 a duly executed copy of the Bridge Loan agreement and the advance of the Bridge Loan described in Section 4.11.1 paid in the manner provided in Section 9.12;
- 5.2.4.3 the Purchase Consideration payable in respect of the acquired Subsidiary paid in the manner provided in Section 9.12; and
- 5.2.4.4 all documentation and other evidence reasonably requested by the Seller in order to establish the due authorization and completion by the Buyer of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the board of directors and the shareholders of the Buyer required to effectively carry out the obligations of the Buyer under this Agreement.
5.2.5 Financial Condition. The Buyer will have no outstanding liabilities at each Closing other than costs related to the consummation of the transactions contemplated in this Agreement.
5.2.6 Financing. The Buyer will have completed a financing to raise gross proceeds of between $2,000,000 and $5,000,000 (subject to the Buyer's option to increase the offering in the context of the market at its sole discretion) (the "Financing") at a price per security of the

Resulting Issuer to be determined in the context of the market, which the Buyer and the Seller agree is expected to be no less than $0.30 per security, convertible debenture, or subscription receipt (each convertible into one common share of the Resulting Issuer at the closing of the Financing). Other than industry standard fees paid to licensed dealers in connection with the Financing, no other fees will have been paid in connection with the Financing.

5.3 Mutual Conditions Precedent

The purchase and sale of the Purchased Shares for each Subsidiary is subject to the satisfaction, or waiver by the Buyer and the Seller, at or before the relevant Closing Time, of each of the following conditions, which are for the mutual benefit of the Buyer and the Seller and which may be waived, in whole or in part, by consent of the Buyer and the Seller at any time without prejudice to any right of the Buyer or the Seller to rely on any other condition precedent.

5.3.1 Completion of Investigations. Each of the Buyer and the Seller will have had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the transactions contemplated in this Agreement, including audited financial statements for the relevant Subsidiary, if any, prepared by independent auditors in accordance with GAAP, and the Buyer and the Seller being satisfied with the results of such due diligence. Should the Seller be required to prepare any audited financial statements by the Buyer, all costs incurred in connection with the preparation of such audited financial statements shall be paid by the Buyer. Each of the Buyer and the Seller will have reviewed and approved all materials which are germane to their respective decisions to proceed with the transactions contemplated in this Agreement.
5.3.2 Consents. All filings with, notifications to and consents from Governmental Authorities and third parties, including the LCRB, parties to the Material Contracts, and the lessors of the Leased Premises, will have been made, given or obtained on terms acceptable to the Buyer and the Seller, each acting reasonably, so that the transactions contemplated by this Agreement may be completed without resulting in the breach of any applicable Law, or the breach of, any default, termination, amendment or acceleration of any obligation under, any Material Contract, Permit or Real Property Lease, or any Licence of the relevant Subsidiary or affecting the Business.
5.3.3 Corporate Authorization. The Buyer and the Seller will have obtained the necessary approval of their respective boards of directors to enter into and perform their respective obligations under this Agreement.
5.3.4 No Action to Restrain. No order of any Governmental Authority will be in force, and no action or proceeding will be pending or threatened by any Person:
- 5.3.4.1 to restrain or prohibit the completion of the transactions contemplated by this Agreement, including the sale and purchase of the Purchased Shares;
- 5.3.4.2 to restrain or prohibit any the relevant Subsidiary from carrying on the Business; or
- 5.3.4.3 which would have a Material Adverse Effect.
5.3.5 Lease Indemnity. Any indemnity provided by Horricks or the Seller to any of the Subsidiaries in respect of the Leased Premises shall have been validly assigned to and assumed by the Buyer without further recourse to Horricks or the Seller.
5.3.6 Outside Date. On the Outside Date, all of the Closings which have not closed by that date will close provided that the relevant Application for a License has not been absolutely rejected without recourse or appeal, and none of the Seller, Horricks, or the relevant Subsidiary will have received any notice or communication from any Governmental Authority that the relevant Licence will not be granted.

ARTICLE 6 CLOSING ARRANGEMENTS

6.1 Closing

Each Closing will take place at the Closing Time. Each of the Parties will deliver all required documents as originals or by electronic transmission, except that the share certificates representing the Purchased Shares must be delivered in original form.

Notwithstanding any provision of this Agreement, should any Closing fail to occur within the timeframe noted in the definition of "Closing Date" at Section 1.1.13 hereof through no fault of the Seller, the Seller shall be permitted to provide any security of the Seller or a Subsidiary to an arm's length party in order to obtain any required funds to cover its financial obligations or those of any Subsidiary, provided that the Buyer will have first declined to provide such required funds on the same terms.

6.2 Closing Deliveries

At the Closing Time of each Closing:

6.2.1 the Buyer will make the payments set out in Section 2.3 (Payment of Purchase Consideration);
6.2.2 the Seller will deliver or cause to be delivered to the Buyer the documents set out in Section 5.1.6 (Deliveries), including the original share certificates representing the Purchased Shares in fully transferable form;
6.2.3 the Buyer will deliver or cause to be delivered to the Seller the documents set out in Section 5.2.3 (Deliveries); and
6.2.4 in respect of the first Closing only, the Buyer will advance or cause to be advanced to the Seller the amount of the Bridge Loan contemplated in Section 4.11.2.

ARTICLE 7 TERMINATION

7.1 Mediation

All disputes and questions whatsoever which shall arise between any of the Parties in connection with this Agreement, or the construction or application thereof or any Section or thing contained in this Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Agreement, shall be resolved by mediation. Such mediation shall be conducted by a single mediator. The mediator shall be appointed by agreement between the Parties or, in default of such agreement, such mediator shall be appointed by the Canadian Arbitration Association upon the application of any of the parties. Unless otherwise agreed to by the Parties, the mediation shall be held in the City of Vancouver. The procedure and rules to be followed shall be agreed to by the parties, or, in default of such agreement, determined by the mediator. The decision arrived by the mediator shall be final and binding and no appear shall lie therefrom. Notwithstanding such if the dispute has not been resolved within fourty-five (45) days of deliver of notice of desire to mediate by a Party to the other, any Party may terminate the mediation.

7.2 Termination Rights

7.2.1 This Agreement may be terminated at any time before the first Closing:
- 7.2.1.1 by mutual written consent of the Buyer and the Seller;
- 7.2.1.2 by the Buyer, upon written notice to the other Parties (specifying in reasonable detail the circumstances giving rise to the Buyer's right to terminate):
  - 7.2.1.2.1 if any of the conditions set out in Section 5.1 (Conditions for the Benefit of the Buyer) or 5.3 (Mutual Conditions Precedent) which has not been waived by the Buyer is not satisfied at or before the Closing Time; or
  - 7.2.1.2.2 subject to Section 5.3.6, if any of the conditions set out in Section 5.1 (Conditions for the Benefit of the Buyer) or 5.3 (Mutual Conditions Precedent) which has not been waived by the Buyer is not capable of being satisfied by the Outside Date,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of the Buyer's breach of this Agreement; or

7.2.1.3 by the Seller, upon written notice to the other Parties (specifying in reasonable detail the circumstances giving rise to the Seller's right to terminate):
- 7.2.1.3.1 if any of the conditions set out in Section 5.2 (Conditions for the Benefit of the Seller) or 5.3 (Mutual Conditions Precedent) which has not been waived by that Seller is not satisfied at or before the Closing Time; or
- 7.2.1.3.2 subject to Section 5.3.6, if any of the conditions set out in Section 5.2 (Conditions for the Benefit of the Seller) or 5.3 (Mutual Conditions Precedent) which has not been waived by that Seller is not capable of being satisfied by the Outside Date,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of the breach of this Agreement by the Seller or any of the Subsidiaries.

7.2.2 This Agreement may be terminated at any time after the first Closing, by the Buyer or the Seller, upon written notice to the other Parties, on the later of: (i) the last remaining Application being refused; and (ii) if the last Closing does not occur by 11:59 p.m. Vancouver Time on the Outside Date, provided that the Buyer may not terminate this Agreement under this Section 7.2.2 if the failure of the Closing to occur is the result, directly or indirectly, of the Buyer's breach of this Agreement, and the Seller may not terminate this Agreement under this Section 7.2.2 if the failure of the Closing to occur is the result, directly or indirectly, of the breach of this Agreement by the Seller or any Subsidiary.

7.2.3 At any time, following exhaustion of all avenues for appeal or review, upon receipt of a final notice or communication being received by the Seller or a Subsidiary from any Governmental Authority that the relevant Licence will not be granted (each an "Abandoned Closing"):
- 7.2.3.1 the total amount of the Bridge Loan and any Additional Loan then outstanding inclusive of all accrued and unpaid interest thereon shall be forgiven by the Seller; and
- 7.2.3.2 the Subsidiary subject to the Abandoned Closing shall be transferred to the Buyer in consideration for the payment of $1.00 paid by the Buyer to the Seller.

For avoidance of doubt, the Seller and the Buyer hereby agree that in respect of any Subsidiary subject to an Abandoned Closing, other than the consideration set out in this Section 7.1.3, no other consideration shall be payable by the Buyer. Notwithstanding anything herein to the contrary, should the Buyer (i) obtain a Licence in respect of any of the Leased Premises occupied by a Subsidiary listed in Schedule B, or (ii) assign, transfer, or sell a Subsidiary to a person not a party to this Agreement, at any time following the transfer of such Subsidiary from the Seller to the Buyer pursuant to Section 7.2.3.2 above, the Buyer shall pay the Purchase Consideration set forth in Section (3) of Schedule C hereto to the Seller upon the Buyer obtaining such Licence or the Buyer transferring, assigning or selling such Subsidiary to a person not a party to this Agreement.

7.3 Effect of Termination

7.3.1 If this Agreement is terminated in accordance with Section 7.2.1, the Parties will be released from all of their obligations under this Agreement, except that:
- 7.3.1.1 Section 4.5 (Confidential Information), this Section 7.3, Section 9.10 (Costs and Expenses) and Section 9.13 (Public Announcements) will survive the termination of this Agreement and continue in full force and effect; and
- 7.3.1.2 the termination of this Agreement at any time before the last Closing prior to the termination of this Agreement will not relieve any Party from any liability arising before that termination.
7.3.2 If this Agreement is terminated in accordance with Section 7.2.2, the Purchased Shares of each Subsidiary that has not been acquired by the Buyer will be deemed to be the subject of an Abandoned Closing upon the termination of this Agreement.

ARTICLE 8 RESTRICTIVE COVENANTS

8.1 Non-Disclosure

Horricks agrees not to disclose or use any Confidential Information about:

8.1.1 the Seller;
8.1.2 the Buyer and the business of the Buyer;
8.1.3 the letter of intent entered into between, inter alia, Horricks and the Buyer dated March 26, 2019; or
8.1.4 this Agreement.

8.2 Non-Competition and Non-Solicitation

Horricks agrees not to, for a period of one year following the date of this Agreement, in any capacity or manner, whether directly or indirectly:

8.2.1 become a control person, as such term is defined in the Securities Act (British Columbia), of any company carrying on business in direct competition with any Subsidiary or the Buyer within the Province of British Columbia;
8.2.2 hire or attempt to hire or otherwise solicit any employees of any Subsidiary, the Buyer, or the Business, as applicable, for employment in or services to any undertaking with which it is associated; or
8.2.3 solicit any customers or clients of any Subsidiary, the Buyer, or the Business.

ARTICLE 9 GENERAL

9.1 Time of Essence

Time is of the essence in all respects of this Agreement.

9.2 Notices

Any Communication must be in writing and either:

9.2.1 delivered personally or by courier;
9.2.2 sent by prepaid registered mail; or
9.2.3 transmitted by facsimile, e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid.

Any Communication must be sent to the intended recipient at its address as follows:

to the Seller at:

203 – 4676 Main Street, Vancouver, BC, V5V 3R7

Attention: Tel. No.: E-mail:

to Horricks at:

203 – 4676 Main Street, Vancouver, BC, V5V 3R7

Attention: Tel. No.: E-mail:

to the Buyer at:

2300-1177 West Hastings Street, Vancouver, BC, V6E 2K3

Attention: Tel. No.: E-mail:

to any of the Subsidiaries at:

203 – 4676 Main Street, Vancouver, BC, V5V 3R7

Attention: Tel. No.: E-mail:

Each Section of this Agreement is distinct and severable. If any Section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect:

9.3.1 the legality, validity or enforceability of the remaining Sections of this Agreement, in whole or in part; or
9.3.2 the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.

9.4 Submission to Jurisdiction

Each of the Parties irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia to determine all issues, whether at law or in equity, arising from this Agreement. To the extent permitted by applicable Law, each of the Parties:

9.4.1 irrevocably waives any objection, including any claim of inconvenient forum, that it may now or in the future have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of that Province, or that the subject matter of this Agreement may not be enforced in those courts;
9.4.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts referred to in this Section 9.4, of the substantive merits of any suit, action or proceeding; and
9.4.3 to the extent that Party has or may acquire any immunity from the jurisdiction of any court or from any legal process, whether through service or notice, attachment before judgment, attachment in aid of execution, execution or otherwise, with respect to itself or its property, irrevocably waives that immunity in respect of its obligations under this Agreement.

9.5 Amendment and Waiver

No amendment, discharge, restatement, supplement, termination or waiver of this Agreement or any Section of this Agreement is binding unless it is in writing and executed by the Party to be bound. No waiver of, failure to exercise or delay in exercising, any Section of this Agreement constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

9.6 Further Assurances

Each Party will execute and deliver any further agreements and documents and provide any further assurances, undertakings and information as may be reasonably required by the requesting Parties to give effect to this Agreement, provided that the Buyer will be responsible for, and will bear all costs and expenses incurred at any time in connection with, pursuing or consummating each Closing or the Financing.

Neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party without the prior written consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective Successors.

9.8 Counterparts and Electronic Delivery

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument.

9.9 Electronic Delivery

Delivery of this Agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

9.10 Costs and Expenses

Except as otherwise specified in this Agreement, all costs and expenses (including the fees and disbursements of accountants, financial advisors, legal counsel and other professional advisers) incurred in connection with the negotiation and settlement of this Agreement, and the completion of the transactions contemplated by this Agreement, are to be paid by the Buyer immediately upon execution of this Agreement.

9.11 Tender

Any tender of documents or money to the Parties under this Agreement may be made upon the Parties or their respective counsel.

9.12 Payment and Currency

9.12.1 Any money to be advanced, paid or tendered by any Party under this Agreement must be advanced, paid or tendered by bank draft, certified cheque or wire transfer of immediately available funds payable to the Person to whom the amount is due. Unless otherwise specified, the word "dollar" and the "$" sign refer to Canadian currency, and all amounts to be advanced, paid, tendered or calculated under this Agreement are to be advanced, paid, tendered or calculated in Canadian currency.
9.12.2 All Common shares to be issued to the Seller, or such other party as may be directed by the Seller in writing, under this Agreement will be issued within five Business Days of the applicable Closing Date.

9.13 Public Announcements

VAN_LAW\ 2993446\9 All public announcements, press releases and publicity concerning this Agreement, or the transactions contemplated by this Agreement, must be jointly planned and co-ordinated by the Seller, the Subsidiaries and the Buyer, and no Party will act unilaterally in this regard without the prior consent of the other Parties unless, and only to the extent that, disclosure is required to meet the timely disclosure obligations of any Party under applicable securities Laws or stock exchange rules in circumstances where prior consultation with the other Parties is not practicable. Nothing in this Section 9.13 will limit the ability of a Party to make any announcements to employees, clients or other Persons having business relations with a Party to the extent the Party, after consultation with the other Parties, reasonably determines in good faith that the announcement is necessary or advisable.

9.14 Equitable Remedies

The Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a Party, inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without the requirement of posting bond or other security).

9.15 No Contra Proferentem

This Agreement has been reviewed by each Party's professional advisors, and revised during the course of negotiations between the Parties. Each Party acknowledges that this Agreement is the product of their joint efforts, that it expresses their agreement, and that, if there is any ambiguity in any of its provisions, no rule of interpretation favouring one Party over another based on authorship will apply.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

Each of the Parties has executed and delivered this Agreement as of the date noted at the beginning of this Agreement.

1175579 B.C. LTD.

EDEN EMPIRE INC.

Per:

Authorized Signatory

THE SUBSIDIARIES

3109 30TH AVENUE OPERATIONS LTD.

33 -

33 -

Each of the Parties has executed and delivered this Agreement as of the date noted at the beginning of this Agreement.

1175579 B.C. LTD.

Per:

Authorized Signatory

_________________________________________ JEFFREY HORRICKS

EDEN EMPIRE INC.

THE SUBSIDIARIES

3109 30TH AVENUE OPERATIONS LTD.

Per:

Authorized Signatory

140 TERMINAL AVENUE OPERATIONS LTD.

Per:

Authorized Signatory

146 EAST HASTINGS OPERATIONS LTD.

Per:

Authorized Signatory

171-191 SHUSWAP STREET OPERATIONS LTD.

630 VICTORIA STREET OPERATIONS LTD.

VICTORIA ALPHA STREET OPERATIONS LTD.

3441 KINGSWAY OPERATIONS LTD.

SCHEDULE A TO SHARE PURCHASE AGREEMENT

SUBSIDIARIES

Subsidiary	Jurisdiction	Number of
		Purchased SharesOwned by Seller
		(representing 100% of
		the issued and
		outstanding shares of
		the Subsidiary)
3109 30th Avenue	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares
140 Terminal Avenue	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares
146 East Hastings	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares
171-191 Shuswap	British Columbia	100ClassAVoting
Street OperationsLtd.		Common Shares

630 Victoria Street	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares
Victoria Alpha Street	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares
3441 Kingsway	British Columbia	100ClassAVoting
Operations Ltd.		Common Shares

SCHEDULE B TO SHARE PURCHASE AGREEMENT

LEASED PREMISES

Tenant	Landlord	Civic Address of Leased Premise
3109 30th AvenueOperations Ltd.	Bellerive ConsultingServices Ltd.	First floor and basement of 3109 30th Avenue,Vernon, British Columbia
140 Terminal AvenueOperations Ltd.	0806305 B.C. Ltd.	Unit #7 -140 Terminal Avenue, Nanaimo, BritishColumbia
146 East HastingsOperations Ltd.	1040157 B.C. Ltd.	146-138EastHastings,Vancouver,BritishColumbia
171-191 ShuswapStreet OperationsLtd.	IMECC Holdings Ltd.	171-191 Shuswap Street, Salmon Arm, BritishColumbia
630 Victoria StreetOperations Ltd.	1182604 B.C. Ltd.	630 Victoria Street, Kamloops, British Columbia
Victoria Alpha StreetOperations Ltd.	Neal Enterprises Ltd.,695 Alpha StreetHoldings Ltd.	685 Alpha Street, Victoria, British Columbia
3441 KingswayOperations Ltd.	North Mitchell LumberCo. Ltd.	3441 Kingsway, Vancouver, British Columbia

SCHEDULE C TO SHARE PURCHASE AGREEMENT

ALLOCATION OF PURCHASE CONSIDERATION

The Purchase Consideration to be paid by the Buyer to the Seller will consist of:

(1) the Bridge Loan in the amount of $1,100,000 and any Additional Loan required by the Seller, and the forgiveness thereof in accordance with this Agreement and the agreement in respect of the Bridge Loan in the form set out at Schedule G;
(2) the issuance of 855,000 Common shares in the authorized share structure of the Buyer to the Seller;
(3) on each applicable Closing Date:
- (i) $350,000 payable in cash;
- (ii) $65,000 payable in the form of cash or Common shares in the authorized share structure of the Buyer issued to the Seller at the price of $0.30 per share, at the option of the Seller; and
- (iii) an amount not exceeding $15,000 representing a reimbursement of documented expenses incurred by the Seller in connection with the Applications for Licenses for, or operation of, the Subsidiaries or any such Subsidiary's Business, including, without limiting the generality of the foregoing, legal expenses.

SCHEDULE D TO SHARE PURCHASE AGREEMENT

AUTHORIZED SHARE STRUCTURE OF SUBSIDIARIES

Subsidiary	Authorized Share Structure	Issued and OutstandingShares
3109 30th AvenueOperations Ltd.	1.Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares
	2.Unlimited Class B VotingCommon Shares
	3.Unlimited Class C Non-VotingCommon Shares
	4.Unlimited Class D Non-VotingCommon Shares
	5.Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
140 Terminal AvenueOperations Ltd.	1.Unlimited Class A VotingCommon shares	100 Class AVoting CommonShares
	2.Unlimited Class B VotingCommon Shares
	3.Unlimited Class C Non-VotingCommon Shares
	4.Unlimited Class D Non-VotingCommon Shares
	5.Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
146 East HastingsOperations Ltd.	1.Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares

	2.	Unlimited Class B VotingCommon Shares
	3.	Unlimited Class C Non-VotingCommon Shares
	4.	Unlimited Class D Non-VotingCommon Shares
	5.	Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.	Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
171-191 Shuswap StreetOperations Ltd.	1.	Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares
	2.	Unlimited Class B VotingCommon Shares
	3.	Unlimited Class C Non-VotingCommon Shares
	4.	Unlimited Class D Non-VotingCommon Shares
	5.	Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.	Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
630 Victoria StreetOperations Ltd.	1.	Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares
	2.	Unlimited Class B VotingCommon Shares
	3.	Unlimited Class C Non-VotingCommon Shares
	4.	Unlimited Class D Non-VotingCommon Shares

	5.	Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.	Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
Victoria Alpha StreetOperations Ltd.	1.	Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares
	2.	Unlimited Class B VotingCommon Shares
	3.	Unlimited Class C Non-VotingCommon Shares
	4.	Unlimited Class D Non-VotingCommon Shares
	5.	Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.	Unlimited Class F RedeemableRetractable Non-Voting PreferredShares
3441 Kingsway OperationsLtd.	1.	Unlimited Class A VotingCommon shares	100 Class A Voting CommonShares
	2.	Unlimited Class B VotingCommon Shares
	3.	Unlimited Class C Non-VotingCommon Shares
	4.	Unlimited Class D Non-VotingCommon Shares
	5.	Unlimited Class E RedeemableRetractable Non-Voting PreferredShares
	6.	Unlimited Class F RedeemableRetractable Non-Voting PreferredShares

SCHEDULE E TO SHARE PURCHASE AGREEMENT

OPERATING EXPENSES OF THE SELLER

Expense	AmountNot Greater Than

3109 30th Location (Vernon) $3,500 per month

140 Terminal Avenue (Nanaimo) $5,500 per month

171-191 Shuswap (Salmon Arm) $3,000 per month

630 Victoria (Kamloops) $2,500 per month

695 Alpha (Victoria) $7,500 per month

3441 Kingsway Street $7,000 per month

146 East Hastings $4,000 per month

Salaries and Consulting Fees As agreed to between the Seller and the Buyer under Section 4.11.1 of the within Agreement

SCHEDULE F TO SHARE PURCHASE AGREEMENT

OUTSTANDING LIABILITIES OF THE SELLER

Outstanding expenses incurred in connection with the Applications in the aggregate amount of $230,000 (including legal fees, application fees, lease costs, and other expenses)

AI assistant

Eden Empire Inc. — M&A Activity 2020

47912_rns_2020-12-29_5f746e22-d457-4bb0-913f-7ccafaf60ad8.PDF

SHARE PURCHASE AGREEMENT

BETWEEN

EDEN EMPIRE INC.

EACH COMPANY IDENTIFIED AS A "SUBSIDIARY" IN SCHEDULE A

SHARE PURCHASE AGREEMENT

B E T W E E N :

CONTEXT:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.1.23 "Governmental Authority" means:

1.1.37 "Permitted Encumbrances" means:

1.2 Certain Rules of Interpretation

1.3 Governing Law

1.4 Entire Agreement

1.5 Schedules and Exhibits

ARTICLE 2 PURCHASE AND SALE

2.1 Agreement of Purchase and Sale

2.2 Purchase Consideration

2.3 Payment of Purchase Consideration

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations Relating to the Seller

3.2 Representations Relating to the Subsidiaries

3.2.16 Tax Matters.

3.2.23 Rights to Use Personal Information.

3.2.24 Litigation.

3.3 Representations Relating to the Buyer

ARTICLE 4 COVENANTS

4.1 Conduct of Business Before Closing

4.2 Access for Investigation

4.3 Actions to Satisfy Closing Conditions

4.4 Notification of Change

4.5 Confidential Information

4.6 Personal Information

4.7 Delivery of Books and Records

4.8 Tax Returns

4.9 Restrictive Covenants—ITA 56.4

4.10 Corporate Governance

4.11 Advancement of Bridge Loan

4.12 Additional Loans

4.13 Transfer of Employment

4.14 Non-Offering Prospectus

4.15 Share Compensation Plan

ARTICLE 5 CLOSING CONDITIONS

5.1 Conditions for the Benefit of the Buyer

5.2 Conditions for the Benefit of the Seller

5.3 Mutual Conditions Precedent

ARTICLE 6 CLOSING ARRANGEMENTS

6.1 Closing

6.2 Closing Deliveries

ARTICLE 7 TERMINATION

7.1 Mediation

7.2 Termination Rights

7.3 Effect of Termination

ARTICLE 8 RESTRICTIVE COVENANTS

8.1 Non-Disclosure

8.2 Non-Competition and Non-Solicitation

ARTICLE 9 GENERAL

9.1 Time of Essence

9.2 Notices

9.4 Submission to Jurisdiction

9.5 Amendment and Waiver

9.6 Further Assurances

9.8 Counterparts and Electronic Delivery

9.9 Electronic Delivery

9.10 Costs and Expenses

9.11 Tender

9.12 Payment and Currency

9.13 Public Announcements

9.14 Equitable Remedies

9.15 No Contra Proferentem

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

_________________________________________ JEFFREY HORRICKS

EDEN EMPIRE INC.

THE SUBSIDIARIES

3109 30TH AVENUE OPERATIONS LTD.

140 TERMINAL AVENUE OPERATIONS LTD.

146 EAST HASTINGS OPERATIONS LTD.

Eden Empire Inc. M&A Activity 2020