SHARE PURCHASE AGREEMENT

AMONG

MAPLEJACK HEALTH LTD.

and

KARIM RAGHEB

and

FELIPE CAMPUSANO

and

AMIR ALI REYHANY-BOZORG

and

LIVER CARE CANADA INC.

and

MEDNOW INC.

RECITALS1
2ARTICLE1 INTERPRETATIONSection1.1Definitions2Section1.2Currency6Section1.3Headings6Section1.4Including6Section1.5Number and Gender6Section1.6References to Parties6Section1.7References to this Agreement66Section1.8Statutory ReferencesSection1.9Time7Section1.10Time Periods7Section1.11Knowledge7
7Section1.12Interpretation of this Agreement7ARTICLE2REPRESENTATIONS,WARRANTIESAND COVENANTS OF THE VENDORSSection2.1Representations and Warranties7Section2.2Survival12
ARTICLE3REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER13Section3.1Representations and Warranties13Survival14Section3.2
4 PURCHASE AND SALE14ARTICLESection4.1Shares14Section4.2Purchase Price14Post-Signing Purchase Price Adjustment15Section4.3Section4.4Earn-Out Payment15
ARTICLE515ACTION DURING THE INTERIM PERIOD15Section5.1Operate in Ordinary Course15Section5.2Negative Covenants16Section5.3Notice of Certain Matters16Section5.4Due Diligence16Section5.5Access to Inventory16
ARTICLE6 CLOSING16Section6.1Closing Date and Location16
ARTICLE7CONDITIONS PRECEDENT TOTHEPERFORMANCEBY THE PURCHASER17Section7.1Purchaser's Conditions17Section7.2Waiver of Conditions18
ARTICLE8CONDITIONS PRECEDENT TOTHEPERFORMANCEBYTHE VENDOR18Section8.1Vendors' Conditions18Section8.2Waiver of Conditions19

ARTICLE9 MUTUAL CONDITIONS PRECEDENTTOTHE PERFORMANCE BY THE PARTIES OF THEIR
OBLIGATIONSUNDERTHISAGREEMENT19
Section9.1Mutual Conditions19
Section9.2Waiver of Conditions20
ARTICLE10EXAMINATIONS,WAIVERSANDOTHERCOVENANTS20
Section10.1Further Action20
ARTICLE11 INDEMNITY20
Section11.1Indemnification of Purchaser20
Section11.2Vendors' Limitations21
ARTICLE12 EXCLUSIVITY22
Section12.1Exclusivity22

ARTICLE13 TERMINATION22
Section13.1Termination by Vendors or Purchaser22
Section13.2Effect of Termination23
ARTICLE14 GENERAL23
Section14.1Public Notice23
Section14.2Expenses24
Section14.3Time24
Section14.4Notices24
Section14.5Governing Law25
Severability25Section14.6
Section14.7Entire Agreement25
Section14.8Amendment25
Section14.1Assignment25
25Section14.2Further Assurances
Section14.3Enforcement26
Section14.4Enurement26
Section14.5Counterparts26

	THIS AGREEMENT IS DATED FOR REFERENCE December 20, 2021
Among:
	MAPLEJACK HEALTH LTD., a company incorporated under thelaws of the Province of Ontario	("Maplejack")
and
	KARIM RAGHEB,an individual residing at[Redacted –ConfidentialPersonal Information]	("Karim")
and
	FELIPE CAMPUSANO, an individual residing at [Redacted –Confidential Personal Information]	("Felipe")
and
	AMIR ALI-REYHANY-BOZORG, an individual residing at [Redacted–Confidential Personal Information]	("Amir")
"Vendor")	(Maplejack, Karim, Felipe and Amir are collectively, the "Vendors" and each individually, a
and
	LIVER CARE CANADA INC.,a company incorporated under thelaws of the Province of Ontario	(the "Company")
and
	MEDNOW INC., a company incorporated under thefederallawsof Canada
		(the "Purchaser")
RECITALS
A.	The Vendors are the legal and beneficial ownersof the Shares (as hereinafter defined) in the

SHARE PURCHASE AGREEMENT

A. The Vendors are the legal and beneficial owners of the Shares (as hereinafter defined) in the capital of the Company.

B. The Vendors have agreed to sell, transfer and assign to the Purchaser and the Purchaser has agreed to purchase and acquire from the Vendors, all of the legal and beneficial interest of the Vendors in the Shares subject to and in accordance with the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual agreements and covenants herein contained (the receipt and adequacy of which consideration is hereby mutually admitted by each party), the parties hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In this Agreement the following words and phrases will have the meanings set forth after each:

(a) "2022 Earn-out" has the meaning set out in Section 4.4;
(b) "2023 Earn-out" has the meaning set out in Section 4.4;
(c) "Affiliate" of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise;
(d) "Agreement" means this share purchase agreement and any attached Schedules, in each case as maybe supplemented, amended, restated or replaced from time to time;
(e) "Amir" has the meaning set out in the recitals to this Agreement;
(f) "Annual Financial Statements" means the audited annual financial statements of the Company for the fiscal year most recently completed prior to the Closing Date, including the Company's statement of financial position, statement of profit and loss, statement of changes in shareholders' equity and statement of cash flow, together with an unqualified audit opinion from the Company's auditor;
(g) "Applicable Laws" means any Canadian or foreign federal, provincial, state, local or municipal statute, law (including common law), ordinance, rule having the force of law, regulation, by-law or order of any Governmental Authority or rule or policy of any stock exchange or securities commission that applies in whole or in part to a party;
(h) "Article" means a numbered article of this Agreement, unless otherwise required under its context;
(i) "Business" means the business carried on by the Company, namely the provision of healthcare services and the sale of medical devices;
(j) "Business Day" means a day other than Saturday or Sunday on which Canadian chartered banks are open for transactions of domestic business in Toronto, Ontario;
(k) "Closing" means the completion of the sale to and purchase by the Purchaser of the Shares;
(l) "Closing Date" means the date on which the Closing occurs;
(m) "Closing Time" means 4:00 p.m. Eastern Standard Time on the Closing Date or such other time on the Closing Date as the parties may agree in writing that the Closing will take place;
(n) "Company" has the meaning set out in the recitals to this Agreement;
(o) "Employee" means an individual who is employed by the Company, whether on a full-time or part-time basis;
(p) "Employee Plans" means each employee benefit, health, welfare, medical, dental, pension, retirement, profit sharing, current or deferred compensation, equity or phantom stock compensation, savings, severance or termination payment, life insurance or disability plan, program, agreement and arrangement (whether written or oral) and all other similar plans, programs, agreements and arrangements which are sponsored, maintained or contributed to by the Company for the Employees or former Employees or under which the Company has any actual or potential liability or obligations, other than plans established pursuant to statute;
(q) "Encumbrances" means any encumbrance of any kind whatever (registered or unregistered) and whether contingent or otherwise and includes a mortgage, easement, encroachment, adverse claim, restrictive covenant, title retention agreement, option or privilege, lien, hypothec, pledge, hypothecation, assignment, charge, security or security interest;
(r) "Felipe" has the meaning set out in the recitals to this Agreement;
(s) "Financial Statements" means, collectively, the Annual Financial Statements and Interim Financial Statements, as applicable;
(t) "Governmental Authority" means any Canadian or foreign governmental body, authority, office, department, or agency, whether federal, provincial, state, territorial, municipal or local governmental regulatory or administrative authority, tribunal, court, commission (including a securities commission) or any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or any court, tribunal,

judicial or arbitral body, or any stock exchange or securities commission, having jurisdiction;

(u) "Income Tax Act" means the Income Tax Act (Canada);
(v) "Independent Accountant" has the meaning set out in Section 4.4;
(w) "Interim Financial Statements" means the audited or auditor-reviewed financial statements of the Company for the interim period most recently completed prior to the Closing Date, including the Company's statement of financial position, statement of profit and loss, statement of changes in shareholders' equity and statement of cash flow;
(x) "Interim Period" means the period from the date of execution of this Agreement to the Closing Time.
(y) "Inventory" means the inventory of the Company;
(z) "Inventory Count" has the meaning as set out in Section 5.5;
(aa) "Inventory Review Period" has the meaning set out in Section 5.5;
(bb) "Karim" has the meaning set out in the recitals to this Agreement;
(cc) "Key Employee" has the meaning set out in Section 10.2;
(dd) "Leases" means the leases listed in Schedule 1.1(dd);
(ee) "Leased Premises" means the leased premises under each of the Leases, as identified in Schedule 1.1(dd);
(ff) "Management Level Employee" has the meaning set out in Section 10.1;
(gg) "Maplejack" has the meaning set out in the recitals to this Agreement;
(hh) "NI 45-106" means National Instrument 45-106 Prospectus Exemptions in effect on the date of this Agreement;
(ii) "Person" includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization, Governmental Authority, or any trustee, executor, administrator or other legal representative thereof;
(jj) "Purchase Price" has the meaning as set out in Section 4.1;
(kk) "Purchase Price Adjustment" has the meaning as set out in Section 4.3;
(ll) "Purchaser" has the meaning set out in the recitals to this Agreement;
(mm) "Purchaser's Solicitors" means DuMoulin Black LLP;
(nn) "Regulatory Approvals" means any approvals or notices required in order to complete the transactions contemplated by this Agreement, including, but not limited the TSXV Approval;
(oo) "Section" means any section of this Agreement, unless otherwise required under its context;
(pp) "Shares" means all of the issued and outstanding shares of the Company, being 100 Class A Common shares;
(qq) "Shrinkage" has the meaning as set out in Section 5.5;
(rr) "Taxes" means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, pension plan premiums and contributions, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, GST/HST, sales taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties;
(ss) "Tax Returns" means all returns, information returns, reports, declarations, elections, notices, filings and statements in respect of Taxes that are required to be filed with any applicable Governmental Authority, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form;
(tt) "TSXV" means the TSX Venture Exchange;
(uu) "TSXV Approval" means the approval from the TSXV required in order to complete the transactions contemplated by this Agreement, pursuant to Policy 5.2 of the TSXV;
(vv) "Vendors" means Maplejack, Karim, Felipe and Amir and each individually, a "Vendor"; and
(ww) "Vendors' Solicitors" means Torkin Manes LLP.

Section 1.2 Currency

Unless otherwise specified, any reference to "$" or "dollar" will refer to lawful currency of Canada ("Canadian Dollars"), and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian Dollars.

Section 1.3 Headings

The headings used in this Agreement, and its division into articles, sections, schedules, and other subdivisions, do not affect its interpretation. All references in this Agreement to a designated "Section", "paragraph", "subparagraph" or other subdivision, or to a Schedule, is to the designated Section, paragraph, subparagraph or other subdivision of or Schedule to this Agreement, unless otherwise specifically stated.

Section 1.4 Including

Where the word "including" or "includes" is used in this Agreement, it means "including (or includes), without limitation". The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph, subparagraph or other subdivision or Schedule.

Section 1.5 Number and Gender

Unless the context otherwise requires, words importing the singular number include the plural and vice versa, and words importing gender include all genders.

Section 1.6 References to Parties

Unless otherwise specified, every reference to a party to this Agreement will extend to and include (as the context requires) such party's successors and permitted assigns, as if specifically named.

Section 1.7 References to this Agreement

Unless otherwise specified, the terms "hereof", "hereunder" and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule or other portion of this Agreement.

Section 1.8 Statutory References

Unless otherwise specified, any reference in this Agreement to a statute, statutory instrument or regulation includes all regulations, rules and policies made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements, supersedes or replaces any such statute, statutory instrument, regulation, rule or policy.

Section 1.9 Time

Time is of the essence of this Agreement and of every part of this Agreement, and no extension or variation of this Agreement will operate as a waiver of this provision.

Section 1.10 Time Periods

In this Agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Toronto, Ontario time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on any day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. Toronto, Ontario time on the next Business Day.

Section 1.11 Knowledge

Any statement in this Agreement expressed to be made to "the Vendors' knowledge" will be understood to be made on the basis of the actual knowledge of the Vendors, after diligent inquiry of each of the Vendors of the relevant subject matter.

Section 1.12 Interpretation of this Agreement

The parties acknowledge that they have each participated in settling the terms of this Agreement. The parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this Agreement.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS

Section 2.1 Representations and Warranties

In order to induce the Purchaser to enter into and to consummate the transactions contemplated by this Agreement, each of the Vendors, severally and jointly, hereby represent and warrant to the Purchaser as follows:

(a) Shareholding Capacity. Each Vendor is the legal and beneficial owner of all of the Shares set forth across from his, her or its name in Schedule 2.1(a). All agreements or restrictions which limit or restrict the transfer of such Shares to the Purchaser have been complied with and each of the Vendors has good and marketable title to such Shares with the full legal right, power and authority to sell and transfer all legal and beneficial right, title and ownership of the Shares to the Purchaser free and clear of all Encumbrances;
(b) Authority of the Vendors. Each of the Vendors has the necessary capacity to enter into and perform his, her or its obligations under this Agreement;
(c) Authority of the Company. The Company has the corporate power and capacity, including under the Company's organizational documents and Applicable Laws, to

enter into this Agreement on the terms and conditions herein set forth and to perform its obligations hereunder, as applicable and the transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company;

(d) Agreement Valid. This Agreement constitutes a valid and binding obligation of each of the Vendors and the Company enforceable against the Vendors and the Company in accordance with its terms. None of the Vendors nor the Company is a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Vendors and the Company of this Agreement or the performance by the Vendors and the Company of any of the terms hereof;
(e) Proceedings. No proceedings have been taken or authorized by the Company or the Vendors, or, to the Vendors' knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Company;
(f) Consents and Approvals. Except as set out in Schedule 2.1(f), other than the Regulatory Approvals, no consent, approval, order, authorization, registration or declaration of, or filing with, any Governmental Authority or other Person is required of the Vendors in connection with:
- (i) the Closing; or
- (ii) the observance and performance by the Vendors and the Company of their respective obligations under this Agreement;
(g) Litigation. None of the Vendors nor the Company is subject to any outstanding or, to the Vendors' knowledge, threatened actions, suits or claims or any outstanding judgment, order, writ, injunction or decree that could reasonably be expected to materially impede the Closing;
(h) Absence of Options, etc. No Person other than the Purchaser has any oral or written agreement, option, right, privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) to acquire the Shares;
(i) Indebtedness to Company. Except as set out in the Financial Statements, the Vendors are not indebted to the Company;
(j) Finder's Fees. The Vendors have not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commission or other similar forms of compensation with respect to the transactions contemplated herein;
(k) Compliance with Laws. The Company has complied, and is now complying, in all material respects, with all federal, provincial, territorial and local laws;

(l) Taxes and Tax Returns.

(i) None of the Vendors is a non-resident of Canada for purposes of the Income Tax Act;
(ii) The Company has duly and timely withheld or collected the proper amount of Taxes that are required by law to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any person, including any employee, officer or director and any person not resident in Canada for purposes of the Income Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by the Company;
(iii) To the Vendors' knowledge there are no withholding Taxes, or other similar Taxes or related remittance obligation that would be imposed on the Purchaser as a result of the purchase and sale of Shares under this Agreement;
(iv) The Company has filed all Tax Returns required to be filed by it in all applicable jurisdictions;
(v) The Taxes due and payable by the Company for periods (or portions thereof) ending on or before the Closing Date (whether or not shown due on any tax returns and whether or not assessed or reassessed by the appropriate taxing authority) have been paid; and
(vi) The Company is registered for GST/HST purposes under Part IX of the Excise Tax Act (Canada);
(m) Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, whether known or unknown, liquidated or unliquidated, due or becoming due and whether absolute, contingent or otherwise, except liabilities incurred in the ordinary course of business;
(n) Leases. The Company has duly paid and performed all rental and other payments and other obligations required to be paid and performed by the Company under each of the Leases. The Company is not in default of any of its obligations under the Leases, and, to the knowledge of the Vendors, the landlords and other parties (if applicable) to the Leases are not in default of any of their obligations. To the knowledge of the Vendors the terms and conditions of the Leases will not be affected by, nor will any terms of the Leases be in default as a result of, the completion of the transactions contemplated hereunder. To the knowledge of the Vendors, the use by the Company of each of the Leased Premises is not in breach of any building, zoning or other statute, by-law, ordinance, regulation, covenant, restriction, or official plan. The Company has adequate rights of ingress to and egress from each of the Leased Premises;
(o) Licenses. All of the Company's licenses are valid and the Company is in material compliance with all terms and conditions of its licenses. There are no proceedings in progress, pending or, to the knowledge of the Vendors, threatened, which could result in the revocation, cancellation or suspension of any licenses.
(p) Inventory. All Inventory is capable of being sold in the ordinary course of business at industry standard profit margins subject to an allowance of 5% for Shrinkage.
(q) Employment Matters.
- (i) Schedule 2.1(q)(i) lists all of the Employees and other Persons who are receiving remuneration for work or services provided to the Company who are not Employees as of the date of this Agreement and the position, length of service and compensation of each Employee and the terms on which each other Person who is providing work or services to the Company is engaged. Except as set out in Schedule 2.1(q)(i), no Employee is on long-term disability leave, receiving benefits pursuant to the Workplace Safety and Insurance Act, 1997 (Ontario) or otherwise an inactive Employee;
- (ii) The Company is not party to or bound by any contract in respect of any Employee or former Employee, which provides such Employee or former Employee with termination or severance entitlements in excess of those required by Applicable Laws;
- (iii) The Company (A) has not paid nor will it be required to pay any retention bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the ordinary course of business in accordance with current compensation levels and practices), (B) has not forgiven nor will it be required to forgive any indebtedness of any Person, or (C) has not increased nor will it be required to increase any benefits otherwise payable by the Company, in each case as a result of the transactions contemplated by this Agreement;
- (iv) None of the Employees or other Persons who are receiving remuneration for work or services provided to the Company in the year immediately prior to the date hereof has indicated to the Company or the Vendors that he, she or it intends to resign, retire or terminate his, her or its employment or engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise;
- (v) To the knowledge of the Vendors, none of the Employees or other Persons who are receiving remuneration for work or services provided to the Company is in violation of any non-competition, non-solicitation, nondisclosure or any similar agreement with any third party;
(vi) All of the Persons who are receiving remuneration for work or services provided to the Company who are not Employees are treated as independent contractors, are properly characterized as independent contractors and are not likely to be characterized by any Governmental Authority as Employees;
(vii) The Company is in compliance in all material respects with all Applicable Laws respecting employment, employment practices and standards, terms and conditions of employment, wages and hours, occupational health and safety, human rights, accessibility, labour relations, employment equity, pay equity and workers' compensation;
(viii) The Company is not a party to or bound by, either directly or by operation of Applicable Law, any collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or legally binding commitment or written communication to any labour union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting Employees or independent contractors nor is the Company subject to any union organization effort or engaged in any labour negotiation;
(ix) To the knowledge of the Vendors, there is no strike, labour dispute, work slowdown or stoppage pending or threatened against the Company nor has there been any such strike, labour dispute, work slowdown or stoppage within the last three years;
(x) There is no grievance or arbitration proceeding arising out of or under any collective agreement which is pending or, to the knowledge of the Vendors, threatened against the Company. The Company has not engaged in any unfair labour practice nor are the Vendors aware of any pending or threatened complaint regarding any alleged unfair labour practice or other legal proceeding relating to Employees or former Employees;
(xi) All current assessments under the Workplace Safety and Insurance Act, 1997 (Ontario) that relate to the Company have been paid or accrued, and the Company has not been subject to any specialty or penalty assessment under such legislation which has not been paid;
(xii) There are no outstanding inspection orders made under the Occupational Health and Safety Act (Ontario) relating to the Company or the Business. The Company is operating in material compliance with all occupational health and safety laws, including the Workplace Hazardous Materials Information System (WHMIS). There are no pending or threatened charges against the Company under occupational health and safety laws. There have been no fatal or critical accidents which have occurred in the course of the operation of the Business which might lead to charges under the

Occupational Health and Safety Act (Ontario). There are no materials present in the Business, exposure to which may result in an occupational disease as defined in the Workplace Safety and Insurance Act, 1997 (Ontario). The Company has complied in all respects with any Orders issued under occupational health and safety laws;

(r) Employee Plans. The Company is not a party to or bound by any Employee Plans other than statutory benefit plans which the Company is required to participate in or comply with, including the Canada Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance, and employment insurance litigation;
(s) Financial Statements. The Financial Statements have been prepared in accordance with generally accepted accounting principles approved by the CPA Institute of Canada consistently applied throughout the periods to which they relate, subject to usual year-end adjustments and the exclusion of footnotes. The balance sheets contained in the Financial Statements fairly present the financial position of the Company as of their respective dates and the statements of earnings and retained earnings contained in the Financial Statements fairly present the revenues, earnings and results of operations of the Company for the periods indicated. The Financial Statements are accurate and complete in all material respects and are based upon, and are consistent with, the Company's financial records;
(t) No Additional Representations or Warranties. Except as provided in this Section 2.1, none of the Vendors has made, or is making, any representation or warranty whatsoever to the Purchaser or its Affiliates, or their respective directors, officers, employees, stockholders, partners, members or representatives in connection with the transactions contemplated by this Agreement, and the Vendors shall not be liable for the accuracy or completeness of the information provided to the Purchaser, its Affiliates or their respective directors, officers, employees, stockholders, partners, members or representatives; provided, however, that the foregoing shall not limit any claim for indemnification in accordance with Section 10.1 (and subject to the limitations in Section 10.2) for breach or inaccuracy of any of the representations made in this Section 2.1; provided, further that the Purchaser is not disclaiming any claims it may have against the Company not related to the transactions contemplated by this Agreement;

and each of the Vendors' covenants, represents and warrants with and in favour of the Purchaser that all of the representations and warranties set forth in this Section 2.1 will be true and correct at the Closing Time as if made on that date.

Section 2.2 Survival

The representations and warranties of the Vendors contained in this Agreement will survive the Closing and the payment of the Purchase Price and, notwithstanding the Closing and the payment of the Purchase Price, will (except where otherwise specifically provided in this Agreement) survive the Closing and will continue in full force and effect for a period of one (1) year from the Closing Date.

ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

Section 3.1 Representations and Warranties

In order to induce the Vendors to enter into and to consummate the transactions contemplated by this Agreement, the Purchaser hereby represents and warrants to the Vendors asfollows:

(a) Authority. The Purchaser has the corporate power and capacity, including under the Purchaser's organizational documents and Applicable Laws, to enter into this Agreement on the terms and conditions herein set forth and to acquire legal and beneficial title and ownership of the Shares and to perform its obligations hereunder, as applicable and the transaction contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser;
(b) Agreement Valid. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. The Purchaser is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of any of the terms thereof;
(c) Consents and Approvals. Other than the Regulatory Approvals, the Purchaser is not aware of any consent, approval, order, authorization, registration or declaration of, or filing with, any Governmental Authority or other Person in connection with:
- (i) the Closing; or
- (ii) the observance and performance by the Purchaser of its obligations under this Agreement;
(d) Finder's Fees. The Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commission or other similar forms of compensation with respect to the transactions contemplated herein;
(e) Accredited Investors. The Purchaser is an "accredited investor" pursuant to NI 45- 106;
(f) Financing. The Purchaser has sufficient funds to consummate the purchase of the Shares in accordance with the terms of this Agreement and acknowledges that there is no financing condition relating to the purchase of the Shares hereunder;

(g) No Outside Reliance. Notwithstanding any other provision hereof, the Purchaser acknowledges and agrees that none of the Vendors has made, or is making, any representation or warranty whatsoever, express or implied (and no Purchaser has relied on any representation, warranty or statement of any kind by the Vendors or any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Section 2.1, including any express or implied warranty or representation regarding the Company or any of its subsidiaries;

and the Purchaser represents and warrants with and in favour of the Vendors that all of the representations and warranties set forth in this Section 3.1 will be true and correct at the Closing Time as if made on the Closing Date.

Section 3.2 Survival

The representations and warranties of the Purchaser contained in this Agreement will survive the Closing and the purchase of the Shares, and notwithstanding the Closing and the purchase of the Shares, the representations, warranties and covenants of the Purchaser will continue in full force and effect for the benefit of the Vendors for a period of one (1) year from the Closing Date.

ARTICLE 4 PURCHASE AND SALE

Section 4.1 Shares

Based and relying on the representations and warranties set forth in Article 2 and Article 3 hereof, the Purchaser hereby agrees to purchase and acquire, either directly or through Affiliates of the Purchaser, the Shares from the Vendors and the Vendors hereby agree to sell and transfer the Shares to the Purchaser (or Affiliates of the Purchaser, as the Purchaser may direct), free and clear of all Encumbrances and the Purchaser hereby agrees to pay the purchase price (the "Purchase Price") at the Closing on the terms and conditions hereinafter set forth.

Section 4.2 Purchase Price

The Purchase Price for the Shares shall be equal to the total of the following amounts:

(a) $650 per Share, payable in cash on the Closing Date, subject to the Purchase Price Adjustment in accordance with Section 4.3, representing an aggregate initial consideration of $65,000 (based on the issued 100 Shares);
(b) the 2022 Earn-out in accordance with Section 4.4; and
(c) the 2023 Earn-out in accordance with Section 4.4.

The Purchase Price will be allocated among the Vendors in accordance with the number of Shares owned by each Vendor as set forth in Schedule 2.1(a).

Section 4.3 Post-Signing Purchase Price Adjustment

If Shrinkage exceeds 5%, the Purchase Price shall be reduced by an amount equal to the total value of the Shrinkage (the "Purchase Price Adjustment").

Section 4.4 Earn-Out Payments

As further consideration for the Shares, on the date that is 90 days after the end of the Company's:

(a) 2022 financial year, the Purchaser shall pay to the Vendors an amount in cash equal to (0.1 x total revenue), with total revenue being all sales made by the Company in the ordinary course of business during the Company's 2022 financial year, as reflected in the Company's 2022 financial statements, excluding any revenue earned in respect of transactions between the Company and London Pharmacare Inc. (the "2022 Earn-out); and
(b) 2023 financial year, the Purchaser shall pay to the Vendors an amount in cash equal to (0.1 x total revenue), with total revenue being all sales made by the Company in the ordinary course of business during the Company's 2023 financial year, as reflected in the Company's 2023 financial statements, excluding any revenue earned in respect of transactions between the Company and London Pharmacare Inc. (the "2023 Earn-out").

If the Purchaser and the Vendors fail to reach an agreement on the amounts owing with respect to the 2022 Earn-out and/or 2023 Earn-out, the disagreement shall be submitted for resolution to the office of an impartial, nationally recognized firm of independent chartered professional accountants (the "Independent Accountant"), the cost of which shall be split equally between the Purchaser and the Vendors, who the Purchaser and Vendors shall appoint by mutual agreement, acting reasonably, and the Independent Accountant shall act as an expert and not an arbitrator, to resolve the disagreement and make any applicable adjustments to payouts under the 2022 Earn-out and the 2023 Earn-out.

ARTICLE 5 ACTION DURING THE INTERIM PERIOD

Section 5.1 Operate in Ordinary Course

During the Interim Period, the Vendors and the Company shall operate the Business of the Company in the ordinary course and in material compliance with Applicable Laws, without substantial changes to recent business performance. The Vendors will not hire any additional employees, nor change any employee benefits without notification and approval of the Purchaser. Any decisions arising during the Interim Period that have a material effect on the Business will be reviewed with the Purchaser.

Section 5.2 Negative Covenants

During the Interim Period, the Vendors and the Company shall not take any action that would cause any of the representations and warranties in Section 2.1 to become untrue on the Closing Date.

Section 5.3 Notice of Certain Matters

During the Interim Period, the Vendors and the Company shall promptly upon becoming aware, give written notice to the Purchaser of: (a) the occurrence of any event that causes any representation and warranty of the Vendors contained in this Agreement to be untrue or inaccurate; and (b) any failure of the Vendors to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however that the delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise affect remedies available to the Purchaser.

Section 5.4 Due Diligence

During the Interim Period, the Vendors and the Company shall provide the Purchaser and its representatives with: (a) sufficient documentation and responses to the full due diligence list to be supplied by the Purchaser after signing of this Agreement; (b) access at reasonable times to all material contracts, financial information, books and records and other information related to its business including the working papers of auditors, accountants, bookkeepers, and legal counsel, and will provide the Purchaser with reasonable opportunity to review any inventory, equipment, software and other assets owned or leased by the Company; and (c) a reasonable opportunity to inspect the Leased Premises.

Section 5.5 Access to Inventory

During the Interim Period, the Vendors and the Company shall make available to the Purchaser any recent information concerning the valuation of the Inventory, including the results of cycle counts or third-party Inventory counts. During the period that is seven (7) days prior to the Closing Date (the "Inventory Review Period") the Inventory shall be counted using a third-party valuator (the "Inventory Count") to value any shrinkage, including unusable, outdated, slow moving or obsolete Inventory or administrative errors in Inventory accounting ("Shrinkage"). Inventory values shall be the lower of cost, or the net realizable value of the Inventory to the Company, as determined during the Inventory Review Period. The cost of the Inventory Count will be paid by the Company.

ARTICLE 6 CLOSING

Section 6.1 Closing Date and Location

The Closing Date shall be a date which is within five (5) Business Days of receipt the TSXV Approval or such other time or date as may be agreed upon in writing by the parties hereto, at the offices of the Purchaser' Solicitors, 10th Floor - 595 Howe Street, Vancouver, British Columbia V6C 2T5, or at such other time or at such other location as may be mutually agreed upon in writing by the parties hereto.

ARTICLE 7 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PURCHASER

Section 7.1 Purchaser's Conditions

The obligation of the Purchaser to complete the purchase of the Shares will be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

(a) Material Adverse Change. There will have been no material adverse change, financial or otherwise, in the assets, Business, operations or financial condition of the Company or affecting the Company's relationships with its customers, suppliers or employees between the date hereof and the Closing Date, other than disclosed or reflected in or provided for in the Financial Statements. Without limiting the foregoing, a material adverse change will include the Company being in default of any existing convertible debenture, credit facility, or other financing arrangement for which a waiver has not been granted;
(b) Truth and Accuracy of Representations of Vendors at Closing. The representations and warranties of the Vendors made in Article 2 hereof will be true, accurate, and correct in all material respects as at the Closing and with the same effect as if made at and as of the Closing;
(c) Performance of Obligations. The Vendors will have performed and complied with all of their obligations, covenants and agreements hereunder in all material respects;
(d) Due Diligence. The Purchaser will have completed its due diligence investigation of the Company, and the Purchaser will be satisfied with the results of such due diligence investigation, acting reasonably;
(e) Security Interests. Any security interests affecting the Shares granted by the Vendors to a third party will be released as at the Closing Date;
(f) Working Capital. The Company shall have sufficient working capital to conduct its business in the ordinary course, including credit available under its existing operating line facility;
(g) Value of Assets. The value of the assets on the books of the Company as of the Closing Date will not be materially different from those recorded in the Financial Statements;
(h) Closing Documentation. The Purchaser will have received from or on behalf of the Vendors the following closing documentation:
(i) share certificates representing the Shares issued in the name of the Vendors, duly endorsed in blank, or accompanied either by share transfers duly executed in blank, for transfer to the Purchaser (or, Affiliates of the Purchaser, as the Purchaser may direct) or such other instruments of transfer as are reasonably acceptable to the Purchaser;
(ii) a certificate of each of the Vendors addressed to the Purchaser confirming that the representations and warranties of the Vendors set forth in Section 2.1 are true, accurate, and correct in all material respects as of the Closing Date, and that each Vendor has fulfilled and/or performed in all material respects, when required, all of its obligations contained in this Agreement to be fulfilled and/or performed on or before the Closing Date; and
(iii) evidence, satisfactory to the Purchaser, of the Company's receipt of all thirdparty consents including, but not limited to, consents from each counterparty under the Leases listed in Schedule 2.1(f) to the completion of the transactions contemplated under this Agreement.

Without derogating from the Purchaser's rights or obligations under this Agreement, it is agreed that the Purchaser will act in good faith to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws to satisfy, or cause to be satisfied, all of the conditions set forth in this Section 7.1, and to consummate the transactions contemplated under this Agreement as promptly as practicable.

Section 7.2 Waiver of Conditions

The conditions set forth in this Article 7 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date.

ARTICLE 8 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE VENDOR

Section 8.1 Vendors' Conditions

The obligation of the Vendors to complete the sale of Shares hereunder will be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent:

(a) Truth and Accuracy of Representations of Purchaser at Closing. The representations and warranties of the Purchaser made in Article 3 hereof will be true, accurate and correct in all material respects as at the Closing and with the same effect as if made at and as of the Closing;
(b) Performance of Obligations. The Purchaser will have performed and complied with all of its obligations, covenants and agreements herein in all material respects;
(c) Closing Documentation. The Vendors will have received on the Closing Date from or on behalf of the Purchaser the following closing documentation:
- (i) a wire transfer of immediately available funds payable to the each of the Vendors or as the Vendors may direct, in the amount of the Purchase Price (subject to the Purchase Price Adjustment, if applicable) as set forth in Section 4.2; and
- (ii) a certificate of the Purchaser, certifying that the representations and warranties of the Purchaser set forth in Section 3.1 hereof are true, accurate, and correct in all material respects as of the Closing Date, and certifying that the Purchaser has fulfilled and/or performed in all material respects, when required, all of its obligations contained in this Agreement to be fulfilled and/or performed on or before the Closing Date.

Without derogating from the Vendors' rights or obligations under this Agreement, it is agreed that the Vendors will act in good faith to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws to satisfy, or cause to be satisfied, all of the conditions set forth in this Section 8.1, and to consummate the transactions contemplated under this Agreement as promptly as practicable.

Section 8.2 Waiver of Conditions

The conditions set forth in this Article 8 are for the exclusive benefit of the Vendors and may be waived by the Vendors in writing in whole or in part on or before the Closing Date.

ARTICLE 9 MUTUAL CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PARTIES OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

Section 9.1 Mutual Conditions

The obligations of the parties to complete the purchase and sale of the Shares will be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following mutual conditions precedent:

(a) Absence of Injunctions, etc. No injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the transactions contemplated hereby;
(b) Absence of Statute, etc. No statute, rule, regulation or order shall have been enacted by any Governmental Authority in any jurisdiction, including Canada and any of its provinces or territories, that has the effect of making illegal or otherwise preventing or prohibiting completion of the transactions contemplated hereby;
(c) Regulatory Approvals. The parties will have received all Regulatory Approvals;

(d) London Closing**.** The Purchaser or an Affiliate of the Purchaser will acquire all the issued and outstanding shares of London Pharmacare Inc. concurrently with the closing of the transactions contemplated herein.

Section 9.2 Waiver of Conditions

The conditions set forth in this Article 8 are for the mutual benefit of the parties to this Agreement and may be waived by the parties, acting jointly, in writing in whole or in part on or before the Closing Date.

ARTICLE 10 EXAMINATIONS, WAIVERS AND OTHER COVENANTS

Section 10.1 Management Level Employee

From the Closing Date until the end of the Company's 2023 financial year, the Purchaser will continue to employ the employees listed in Schedule 10.1 (each a "Management Level Employee") on substantially the same terms of employment for each Management Level Employee, subject to termination for cause or the voluntary resignation of each Management Level Employee.

Section 10.2 Key Employees

The Purchaser will use its commercially reasonable best efforts to continue to employ the employees listed in Schedule 10.2 (each a "Key Employee") after the Closing Date.

Section 10.3 Further Action

Until the Closing, the parties will use their reasonable commercial efforts to cause and facilitate the prompt satisfaction of all conditions in Article 7, Article 8 and Article 9. From and after the Closing, all of the parties will execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby and thereby.

ARTICLE 11 INDEMNITY

Section 11.1 Indemnification of Purchaser

Subject to the limitations set out in Section 11.2 hereof, from and after the Closing, each of the Vendors covenants and agrees with the Purchaser to indemnify the Purchaser against all liabilities, claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable legal fees on a solicitor and his own client basis) suffered, or incurred by the Purchaser, directly or indirectly, by reason of or arising out of:

(a) any warranties or representations on the part of the Vendors set forth in Article 2 of this Agreement being untrue; and

(b) a breach of any agreement, term or covenant on the part of the Vendors made or to be observed or performed pursuant hereto;

which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the "Purchaser's Losses". The indemnification provided in this Section 11.1 (as limited by Section 11.2) will be the sole and exclusive recourse of the Purchaser against the Vendors for any and all matters related to or arising out of this Agreement following the Closing.

Section 11.2 Vendors' Limitations

The indemnity obligations of the Vendors pursuant to Section 11.1 hereof will be limited in the following respects:

(a) the Vendors will only be liable for Purchaser's Losses in respect of which a claim for indemnity is made by the Purchaser:
- (i) with respect to the representations and warranties in Section 2.1(l), at any time before the date that is 90 days after the relevant Governmental Authorities are no longer entitled to assess or reassess the Taxes in question, having regard, without limitation to:
  - (A) any waiver given before the Closing Date in respect of such Taxes; and
  - (B) any entitlement of a Governmental Authority to assess or reassess in respect of such Taxes without limitation in the event of fraud or misrepresentation attributable to neglect, carelessness or wilful default;
- (ii) with respect to all other Purchaser's Losses, within one (1) year of the Closing Date;
(b) no obligation on the part of any of the Vendors to indemnify the Purchaser for Purchaser's Losses will arise until the aggregate amount of all Purchaser's Losses in respect of which a claim for indemnity has been made by the Purchaser exceeds the sum of $10,000, and such obligation will only apply to the aggregate amount of such Purchaser's Losses in excess of $50,000;
(c) with respect to the representations and warranties in Section 2.1(a), (b), (c), and (d), the maximum amount in respect of which the Vendors will be liable will not exceed 100% of the Purchase Price actually received by the Vendors; and
(d) with respect to all other Purchaser's Losses, the maximum amount in respect of which the Vendors will be liable will not exceed 50% of the Purchase Price actually received by the Vendors.

ARTICLE 12 EXCLUSIVITY

Section 12.1 Exclusivity

From the date hereof until the earlier of the Closing Date or the date on which this Agreement terminates or is terminated pursuant to Article 12, the Company and each of the Vendors agrees that he or it will not, directly or indirectly through any of its trustees, officers, directors, partners, employees, stockholders, agents or representatives, as applicable, (a) solicit, initiate or entertain proposals or offers from any third party related to the acquisition or purchase of: (i) all or any part of the Shares or any other current issued and outstanding securities of the Company; (ii) any or all of the assets of the Company; or (iii) any other transaction or series of transactions that would have a substantially similar effect as, or be inconsistent with, the transactions contemplated by this Agreement; (b) enter into, or continue, any negotiations or discussions with any third party in respect of the acquisition or purchase of: (i) all or any part of the current issued and outstanding securities of the Company; (ii) any or all of the assets of the Company by any manner whatsoever which would be inconsistent with the matters contemplated by this Agreement; or (c) furnish any third party any information with respect to the foregoing, including any confidential information, or permit any third party with access to the premises of the Company or any of its subsidiaries (if applicable) for the purposes of enabling such third party to make a determination as to whether to make an offer to acquire: (i) all or any part of the Shares or any other current issued and outstanding securities of the Company; (ii) any or all of the assets of the Company; or (iii) submit a proposal to enter into any other transaction or series of transactions that would have a substantially similar effect as, or be inconsistent with, the transactions contemplated by this Agreement.

ARTICLE 13 TERMINATION

Section 13.1 Termination by Vendors or Purchaser

This Agreement may be terminated at any time prior to the Closing Time:

(a) by mutual written consent and agreement of the Vendors and the Purchaser;
(b) by either party, upon written notice to the other party, if any Governmental Authority having jurisdiction has issued an order, decree or ruling permanently restraining or enjoining or otherwise prohibiting the transactions contemplated under this Agreement (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) which order, decree or ruling is final and non-appealable;
(c) by the Purchaser, upon written notice to the Vendors:
- (i) if any of the conditions set forth in Section 7.1 or Section 8.1 are not satisfied or waived by the Closing Time;
(ii) any representation or warranty of the Vendors under this Agreement is untrue or incorrect or will have become untrue or incorrect such that the condition contained in Section 7.1(b) would be incapable of satisfaction, provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in favour of both parties or in favour of the Vendors not to be satisfied; or
(iii) if there is a breach by the Vendors of any covenant or obligation provided in Article 2, prior to the Closing Time; or
(d) by the Vendors, upon written notice to the Purchaser:
- (i) if any of the conditions set forth in Section 8.1 or Section 9.1 are not satisfied or waived on or before the Closing Time;
- (ii) any representation or warranty of the Purchaser under this Agreement is untrue or incorrect or will have become untrue or incorrect such that the condition contained in Section 8.1(a) would be incapable of satisfaction, provided that the Vendors are not then in breach of this Agreement so as to cause any condition in favour of both parties or in favour of the Purchaser not to be satisfied; or
- (iii) if there is a breach by the Purchaser of any covenant or obligation provided in Article 3, prior to the Closing Time.

Section 13.2 Effect of Termination

Except as otherwise set forth in this Section 13.2, in the event of the termination of this Agreement pursuant to Section 13.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective trustees, Affiliates, officers, directors, employees or stockholders, as applicable, other than liability of the Vendors or the Purchaser, as the case may be, for any breach of this Agreement occurring prior to such termination. The provisions of this Section 13.2 and Article 14 shall survive any termination of this Agreement.

ARTICLE 14 GENERAL

Section 14.1 Public Notice

The parties hereto agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement will be jointly planned and co-ordinated and no party hereto will act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld. Notwithstanding the foregoing, nothing contained herein will prevent a party at any time from disclosing information if required by Applicable Laws.

Section 14.2 Expenses

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such expenses.

Section 14.3 Time

Time will be of the essence hereof.

Section 14.4 Notices

Any notice required or authorized to be given under this Agreement will be in writing and will be delivered (a) in person, (b) by email, (c) by registered mail, return receipt requested, or (d) by reputable courier service. Notices will be effective upon the date of delivery, if delivered prior to 5:00 p.m. at the recipient's location, or on the next Business Day if delivered after such time. Notices will be addressed to the parties as follows:

If to the Purchaser at:

Mednow Inc. 4484 Main Street Vancouver, British Columbia V3V 5R5 Attention: Benjamin Ferdinand Email: [Redacted – Confidential Personal Information]

with a copy to Purchaser's Solicitors at:

DuMoulin Black LLP 10th Floor - 595 Howe Street Vancouver, British Columbia V6C 2T5 Attention: Gavin Mah Email: [Redacted – Confidential Personal Information]

If to the Vendors at:

Liver Care Canada Inc. 1030 Coronation Drive, Suite 1211 Attention: Ahmed elFarnawany Email: [Redacted – Confidential Personal Information]

with a copy to Vendors' Solicitors at:

Torkin Manes LLP 151 Yonge Street, Suite 1500 Toronto, Ontario M5C 2W7 Attention: Laura Nichols

Email: [Redacted – Confidential Personal Information]

Either party may change its address by notice to the other party given in the same in the manner as provided in this section.

Section 14.5 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the parties hereto submit and attorn to the jurisdiction of the Courts of the Province of Ontario.

Section 14.6 Severability

If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 14.7 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersede all prior agreements, understandings, representations and warranties, oral or written, by and between any of the parties hereto with respect to the subject matter hereof.

Section 14.8 Amendment

This Agreement will not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representatives of each party.

Section 14.1 Assignment

The parties agree that the Purchaser will have the option to assign this agreement without the consent of the Vendor.

Section 14.2 Further Assurances

The parties hereto will with reasonable diligence do all such deeds, acts and things and provide all such reasonable assurances as may be required in the reasonable opinion of the Purchaser's Solicitors and the Vendors' Solicitors to consummate the transactions contemplated hereby, and each party hereto will provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

Section 14.3 Enforcement.

The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. To the extent any party hereto brings an action to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that by its terms requires performance after the Closing or expressly survives termination of this Agreement), the Closing Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action or (ii) such other time period established by the court presiding over such action.

Section 14.4 Enurement

This Agreement and each of the terms and provisions hereof will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns.

Section 14.5 Counterparts

This Agreement may be executed and delivered by facsimile or other electronic means and in any number of counterparts, with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same original instrument.

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The parties have executed this Agreement on the date and year first indicated above.