First Colombia Development Corp. (Form: 8-K, Received: 09/04/2019 17:03:08)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 25, 2019

FIRST COLUMBIA DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)

Nevada	333-181259	82-5051728
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

866 Navajo St., Denver, CO	80204
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 415-300-6144

3020 Bridgeway, Ste 505, Sausalito, CA	94965
(Address of principal executive offices)	(Zip Code)

__________________________________________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Forward Looking Statements

This Current Report on Form 8-K (the “Current Report”) contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report include, but are not limited to, statements about:

the market for the Company’s products and services;
the Company’s expansion and other plans and opportunities;
the Company’s inability to realize anticipated benefits of the Business Combination, which could result from, among other things, competition, the inability to integrate the Company’s and Good Holdco, LLC’ businesses or the inability of the combined business to grow and manage growth profitably; and
changes in applicable laws or regulations.

These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that the Company “believes” and similar statements reflect its beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this Current Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 6, 2019 First Colombia Development Corp. (the “Company”) completed its previously announced acquisition of the cannabis brands and other assets of Critical Mass Industries LLC DBA Good Meds ("Good Meds") for a total purchase price of approximately US $2 million and 13,553,233 shares of common stock. Under the terms of the agreement, Critical Mass will continue to operate the cannabis business related to the brands under license from the Company, paying royalties and related fees until Colorado law permits public ownership of cannabis licenses.

Good Meds was founded in Denver, Colorado in 2009 by John Knapp, an industrial engineer by training, and has developed an industry-leading reputation for high-quality, medicinal-grade cannabis products. Mr. Knapp is a director of the Company. Good Meds holds nine cannabis licenses.

The transaction was approved unanimously by the disinterested directors, who were advised by company counsel and Elco Securities, which served as financial advisor to the Company and rendered an opinion on the fairness of the transaction from a financial point of view.

About Good Meds

Good Meds has approximately 65 employees. Good Meds has two retail locations just outside of Denver in the Lakewood and Englewood markets, which carry Good Meds medical cannabis products including marijuana flower, edibles, concentrates, tinctures, topical salves, joints and vaporizer cartridges. All of the Good Meds concentrates and many infused products are made with Good Meds strains cultivated and processed in its state-of-the-art, 90,000-SF cultivation facility in Denver, growing over 100 premium flower varieties. The facility also houses a state-of-the-art extraction lab that utilizes a variety of extraction methods.

About Good Meds Brand BOSM Labs

BOSM Labs, a medical and recreational cannabis extract brand based in Denver, Colorado, began as a passion for high-quality cannabis concentrates and a desire to be on the cutting edge of cannabis technology. While BOSM Labs has developed several processing methods, its initial objective was to perfect one genre of concentrate extraction, hydrocarbon. Rich in terpenes, the result is a concentrate that can capture the essence of the cannabis plant while producing a multi-sensory explosion. BOSM Labs cultivates and sells its own source material, as well as offers toll processing services for clients across the state. The name BOSM is derived from the Old Testament word for cannabis, kaneh-bosm, as a Polish etymologist from the Institute of Anthropological Sciences in Warsaw demonstrated, the root kan meaning “hemp” and bosm meaning “aromatic.”

Item 3.02 Unregistered Sales of Equity Securities.

On August 5, 2019 the Company closed a non-brokered private placement offering. First Colombia issued and sold approximately 15.4.4 million shares of Common Stock at the offering price of $0.50 for gross proceeds of approximately US $7.7 million.

Included in the total proceeds is the conversion of approximately $600,000 of debt related to the acquisition of Good Meds. Good Meds noteholders agreed to convert that debt to common stock as part of this private placement.

The offering was exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Rule 506 thereunder.

No brokerage commissions or finders’ fees were paid in connection with the offering, although GMP Securities acted as a financial advisor and received 640,000 shares of Common Stock, which were exempt from registration by virtue of Section 4(a)(6) and/or Rule 506 and/or Regulation S.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Joseph Graham has resigned as a member of the Board of Directors with immediate effect. Such resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On July 25, 2019, Mark Radke and John Scharfenberger were elected to the Board of Directors, to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.

Mark Radke has been an independent consultant with Franklin Partners, a DC consulting group, since 2015. Prior to that he was a partner in several national law firms, Shiff Hardin LLP (2013-2015), Arent Fox LLP (2010-2012) and Dewey & LeBoeuf LLP (2004-2010). Mr. Radke was a Senior Attorney in the SEC Division of Enforcement in 1993-1994 and chief of staff to SEC Chairman Harvey Pitt from 2001-2003.

John Scharffenberger is a consultant to the farming and food production industry, offering a wide range of programs and services including agronomic analysis, product development, management and marketing to help both for-profit and non-profit producers sustainably increase returns. His clients have included Hodo Soy, Farmhouse Culture, Tout Sweets Patisserie, Front Porch Farms, Kaia Foods and Daylesford Organics, among others. Prior to establishing his consultancy, he developed companies that combined agronomic innovation, sustainable production technologies and international brand development in the wine, chocolate and forestry industries, including Scharffenberger Cellars and the first artisanal chocolate company in the U.S., Scharffen Berger Chocolate Maker.

Scharffenberger received a B.A. in Agricultural Geography from the University of California Berkeley in 1973. He served as Entrepreneur-in-Residence at London Business School in 2007 and has recently spoken at UC Berkeley commencement ceremonies, Brown University, and various symposia relating to small food production. He serves as trustee on the UC Berkeley College of Natural Resources advisory board, as a board member of Save the Redwoods League and is an emeritus advisory board member of the UC Berkeley Botanical Gardens.

On August 12, 2019 Dr. Delon Human was elected to the Board of Directors.

Dr. Human, MBChB, MPraxMed, MFGP, DCH, MBA is a published author, international lecturer and health care consultant specializing in global health strategy, corporate and product transformation, harm reduction and health communication.

He has acted as adviser to the WHO director-general and to secretary-general of the UN Ban Ki-moon. Until 2014 he served as secretary-general and special envoy to WHO / UN of the International Food and Beverage Alliance, a group of leading food and non-alcoholic beverage companies with a global presence.

From 1997 to 2005, Dr. Human served as secretary general of the World Medical Association (WMA), the global representative body for physicians. He was instrumental in the establishment of the World Health Professions Alliance, an alliance of the global representative bodies of physicians, nurses, pharmacists, dentists and physical therapists. During 2006 he was elected to serve as the secretary-general of the African Medical Association (AfMA). He is a fellow of the Russian and Romanian Academies of Medical Sciences.

Dr. Human currently serves as Chairman of the Medical & Scientific Board of PharmaCielo Inc., a Canadian listed public company which is a major marijuana cultivator with operations based in Colombia.

Dr. Human qualified as a physician in South Africa and completed his postgraduate studies in family medicine and child health in South Africa and Oxford, England. He was a clinician for two decades, part of the pediatric endocrinology research unit at the John Radcliffe Hospital and was involved in the establishment of several medical centers, a hospital and emergency clinic in South Africa. His business studies (MBA) were completed at the Edinburgh Business School.

Item 8.01 Other Events.

By virtue of the acquisition of Good Meds, the Company is providing an updated risk factor disclosure.

Risk Factors

Investing in our common stock involves a high degree of risk. Before deciding to purchase, hold, or sell our common stock, you should carefully consider the risks described below in addition to the cautionary statements and risks described elsewhere and the other information contained in this Current Report and in our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these known or unknown risks or uncertainties actually occur, our business, financial condition, results of operations and/or liquidity could be seriously harmed, which could cause our actual results to vary materially from recent results or from our anticipated future results. In addition, the trading price of our common stock could decline due to any of these known or unknown risks or uncertainties, and you could lose all or part of your investment. An investment in our securities is speculative and involves a high degree of risk.

Risks Relating to Our Business and Industry

We have a limited operating history in the cannabis industry, which makes it difficult to accurately assess our future growth prospects

We have a limited operating history upon which investors may base an evaluation of our potential future performance. Assessing the future prospects of our business is challenging in light of both known and unknown risks and difficulties we may encounter. Growth prospects in our industry can be affected by a wide variety of factors including:

Competition from other similar companies;
Regulatory limitations on the products we can offer and markets we can serve;
Other changes in the regulation of medical and recreational cannabis use;
Changes in underlying consumer behavior, which may affect the business of our customers;
Our ability to access adequate financing on reasonable terms and our ability to raise additional capital in order to fund our operations;
Challenges with new products, services and markets; and
Fluctuations in the credit markets and demand for credit.

We may not be able to successfully address these factors, which could negatively impact our growth, harm our business and cause our operating results to be worse than expected. Any forecasts we make about our operations may prove to be inaccurate. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development.

We have a history of losses and may not achieve profitability in the future.

We generated net losses of approximately $427,457 and $56,764 respectively, in the years ended December 31, 2018 and 2017. As of December 31, 2018, we had an accumulated deficit of approximately $840,656. We will need to generate and sustain increased revenues in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase any such level of profitability.

We will likely need additional capital to sustain our operations and will likely need to seek further financing, which we may not be able to obtain on acceptable terms, or at all.

We have limited capital resources and operations. To date, our operations have been funded primarily from the proceeds of equity financings. We expect to require substantial capital in the near future to commence operations at additional cultivation and production facilities, expand our product lines, develop our intellectual property base, and establish our targeted levels of commercial production. We may not be able to obtain additional financing on terms acceptable to us, or at all. In particular, because marijuana is illegal under federal law, we may have difficulty attracting investors.

If we raise additional funds through the issuance of equity or convertible debt securities, the ownership held by our existing stockholders will be reduced and our stockholders may experience significant dilution. In addition, new securities may contain rights, preferences, or privileges that are senior to those of our common stock. If we raise additional capital by incurring debt, this will result in increased interest expense. If we raise additional funds through the issuance of securities, market fluctuations in the price of our shares of common stock could limit our ability to obtain equity financing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. If we are unable to raise capital when needed, our business, financial condition, and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.

Our future success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel.

Our future success largely depends upon the continued services of our executive officers and management team. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Additionally, we may incur additional expenses to recruit and retain new executive officers. If any of our executive officers joins a competitor or forms a competing company, we may lose some or all of our customers. Finally, we do not maintain “key person” life insurance on any of our executive officers. Because of these factors, the loss of the services of any of these key persons could adversely affect our business, financial condition, and results of operations, and thereby an investment in our stock.

Our continuing ability to attract and retain highly qualified personnel will also be critical to our success because we will need to hire and retain additional personnel as our business grows. There can be no assurance that we will be able to attract or retain highly qualified personnel. We face significant competition for skilled personnel in our industries. In particular, if the marijuana industry continues to grow, demand for personnel may become more competitive. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, we may not be able to effectively manage or grow our business, which could adversely affect our financial condition or business.

We may not be able to effectively manage our growth or improve our operational, financial, and management information systems, which would impair our results of operations.

In the near term, we intend to expand the scope of our operations activities significantly. If we are successful in executing our business plan, we will experience growth in our business that could place a significant strain on our business operations, finances, management, and other resources. The factors that may place strain on our resources include, but are not limited to, the following:

The need for continued development of our financial and information management systems;
The need to manage strategic relationships and agreements with manufacturers, customers, and partners; and
Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage our business.

Additionally, our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to effectively manage growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.

We cannot provide assurances that our management will be able to manage this growth effectively. Our failure to successfully manage growth could result in our sales not increasing commensurately with capital investments or otherwise materially adversely affecting our business, financial condition, or results of operations.

Our future success depends on our ability to grow and expand our customer base and operational territory.

Our success and the planned growth and expansion of our business depend on our products and services achieving greater and broader acceptance, resulting in a larger customer base, and on the expansion of our operations into new markets. However, there can be no assurance that customers will purchase our products and/or services, or that we will be able to continually expand our customer base. Additionally, if we are unable to effectively market or expand our product and/or service offerings, we will be unable to grow and expand our business or implement our business strategy.

Operating in new markets may expose us to new operational, regulatory or legal risks and subject us to increased compliance costs. We may need to modify our existing business model and cost structure to comply with local regulatory or other requirements. Facilities we open in new markets may take longer to reach expected revenue and profit levels on a consistent basis, may have higher construction, occupancy or operating costs, and may present different competitive conditions, consumer preferences and spending patterns than we anticipate. Any of the above could materially impair our ability to increase sales and revenue.

If we fail to protect our intellectual property, our business could be adversely affected.

Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our intellectual property to distinguish our products from our competitors’ products. We rely on copyrights, trademarks, trade secrets, and confidentiality provisions to establish and protect our intellectual property. We may not be able to enforce some of our intellectual property rights because cannabis is illegal under federal law.

Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of our time.

Competitors may also harm our sales by designing products that mirror our products or processes without infringing on our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue.

We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or prevent other parties from developing similar products or processes or designing around our intellectual property by utilizing technologies that are similar to those developed or licensed by us.

We operate in a highly competitive industry.

The markets in the medical marijuana and recreational marijuana industries are competitive and evolving. There is no material aspect of our business that is protected by patents, copyrights, trademarks, or trade names, and we face strong competition from larger companies that may offer similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than us, and there can be no assurance that we will be able to successfully compete against these or other competitors.

Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in our markets, particularly, legal and regulatory changes. Our success will also depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition and results of operations.

A drop in the retail price of medical and adult use marijuana products may negatively impact our business.

The demand for our products depends in part on the price of commercially grown marijuana. Fluctuations in economic and market conditions that impact the prices of commercially grown marijuana, such as increases in the supply of such marijuana and the decrease in the price of products using commercially grown marijuana, could cause the demand for medical marijuana products to decline, which would have a negative impact on our business.

Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.

Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation legalizing cannabis use, or its cultivation, sale and distribution, or the re-criminalization or restriction of cannabis at the state level could negatively impact our business. Additionally, changes in applicable state and local laws or regulations, including zoning restrictions, permitting requirements, and fees, could restrict the products and services we offer or impose additional compliance costs on us or our customers and tenants.

Violations of applicable laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. We cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be materially adverse to our business.

Our ability to grow our business depends on state laws pertaining to the cannabis industry.

Continued development of the cannabis industry depends upon continued legislative authorization of cannabis at the state level. The status quo of, or progress in, the cannabis industry is not assured and any number of factors could slow or halt further progress in this area. While there may be ample public support for legislative action permitting the manufacture and use of cannabis, numerous factors impact the legislative process. For example, many states that voted to legalize medical and/or adult-use cannabis have seen significant delays in the drafting and implementation of industry regulations and issuance of licenses. In addition, burdensome regulation at the state level could slow or stop further development of the medical-use cannabis industry, such as limiting the medical conditions for which medical cannabis can be recommended by physicians for treatment, restricting the form in which medical cannabis can be consumed, imposing significant registration requirements on physicians and patients or imposing significant taxes on the growth, processing and/or retail sales of cannabis, which could have the impact of dampening growth of the cannabis industry and making it difficult for cannabis businesses, including our tenants, to operate profitably in those states. Any one of these factors could slow or halt additional legislative authorization of cannabis, which could harm our results of operations, business and prospects.

The cannabis industry faces significant opposition, and any negative trends will adversely affect our business operations.

We are substantially dependent on the continued market acceptance, and the proliferation of consumers, of medical and recreational cannabis. We believe that with further legalization, cannabis will become more accepted, resulting in growth in consumer demand. However, we cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely affect our business operations.

Federal regulation and enforcement may adversely affect the implementation of cannabis laws and regulations may negatively impact our revenues and profits.

Currently, there are 33 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical and adult uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be producing, cultivating, or dispensing marijuana in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain.

In February 2017, the Trump administration announced that there may be “greater enforcement” of federal laws regarding marijuana. Any such enforcement actions could have a negative effect on our business and results of operations.

Since the start of the new congress, there have been “positive” discussions about the Federal Government’s approach to cannabis. The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. With the change of the Attorney General, the DOJ has not signaled any change in their enforcement efforts. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits. Furthermore, H.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states, including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or cultivation of medical marijuana. This prohibition is currently in place until September 30, 2019.

Variations in state and local regulation, and enforcement in states that have legalized cannabis, may restrict cannabis-related activities, which may negatively impact our revenues and prospective profits.

Individual state laws do not always conform to the federal standard or to other states' laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. As of December 2018, ten states and the District of Columbia have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized, or created medical marijuana exemptions. For example, certain states have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our business and our revenue and profits.

Depending on the laws of each particular state, we may not be able to fully realize our potential to generate profit. For example, some states have residency requirements for those directly involved in the cannabis industry, which may impede our ability to contract with cannabis businesses in those states. Furthermore, cities and counties are being given broad discretion to ban certain cannabis activities. Even if these activities are legal under state law, specific cities and counties may ban them.

Marijuana remains illegal under federal law.

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan, especially in respect of our marijuana cultivation, production and dispensaries. In addition, our assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.

Laws and regulations affecting the medical and adult use marijuana industry are constantly changing, which could detrimentally affect our cultivation, production and dispensary operations.

Local, state, and federal medical and adult use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our cultivation, production and dispensary businesses, and our business of selling cannabis products. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

We may not be able to successfully execute on our merger and acquisition strategy.

Our business plan depends in part on merging with or acquiring other businesses in the marijuana industry. The success of any acquisition will depend upon, among other things, access to capital, availability of acquisition opportunities, and high valuations of desired targets. Our success also depends on our ability to integrate acquired personnel, operations, products and technologies into our organization effectively, to retain and motivate key personnel of acquired businesses, and to retain their customers. Any acquisition may result in diversion of management’s attention from other business concerns, and such acquisition may be dilutive to our financial results and/or result in impairment charges and write-offs. We might also spend time and money investigating and negotiating with potential acquisition or investment targets, but not complete the transaction.

Although we expect to realize strategic, operational and financial benefits as a result of our acquisitions, we cannot predict whether and to what extent such benefits will be achieved. There are significant challenges to integrating an acquired operation into our business.

Any future acquisition could involve other risks, including the assumption of unidentified liabilities for which we, as a successor owner, may be responsible. These transactions typically involve a number of risks and present financial and other challenges, including the existence of unknown disputes, liabilities, or contingencies and changes in the industry, location, or regulatory or political environment in which these investments are located, that our due diligence review may not adequately uncover and that may arise after entering into such arrangements.

Conditions in the economy, the markets we serve and the financial markets generally may adversely affect our business and results of operations.

Our business is sensitive to general economic conditions. Slower economic growth, volatility in the credit markets, high levels of unemployment, and other challenges that affect the economy adversely could affect us and our customers and suppliers. If growth in the economy or in any of the markets we serve slows for a significant period, if there is a significant deterioration in the economy or such markets or if improvements in the economy do not benefit the markets we serve, our business and results of operations could be adversely affected.

We may not obtain the necessary permits and authorizations to operate the medical and adult use marijuana business.

We may not be able to obtain or maintain the necessary licenses, permits, authorizations, or accreditations for our cultivation, production and dispensary businesses, or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the medical and adult use marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations, or accreditations could result in restrictions on our ability to operate the medical and adult use marijuana business, which could have a material adverse effect on our business.

We may have difficulty accessing the service of banks, which may make it difficult for us to operate.

Since the use of marijuana is illegal under federal law, many banks will not accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain bank accounts may make it difficult for us to operate our medical and adult use marijuana businesses. If any of our bank accounts are closed, we may have difficulty processing transactions in the ordinary course of business, including paying suppliers, employees and landlords, which could have a significant negative effect on our operations.

Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.

We depend on third party suppliers to produce and timely ship our orders. Products purchased from our suppliers are resold to our customers. These suppliers could fail to produce products to our specifications or quality standards and may not deliver units on a timely basis. Any changes in our suppliers to resolve production issues could disrupt our ability to fulfill orders. Any changes in our suppliers to resolve production issues could also disrupt our business due to delays in finding new suppliers.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state laws. Any improper acts or allegations could damage our reputation and subject us to civil or criminal investigations and related shareholder lawsuits, could lead to substantial civil and criminal monetary and non- monetary penalties, and could cause us to incur significant legal and investigatory fees.

Due to our involvement in the cannabis industry, we may have difficulty obtaining various insurance policies that are desired to operate our business, which may expose us to additional risks and financial liabilities.

Insurance that is otherwise readily available, such as workers’ compensation, general liability, and directors’ and officers’ insurance, is more difficult for us to find and more expensive, because of our involvement in the cannabis industry. There are no guarantees that we will be able to find such insurance in the future, or that the cost will be affordable to us. If we are forced to go without such insurance, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

Litigation may adversely affect our business, financial condition, and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

Risks Relating to Ownership of Our Common Stock

The price of our common stock is volatile, which could negatively affect stockholders’ investments.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Accordingly, it is difficult to forecast the future performance of our common stock. The market price of our common stock may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock.

In addition, if the market for cannabis company stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price continues to be volatile, we may become the target of securities litigation, which could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, operating results and financial condition.

Trading and listing of securities of cannabis related businesses, including our common stock, may be subject to restrictions.

In the United States, many clearing houses for major broker-dealer firms have refused to handle securities or settle transactions of companies engaged in cannabis related business. This means that certain broker-dealers cannot accept for deposit or settle transactions in the securities of cannabis related businesses. Further, stock exchanges in the United States, including Nasdaq and the New York Stock Exchange, have historically refused to list certain cannabis related businesses, including cannabis retailers, that operate primarily in the United States. Our existing operations, and any future operations or investments, may become the subject of heightened scrutiny by clearing houses and stock exchanges, in addition to regulators and other authorities in the United States. Any existing or future restrictions imposed by clearing houses, stock exchange or other authority, on trading in our common stock could have a material adverse effect on the liquidity of our common stock.

Our common stock is currently considered a penny stock, therefore U.S. broker-dealers may be discouraged from effecting transactions in shares of our common stock.

Broker-dealers are generally prohibited from effecting transactions in “penny stocks” unless they comply with the requirements of Section 15(h) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder. These rules apply to the stock of companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share or who do not meet certain other financial requirements specified by the Securities and Exchange Commission (the “SEC”). Trades in our common stock are subject to these rules, which include Rule 15g-9 under the Exchange Act, which imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special written determination that the penny stock is a suitable investment for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale.

The penny stock rules also require a broker/dealer, prior to effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker/dealer also must provide the customer with current bid and offer quotations for the relevant penny stock and information on the compensation of the broker/dealer and its salesperson in the transaction. A broker/dealer must also provide monthly account statements showing the market value of each penny stock held in a customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

Our securities have in the past constituted “penny stock” within the meaning of the rules. Were our common stock to again be considered penny stock, and therefore become subject to the penny stock rules, the additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our common stock, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.

We do not intend to pay dividends for the foreseeable future.

We do not currently anticipate paying dividends in the foreseeable future. The payment of dividends on our common stock will depend on our earnings and financial condition, as well as on other business and economic factors affecting our business, as our board of directors may consider relevant. Our current intention in the foreseeable future is to apply net earnings, if any, to increasing our capital base and our development and marketing efforts. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock and, in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases compared to the price at which you purchased our common stock, which may never occur.

Our stockholders may experience significant dilution.

We may issue additional shares of common stock or preferred stock in the future in connection with a financing or an acquisition. Such issuances may not require the approval of our stockholders. In addition, certain of our outstanding rights to purchase additional shares of common stock or securities convertible into our common stock are subject to full-ratchet anti-dilution protection, which could result in the right to purchase significantly more shares of common stock being issued or a reduction in the purchase price for any such shares or both. Any issuance of additional shares of our common stock, or equity securities convertible into our common stock, including but not limited to, preferred stock, warrants, and options, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock. We may also grant options to purchase shares of our common stock to our directors, employees and consultants, the exercise of which would also result in dilution to our stockholders.

We may face continuing challenges in complying with the Sarbanes-Oxley Act, and any failure to comply or any adverse result from management’s evaluation of our internal control over financial reporting may have an adverse effect on our stock price.

Under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. The report must include management’s and auditors’ assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we will be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements and exhibits required by Regulation S-X will be filed by amendment within 75 days of the completion of the acquisition of Good Meds.

(d) Exhibits.

2.1	Good Holdco Membership Acquisition Agreement

2.2	Good IPCO Acquisition Agreement

10.1	CMI Licensing Agreement

10.2	CMI Administrative Agreement

10.3	CMI Consulting Agreement

10.4	CMI Marketing Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Colombia Development Corp.

/s/Christopher Hansen
Christopher Hansen
CEO, Principal Executive Officer

Date: September 4, 2019

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of the 6th day of August, 2019 (the “Execution Date”).

AMONG:

FIRST COLOMBIA DEVELOPMENT CORP., a company incorporated under the laws of the State of Nevada, having an address at 3020 Bridgeway, Suite 505, Sausalito, California 94965

(the “Parent”)

AND:

GOOD ACQUISITION CO., a corporation organized under the laws of the State of Colorado and a wholly-owned subsidiary of the Parent, having an address at 3020 Bridgeway, Suite 505, Sausalito, California 94965

(the “Purchaser”)

AND:

THE PERSONS IDENTIFIED ON THE SIGNATURE PAGE HEREOF, WHO ARE THE HOLDERS OF ALL OF THE OUTSTANDING MEMBERSHIP INTERESTS IN GOOD HOLDCO, LLC

(the “Sellers”)

AND:

GOOD HOLDCO, LLC, a limited liability company organized under the laws of the State of Colorado and having an address at 845 Navajo Street, Denver, CO 80204 U.S.A.

(“Holdco”)

WHEREAS:

A.	The Sellers own all of the membership interests of Holdco;

B.	The Parent, a company whose common stock is registered under the Securities Exchange Act of 1934, as amended, through its wholly-owned subsidiary, the Purchaser, wishes to acquire all of the Holdco Membership Interest from the Purchasers.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Parent, Purchaser, Holdco and the Sellers (each, a “Party” and, together, the “Parties”) covenant and agree as follows:

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ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement the following words and phrases will have the following meanings:

“Affiliate” with respect to any specified Person at any time, means each Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with, such specified Person at such time;

“Agreement” means this Purchase and Sale Agreement and all of the schedules and other documents attached hereto or delivered pursuant to the terms hereof, as it may from time-to-time be supplemented or amended;

“Applicable Law” means, with respect to any Person, any domestic (whether federal, state, territorial, municipal or local) or foreign statute, law, ordinance, rule, administrative interpretation, regulation, Order, writ, injunction, directive, judgment, decree or other requirement, all as in effect as of the Closing, of any Governmental Body applicable to such Person or any of its Affiliates or any of their respective properties, assets, Employees, consultants or agents (in connection with such Employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates), including Applicable Securities Laws;

“Applicable Securities Laws” means all applicable securities laws in all jurisdictions relevant to the issuance of the Acquisition Shares and the transfer of the Holdco Membership Interest pursuant to the terms of this Agreement, including the published rules and policies of the SEC;

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of Denver, Colorado are authorized or required by law to close;

“Closing” has the meaning set forth in Section 6.1;

“Closing Date” has the meaning set forth in Section 6.1;

“CMI” means Critical Mass Industries LLC, a Colorado limited liability company;

“Contract” means any oral or written agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment or undertaking;

“Contract” means any contract, agreement, option, lease, license, commitment or other instrument of any kind, whether written or oral, to which a Person is a party on the Closing Date;

“Consulting Agreement” means the consulting agreement between CMI and Holdco dated August 5, 2019, a copy of which has previously been provided to Purchaser;

“Disclosure Records” means the periodic filings of the Parent as filed with the SEC under the Parent’s profile at www.sec.gov;

“Effective Time” means 5:00 PM. on July 15, 2019;

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“Employee” means any current, former, or retired employee, officer or director of a Person;

“Employee Contract” refers to any employment, severance, consulting or similar Contract between an Employee and any Person;

“Employee Plan” refers to any plan, program, policy, practice, Contract or other arrangement providing for bonuses, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other benefits of any kind, whether formal or informal, funded or unfunded, and whether or not legally binding, pursuant to which a Person has, or may have, any material Liability, contingent or otherwise;

“Execution Date” has the meaning set forth on page 1 of this Agreement;

“Family” with respect to an individual, includes: (a) the individual, (b) the individual’s spouse, (c) any other natural person who is related to the individual or the individual’s spouse within the second degree, and (d) any other natural person who resides with such individual;

“Governmental Body” means any:

	(a)	governing body of any nation, state, county, city, town, village, district or other jurisdiction of any nature,

	(b)	federal, state, municipal, foreign or other government,

	(c)	governmental or quasi-governmental authority of any nature (including any Governmental Body, branch, department, official or entity and any court or other tribunal),

	(d)	multi-national organization or body,

	(e)	body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature,

	(f)	the SEC;

“Holdco” means Good Holdco, LLC, a limited liability company organized under the laws of the State of Colorado;

“Holdco Assets” means the Management Agreement, the Marketing Agreement and the Consulting Agreement;

“Holdco Membership Interest” means 100% of the membership interests of Holdco;

“GAAP” means United States Generally Accepted Accounting Principles as adopted by the Financial Accounting Standards Board, applied on a consistent basis with prior periods;

“Indemnified Party” has the meaning set forth in Section 12.3(a);

“Indemnifying Party” has the meaning set forth in Section 12.3(a);

“Intellectual Property" means any licences for or other rights to use, any inventions, patent applications, patents, trade-marks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information of Holdco;

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“IPCO Membership Interest” means all of the membership interests of Good IPCO, LLC, which shall be completed concurrent with the Transaction.

“Legal Requirement” means any Order, constitution, law, ordinance, principle of common law, regulation, statute or treaty of any Governmental Body;

“Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person;

“Lien” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, restriction, assignment, trust or deemed trust, title defect or objection, title retention agreement, option or encumbrance of any nature or kind whatsoever, whether contractual, statutory or otherwise arising, other than: (a) statutory liens for Taxes not yet due and payable, and (b) such imperfections of title, easements and encumbrances, if any, that will not result in a Material Adverse Effect;

“Losses” means any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs or expenses, including, without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by a Person, including damages for lost profits or lost business opportunities;

“Management Agreement” means the management agreement between CMI and Holdco dated August 5, 2019, a copy of which has previously been provided to Purchaser;

“Marketing Agreement” means the marketing agreement between CMI and Holdco dated August 5, 2019, a copy of which has previously been provided to Purchaser;

“Material Adverse Effect”, when used in connection with a Person, means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), Liabilities, capitalization, ownership, financial condition or results of operations of such Person and any Affiliates thereof, other than any change, event, circumstance or effect to the extent resulting from: (a) the announcement of the execution of this Agreement and the Transaction, (b) changes in legal or regulatory conditions generally affecting the Person, except that any such change, effect, event or occurrence will be considered in determining whether there has been, or will be, a Material Adverse Effect if the same disproportionately affects the Person, or (c) changes in GAAP;

“Material Contracts” means those subsisting Contracts, oral or written, entered into by a Party by which it is bound or to which its assets are subject, which have total payment obligations on the part of the Party which reasonably can be expected to exceed $25,000 or are for a term of one (1) year or more;

“Material Interest” means direct or indirect ownership of: (a) voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person, or (b) equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person;

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator;

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“Organizational Documents” means:

	(a)	the member agreement, certificate of incorporation, articles, bylaws or other constating documents of a Person,

	(b)	any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person, and

	(c)	any amendment to any of the foregoing;

“Parent” means First Colombia Development Corp., a Nevada corporation;

“Parent Accounting Date” means March 31, 2019;

“Parent Board” means the board of directors of Parent;

“Parent Financial Statements” means the audited consolidated financial statements of Parent for the two-year period ended December 31, 2018, and the unaudited consolidated financial statements for the three-month period ended March 31, 2019, prepared in accordance with GAAP;

“Parent Shares” means 13,553,233 fully paid and non-assessable shares of common stock in the capital of the Parent, par value $0.001 per share, and “Parent Share” means any one of them;

“Permits” means all licenses, permits, approvals, consents, certificates, registrations or authorizations (including those made or issued by a Governmental Body, in respect of a Contract or otherwise) entered into or obtained by a Party;

“Person” includes an individual, sole proprietor, corporation, body corporate, partnership, joint venture, association, trust, unincorporated organization or any other entity, or any trustee, executor, administrator or other legal representative thereof;

“Premises” means those premises that have been occupied or used, or are occupied or used, by any of the Parties in the operation of their respective properties or business;

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted, heard by or before, or otherwise involving, any Governmental Body or arbitrator;

“Purchaser” means Good Acquisition Co., a Colorado corporation which is a wholly-owned subsidiary of the Parent;

“Related Party” means, with respect to a particular individual:

	(a)	each other member of such individual’s Family,

	(b)	any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family,

	(c)	any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest, or

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(d)

any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity), and

with respect to a specified Person other than an individual:

	(e)	any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person,

	(f)	any Person that holds a Material Interest in such specified Person,

	(g)	each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity),

	(h)	any Person in which such specified Person holds a Material Interest,

	(i)	any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity), and

	(j)	any Related Person of any individual described in clause (f) or (g);

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means Securities Act of 1933, as amended;

“Tax” means any tax (including any income tax, capital gains tax, value-added tax, sales tax, property tax, gift tax or estate tax), levy, assessment, tariff, duty (including any customs duty), deficiency or other fee, and any related charge or amount (including any fine, penalty, interest or addition to tax), imposed, assessed or collected by or under the authority of any Governmental Body, or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee;

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax, or in connection with the administration, implementation or enforcement of, or compliance with, any Legal Requirement relating to any Tax;

“Third-Party Claim” has the meaning set forth in Section 12.3(a);

“Three Agreements” means the Consulting Agreement, the Management Agreement and the Marketing Agreement;

“Transaction” means, collectively: (a) the purchase and sale of the Holdco Membership Interest, (b) the issuance of the Parent Shares and (c) any or all of the other transactions contemplated by this Agreement, as the context may require; and

“Transaction Documents” means this Agreement and any other documents necessary or reasonably required to consummate the Transaction.

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1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

	(a)	all references in this Agreement to a designated article, section or schedule is to the designated article, section or schedule of or to this Agreement, unless otherwise specifically stated;

	(b)	the words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or schedule;

	(c)	the singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and any Person;

	(d)	the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);

	(e)	all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with GAAP applied on a consistent basis with prior periods;

	(f)	except as otherwise provided, any reference to a statute includes, and is a reference to, such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;

	(g)	where the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;

	(h)	the headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

	(i)	any reference to a corporate entity includes, and is also a reference to, any corporate entity that is a successor to such entity;

	(j)	the Parties acknowledge that this Agreement is the product of arm’s length negotiation among the Parties, each having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any Party, irrespective of which Party was responsible for drafting this Agreement;

	(k)	the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing for the applicable period set out in this Agreement; and

	(l)	unless otherwise specifically noted, all references to currency in this Agreement are to United States’ dollars ($).

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ARTICLE 2
PURCHASE AND SALE

2.1 Purchase and Sale of Holdco

On the Closing Date, the Sellers will sell, transfer, convey and assign all of the Holdco Membership Interest to the Purchaser, and the Purchaser will purchase the Holdco Membership Interest from the Sellers in exchange for the Parent Shares.

2.2 Restricted Securities

Each Seller acknowledges that all of the Parent Shares will be subject to resale restrictions, including hold periods, imposed by or required pursuant to Applicable Securities Laws and, as a result, may not be sold, transferred or otherwise disposed of except pursuant to an effective registration statement or prospectus, or pursuant to an exemption from, or in a transaction not subject to, the registration or prospectus requirements of Applicable Securities Laws, and in each case only in accordance with all Applicable Securities Laws.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING HOLDCO

Each Seller, jointly and severally, makes the following representations to the Parent and Purchaser, at the Execution Date and as at the Closing, and acknowledges and agrees that the Parent and Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement:

3.1 Organization and Good Standing

	(a)	Holdco is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado.

	(b)	Holdco has full power, authority and capacity to conduct its business as it has been and is presently conducted, to own the Holdco Assets, and to perform all of its obligations under the Three Contracts. Holdco is duly qualified to do business as a limited liability company and is in good standing under the laws of each state or other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on it or its assets.

3.2 Capitalization

At the Execution Date, the Sellers own the Holdco Membership Interest. The Holdco Membership Interest was not issued in violation of any Applicable Securities Laws or any other Legal Requirement. There are no Contracts purporting to restrict the transfer the Holdco Membership Interest or restricting or affecting the voting of the Holdco Membership Interest to which Holdco or a Seller is a party, or of which Holdco is aware, after inquiry. The Holdco Membership Interest is not subject to any rights of first refusal of any kind. To the knowledge of Holdco, there is no ongoing power of attorney in respect of any of the Holdco Membership Interest, and no Holdco Membership Interest has entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to such securities that is known to Holdco. There is no outstanding indebtedness owed from the Seller to Holdco, other than fees that may be due in the ordinary course pursuant to any one or more of the Three Agreements.

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3.3 Absence of Rights to Acquire Securities

No Person has any Contract or right, present or future, contingent, absolute or capable of becoming a Contract or right, or which, with the passage of time or the occurrence of any event could become a Contract or right:

	(a)	to require Holdco to issue any further or other membership interest or any other security convertible or exchangeable into a membership interest; or

	(b)	to require Holdco to purchase, redeem or otherwise acquire any Holdco Membership Interest.

3.4 Authority

Holdco has all requisite power and authority to execute and deliver the Transaction Documents to be signed by it and to perform its obligations thereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by Holdco and the consummation of the Transaction have been duly authorized by the managing member of Holdco. No other proceedings on the part of Holdco is necessary to authorize such documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by Holdco as contemplated by this Agreement will be, duly executed and delivered by Holdco and this Agreement is, and the other Transaction Documents when executed and delivered by Holdco as contemplated hereby will be, valid and binding obligations of Holdco enforceable against it in accordance with their respective terms.

3.5 No Conflict

Neither the execution and delivery of this Agreement nor the consummation or performance of the Transaction will, directly or indirectly (with or without notice or lapse of time or both):

	(a)	contravene, conflict with or result in a violation of any provision of the Organizational Documents of Holdco;

	(b)	contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Holdco or any of the Holdco Assets may be subject;

	(c)	contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by Holdco or that otherwise relates to Holdco or any of the Holdco Assets;

	(d)	violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify, amend, replace, suspend or call any or all obligations, duties, liabilities, rights or entitlements under any Holdco Permit, agreement, Material Contract, note, bond, mortgage, indenture, deed of trust, lease, license, permit, concession, easement or other instrument to which Holdco is a party or by which its property is bound;

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	(e)	cause Holdco to become subject to, or to become liable for the payment of, any Tax;

	(f)	cause any of the assets owned or used by Holdco to be reassessed or revalued by any taxing authority or other Governmental Body;

	(g)	contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;

	(h)	result in the imposition or creation of any Liens upon or with respect to any of the assets owned or used by Holdco; or

	(i)	require Holdco to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the Transaction.

3.6 Subsidiaries

Holdco has no subsidiaries or any material interest in any other Person.

3.7 Books and Records

At the Closing, all of the books and records of Holdco will be delivered to the Purchaser.

3.8 Title to Property

Holdco’s only assets are the Holdco Assets, to which it has good and marketable title.

3.9 Contracts

Other than this Agreement and the Holdco Assets, Holdco is not a party to any Contract. The Three Agreements are all valid and subsisting, in full force and effect and unamended, no material default or violation exists in respect thereof on the part of Holdco or, to the knowledge of Holdco, or any Seller. Holdco is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any of the Three Agreements or any event that, with notice or the lapse of time, or both, would reasonably be expected to create a material breach or violation thereof, or default thereunder. To the knowledge of Holdco, the continuation, validity and effectiveness of the Three Agreements will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any of the Three Agreements.

3.10 Tax Matters

Holdco has not incurred, collected or withheld any Taxes, nor has it filed, caused to be filed or been required to file any Tax Returns.

3.11 No Agents

No broker, agent or other intermediary has been engaged by Holdco or any Seller in connection with the Transaction and, consequently, no commission is payable or due to a third party from any of them.

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3.12 Employment Matters

The Purchaser has been provided with complete a list of Employees, their rate of compensation, and a list of Employee Contracts or Employee Plans.

3.13 Consents

No authorization, approval, order, license, permit or consent of any Governmental Body or any other Person, and no registration, declaration or filing by Purchaser with any such Governmental Body or other Person, is required in order for Holdco to:

	(a)	consummate the Transaction;

	(b)	execute and deliver all of the documents and instruments to be delivered by it under this Agreement;

	(c)	duly perform and observe the terms and provisions of this Agreement; or

	(d)	render this Agreement legal, valid, binding and enforceable.

3.14 Compliance with Legal Requirements

	(a)	Holdco is, and at all times has been, in full compliance with all requirements of each Governmental Body required for the operation of the Holdco Assets.

	(b)	No event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result, directly or indirectly, in a violation of, or a failure to comply with, any requirement of any Governmental Body required for the operation of the Holdco Assets, or may result directly or indirectly, in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any authorization of any Governmental Body required for the operation of those assets.

	(c)	Holdco has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any requirement of any Governmental Body, or any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification of any authorization of any Governmental Body.

	(d)	All applications required to have been filed for the renewal of any authorizations required from any Governmental Body for the operation of the Holdco Assets have been duly filed on a timely basis with each applicable Governmental Body, and all other filings required to have been made with respect to such authorizations have been duly made on a timely basis with each applicable Governmental Body.

3.15 Legal Proceedings

(a)

There is no pending Proceeding:

(i)

that has been commenced by or against Holdco or that otherwise relates to or may affect it or any of the Holdco Assets; or

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(ii)

that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transaction.

	(b)	To the knowledge of Holdco, no Proceeding has been threatened, and no event has occurred or circumstance exists, that may give rise to or serve as a basis for the commencement of any such Proceeding.

	(c)	There is no Order to which Holdco or any of the Holdco Assets is subject.

	(d)	No agent of Holdco is subject to any Order that prohibits such agent from engaging in or continuing any conduct, activity, or practice relating to the Holdco Assets.

3.16 Indebtedness to Holdco

CMI is not indebted to Holdco on any account whatsoever other than fees that may be outstanding in the ordinary course pursuant to one or more of the Three Agreements.

3.17 Certain Payments

None of Holdco or any Seller or, to its knowledge, any agent thereof, nor any other Person associated with or acting for or on behalf of any of them, has, directly or indirectly:

(a)	made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services:

	(i)	to obtain favorable treatment in securing business,

	(ii)	to pay for favorable treatment for business secured,

	(iii)	to obtain special concessions, or for special concessions already obtained, for or in respect of Holdco or any Related Party of any of them, or

	(iv)	in violation of any Legal Requirement; or

(b)	established or maintained any fund or asset that has not been recorded in the books and records of Holdco.

3.18 Undisclosed Information

	(a)	Holdco does not have any information relating to itself which is not generally known or which has not been disclosed to Parent and Purchaser and which could reasonably be expected to have a Material Adverse Effect on Holdco or any of the Holdco Assets.

	(b)	No representation or warranty of any Seller or Holdco in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

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3.19 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of Holdco pursuant hereto, or in connection with the Transaction, will be deemed to be representations and warranties of Holdco hereunder.

3.20 Survival

The representations and warranties of Holdco hereunder will not survive the Closing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLERS REGARDING THEIR
MEMBERSHIP INTEREST

Each Seller, severally and not jointly, makes the following representations to the Purchaser as at the Execution Date and as at the Closing, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, as follows:

4.1 Ownership of Holdco Membership Interest

The Seller is the sole legal and beneficial owner of, and has good, valid and marketable title to, his or hers Holdco Membership Interest. The Holdco Membership Interest is not subject to any Liens or to any rights of first refusal of any kind, and the Seller has not granted any right to purchase any of them to any other Person. Each Seller expressly agrees that the Parent Shares are the only consideration that such Seller is entitled to receive in respect of the sale of the Holdco Membership Interest. There is no ongoing power of attorney in respect of the Holdco Membership Interest, and such securities have not been entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to such securities. There is no outstanding indebtedness owed from Holdco to the Seller.

4.2 Absence of Claims by

The Seller does not have any claim against Holdco whether contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law.

4.3 Litigation

There is no action, suit, claim or proceeding of any nature pending, or to the knowledge of the Seller, threatened, against the Seller, arising out of or relating to (i) the Seller’s ownership of the Holdco Membership Interest, (ii) Seller’s capacity to enter into and perform its obligations under this Agreement, (iii) the Transaction, (iv) any contribution of assets (tangible and intangible) by (or any of its Affiliates) to Holdco or any of its Affiliates or (v) any other agreement between the Seller (or any of its Affiliates) and Holdco (or any of its Affiliates), nor to the knowledge of the Seller is there any reasonable basis therefor. There is no investigation or other proceeding pending or, to the knowledge of the Seller, threatened, against the Seller arising out of or relating to the matters noted in clauses (i) through (v) of the preceding sentence by or before any Governmental Entity, nor to the knowledge of is there any reasonable basis therefor. There is no action, suit, claim or proceeding pending or, to the knowledge of the Seller, threatened, against with respect to which has a contractual right or a right to indemnification from Holdco related to facts and circumstances existing prior to the Closing, nor, to the knowledge of the

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Seller, are there any facts or circumstances that would reasonably be expected to give rise to such an action, suit, claim or proceeding.

4.4 Securities Law Matters

The Seller acknowledges that the Parent Shares will be issued pursuant to prospectus exemptions in the United States provided under the Securities Act and acknowledges that:

	(a)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Parent Shares;

	(b)	there is no government or other insurance covering the Parent Shares;

	(c)	there are risks associated with the purchase of the Parent Shares;

	(d)	there may be restrictions on the Seller’s ability to resell the Parent Shares or any Parent Shares issued upon conversion thereof, and it is the responsibility of the Seller to find out what those restrictions are and to comply with them before selling any of the Parent Shares or any Parent Shares issued upon conversion thereof; and

	(e)	the Purchaser has advised that the Purchaser is relying on an exemption from the requirements to provide the Seller with a prospectus and to sell securities through a person registered to sell securities under the Securities Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act, including statutory rights of rescission or damages, will not be available to the Seller;

	(f)	no unusual effort has been made to prepare the market or to create a demand for the Parent Shares.

	(g)	the Seller consents to the placement of a legend or legends on any certificate or other document evidencing any of the Parent Shares setting forth or referring to the restrictions on transferability and sale thereof imposed by law or by SEC.

4.5 Survival

The representations and warranties of hereunder will survive the Closing for a period of eighteen (18) months after Closing.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

Subject to the matters set forth on the Disclosure Schedule, the Purchaser and the Parent, jointly and severally, makes the following representations to the Sellers as at the Execution Date and as at the Closing, and the Purchaser acknowledges that each Seller is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, as follows:

5.1 Organization and Good Standing of the Purchaser and the Parent; Activities of the Purchaser

Each of the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full corporate power, authority and capacity to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under any applicable contracts. Each of the Purchaser and the Parent is duly qualified to do business as a corporation and is in good standing under the laws of each state or other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on it.

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The Purchaser is newly incorporated and has conducted no activities other than incident to the Transaction and the purchase of the IPCO Membership Interest.

5.2 Capitalization of the Purchaser

The entire authorized capital stock of the Parent, as at the date hereof, consists of 500,000,000 shares of common stock, par value $0.001 per share, of which 91,873,475 Parent Shares are currently issued and outstanding and 100,000,000 shares of preferred stock, par value $0.001 per share, of which none are outstanding. All of the outstanding equity securities of the Parent have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding equity securities of the Parent were issued in violation of any Applicable Securities Laws or any other Legal Requirement. The Parent does not own, or have any contract to acquire, any equity securities or other securities of any Person, or any direct or indirect equity or ownership interest in any other business, other than as contemplated by this Agreement. There are no Contracts purporting to restrict the transfer of any of the issued and outstanding securities of the Parent, nor any Contracts restricting or affecting the voting of any of the securities of the Parent, to which the Parent is a party or of which the Parent is aware.

5.3 Authority

Each of the Purchaser and the Parent has all requisite corporate power and authority to execute and deliver the Transaction Documents to be signed by it, to perform its obligations hereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by each of the Purchaser and the Parent and the consummation of the Transaction have been duly authorized by the Parent Board. This Agreement has been, and the other Transaction Documents when executed and delivered by the Purchaser and the Parent as contemplated by this Agreement will be, duly executed and delivered by the it, and this Agreement is, and the other Transaction Documents when executed and delivered by the Purchaser and the Parent as contemplated hereby will be, valid and binding obligations of it enforceable in accordance with their respective terms.

5.4 Validity of Parent Shares Issuable upon the Transaction

The Parent Shares to be issued at Closing will, upon issuance in accordance with the terms of this Agreement, be duly and validly issued, fully paid and non-assessable, and will not be subject to any Lien or encumbrance.

5.5 Non-Contravention

None of the execution, delivery and performance of this Agreement nor the consummation of the Transaction will:

(a)

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Purchaser or the Parent under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, Order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or the Parent or its material property or assets;

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	(b)	violate any provision of the Organizational Documents of the Purchaser or the Parent or any Applicable Laws; or

	(c)	violate any Order, writ, injunction, decree, statute, rule, or regulation of any court or Governmental Body applicable to the Purchaser or the Parent or any of its material property or assets.

5.6 Books and Records

The books of account, minute books, stock record books, and other records of the Parent are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. The minute books of the Parent contain accurate and complete records of all meetings held, and corporate action taken by, the shareholders of the Parent and the Parent Board, and no meeting of the Parent shareholders or the Parent Board has been held for which minutes have not been prepared and are not contained in the Parent’s minute books. At the Closing, all of those books and records will be in the possession of the Parent or located at its registered office.

5.7 Actions and Proceedings

Except as disclosed in the Disclosure Records there is no basis for, and there is no, Proceeding by or before any Governmental Body now outstanding or pending or, to the best knowledge of the Parent, threatened against or affecting the Parent which involves any of the property or assets of the Parent that, if adversely resolved or determined, would have a Material Adverse Effect on the Parent. There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have a Material Adverse Effect on the Parent.

5.8 Compliance

	(a)	The Parent is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of, any Applicable Laws.

	(b)	The Parent is not subject to any judgment, Order or decree entered in any Proceeding applicable to its business and operations that would have a Material Adverse Effect on the Parent.

	(c)	The Parent has duly filed all reports and returns required to be filed by it with any applicable Governmental Body and has obtained all governmental permits and other governmental consents, except as may be required after the Execution Date. All of such permits and consents are in full force and effect, and no Proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or, to the best knowledge of the Parent, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction.

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5.9 Filings, Consents and Approvals

No filing or registration with, no notice to, and no permit, authorization, consent, or approval of any public or Governmental Body or any other Person is necessary for the consummation by the Purchaser or the Parent of the Transaction, or to continue to conduct its business after the Closing in a manner which is consistent with that in which it is presently conducted.

5.10 Disclosure Records

As of their respective dates, the Disclosure Records were timely filed and complied in all material respects with the requirements of the Applicable Securities Laws. The Disclosure Records constitute all of the documents and reports that the Parent was required to file under the Applicable Securities Laws. As of the time filed on EDGAR (or, if amended or suspended by a filing prior to the Execution Date, then on the date of such filing) none of the Disclosure Records contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.11 Financial Representations

Included with the Disclosure Records are true, correct, and complete copies of the Parent Financial Statements.

(a)	The Parent Financial Statements:

	(i)	are in accordance with the books and records of the Parent;

	(ii)	present fairly the financial condition of the Parent as of the respective dates indicated and the results of operations for such periods; and

	(iii)	have been prepared in accordance with GAAP and reflect the consistent application of GAAP throughout the periods involved.

(b)	All material financial transactions of the Parent have been accurately recorded in the books and records of the Parent and such books and records fairly present the financial position and the affairs of the Parent.

(c)	Other than the costs and expenses incurred in connection with the negotiation and consummation of the Transaction, the Parent has no material Liabilities or obligations, net of cash, which:

	(i)	are not set forth in the Parent Financial Statements or have not heretofore been paid or discharged;

	(ii)	did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to Parent; or

	(iii)	have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Parent Accounting Date, and otherwise disclosed in writing to Parent.

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(d)	Except to the extent reflected or reserved against in the Parent Financial Statements or incurred subsequent to the Parent Accounting Date in the ordinary and usual course of the Parent’s business, the Parent has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Parent in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Parent or its business.

(e)	Since the Parent Accounting Date, there have not been:

	(i)	any changes in the condition or operations of the Parent’s business, or the assets or financial affairs of the Parent which have caused, individually or in the aggregate, a Material Adverse Effect on the Parent or the Parent’s business; or

	(ii)	any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to Parent, which has or may cause a Material Adverse Effect on the Parent or the Parent’s business.

(f)	Since the Parent Accounting Date, and other than as contemplated by this Agreement, the Parent has not:

	(i)	transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Parent Financial Statements or cancelled any debts or claims;

	(ii)	incurred or assumed any Liability;

	(iii)	issued or sold any shares in its capital or any warrants, bonds, Parent Shares or other corporate securities, or issued, granted or delivered any right, option or other commitment for the issue of any such or other securities;

	(iv)	discharged or satisfied any Liens, or paid any Liabilities, other than current Liabilities or the current portion of long term Liabilities disclosed in the Parent Financial Statements, or current Liabilities incurred since the date thereof in the ordinary and usual course of business;

	(v)	declared, made or committed itself to make any payment of any dividend or other distribution in respect of any of its shares, nor has it purchased, redeemed, subdivided, consolidated, or reclassified any of its shares;

	(vi)	made any gift of money or of any assets to any Person;

	(vii)	purchased or sold any assets;

	(viii)	amended or changed, or taken any action to amend or change, its Organizational Documents;

	(ix)	made payments of any kind to or on behalf of any shareholder or any Related Party of a shareholder, save and except management or consulting fees pursuant to written agreements and business related expenses in the ordinary and usual course of business and at the regular rates payable;

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	(x)	created, incurred, assumed or guaranteed any indebtedness for money borrowed, or subjected any of the material assets or properties of the Parent to any Lien of any nature whatsoever;

	(xi)	made or suffered any amendment or termination of any Material Contract, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; or

	(xii)	authorized or agreed, or otherwise have become committed, to do any of the foregoing.

	(g)	The Parent has no guarantees, indemnities or contingent or indirect obligations with respect to the Liabilities or obligations of any other Person, including any obligation to service the debt of, or otherwise acquire an obligation of, another Person, or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other Person.

	(h)	The Parent is not a party to, bound by or subject to any Contract or Legal Requirement that would be violated or breached by, or under which default would occur, or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of the Transaction.

5.12 Tax Matters

(a)	As of the Execution Date:

	(i)	the Parent has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the Execution Date, taking into account any extensions of the filing deadlines which have been validly granted to it, and

	(ii)	all such returns are true and correct in all material respects.

	(b)	The Parent has paid all Taxes that have become or are due with respect to any period ended on or prior to the Execution Date and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Material Adverse Effect on the Parent.

	(c)	The Parent is not presently under, and has not received notice of, any contemplated investigation or audit by any Governmental Body concerning any fiscal year or period ended prior to the Execution Date.

	(d)	To the best knowledge of the Parent, the Parent Financial Statements contain full provision for all Taxes, including any deferred Taxes that may be assessed to the Parent for the accounting period ended on the Parent Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Parent Accounting Date or for which the Parent is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Parent Financial Statements.

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5.13 Absence of Changes

Since the Parent Accounting Date, except as disclosed in the Disclosure Records, and except as contemplated in this Agreement, the Parent has not:

(a)

incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice or in connection with the Transaction, or discharged or satisfied any Lien, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any Material Adverse Effect to it or any of its assets or properties;

5.14 Absence of Certain Changes or Events

Since the Parent Accounting Date, except as and to the extent disclosed in the Disclosure Records, there has not been:

	(a)	a Material Adverse Effect with respect to the Parent; or

	(b)	any material changes by the Parent in its accounting methods, principles or practices.

5.15 Material Contracts and Transactions

Other than as expressly contemplated by this Agreement, there are no Material Contracts to which the Parent is a party except as filed on SEDAR and included in the Disclosure Records. Each Material Contract to which the Parent is a party is in full force and effect, and there exists no material breach or violation of or default by the Parent under any such Material Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any such Material Contract by the Parent. To the best knowledge of the Parent, the continuation, validity and effectiveness of each Material Contract to which the Parent is a party will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation or limitation of, or any amendment, modification or change to, any such Material Contract.

5.16 Certain Transactions

Except as disclosed in the Disclosure Records, the Parent is not a guarantor or indemnitor of any indebtedness of any Person.

5.17 No Agents

No broker, agent or other intermediary has been engaged by the Purchaser or the Parent in connection with the Transaction, and consequently, no commission is payable or due to a third party from the Parent.

5.18 Undisclosed Information

	(a)	The Parent does not have any specific information relating to the Parent which is not generally known or which has not been disclosed to Parent and which could reasonably be expected to have a Material Adverse Effect on the Parent.

	(b)	No representation or warranty of the Parent in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

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5.19 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser or the Parent pursuant hereto or in connection with the Transaction will be deemed to be representations and warranties by it hereunder.

5.20 Survival

The representations and warranties of the Purchaser hereunder will survive for a period of eighteen (18) months from the Closing Date.

5.21 Reliance

Each of the Purchaser acknowledges and agrees that the Sellers and Holdco have entered into this Agreement relying on the warranties and representations and other terms and conditions of the Purchaser and the Parent contained in this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Sellers or Holdco, and that no information which is now known or should be known, or which may hereafter become known, by the Sellers or Holdco or their respective professional advisers prior to the Closing, will limit or extinguish the right to indemnification hereunder.

ARTICLE 6
CLOSING

6.1 Closing

Unless this Agreement is earlier terminated in accordance with its terms, the Transaction will be consummated as soon as practicable after all the conditions established in Article 7 and Article 8 of this Agreement have been satisfied or waived. The closing of the Transaction (the “Closing”) will be completed at 10:00 a.m. (Mountain Time) on August 6, 2019 (the “Closing Date”), at such location and time as is mutually agreed to by the Parent and the Sellers . Notwithstanding the location of the Closing, each Party agrees that the Closing may be completed by undertakings or the email exchange of documents between the respective legal counsel for the Purchaser and the Parent and the Sellers, provided such undertakings and exchanges are satisfactory to each Party’s respective legal counsel.

6.2 Purchaser and Parent Closing Documents

At the Closing, Purchaser and the Parent will deliver, or cause to be delivered, to the documents set forth in Section 8.1, and such other documents as may reasonably require to effect the Transaction.

6.3 Closing Documents

At the Closing, the Sellers will deliver, or cause to be delivered, to the Purchaser and Parent the documents set forth in Section 7.1, and such other documents as the Purchaser and the Parent may reasonably require to effect the Transaction.

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ARTICLE 7
PURCHASER’S AND PARENT’S CONDITIONS PRECEDENT

7.1 Purchaser’s and Parent’s Conditions

The obligation of the Purchaser and the Parent to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing, the conditions precedent set forth below:

	(a)	the representations and warranties of the Sellers and Holdco set forth in this Agreement will be true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Closing;

	(b)	The Sellers and Holdco will have performed and complied with all of their respective material obligations, covenants and agreements required hereunder;

	(c)	this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser and Parent, will have been executed by the Sellers and Holdco and delivered to the Purchaser and Parent;

	(d)	no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

	(e)	no claim will have been asserted or made that any Person (other than the Sellers) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, a Holdco Membership Interest, or any other voting, equity, or ownership interest in, Holdco or the Holdco Assets or is entitled to all or any portion of the Parent Shares;

	(f)	no Material Adverse Effect will have occurred with respect to Holdco or any of the Holdco Assets;

	(g)	all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s and Parent’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the Transaction will have been obtained to the Purchaser’s and Purchaser’s satisfaction or in accordance with the relevant Contracts or Legal Requirements;

	(h)	The Sellers and Holdco will have taken all proper steps, actions and corporate proceedings necessary to complete the Transaction;

	(i)	an exemption from the registration and prospectus requirements of the Applicable Securities Laws will be available regarding the issuance of the Parent Shares to the Sellers;

	(j)	the Purchaser and the Parent will have received from the following Transaction Documents:

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	(i)	certified copies of such resolutions of the Holdco Board as are required to be adopted to authorize the execution, delivery and implementation of this Agreement;

	(ii)	a certificate signed by an officer of confirming the existence, organization and good standing of Holdco on the Closing Date and attaching its management agreement and other or equivalent organizational documents;

	(iii)	a certificate executed by the managing member of Holdco certifying that: (A) the representations and warranties of Holdco set forth in this Agreement are true and correct in all material respects as at the Closing, (B) Holdco has performed and complied with all of the material obligations, covenants and agreements required of it hereunder, and (C) all conditions precedent of Holdco for completion of the Transaction have been satisfied or waived;

	(iv)	the books and records of Holdco;

	(v)	an assignment from the Sellers of the Holdco Membership Interest in form and substance sufficient to transfer the Holdco Membership Interest to the Purchaser and the Parent, duly executed by each Seller; and

(k)

the Purchaser shall complete the purchase of the IPCO Membership Interest concurrent with the Transaction.

7.2 Waiver/Survival

The conditions set forth in this Article 7 are for the exclusive benefit of the Purchaser and the Parent and may be waived by the Purchaser and the Parent in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver of all conditions of the Purchaser and Parent to Closing. Notwithstanding any such waiver, the completion of the Transaction will not prejudice or affect in any way the rights of the Purchaser and Parent in respect of the warranties and representations of and Holdco in this Agreement, and the representations and warranties of in this Agreement will survive the Closing and issuance of the Parent Shares for the applicable period set out in Section 4.5.

7.3 Covenant of the Sellers and Holdco

The Sellers and Holdco covenant to deliver all of the Closing documentation set out in Section 7.1.

ARTICLE 8
CONDITIONS PRECEDENT

8.1 Sellers’s Conditions

The obligation of the Sellers to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing, of the condition’s precedent set forth below:

(a)

the representations and warranties of the Purchaser and Parent set forth in this Agreement will be true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of Closing;

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	(b)	the Purchaser and Parent will have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder;

	(c)	this Agreement and the Transaction Documents, all in form and substance satisfactory to the Sellers, will have been executed by the Purchaser and Parent and delivered to the Sellers;

	(d)	no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

	(e)	no Material Adverse Effect will have occurred with respect to the Parent or its business;

	(f)	all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in ’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the Transaction, will have been obtained to Seller’s satisfaction or in accordance with the relevant Contracts or Legal Requirements;

	(g)	the Sellers will have received from the following from the Purchaser:

	(i)	The Parent Shares;

	(ii)	certified copies of resolutions of the Parent Board as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

	(iii)	a certificate signed by an officer of the Purchaser and Parent confirming the existence, organization and good standing of the Purchaser and Parent on the Closing Date; and

	(iv)	a certificate executed by an officer of the Purchaser and Parent certifying that: (A) the representations and warranties of the Purchaser and Parent set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Purchaser and Parent has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser and Parent for completion of the Transaction have been satisfied or waived.

8.2 Waiver/Survival

The conditions set forth in this Article 8 are for the exclusive benefit of and may be waived by in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver of all conditions of to Closing. Notwithstanding any such waiver, completion of the Transaction by will not prejudice or affect in any way the rights of in respect of the warranties and representations of the Purchaser and Parent set forth in this Agreement, and the representations and warranties of the Purchaser and Parent in this Agreement will survive the Closing and issuance of the Parent Shares for the applicable period set out in Section 5.20.

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ARTICLE 9
CONDUCT PRIOR TO CLOSING

9.1 Conduct of Purchaser and Parent

Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, each of Holdco and Purchaser and Parent will do the following:

(a)	conduct their respective business and operate their respective assets in the ordinary and usual course, and in a continuous fashion, and will not, without the prior written consent of the other Parties:

	(i)	enter into any transaction which would constitute a breach of their respective representations, warranties or agreements contained herein,

	(ii)	create, incur, assume or guarantee any indebtedness;

	(iii)	subject any of their respective assets or properties to any Lien; or

	(iv)	declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of their common Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of those common shares or other equity securities;

	(b)	comply with all laws affecting the operation of their respective business or assets and pay all required Taxes;

	(c)	not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of, or render untrue, any of their respective representations, warranties, covenants or other obligations contained herein;

	(d)	use commercially reasonable efforts to preserve intact their business and assets, operations and affairs, substantially as currently conducted, and use commercially reasonable efforts to promote and preserve the goodwill of suppliers, customers and others having business relations with them; and

	(e)	take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the Transaction.

ARTICLE 10
COVENANTS

10.1 Required Approvals

(a)

As promptly as practicable after the Execution Date, each Party will make all filings required by Legal Requirements to be made by them in order to consummate the Transaction.

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10.2 Notification

	(a)	Between the Execution Date and the Closing, each of the Parties will promptly notify the others in writing if any such Party becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties set forth herein, or if such Party becomes aware of the occurrence of any fact or condition that would (except as expressly contemplated by this Agreement) reasonably be expected to cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each Party will promptly notify the others of the occurrence of any breach of any covenant set forth herein or of the occurrence of any event that may make the satisfaction of the conditions set forth herein impossible or unlikely.

	(b)	No Party may elect not to complete the transactions contemplated hereby, or exercise any termination right arising therefrom, unless forthwith, and in any event prior to the Closing, the Party intending to rely thereon has delivered a written notice to the other Parties specifying, in reasonable detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right.

10.3 Best Efforts

Between the Execution Date and the Closing Date, the Parties will use commercially reasonable efforts to cause the conditions contained in this Agreement to be satisfied.

10.4 Disclosure of Confidential Information

(a)	Until the Closing and, if this Agreement is terminated without consummation of the Transaction then after such termination, the Parties will maintain in confidence, will cause their respective Employees, agents, and advisors to maintain in confidence, and will not use to the detriment of another Party or divulge to any third parties, other than their respective legal and financial advisors, auditors, representatives and any other Governmental Body having jurisdiction, any confidential written, oral, or other information obtained during the course of the investigations in connection with this Agreement or the Transaction, unless:

	(i)	such information is already known to such Party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such Party;

	(ii)	the use of such information is necessary pursuant to the rules of any stock exchange or in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or

	(iii)	the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.

10.5 Public Notices

Each Party agrees that it will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction without the prior written consent of the other Parties, except as may be required upon written advice of counsel to comply with Applicable Laws or regulatory requirements after consulting with the other Parties and seeking their reasonable consent to such announcement.

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ARTICLE 11
TERMINATION

11.1 Termination

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

	(a)	mutual agreement of the Parties;

	(b)	the Purchaser and Parent, if there has been a material breach by or Holdco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of either of them that is not cured, to the reasonable satisfaction of the Purchaser and Parent, within ten (10) Business Days after notice of such breach is given by the Purchaser and Parent (except that no cure period will be provided for a breach by or Holdco that, by its nature, cannot be cured);

	(c)	Holdco or , if there has been a material breach by the Purchaser and Parent of any material representation, warranty, covenant or agreement set forth in this Agreement that is not cured, to the reasonable satisfaction of and Holdco within ten (10) Business Days after notice of such breach is given by any of them to the Purchaser and Parent (except that no cure period will be provided for a breach by the Purchaser and Parent that by its nature cannot be cured); and

	(d)	any of the Parties if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Transaction has become final and non-appealable

ARTICLE 12
INDEMNITIES

12.1 Agreement of the Purchaser and Parent to Indemnify

Purchaser and Parent will indemnify, defend, and hold harmless, to the full extent of the law, the Sellers and Holdco from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by them by reason of, resulting from, based upon or arising out of:

	(a)	the material breach by Purchaser and Parent of any representation or warranty of Purchaser and Parent contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by Purchaser and Parent of any covenant or agreement of the Purchaser and Parent made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

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12.2 Agreement of to Indemnify

The Sellers will indemnify, defend, and hold harmless, to the full extent of the law, the Purchaser and Parent from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser and Parent by reason of, resulting from, based upon or arising out of:

	(a)	the material breach by the Sellers or Holdco of any representation or warranty of contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by or of any covenant or agreement of made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

12.3 Third Party Claims

	(a)	If any third party notifies a Party entitled to indemnification under Section 12.1 or 12.2 (each an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to an indemnity claim against a party required to indemnify such Indemnified Party under Section 12.1 or 12.2 (each an “Indemnifying Party”), then the Indemnified Party will promptly give written notice to Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 12, except to the extent such delay actually and materially prejudices the Indemnifying Party.

	(b)	The Indemnifying Party will be entitled to participate in the defense of any Third-Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 12.3(a). In addition, the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) if the Indemnifying Party is a party to the Third-Party Claim or, in the reasonable opinion of the indemnified Party some other actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party determines in good faith that joint representation would not be inappropriate, (iv) the Third-Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (v) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, however, that the Indemnifying Party will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third-Party Claim.

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	(c)	The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement: (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all Liabilities arising or relating to, or in connection with, the Third-Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

	(d)	If the Indemnifying Party does not deliver the notice contemplated by Section 12.3(b)(i), or the evidence contemplated by Section 12.3(b)(ii), within fifteen days after the Indemnified Party has given notice of the Third-Party Claim, or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third-Party Claim pursuant to this Section 12.3(d), the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Article 12.

12.4 Exclusive Remedy

After the Closing, this Article 12 will be the sole and exclusive remedy for any inaccuracy of any representation and warranty, or breach of any covenant obligation, made in connection with this Agreement.

ARTICLE 13
GENERAL

13.1 Expenses

All costs and expenses incurred in connection with the preparation of this Agreement and the Transaction will be paid by the Party incurring such expenses.

13.2 Indemnifications Not Affected by Investigation

The right to indemnification, payment of damages or other remedy based on the representations, warranties, covenants, and obligations contained herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

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13.3 Assignment

No Party to this Agreement may assign any of its respective rights under this Agreement without the prior consent of all of the other Parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, successors and permitted assigns of each of the Parties, as applicable. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns, as applicable.

13.4 Notices

Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by email or other means of electronic communication capable of producing a printed copy, or sending by overnight courier, the notice to the following address or number:

(a)

If to the Purchaser and Parent:

First Colombia Development Corp. (at its address set forth on page 1 hereof)

Attention: Christopher A. Hansen

Email: C.Hansen@firstcolombia.com

With a copy to:

J.P. Galda & Co.
40 East Montgomery Ave., LTW 220
Ardmore, PA 19003

Attention: J.P. Galda
Email: jpgalda@jpgaldaco.com

(b)

If to Sellers or Holdco:

in care of Critical Mass Industries LLC.
845 Navajo Street
Denver, Colorado 80204

Attention: John Knapp
Email: Johnknapp@goodmeds.com

(or to such other address or number as any Party may specify by notice in writing to another Party).

Any notice delivered or sent by email or other means of electronic communication capable of producing a printed copy on a Business Day will be deemed conclusively to have been effectively given on the day the notice was sent or, if such day is not a Business Day, on the next following Business Day.

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Any notice sent by overnight courier will be deemed conclusively to have been effectively given on the second Business Day after it is deposited with the courier service.

13.5 Governing Law; Venue

This Agreement, the legal relations between the Parties and the adjudication and the enforcement thereof, will be governed by and interpreted and construed in accordance with the substantive laws of the State of Colorado without regard to applicable choice of law provisions thereof. The Parties agree that any action, suit or proceeding arising out of or relating to this Agreement or the Transaction will be brought in a suitable court located in the State of Colorado and each Party irrevocably submits to the exclusive jurisdiction of those courts.

13.6 Severability

If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be severed from and will not affect any other covenant or other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement. All other covenants and provisions of this Agreement will, nevertheless, remain in full force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.

13.7 Entire Agreement

This Agreement, the schedules attached hereto and the other documents in connection with this Transaction contain the entire agreement among the Parties with respect to the subject matter hereof, and expressly supersede and terminate all prior offers, arrangements and understandings, both written and oral, expressed or implied, with respect thereto, including the Letter of Intent dated May 10, 2019, with respect to the subject matter of this Agreement.

13.8 Further Assurances

The Parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

13.9 Enurement

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

13.10 Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

13.11 Schedules and Disclosure Statements

The schedules attached are incorporated herein by this reference.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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13.12 Counterparts

This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument and delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Execution Date.

IN WITNESS WHEREOF each of the Parties has duly executed this Agreement as of the Execution Date.

FIRST COLOMBIA DEVELOPMENT CORP.

Per: ___________________________________
Authorized Signatory

GOOD HOLDCO, LLC.

Per: ___________________________________
Authorized Signatory

THE SELLERS:

Name (Pct. Ownership)
Knapp, John (62.5%)
Grafuis, Adam (12.3%)
Grafuis, Nick (12.3%)
Knapp, Adam (5.2%)
Bahr, Mary (4.9%)
Keegan, Coates (2.8%)

Per: ___________________________________
John Knapp, Attorney-In-Fact

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made effective as of the 6^th day of August, 2019 (the “Execution Date”).

AMONG:

FIRST COLOMBIA DEVELOPMENT CORP., a company incorporated under the laws of the State of Nevada, having an address at 3020 Bridgeway, Suite 505, Sausalito, California 94965

(the “Parent”)

AND:

GOOD ACQUISITION CO., a corporation organized under the laws of the State of Colorado and a wholly-owned subsidiary of the Parent, having an address at 3020 Bridgeway, Suite 505, Sausalito, California 94965

(the “Purchaser”)

AND:

CRITICAL MASS INDUSTRIES, LLC., a limited liability company organized under the laws of the State of Colorado and having an address at 845 Navajo Street, Denver, Colorado 80204 U.S.A.

(“CMI”)

AND:

IPCO, LLC, a limited liability company organized under the laws of Colorado and having an address at 845 Navajo Street, Denver, CO 80204 U.S.A.

(“IPCo”)

WHEREAS:

A.	CMI owns all of the membership interests of IPCo;

B.	The Purchaser wishes to acquire all of the IPCo Membership Interests from CMI.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Purchaser, IPCo and CMI (each, a “Party” and, together, the “Parties”) covenant and agree as follows:

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ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement the following words and phrases will have the following meanings:

“Applicable Law” means, with respect to any Person, any domestic (whether federal, state, territorial, provincial, municipal or local) or foreign statute, law, ordinance, rule, administrative interpretation, regulation, Order, writ, injunction, directive, judgment, decree or other requirement, all as in effect as of the Closing, of any Governmental Body applicable to such Person or any of its Affiliates or any of their respective properties, assets, Employees, consultants or agents (in connection with such Employee’s, consultant’s or agent’s activities on behalf of such Person or any of its Affiliates), including Applicable Securities Laws;

“Asset Purchase Agreement” means the Plan of Partial Liquidation and Redemption Agreement dated August 5, 2019, pursuant to which CMI has transferred to IPCo the IPCo Assets;

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of Denver, Colorado are authorized or required by law to close;

“Cash Consideration” means the sum of $1,999,770;

“Closing” has the meaning set forth in Section 6.1;

“Closing Date” has the meaning set forth in Section 6.1;

“Contract” means any oral or written agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment or undertaking;

“Effective Time” means the close of business on July 15, 2019;

“Employee” means any current, former, or retired employee, officer or director of a Person;

“Employee Contract” refers to any employment, severance, consulting or similar Contract between an Employee and any Person;

“Execution Date” has the meaning set forth on page 1 of this Agreement;

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“Governmental Body” means any:

	(a)	governing body of any nation, state, county, city, town, village, district or other jurisdiction of any nature,

	(b)	federal, state, provincial, local, municipal, foreign or other government,

	(c)	governmental or quasi-governmental authority of any nature (including any Governmental Body, branch, department, official or entity and any court or other tribunal),

	(d)	multi-national organization or body, or

	(e)	body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Indemnified Party” has the meaning set forth in Section 12.3(a);

“Indemnifying Party” has the meaning set forth in Section 12.3(a);

“IPCo” means Good IPCo, LLC., a Colorado limited liability company;

“IPCo Assets” means the assets set forth on Schedule A and the intellectual property within the IPCo Assets including but not limited to: (i) all patents, trade names, copyrights, design rights, trade secrets, trademarks, word marks, service marks, design marks, certification marks, know-how, unique and innovative uses of an existing invention and marks or other designations of origin, whether or not protected by patent, copyright, trademark, trade secrets or similar law, and all other intellectual property rights and marks owned, held, controlled or otherwise utilized with permission by IPCo pertaining to the IPCo Assets, regardless of whether such marks are registered with any state or federal agency; (ii) all intellectual property and rights pertaining to brands, logos, websites, domain names and the right to use social media handles; (iii) customer lists, customer files and records, supplier and vendor lists, business systems and know how, proprietary technology, marketing programs, promotional and advertising materials, pricing information and computer software, and all business books and records relating to the intellectual property; (iv) goodwill; and (v) any and all other assets or rights of any kind or nature relating to the intellectual property.

“IPCo Membership Interests” means all of the outstanding membership interests of IPCo;

“Legal Requirement” means any Order, constitution, law, ordinance, principle of common law, regulation, statute or treaty of any Governmental Body;

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“License Agreement” means the license agreement dated August 5, 2019, between IPCo, as licensor, and CMI, as licensee, pursuant to which CMI has been licensed to use certain intellectual property of IPCo in exchange for a license fee, all as more particularly set forth in the License Agreement;

“Material Adverse Effect”, when used in connection with a Person, means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), Liabilities, capitalization, ownership, financial condition or results of operations of such Person and any Affiliates thereof, other than any change, event, circumstance or effect to the extent resulting from: (a) the announcement of the execution of this Agreement and the Transaction, or (b) changes in legal or regulatory conditions generally affecting the Person, except that any such change, effect, event or occurrence will be considered in determining whether there has been, or will be, a Material Adverse Effect if the same disproportionately affects the Person;

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator;

“Organizational Documents” means:

	(a)	the certificate of incorporation, articles, bylaws or other constating documents of a Person,

	(b)	any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person, and

	(c)	any amendment to any of the foregoing;

“Parent” means First Colombia Development Corp., a Nevada corporation;

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“Premises” means those premises that have been occupied or used, or are occupied or used, by any of the Parties in the operation of their respective properties or business;

“Purchaser” means Good Acquisition Co., a Colorado corporation, and wholly-owned subsidiary of Parent;

“Purchaser Board” means the board of directors of Purchaser;

“Related Party” means, with respect to a particular individual:

	(a)	each other member of such individual’s Family,

	(b)	any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family,

	(c)	any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest, or

	(d)	any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity), and

with respect to a specified Person other than an individual:

	(e)	any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person,

	(f)	any Person that holds a Material Interest in such specified Person,

	(g)	each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity),

	(h)	any Person in which such specified Person holds a Material Interest,

	(i)	any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity), and

	(j)	any Related Person of any individual described in clause (f) or (g);

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“Royalty Agreement” means the agreement between CMI and IPCo dated August 6, 2019, pursuant to which IPCo has agreed to pay to CMI the royalty described in the Royalty Agreement pursuant to its terms;

“Third-Party Claim” has the meaning set forth in Section 12.3(a);

“Transaction” means, collectively: (a) the purchase and sale of the IPCo Membership Interests, and (b) all other transactions contemplated by this Agreement or any of these transactions, as the context may require; and

“Transaction Documents” means this Agreement and any other documents necessary or reasonably required to consummate the Transaction.

1.2 Schedules

The following are the schedules to this Agreement:

Schedule A — IPCo Assets

1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

	(a)	all references in this Agreement to a designated article, section or schedule is to the designated article, section or schedule of or to this Agreement, unless otherwise specifically stated;

	(b)	the words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or schedule;

	(c)	the singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and any Person;

	(d)	the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);

	(e)	all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with IFRS applied on a consistent basis with prior periods;

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	(f)	except as otherwise provided, any reference to a statute includes, and is a reference to, such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;

	(g)	where the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;

	(h)	the headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

	(i)	any reference to a corporate entity includes, and is also a reference to, any corporate entity that is a successor to such entity;

	(j)	the Parties acknowledge that this Agreement is the product of arm’s length negotiation among the Parties, each having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any Party, irrespective of which Party was responsible for drafting this Agreement;

	(k)	the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing for the applicable period set out in this Agreement; and

	(l)	unless otherwise specifically noted, all references to currency in this Agreement are to United States’ dollars ($). If it is necessary to convert money from another currency to United States’ dollars, such money will be converted using the exchange rates in effect at the date of payment as published by the Bank of Canada.

ARTICLE 2
PURCHASE AND SALE

2.1 Purchase and Sale of IPCo

On the Closing Date, CMI will sell, transfer, convey and assign all of the IPCo Membership Interests to the Purchaser, and the Purchaser will purchase the IPCo Membership Interests from CMI in exchange for the Cash Consideration.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF IPCO

IPCo makes the following representations to the Purchaser, as at the Execution Date and as at the Closing, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement:

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3.1 Organization and Good Standing

	(a)	IPCo is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado.

	(b)	IPCo has full power, authority and capacity to conduct its business as it has been and is presently conducted, to own, operate or use the IPCo Assets and to perform all of its obligations under the License Agreement, the Asset Purchase Agreement and the Royalty Agreement. IPCo is duly qualified to do business as a limited liability company and is in good standing under the laws of each state or other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on it or the IPCo Assets.

3.2 Capitalization

At the Execution Date, CMI owns all of the IPCo Membership Interests. None of the IPCo Membership Interests were issued in violation of any Applicable Securities Laws or any other Legal Requirement. There are no Contracts purporting to restrict the transfer of any of the IPCo Membership Interests or restricting or affecting the voting of any of the IPCo Membership Interests to which IPCo or CMI is a party, or of which IPCo is aware, after inquiry. The IPCo Membership Interests are not subject to any rights of first refusal of any kind. To the knowledge of IPCo, there is no ongoing power of attorney in respect of any of the IPCo Membership Interests, and such IPCo Membership Interests have not been entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to such securities that is known to IPCo. There is no outstanding indebtedness owed from CMI to IPCo other than license fees due in the ordinary course pursuant to the License Agreement.

3.3 Absence of Rights to Acquire Securities

	(a)	to require IPCo to issue any further or other membership interest or any other security convertible or exchangeable into a membership interest; or

	(b)	to require IPCo to purchase, redeem or otherwise acquire any of the IPCo Membership Interests.

3.4 Authority

IPCo has all requisite power and authority to execute and deliver the Transaction Documents to be signed by it and to perform its obligations thereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by IPCo and the consummation of the Transaction have been duly authorized by the managing member of IPCo. No other proceedings on the part of IPCo is necessary to authorize such documents or to consummate the Transaction. This Agreement has been, and the other Transaction Documents when executed and delivered by IPCo as contemplated by this Agreement will be, duly executed and delivered by IPCo and this Agreement is, and the other Transaction Documents when executed and delivered by IPCo as contemplated hereby will be, valid and binding obligations of IPCo enforceable against it in accordance with their respective terms.

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3.5 No Conflict

Neither the execution and delivery of this Agreement nor the consummation or performance of the Transaction will, directly or indirectly (with or without notice or lapse of time or both):

	(a)	contravene, conflict with or result in a violation of any provision of the Organizational Documents of IPCo;

	(b)	contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which IPCo or any of its assets may be subject;

	(c)	contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by IPCo or that otherwise relates to IPCo or any of the IPCo Assets;

	(d)	violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify, amend, replace, suspend or call any or all obligations, duties, liabilities, rights or entitlements under any IPCo Permit, agreement, Material Contract, note, bond, mortgage, indenture, deed of trust, lease, license, permit, concession, easement or other instrument to which IPCo is a party or by which its property is bound;

	(e)	cause IPCo to become subject to, or to become liable for the payment of, any Tax;

	(f)	cause any of the IPCo Assets owned or used by IPCo to be reassessed or revalued by any taxing authority or other Governmental Body;

	(g)	contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;

	(h)	result in the imposition or creation of any Liens upon or with respect to any of the IPCo Assets; or

	(i)	require IPCo to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the Transaction.

3.6 Subsidiaries

IPCo has no subsidiaries or any material interest in any other Person.

3.7 Books and Records

At the Closing, all of the books and records of IPCo will be delivered to the Purchaser.

3.8 Title to Property

IPCo’s only asses are the IPCo Assets, to which it has good and marketable title.

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3.9 Contracts

IPCo has provided the Purchaser with a copy of the License Agreement and the Royalty Agreement. IPCo is not party to or bound by any Contract other than the License Agreement, the Asset Purchase Agreement and the Royalty Agreement, whether oral or written, and the License Agreement, the Asset Purchase Agreement and the Royalty Agreement are all valid and subsisting, in full force and effect and unamended, no material default or violation exists in respect thereof on the part of IPCo or, to the knowledge of IPCo, on the part of CMI. IPCo is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter the License Agreement, the Asset Purchase Agreement or the Royalty Agreement or any event that, with notice or the lapse of time, or both, would reasonably be expected to create a material breach or violation thereof, or default thereunder. To the best knowledge of IPCo, the continuation, validity and effectiveness of the License Agreement, the Asset Purchase Agreement and the Royalty Agreement will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to the License Agreement, the Asset Purchase Agreement or the Royalty Agreement.

3.10 Tax Matters

IPCo has not incurred, collected or withheld any Taxes, nor has it filed, caused to be filed or been required to file any Tax Returns.

3.11 No Agents

No broker, agent or other intermediary has been engaged by IPCo in connection with the Transaction and, consequently, no commission is payable or due to a third party from any of them.

3.12 Employment Matters

IPCo does not now have, nor has it ever had, any Employees, Employee Contracts or Employee Plans.

3.13 Consents

No authorization, approval, order, license, permit or consent of any Governmental Body or any other Person, and no registration, declaration or filing by IPCo with any such Governmental Body or other Person, is required in order for IPCo to:

	(a)	consummate the Transaction;

	(b)	execute and deliver all of the documents and instruments to be delivered by it under this Agreement;

	(c)	duly perform and observe the terms and provisions of this Agreement; or

	(d)	render this Agreement legal, valid, binding and enforceable.

3.14 Compliance with Legal Requirements

(a)

IPCo is, and at all times has been, in full compliance with all requirements of each Governmental Body required for the operation of its respective business and assets.

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	(b)	No event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result, directly or indirectly, in a violation of, or a failure to comply with, any requirement of any Governmental Body required for the operation of IPCo’s business or assets, or may result directly or indirectly, in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any authorization of any Governmental Body required for the operation of that business or those assets.

	(c)	IPCo has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any requirement of any Governmental Body, or any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification of any authorization of any Governmental Body.

	(d)	All applications required to have been filed for the renewal of any authorizations required from any Governmental Body for the operation of the IPCo business or its assets have been duly filed on a timely basis with each applicable Governmental Body, and all other filings required to have been made with respect to such authorizations have been duly made on a timely basis with each applicable Governmental Body.

3.15 Legal Proceedings

(a)	There is no pending Proceeding:

	(i)	that has been commenced by or against IPCo or that otherwise relates to or may affect it any of its assets; or

	(ii)	that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transaction.

	(b)	To the knowledge of IPCo, no Proceeding has been threatened, and no event has occurred or circumstance exists, that may give rise to or serve as a basis for the commencement of any such Proceeding.

	(c)	There is no Order to which IPCo or any of the assets owned or used by it is subject.

	(d)	No agent of IPCo is subject to any Order that prohibits such agent from engaging in or continuing any conduct, activity, or practice relating to the business or assets of IPCo.

3.16 Indebtedness to IPCo

Neither CMI nor any Related Party to CMI is indebted to IPCo on any account whatsoever other than the obligation to pay license fees to IPCo in the ordinary course pursuant to the License Agreement.

3.17 Certain Payments

None of IPCo or, to its knowledge, any agent thereof, nor any other Person associated with or acting for or on behalf of any of them, has, directly or indirectly:

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(a)	made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services:

	(i)	to obtain favorable treatment in securing business,

	(ii)	to pay for favorable treatment for business secured,

	(iii)	to obtain special concessions, or for special concessions already obtained, for or in respect of Purchaser or any Related Party of any of them, or

	(iv)	in violation of any Legal Requirement; or

(b)

established or maintained any fund or asset that has not been recorded in the books and records of IPCo.

3.18 Undisclosed Information

	(a)	IPCo does not have any information relating to itself which is not generally known or which has not been disclosed to the Purchaser and which could reasonably be expected to have a Material Adverse Effect on IPCo or the IPCo Assets.

	(b)	No representation or warranty of IPCo in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

3.19 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of IPCo pursuant hereto, or in connection with the Transaction, shall be deemed to be representations and warranties of IPCo hereunder.

3.20 Survival

The representations and warranties of IPCo hereunder will not survive the Closing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF CMI

CMI makes the following representations to the Purchaser as at the Execution Date and as at the Closing, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, as follows:

4.1 Ownership of IPCo Membership Interests

CMI is the sole legal and beneficial owner of, and has good, valid and marketable title to, all of the IPCo Membership Interests. The IPCo Membership Interests are not subject to any Liens or to any rights of first refusal of any kind, and CMI has not granted any right to purchase any of them to any other Person. CMI expressly agrees that the Acquisition Shares and the Cash Consideration are the only consideration that CMI is entitled to receive in respect of the sale of the IPCo Membership Interests. There is no ongoing power of attorney in respect of the IPCo Membership Interests, and such securities have not been entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to such securities. There is no outstanding indebtedness owed from IPCo to CMI.

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4.2 Absence of Claims by CMI

CMI does not have any claim against IPCo whether contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law, other than the obligation to pay license fees in the ordinary course pursuant to the License Agreement and the right to receive a royalty from IPCo pursuant to the Royalty Agreement.

4.3 Litigation

There is no action, suit, claim or proceeding of any nature pending, or to the knowledge of CMI, threatened, against CMI, arising out of or relating to (i) CMI’s ownership of the IPCo Membership Interests, (ii) CMI’s capacity to enter into and perform its obligations under this Agreement, (iii) the Transaction, (iv) any contribution of assets (tangible and intangible) by CMI (or any of its Affiliates) to IPCo or any of its Affiliates or (v) any other agreement between CMI (or any of its Affiliates) and IPCo or any of its subsidiaries (or any of their Affiliates), nor to the knowledge of CMI is there any reasonable basis therefor. There is no investigation or other proceeding pending or, to the knowledge of CMI, threatened, against CMI arising out of or relating to the matters noted in clauses (i) through (v) of the preceding sentence by or before any Governmental Entity, nor to the knowledge of CMI is there any reasonable basis therefor. There is no action, suit, claim or proceeding pending or, to the knowledge of CMI, threatened, against CMI with respect to which CMI has a contractual right or a right to indemnification from IPCo related to facts and circumstances existing prior to the Closing, nor, to the knowledge of CMI, are there any facts or circumstances that would reasonably be expected to give rise to such an action, suit, claim or proceeding.

4.4 Survival

The representations and warranties of CMI hereunder will survive the Closing for a period of eighteen (18) months after Closing.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser makes the following representations to CMI as at the Execution Date and as at the Closing, and the Purchaser acknowledges that CMI is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, as follows:

5.1 Organization and Good Standing of the Purchaser

The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power, authority and capacity to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under any applicable contracts. The Purchaser is duly qualified to do business as a corporation and is in good standing under the laws of each province or other jurisdiction in which the failure to be so registered would be likely to result in a Material Adverse Effect on the Purchaser.

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5.2 Authority

The Purchaser has all requisite corporate power and authority to execute and deliver the Transaction Documents to be signed by the Purchaser, to perform its obligations hereunder and to consummate the Transaction. The execution and delivery of each of the Transaction Documents by the Purchaser and the consummation of the Transaction have been duly authorized by the Purchaser Board. This Agreement has been, and the other Transaction Documents when executed and delivered by the Purchaser as contemplated by this Agreement will be, duly executed and delivered by the Purchaser, and this Agreement is, and the other Transaction Documents when executed and delivered by the Purchaser as contemplated hereby will be, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms.

5.3 Non-Contravention

None of the execution, delivery and performance of this Agreement nor the consummation of the Transaction will:

	(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, Order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or its material property or assets;

	(b)	violate any provision of the Organizational Documents of the Purchaser or any Applicable Laws; or

	(c)	violate any Order, writ, injunction, decree, statute, rule, or regulation of any court or Governmental Body applicable to the Purchaser or any of its material property or assets.

5.4 Compliance

	(a)	The Purchaser is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of, any Applicable Laws.

	(b)	The Purchaser is not subject to any judgment, Order or decree entered in any Proceeding applicable to its business and operations that would have a Material Adverse Effect on the Purchaser.

	(c)	The Purchaser has duly filed all reports and returns required to be filed by it with any applicable Governmental Body and has obtained all governmental permits and other governmental consents, except as may be required after the Execution Date. All of such permits and consents are in full force and effect, and no Proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or, to the best knowledge of the Purchaser, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction.

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5.5 Filings, Consents and Approvals

No filing or registration with, no notice to, and no permit, authorization, consent, or approval of any public or Governmental Body or any other Person is necessary for the consummation by the Purchaser of the Transaction, or to continue to conduct its business after the Closing in a manner which is consistent with that in which it is presently conducted.

5.6 No Agents

No broker, agent or other intermediary has been engaged by the Purchaser in connection with the Transaction, and consequently, no commission is payable or due to a third party from the Purchaser.

5.7 Undisclosed Information

	(a)	The Purchaser does not have any specific information relating to the Purchaser which is not generally known or which has not been disclosed to Purchaser and which could reasonably be expected to have a Material Adverse Effect on the Purchaser.

	(b)	No representation or warranty of the Purchaser in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

5.8 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the Transaction will be deemed to be representations and warranties by the Purchaser hereunder.

5.9 Survival

The representations and warranties of the Purchaser hereunder will survive for a period of two (2) years from the Closing Date.

5.10 Reliance

The Purchaser acknowledges and agrees that CMI and IPCo have entered into this Agreement relying on the warranties and representations and other terms and conditions of the Purchaser contained in this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of CMI or IPCo, and that no information which is now known or should be known, or which may hereafter become known, by Purchaser or its respective professional advisers prior to the Closing, will limit or extinguish the right to indemnification hereunder.

ARTICLE 6
CLOSING

6.1 Closing

Unless this Agreement is earlier terminated in accordance with its terms, the Transaction will be consummated as soon as practicable after all the conditions established in Article 7 and Article 8 of this Agreement have been satisfied or waived. The closing of the Transaction (the “Closing”) will be completed at 10:00 a.m. (Pacific Time) on August 6, 2019 (the “Closing Date”), at such location and time as is mutually agreed to by the Purchaser and CMI. Notwithstanding the location of the Closing, each Party agrees that the Closing may be completed by undertakings or the email exchange of documents between the respective legal counsel for the Purchaser and CMI, provided such undertakings and exchanges are satisfactory to each Party’s respective legal counsel.

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6.2 Purchaser Closing Documents

At the Closing, Purchaser will deliver, or cause to be delivered, to CMI the documents set forth in Section 7.1, and such other documents as CMI may reasonably require to effect the Transaction.

6.3 CMI Closing Documents

At the Closing, CMI will deliver, or cause to be delivered, to the Purchaser the documents set forth in Section Error! Reference source not found. and 8.1(g), and such other documents as the Purchaser may reasonably require to effect the Transaction.

ARTICLE 7
PURCHASER’S CONDITIONS PRECEDENT

7.1 Purchaser’s Conditions

The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing, the conditions precedent set forth below:

	(a)	the representations and warranties of CMI and IPCo set forth in this Agreement will be true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Closing;

	(b)	CMI and IPCo will have performed and complied with all of their respective material obligations, covenants and agreements required hereunder;

	(c)	this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, will have been executed by CMI and IPCo and delivered to the Purchaser;

	(d)	no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

	(e)	no claim will have been asserted or made that any Person (other than CMI) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the IPCo Membership Interests, or any other voting, equity, or ownership interest in IPCo or the IPCo Assets or is entitled to all or any portion of the Acquisition Shares or the Cash Consideration;

	(f)	no Material Adverse Effect will have occurred with respect to IPCo or any of the IPCo Assets;

	(g)	all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the Transaction will have been obtained to the Purchaser’s satisfaction or in accordance with the relevant Contracts or Legal Requirements;

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	(h)	CMI and IPCo will have taken all proper steps, actions and corporate proceedings necessary or desirable in order to complete the Transaction;

	(i)	the Purchaser will have received from CMI the following Transaction Documents:

	(i)	certified copies of such resolutions of the CMI Managing Member as are required to be adopted to authorize the execution, delivery and implementation of this Agreement;

	(ii)	a certificate signed by the Managing Member of CMI confirming the existence, organization and good standing of CMI and IPCo on the Closing Date and attaching their respective articles of incorporation and by-laws and other or equivalent organizational documents;

	(iii)	a certificate executed by the Managing Member of CMI certifying that: (A) the representations and warranties of CMI set forth in this Agreement are true and correct in all material respects as at the Closing, (B) CMI has performed and complied with all of the material obligations, covenants and agreements required of it hereunder, and (C) all conditions precedent of CMI for completion of the Transaction have been satisfied or waived;

	(iv)	a certificate executed by the Managing Member of IPCo certifying that: (A) the representations and warranties of IPCo set forth in this Agreement are true and correct in all material respects as at the Closing, (B) IPCo has performed and complied with all of the material obligations, covenants and agreements required of it hereunder, and (C) all conditions precedent of IPCo for completion of the Transaction have been satisfied or waived;

	(v)	the books and records of IPCo; and

	(vi)	an assignment of the IPCo Membership Interests in form and substance sufficient to transfer the IPCo Membership Interests to the Purchaser, duly executed by CMI.

7.2 Waiver/Survival

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, and the Closing will be deemed to mean a waiver of all conditions of the Purchaser to Closing. Notwithstanding any such waiver, the completion of the Transaction will not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of CMI and IPCo in this Agreement, and the representations and warranties of CMI in this Agreement will survive the Closing and issuance of the Acquisition Shares for the applicable period set out in Section 4.4.

7.3 Covenant of CMI and IPCo

Each of CMI and IPCo covenants to deliver all of the Closing documentation set out in Section 7.1.

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ARTICLE 8
CMI CONDITIONS PRECEDENT

8.1 CMI’s Conditions

The obligation of CMI to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing, of the conditions precedent set forth below:

(a)	the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of Closing;

(b)	the Purchaser will have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder;

(c)	this Agreement and the Transaction Documents, all in form and substance satisfactory to CMI, will have been executed by Purchaser and delivered to CMI;

(d)	no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

(e)	no Material Adverse Effect will have occurred with respect to the Purchaser or its business;

(f)	all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in CMI’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the Transaction, will have been obtained to CMI’s satisfaction or in accordance with the relevant Contracts or Legal Requirements;

(g)	CMI will have received from the following from Purchaser:

	(i)	the Cash Consideration;

	(ii)	certified copies of resolutions of the Purchaser Board as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

	(iii)	a certificate signed by an officer of the Purchaser confirming the existence, organization and good standing of the Purchaser on the Closing Date; and

	(iv)	a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the Transaction have been satisfied or waived.

8.2 Waiver/Survival

The conditions set forth in this Article 8 are for the exclusive benefit of CMI and may be waived by CMI in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver of all conditions of CMI to Closing. Notwithstanding any such waiver, completion of the Transaction by CMI will not prejudice or affect in any way the rights of CMI in respect of the warranties and representations of the Purchaser set forth in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing and issuance of the Acquisition Shares for the applicable period set out in Section 5.9.

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ARTICLE 9
CONDUCT PRIOR TO CLOSING

9.1 Conduct of Purchaser

Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, each of IPCo and Purchaser will do the following:

(a)	conduct their respective business and operate their respective assets in the ordinary and usual course, and in a continuous fashion, and will not, without the prior written consent of the other Parties:

	(i)	enter into any transaction which would constitute a breach of their respective representations, warranties or agreements contained herein,

	(ii)	create, incur, assume or guarantee any indebtedness;

	(iii)	subject any of their respective assets or properties to any Lien; or

	(iv)	declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of their common Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of those common shares or other equity securities;;

	(b)	comply with all laws affecting the operation of their respective business or assets and pay all required Taxes;

	(c)	not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of, or render untrue, any of their respective representations, warranties, covenants or other obligations contained herein;

	(d)	use commercially reasonable efforts to preserve intact their business and assets, operations and affairs, substantially as currently conducted, and use commercially reasonable efforts to promote and preserve the goodwill of suppliers, customers and others having business relations with them; and

	(e)	take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the Transaction.

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ARTICLE 10
COVENANTS

10.1 Required Approvals

As promptly as practicable after the Execution Date, each Party will make all filings required by Legal Requirements to be made by them in order to consummate the Transaction.

10.2 Notification

	(a)	Between the Execution Date and the Closing, each of the Parties will promptly notify the others in writing if any such Party becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties set forth herein, or if such Party becomes aware of the occurrence of any fact or condition that would (except as expressly contemplated by this Agreement) reasonably be expected to cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each Party will promptly notify the others of the occurrence of any breach of any covenant set forth herein or of the occurrence of any event that may make the satisfaction of the conditions set forth herein impossible or unlikely.

	(b)	No Party may elect not to complete the transactions contemplated hereby, or exercise any termination right arising therefrom, unless forthwith, and in any event prior to the Closing, the Party intending to rely thereon has delivered a written notice to the other Parties specifying, in reasonable detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right.

10.3 Best Efforts

Between the Execution Date and the Closing Date, the Parties will use commercially reasonable efforts to cause the conditions contained in this Agreement to be satisfied.

10.4 Disclosure of Confidential Information

(a)	Until the Closing and, if this Agreement is terminated without consummation of the Transaction then after such termination, the Parties will maintain in confidence, will cause their respective Employees, agents, and advisors to maintain in confidence, and will not use to the detriment of another Party or divulge to any third parties, other than their respective legal and financial advisors, auditors, representatives and any other Governmental Body having jurisdiction, any confidential written, oral, or other information obtained during the course of the investigations in connection with this Agreement or the Transaction, unless:

	(i)	such information is already known to such Party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such Party;

	(ii)	the use of such information is necessary pursuant to the rules of any stock exchange or in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or

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(iii)

the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.

10.5 Public Notices

ARTICLE 11
TERMINATION

11.1 Termination

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

	(a)	mutual agreement of the Parties;

	(b)	the Purchaser, if there has been a material breach by CMI or IPCo of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of any of them that is not cured, to the reasonable satisfaction of the Purchaser, within ten (10) Business Days after notice of such breach is given by the Purchaser (except that no cure period will be provided for a breach by CMI or IPCo that, by its nature, cannot be cured);

	(c)	CMI or IPCo, if there has been a material breach by the Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement that is not cured, to the reasonable satisfaction of CMI and IPCo, within ten (10) Business Days after notice of such breach is given by any of them to the Purchaser (except that no cure period will be provided for a breach by the Purchaser that by its nature cannot be cured); and

	(d)	any of the Parties if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Transaction has become final and non-appealable;

ARTICLE 12
INDEMNITIES

12.1 Agreement of the Purchaser to Indemnify

Purchaser will indemnify, defend, and hold harmless, to the full extent of the law, CMI and IPCo from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by them by reason of, resulting from, based upon or arising out of:

(a)

the material breach by Purchaser of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

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(b)

the material breach or partial breach by Purchaser of any covenant or agreement of the Purchaser made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

12.2 Agreement of CMI to Indemnify

CMI and IPCO, severally but not jointly, will indemnify, defend, and hold harmless, to the full extent of the law, the Purchaser from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of:

	(a)	the material breach by CMI or IPCo of any representation or warranty of CMI or IPCo contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or

	(b)	the material breach or partial breach by CMI or IPCo of any covenant or agreement of CMI or IPCo made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

12.3 Third Party Claims

	(a)	If any third party notifies a Party entitled to indemnification under Section 12.1 or 12.2 (each an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to an indemnity claim against a party required to indemnify such Indemnified Party under Section 12.1 or 12.2 (each an “Indemnifying Party”), then the Indemnified Party will promptly give written notice to Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 12, except to the extent such delay actually and materially prejudices the Indemnifying Party.

	(b)	The Indemnifying Party will be entitled to participate in the defense of any Third-Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 12.3(a). In addition, the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) if the Indemnifying Party is a party to the Third-Party Claim or, in the reasonable opinion of the indemnified Party some other actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party determines in good faith that joint representation would not be inappropriate, (iv) the Third-Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (v) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently.

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		The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, however, that the Indemnifying Party will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third-Party Claim.

	(c)	The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement: (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Party from all Liabilities arising or relating to, or in connection with, the Third-Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and has no effect on any other claims that may be made against the Indemnified Party.

	(d)	If the Indemnifying Party does not deliver the notice contemplated by Section 12.3(b)(i), or the evidence contemplated by Section 12.3(b)(ii), within fifteen days after the Indemnified Party has given notice of the Third-Party Claim, or otherwise at any time fails to conduct the defense of the Third-Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third-Party Claim pursuant to this Section 12.3(d), the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Article 12.

12.4 Exclusive Remedy

ARTICLE 13
GENERAL

13.1 Expenses

All costs and expenses incurred in connection with the preparation of this Agreement and the Transaction will be paid by the Party incurring such expenses.

13.2 Indemnifications Not Affected by Investigation

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13.3 Assignment

13.4 Notices

(a)

If to the Purchaser or Parent:

First Colombia Development Corp. (at its address set forth on page 1 hereof)

Attention: Christopher A. Hansen

Email: C.Hansen@firstcolombia.com

With a copy to:

J.P. Galda & Co.
40 East Montgomery Ave., LTW 220
Ardmore, PA 19003
Attention: J.P. Galda
Email: jpgalda@jpgaldaco.com

(b)

If to CMI or IPCo:

in care of Critical Mass Industries, LLC
845 Navajo Street
Denver, Colorado 80204

Attention: John Knapp
Email: Johnknapp@goodmeds.com

(or to such other address or number as any Party may specify by notice in writing to another Party).

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Any notice sent by overnight courier will be deemed conclusively to have been effectively given on the second Business Day after it is deposited with the courier service.

13.5 Governing Law; Venue

13.6 Severability

13.7 Entire Agreement

13.8 Further Assurances

13.9 Enurement

13.10 Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

13.11 Schedules and Disclosure Statements

The schedules attached are incorporated herein by this reference.

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13.12 Counterparts

IN WITNESS WHEREOF each of the Parties has duly executed this Agreement as of the Execution Date.

FIRST COLOMBIA DEVELOPMENT CORP.

Per: _____________________________________
Authorized Signatory

GOOD ACQUISITION CO.

Per: _____________________________________
Authorized Signatory

CRITICAL MASS INDUSTRIES, LLC.

Per: _____________________________________
Authorized Signatory

GOOD IPCO, LLC.

Per: _____________________________________
Authorized Signatory

SCHEDULE A

Standard Operating Procedures:

Security
Document Number: SOP-OPCL-001
Document Number: SOP-PASP-001

Harvest
Document Number: SOP-HLR-001
Document Number: SOP-HCP-001
Document Number: SOP-BPT-001

Intake
Document Number: SOP-IPP-001
Document Number: SOP-WPFS-001
Document Number: SOP-CMP-001
Document Number: SOP-HMB-001

Post Harvest Inventory
Document Number: SOP-SOC-001
Document Number: SOP-TFC-001
Document Number: SOP-CRP-001
Document Number: SOP-TRMA-001
Document Number: SOP-WM-001

Packaging
Document Number: SOP-WCP-001
Document Number: SOP-PCO-001
Document Number: SOP-PCO-001

Extraction
Document Number: SOP-LSH-001
Document Number: SOP-CEP-001
Document Number: SOP-WSS-001
Document Number: SOP-HPM-001
Document Number: SOP-EMCM-001
Document Number: SOP-PRS-001
Document Number: SOP-PRP-001

Cultivation
Document Number: SOP-FUM-001
Document Number: SOP-LTBS-001

I-2

Document Number: SOP-PSTA-001
Document Number: SOP-TRTR-001
Document Number: SOP-TRTR-001
Document Number: SOP-FMX-001
Document Number: SOP-FSP-001
Document Number: SOP-TLP-001
Document Number: SOP-TOP-001
Document Number: SOP-RCT-001
Document Number: SOP-PVP-001
Document Number: SOP-FRR-001
Document Number: SOP-PRU-001

13.1 Dispensary Standard Operating Procedures/Know How:

Budtender Knowledge Test

Budtender Knowledge Test Answer Key

Budtender Strain test

Study Price Sheet Non / New Members

Study Price Sheet Legacy Members

Trainer Back of House Checklist

Trainer Front of House Checklist

Petty Cash/Change Ordering SOP

Budtender Daily Task List

Budtender Weekly Task Sheet

2018 SOP signed Affidavit

Discounts-Managers

Instruction for Compliant Transfer for 3rd Party Vendors

New Customer Script

Inventory Management- Budtenders

Scanning ID’s- Front Desk

Wholesale transfer

2018 Cash Handling-Budtenders

Vetting New Vendors-Managers

Inventory Management-Managers

I-3

Checkin Patients in -Front Desk

Budtender time-off request form

Manager Time off request form

Surveillance Room Access and Monitoring Protocol

Employee Conduct Policy

Biotrack down procedure

Admin Flower Template

Daily Inventory Sheet Template

Managers Log Template

Managers weekly Duties Log

13.2 Brand Names/Logos:

I-4

13.3 Domain Names:

www.goodmeds.com
www.bosmlabs.com

13.4 Social Media Handles:

Instagram:	goodmedsornomeds, goodmedsgrow and bosm_labs

Facebook:	Good Meds Network Lakewood

13.5 Vendor List

Vendor	Products	Contact
Sunlight Supply	We source the majority of our nutrients, pesticides, growing mediums and general grow supplies from them.	https://www.hawthornegc.com/
Cultivate	Grow supplies that Sunlight Supply does not carry or if we need to get something when we are in a pinch between Sunlight Supply orders.	303-954-9919
Way to Grow	Have not purchased anything from them in a while, they are similar to Cultivate for products in a pinch. We do not have an account with them so we pay up front for anything we need.	720-310-1984
Simplot	Similar to way to grow, rarely used and no account.	720-941-0646
Cintas	We get our Workers Protection supplies from them. Tyvek suits, first aid, gloves and some cleaning supplies.	Tess Pifer 605-480-1794
Aramark	Our employee uniforms come from them.	1-800-272-6275
Staples	Office supplies are sourced from here most of the time.	https://www.staplesadvantage.com/web app/wcs/stores/servlet/salogon?storeId= 10101&view=CookieErrorView
Amazon	Any supplies we cannot get from Staples or our other sources both for office and grow.	https://www.amazon.com/?tag=amazusn avi- 20&hvadid=261614673304&hvpos=1t1 &hvnetw=g&hvrand=15483275082168 530000&hvpone=&hvptwo=&hvqmt=e

I-5

Vendor	Products	Contact
		&hvdev=c&hvdvcmdl=&hvlocint=&hvl ocphy=9028770&hvtargid=kwd- 13273016&ref=nav_signin&
Cleanroom World	Source for safety supplies that when Cintas is out of stock, nothing ordered yet. 4XL Tyveck Suits	Bob Pintur 303-752-0076
Gro\|Quip	Cultivation supplies and Equipment	Chris Lee 312-448-3885

INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is entered into effective as of the 5^th day of August, 2019 (the "Effective Date") between Critical Mass Industries LLC, a Colorado limited liability company (“Licensee”), and Good IPCO, a Colorado limited liability (“Licensor”), sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”

WHEREAS, Licensor is the rightful license owner of certain intellectual property and rights pertaining to the BOSM Labs and Good Meds brands, company know-how and other products (as more fully defined below, the “IP”); and

WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to obtain from Licensor, a revocable, non-transferable, non-exclusive, limited license to use the IP within the state of Colorado, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings cited herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 “IP” means (i) all patents, trade names, copyrights, design rights, trade secrets, trademarks, word marks, service marks, design marks, certification marks, know-how, unique and innovative uses of an existing invention and marks or other designations of origin, whether or not protected by patent, copyright, trademark, trade secrets or similar law, and all other intellectual property rights and marks owned, held, controlled or otherwise utilized with permission by Licensor pertaining to the BOSM Labs and Good Meds brands, the BOSM Labs and Good Meds internet addresses, company standard operating procedures, company enterprise resource planning system and company intranet exclusively within the Licensed Territory, regardless of whether such marks are registered with any state or federal agency, (ii) all intellectual property and rights pertaining to the BOSM Labs and Good Meds brands exclusively within the Licensed Territory with respect to names, branding, logos and websites, and (iii) all other intellectual property, proprietary, and attendant rights associated therewith.

1.2 “Licensed Territory” means the entire State of Colorado.

ARTICLE II
GRANT OF LICENSE; TERMS OF USE; EARLY TERMINATION

2.1. Grant. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a revocable, non-transferable, non-exclusive, limited license to use the IP in connection with Licensee’s business activities exclusively within the Licensed Territory (hereinafter, the “License”). The parties agree that all or part of the IP may be licensed to one or more additional persons or entities by Licensor without any notice to or permission of Licensee, and that Licensee shall have no recourse in any such event.

2.2 Terms of Use. Licensee is permitted to use the IP only in connection with its business operations exclusively within the Licensed Territory. The License shall be immediately revoked if Licensee utilizes or attempts to utilize any of the IP in connection with any business dealings outside the scope of this Agreement or outside the Licensed Territory. The License commences on the Effective Date, and expires five (5) years thereafter unless (i) this Agreement is terminated earlier in accordance with Section 2.4 or 10.2 or (ii) the Parties sign a separate written agreement to extend the duration of the License. In the event of the termination or expiration of this Agreement, all rights granted hereunder to Licensee shall terminate. Licensee shall strictly comply with all standards of use for the IP established by the Licensor and shall at all times display appropriate trademark and copyright notices as instructed by Licensor. If requested by Licensor, product packaging, media advertising, printed materials and electronic documents in which the IP is used shall be submitted to Licensor for approval before use and may not be distributed or used in any manner without the prior written approval of Licensor. During the term of this Agreement and thereafter, Licensee shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of any of the IP or the goodwill associated therewith, or that will tend to prejudice the reputation of the Licensor or the sale of any products incorporating, or produced using, the IP. Licensee agrees to assist and cooperate with Licensor in protecting, defending and registering the IP. Licensee will immediately notify Licensor in writing of any infringement of or challenges to the IP which come to Licensee's attention.

2.3. Ownership of IP. Nothing contained herein shall be construed as an assignment or grant to Licensee of any title or ownership interest in or to the IP, and the Parties agree that the IP is the sole and exclusive property of the Licensor. Licensee shall not acquire any right, title or interest in any of the IP and Licensee hereby irrevocably assigns and transfers to Licensor any right, title and interest that it may acquire in any of the IP as a result of the exercise of its rights under this Agreement. All advertising, artwork, designs and derivative works involving the IP, or any reproduction thereof, shall, notwithstanding their invention or use by Licensee, be and remain the property of Licensor; provided, however that such items shall become part of the IP, and Licensee shall be entitled to use them to the extent permitted by this Agreement.

2.4 . Early Termination.

(a) With Cause. This Agreement may be immediately terminated for cause by either Party in the event a material breach hereof by the other Party continues uncured for a period of thirty (30) days, in the case of a non-monetary breach, or five (5) days, in the case of a monetary breach, after notice thereof to the breaching Party. In the event Licensee terminates this Agreement with cause, Licensee shall be entitled to receive a refund of the any installment of the License Fee paid to Licensor during the thirty (30) day period following notice of such breach from Licensee to Licensor. In the event Licensor terminates this Agreement with cause, Licensee shall pay the full amount of the License Fee due and owing to Licensor through the date of termination.

(b) Without Cause. This Agreement may be terminated without cause by either Party upon not less than sixty (60) days written notice to the other Party. In the event either Party terminates this Agreement without cause, there will be no refund of any License Fees paid to Licensor through the date of termination, and Licensee is obligated to pay the full amount of the License Fee due and owing to Licensor through the date of termination.

ARTICLE III
SUBLICENSING

3.1. No Sublicensing without Consent. Licensee is not permitted to sublicense any of the rights it obtains under the License without the prior written consent of Licensor.

ARTICLE IV
LICENSE FEE; PAYMENTS

4.1. License Fee. Licensee shall pay Licensor a "License Fee" in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) per month. Each installment of the License Fee shall be payable without setoff or deduction, without notice or demand, in advance, on or before the first day of each calendar month during the term of the License. The License Fee for any period during the term of the License which is for less than one full month shall be prorated based upon the actual number of days of the month involved. The License Fee shall be paid at Licensor's address, as set forth below or at such other address or addresses as Licensor may from time to time designate by written notice. Any failure of Licensee to pay any installment of the Licensee Fee on or before the date such installment is due shall be deemed to be a material breach of this Agreement.

ARTICLE V
CONFIDENTIALITY

5.1. Confidential Information. The Parties acknowledge that as a result of the performance of this Agreement, each Party (for purposes of this Article V, the "Discloser") will have access to and will acquire other confidential information of the other Party (for purposes of this Article V, the "Recipient").

(a) For purposes of this Agreement, the term "Confidential Information" includes, without limitation, financial information, client, potential client and contacts lists, methods of doing business, materials, inventions, discoveries, ideas, processes, know-how, competitive bid data, prices paid or received for goods or services purchased or sold, price lists, marketing information, business plans and strategies, product plans, products, services, developments, processes, designs, drawings, methods, techniques, trade secrets, all information generated by Discloser that is marked as "copyright," "trademark," "confidential," "secret," or "registered", any other data where the information might be used to the detriment of Discloser and/or its clients or potential clients, branding strategies, logistics, manufacturing processes, packaging methodologies, all other intangibles associated with the IP that are not known or readily knowable by the general public and all notes, analyses, compilations, studies and other documents, whether prepared by Recipient or others which contain or reflect such information. Confidential Information does not include information that (A) at the time of disclosure by Discloser to Recipient, was published or known publicly or was otherwise in the public domain, (B) after disclosure by Discloser to Recipient, is published or becomes publicly known or otherwise in the public domain other than as a result of a breach of this Agreement, or (C) was disclosed to Recipient in good faith by a third party who was not, and is not, under any obligation of confidence or secrecy to Discloser, or its clients or prospective clients at the time of such disclosure.

(b) Recipient acknowledges that (A) the Confidential Information is the sole property of Discloser, (B) disclosure thereof to any third party would cause substantial loss to the goodwill of Discloser, (C) disclosure thereof is being made by Discloser to Recipient only because of the agreement of Recipient to the restrictions contained herein, (D) absent such restrictions, the knowledge of Recipient of these matters would enable Recipient to compete with Discloser in a manner likely to cause Discloser irreparable harm, and (E) disclosure of such matters by Recipient would likewise cause such harm.

5.2. Protection of Confidential Information.

(a) During the term of this Agreement and thereafter Recipient shall (i) hold the Confidential Information in strict confidence, (ii) exercise reasonable precautions to preserve the confidentiality of the Confidential Information with no less care than Recipient uses to protect and preserve its own confidential information, (iii) not disclose the Confidential Information to any third party without Discloser's prior written consent and (iv) not use the Confidential Information for the benefit of any person other than Discloser. Except as necessary to perform Recipient's duties and responsibilities under this Agreement, Recipient shall not copy or duplicate any of the Confidential Information. In the event that any unauthorized disclosure of any Confidential Information shall occur as a result of Recipient's actions or inactions, Recipient shall immediately notify Discloser in writing of the disclosure and the circumstances surrounding such disclosure.

(b) Notwithstanding the foregoing, Discloser acknowledges that Recipient may, in its ordinary course of business, be required to disclose all or a portion of the Confidential Information in Recipient's possession to employees, agents, or independent contractors performing work for Recipient (each a "Representative"). Recipient agrees that any such disclosure shall be limited in scope to the extent commercially practicable, and Discloser agrees that any such disclosure, properly limited in scope and content, shall not constitute a violation of this provision or breach of this Agreement. Recipient further agrees that prior to any such disclosure, Recipient shall enter into an agreement with the Representative which subjects the Representative to restrictions on use and disclosure of the Confidential Information at least as stringent as set forth herein. The Parties acknowledge that disclosure of the Confidential Information as required pursuant to any local, state, or federal statute, regulation, or other law, or by order of any court of competent jurisdiction or decree of any governmental agency (but only after Recipient has provided Discloser with reasonable notice and opportunity to take action against any legally required disclosure) shall not constitute a breach of this Agreement.

5.3. Delivery of Confidential Information to Discloser on Termination. Recipient shall deliver all of the Confidential Information in Recipient's possession to Discloser upon the termination of this Agreement, or at any time upon Discloser's request, together with Recipient's written certification of compliance with this Section 5.3.

5.4. Protections Cumulative. The Parties agree and acknowledge that the protections set forth in this Article V shall be cumulative with and not in place of any protections of Confidential Information set forth in any other agreement between the Parties.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1. Licensor’s Representations and Warranties to Licensee. Licensor represents and warrants that (i) Licensor has the full right and authority to enter into this Agreement and to grant the License, (ii) Licensor is the owner of the IP, (iii) to the best of Licensor’s knowledge, the License granted hereunder does not infringe upon or violate the rights of any third parties, (iv) Licensor has no agreements with any third party or any commitments or obligations which conflict in any way with its obligations under this Agreement, (v) no claim by any third party contesting the validity, enforceability, use or ownership of any of the IP has been made against Licensor or, to the present knowledge of Licensor, is threatened, and (vi) Licensor has not received any notice of, nor to the present knowledge of Licensor, are there any facts which indicate to Licensor a likelihood of any infringement or misappropriation by, or conflict with, any third party with respect to the IP.

6.2. Licensee’s Representations and Warranties to Licensor. Licensee represents and warrants that (i) Licensee has the full right and authority to enter into this Agreement and to receive the grant of the License, (ii) the License granted hereunder does not infringe upon or violate the rights of any third parties, to the best of Licensee’s knowledge, (iii) Licensee has no agreements with any third party or any commitments or obligations which conflict in any way with its obligations under this Agreement, and (iv) Licensee has not received any notice of, nor to the present knowledge of Licensor, are there any facts which indicate to Licensee a likelihood of any infringement or misappropriation by, or conflict with, any third party with respect to the IP.

ARTICLE VII
INDEMNIFICATION

7.1. Indemnification of Licensor. Licensee agrees to defend, indemnify and hold harmless Licensor and its officers, directors, employees, shareholders, members, managers, agents and representatives from, in respect of, and against any and all claims, losses and liabilities (including, without limitation, reasonable attorney’s fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings brought against or otherwise negatively impacting Licensor (each, a “Licensor Claim”) arising out of (i) the breach of any of Licensee’s representations, warranties or covenants hereunder, or (ii) Licensee's gross negligence or willful misconduct. Licensor agrees to notify Licensee, within a reasonable time after it receives notice of any Licensor Claim, and Licensee shall promptly assume Licensor’s defense thereof, through counsel of Licensor’s choosing. Licensee shall have the right to participate in the defense of any Licensor Claim that includes Licensee as a named party, using counsel of its choosing and at its expense. The settlement of any Licensor Claim must be approved in writing and in advance by Licensor.

7.2. Indemnification of Licensee. Licensor agrees to defend, indemnify and hold harmless Licensee and its officers, directors, employees, shareholders, members, managers, agents and representatives from, in respect of, and against any and all claims, losses and liabilities (including, without limitation, reasonable attorney’s fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings brought against or otherwise negatively impacting Licensee (each, a “Licensee Claim”) arising out of (i) the breach of any of Licensor’s representations, warranties or covenants hereunder, or (ii) Licensor's gross negligence or willful misconduct. Licensee agrees to notify Licensor, within a reasonable time after it receives notice of any Licensee Claim, and Licensor shall promptly assume Licensee’s defense thereof, through counsel of Licensee’s choosing. Licensor shall have the right to participate in the defense of any Licensee Claim that includes Licensor as a named party, using counsel of its choosing and at its expense. The settlement of any Licensee Claim must be approved in writing and in advance by Licensee.

ARTICLE VIII
DISCLAIMER; LIMITATION OF LIABILITY

8.1 Disclaimer by Licensor. THE IP AND RELATED CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS.” ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, ARE HEREBY DISCLAIMED BY LICENSOR, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DESIGN, ACCURACY AND PERFORMANCE, AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT.

8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY (INCLUDING EACH OF ITS AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS, OWNERS, LICENSEES, CUSTOMERS AND AGENTS) BE LIABLE TO THE OTHER FOR THE PAYMENT OF ANY CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR LOST PROFITS, BUSINESS OR REVENUE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS SECTION 8.2 DOES NOT LIMIT EITHER PARTY’S INDEMNITY AND DEFENSE OBLIGATIONS UNDER ARTICLE VII HEREIN.

ARTICLE IX
ASSIGNMENT; RELATIONSHIP OF PARTIES

9.1 Limitation on Assignment. Neither Party may assign any right or obligation under this Agreement, other than the right to receive money, to any person, or entity, other than its parent or subsidiary companies, without the express written consent of the other Party.

9.2 Party Relationship. Nothing herein shall be construed to create a relationship between Licensee and Licensor in the nature of partnership profit-sharing, company, joint venture, principal/agent, employment or any other relationship that might impose liability on either Party for the other Party's past, present or future debts, liabilities, obligations, acts or omissions.

ARTICLE X
MISCELLANEOUS

10.1 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts to be performed entirely within such state. The District Court for the City and County of Denver shall have exclusive jurisdiction, including in personam jurisdiction, and shall be the exclusive venue for any and all controversies and claims arising out of or relating to this Agreement.

10.2 Bankruptcy. Each Party shall have the right, on five (5) days written notice to the other, to terminate this Agreement in the event of any of the following: (i) the other Party files a petition in bankruptcy, or is adjudicated bankrupt, (ii) a petition in bankruptcy is filed against the other Party and is not dismissed within sixty (60) days thereof, (iii) the other Party becomes insolvent, (iv) the other Party makes an assignment for the benefit of creditors, or files a petition or other relief under or pursuant to any federal or state bankruptcy, insolvency, or reorganization statute or procedure, or (v) a custodian, receiver or trustee is appointed for the other Party in any bankruptcy or related proceeding, and such receivership is not discharged within sixty (60) days thereafter.

10.3 Entire Agreement. This Agreement is the final integration of the agreement between the Parties with respect to the matters covered by it and supersedes any prior understandings or agreements, oral or written, with respect thereto.

10.4 Modification, Waiver. This Agreement may not be modified or supplemented except by written instrument signed by the Parties. No action or failure to act by either Party shall be deemed to be a waiver unless such waiver is expressly set forth in writing. No waiver of any default or breach of any agreement or provision herein contained shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein contained.

10.5 Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement, (ii) the remaining terms, covenants and conditions hereof shall remain in full force and effect and (iii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid and enforceable.

10.6 Headings. Headings of articles, sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

10.7 External Circumstances. No Party shall be considered in default or be liable to the other Party for any delay in performance or non-performance (except with respect to an obligation to pay money) caused by circumstances beyond the reasonable control of such Party, including but not limited to acts of God, explosion, fire, flood, war, whether or not declared, accident, labor strike or labor disturbances, terrorist activities, inability to procure supplies from third party vendors, sabotage, orders or decrees of any court, or actions of any government authority.

10.8 Surviving Obligations. All obligations under this Agreement that are continuing in nature shall survive the termination or conclusion of this Agreement.

10.9 Rules of Construction. The Parties have had the opportunity to retain independent legal and financial counsel with respect to the negotiation of this Agreement. They have independently, separately, and freely negotiated each and every provision of this Agreement as if all Parties drafted it, and therefore, waive any statutory or common-law presumption that would serve to have this document construed in favor of, or against, any Party.

10.10 Mediation. If any dispute, claim or controversy arises out of or relates to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association before resulting to litigation. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, that cannot be resolved by mediation within thirty (30) days may be finally resolved by litigation. This mediation provision shall not limit a Party from seeking or a court from granting a temporary restraining order, preliminary injunction or other injunctive relief with respect to an alleged breach or violation of any covenant or agreement contained Article V of this Agreement.

10.11 Notice. All notices, demands and other communications to be sent by one Party to the other under this Agreement shall be in writing and shall be deemed to have been validly made, given, served and received if given or served by delivery in person to the addressee, or if sent by facsimile during normal business hours with delivery verification, or three (3) days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows:

	If to Licensee:	Critical Mass, Inc.
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

	If to Licensee:	Critical Mass, Inc.
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

10.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. A facsimile or other electronic copy of a signature on this Agreement shall be acceptable as and deemed to be an original signature.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement effective as of the date first above written.

LICENSEE:

CRITICAL MASS INDUSTRIES, LLC
a Colorado limited liability company

By: ______________________________________________
Name: John Knapp
Title: President

LICENSOR:

GOOD IPCO LLC

By: ______________________________________________
Name: John Knapp
Title: President

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into as of the _____day of August , 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Acquisition Co., a Colorado corporation (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”

WHEREAS, Company is a licensed marijuana business operating pursuant to licenses duly issued by the Colorado Department of Revenue Marijuana Enforcement Division (“MED”) and applicable local licensing authority; and

WHEREAS, because of the experiences and abilities of Contractor, Company wishes to retain Contractor to perform those services (collectively, the “Services”) specifically described in Exhibit A attached hereto and incorporated herein by this reference, and Contractor wishes to perform the Services for Company on the terms and conditions contained in this Agreement.

1. Work To Be Performed.

(a) Contractor will provide the Services to the best of its abilities. Contractor may accept additional assignments from Company at Contractor’s sole discretion; such additional assignments shall be incorporated into Exhibit A. Company may assign other contractors to perform services similar to the Services. Contractor shall not perform any work for Company except pursuant to this Agreement or a subsequent written agreement.

(b) Except as otherwise specifically set forth herein, Contractor shall provide at its own cost and expense all of the materials and equipment necessary for Contractor to perform the Services. Company shall have no control or supervision over the hours worked or the manner in which Contractor performs the work; provided, however, that Company may specify deadlines by which time certain work needs to be completed.

(c) Contractor acknowledges that Contractor has no authority to negotiate any contract for or on behalf of Company or to bind Company to any contract, agreement, representation or understanding concerning Company or Company’s products or services.

2. Compensation of Contractor.

(a) Amount. The Company shall compensate Contractor for performance of the Services at a flat rate of Fifty Thousand Dollars ($50,000.00) per month, as shown on invoices delivered to the Company in accordance with Section 2(b), below. Contractor shall bill the Company only for the Services and reimbursable expenses as set forth below.

(b) Payment. Contractor shall invoice the Company on a monthly basis for the Services provided and reimbursable expenses incurred during such period. Payment shall be due within thirty (30) days after Company's receipt of an invoice.

(c) Expenses; No Additional Compensation. Any expenses incurred by Contractor in the performance of the Services shall be the sole responsibility of Contractor unless Company gives prior written approval of reimbursement of the expense. Contractor acknowledges that Contractor shall be responsible for paying all operating expenses it incurs pursuant to this Agreement, subject to the preceding sentence. Contractor will receive only the compensation described in this Agreement, and shall not receive any other form of compensation, benefits, or commission.

3. Independent Contractor Status.

(a) Contractor’s status shall at all times be that of an independent contractor. Contractor will not be an employee of Company for tax reasons or any other purpose. Contractor will not be entitled to unemployment compensation insurance benefits or worker’s compensation unless some entity other than Company provides such coverage. Contractor is aware, and acknowledges and agrees, that Company undertakes no responsibility for withholding Federal and State income taxes, F.I.C.A., worker’s compensation insurance, unemployment compensation insurance or the like for Contractor or any of its agents, subcontractors or their agents or employees, all of which shall remain the complete responsibility of Contractor. Contractor assumes full responsibility for the payment of all contributions, payroll taxes, income taxes, self employment taxes, withholdings and backup withholdings or assessments under state and federal law. Company shall only provide Contractor with, and shall file, an IRS Form 1099 on an annual basis.

(b) Contractor will be solely liable and responsible for compliance with all federal, state and local laws and regulations regarding (i) the payment of Contractor’s taxes; (ii) maintenance of workers’ compensation insurance; (iii) filing of all required reports; and (iv) health, safety, and all other employment matters.

(c) Nothing herein shall be construed to create a relationship between Company and Contractor in the nature of profit-sharing, company, joint venture, principal/agent, employment or any other relationship that might impose liability on Company for Contractor’s past, present or future debts, liabilities, obligations, acts or omissions.

4. Agreement to Not Disclose Confidential Information.

(a) Access to Confidential Information. Contractor acknowledges that by virtue of Contractor's performing the Services for Company, Contractor will have access to and will acquire Confidential Information (as defined below) relating to the business and operations of the Company.

(b) Definition of Confidential Information.

(i) Regardless of whether tangible or intangible, how stored, compiled, or memorialized, whether physically, electronically, graphically, photographically, in writing or by some other means, and regardless of whether it has been marked or identified as “confidential”, the term “Confidential Information” means and includes any and all of the following provided by, belonging to or concerning the Company: (I) information, data, ideas, inventions, intellectual property, processes, materials, know-how, techniques, technologies, sketches, drawings, specifications, concepts, trade secrets, research and development activities, patent applications, compilations, devices, formulae, designs, prototypes, methods, procedures, strategies, programs, and codes; (II) financial, business, strategic, scientific, technical and economic information, plans, and sales, marketing and product information; (III) data and information about the Company’s current, former or prospective customers, suppliers, officers, directors and employees; (IV) copies or materials embodying or including any of the foregoing and any analyses, studies or reports that contain, are based on, or reflect any of the foregoing; and (V) any information traditionally or otherwise appropriately recognized as proprietary or a trade secret. Confidential Information does not include information that (A) at the time of disclosure by Company to Contractor, was published or known publicly or was otherwise in the public domain, (B) after disclosure by Company to Contractor, is published or becomes publicly known or otherwise in the public domain other than as a result of a breach of this Agreement, (C) was disclosed to Contractor in good faith by a third party who was not, and is not, under any obligation of confidence or secrecy to Company, or its clients or prospective clients at the time of such disclosure or (D) is independently developed by the Contractor without the use of any Confidential Information and without violation of this Agreement.

(ii) Contractor acknowledges that (A) the Confidential Information is the sole property of Company, (B) disclosure thereof would cause substantial loss to the goodwill of Company, (C) disclosure thereof is being made by Company only because of the position of trust and confidence which Contractor will occupy and because of the agreement of Contractor to the restrictions contained herein, (D) the knowledge of Contractor of these matters would enable Contractor, upon termination of this Agreement, to compete with Company in a manner likely to cause Company irreparable harm, and (E) disclosure of such matters by Contractor would likewise cause such harm.

(c) Restrictions on Use and Disclosure of Confidential Information. Contractor shall hold all Confidential Information as a fiduciary, in strict confidence and trust for the benefit of Company. Contractor shall not at any time during the term of this Agreement or thereafter use, make known, or disclose, either directly or indirectly, intentionally or negligently, any of the Confidential Information to any person, company or other entity, for any purpose or reason, other than as required in the performance of the Services. Contractor understands that it is not allowed to use, sell, license, market or otherwise exploit any products or services which embody in whole or in part any Confidential Information. Except as necessary to perform Contractor's duties and responsibilities under this Agreement, Contractor shall not copy or duplicate any of the Confidential Information, nor remove any of the Confidential Information from the facilities of Company, either during the term of this Agreement or thereafter. Contractor will take all reasonable precautions to prevent disclosure of the Confidential Information to unauthorized persons or entities. Contractor will treat as confidential and proprietary any information or materials from outside Company which Company is obligated to treat as confidential or proprietary, in accordance with Company’s reasonable instructions to Contractor. In the event that any unauthorized disclosure of any Confidential Information shall occur as a result of Contractor’s actions or inactions, or the actions or inactions of an agent of Contractor, Contractor shall immediately notify Company in writing of the disclosure and the circumstances surrounding such disclosure.

(d) Delivery of Confidential Information to Company on Termination. Upon the expiration or termination of this Agreement, or at any time upon Company's request, Contractor will deliver to Company all tangible materials embodying the Confidential Information, including without limitation any documentation, records, listings, notes, data, sketches, drawings, customer lists, memoranda, models, data, reference materials, samples, human or machine-readable media and equipment and any other materials which in any way relate to the Confidential Information, to the Services, or to the customers of the Company. Contractor will not to retain any copies of any of the above materials. Contractor will provide to Company written certification of compliance with this Section 4(d) upon request.

(e) Reasonable Restrictions. Contractor acknowledges that the restrictions in this Section 4 are reasonable and reflect an appropriate balancing of the interests of Company and Contractor.

5. Term; Termination. This Agreement shall terminate on the date that is two (2) years after the Effective Date. Either Party may terminate this Agreement at any time for any reason or no reason, with or without cause, upon written notice to the other Party. The right of termination in this Agreement is absolute. Contractor waives any claim to the contrary and releases Company from any claim to damages, compensation or indemnification arising out of or relating to the termination of this business relationship.

6. Transfer of Contractor’s Duties; Return of Property upon Termination. Upon termination of the relationship established by this Agreement, and in the event that the Services have not been fully performed at the time of termination, Contractor shall reasonably assist Company in the smooth transition of Contractor’s duties and responsibilities to another contractor or representative of Company. Contractor shall also, upon termination, immediately return to Company all property in Contractor’s possession belonging to Company. In the event that Contractor does not return all Company property upon termination of the relationship with Company established by this Agreement, Company may reduce any payments owed to Contractor under this Agreement by the value of any property not returned. In addition, Company may take all appropriate action to recover its property (or the value of its property).

7. Reservation of Rights. Company reserves and retains all rights, including, without limitation, the right to hire additional independent contractors to perform similar work to Contractor. Company shall manage its business according to its own judgment and shall be free to accept or reject any advice or suggestions of Contractor at any time in its sole discretion. Contractor shall provide the Services in an advisory capacity only and the Company shall retain full authority and responsibility for all decisions with respect to operation of the Company's business. Each Party acknowledges and agrees that nothing in this Agreement shall require the other Party to take any action that such Party reasonably determines will, or could be deemed to, violate any laws or regulations. Neither Party shall be responsible for any violation of the other Party’s rights hereunder by a third party.

8. Indemnification and Non-Infringement.

(a) Contractor Indemnification. Contractor shall indemnify, defend and hold Company and its subcontractors, independent contractors, agents, officers, shareholders, directors, members, managers and employees harmless from and against any and all claims, liabilities, losses, damages, expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising from or growing out of (i) a breach of any representation, warranty, covenant or agreement made by Contractor in connection with this Agreement, or (ii) Contractor’s gross negligence or willful misconduct.

(b) Non-Infringement Warranty. Contractor warrants and represents, to the best of its knowledge and belief and solely for the benefit of Company, that nothing in this Agreement or the performance of it by Contractor infringes any United States intellectual property right or any contractual covenant entered into by Contractor benefiting any third party.

9. Compliance with Laws. Each Party shall be responsible for obtaining any and all licenses, registrations, permits or approvals necessary or advisable for the operation of its business and the provision of the Services. Each Party shall comply with any and all conditions binding on it in any such licenses, registrations, permits or approvals. Each Party shall be subject to, and comply with, all laws, orders, regulations, directions, or requests, present and future, of any state or local government having jurisdiction over such Party, including without limitation, the Colorado Medical Marijuana Code (C.R.S. § 12-43.3 -101 et. seq.), the Colorado Retail Marijuana Code (C.R.S. § 12-43.4 -101 et. seq.) and all regulations, rules, orders, guidance and instructions promulgated by the MED or applicable local marijuana business licensing authority.

10. Representations and Warranties. Contractor hereby represents and warrants to Company that:

(a) Contractor is solely responsible for the satisfactory completion of the Services and is liable to Company for a failure to complete the Services.

(b) Contractor may realize a profit or a loss under this Agreement.

(d) Contractor has registered with applicable state agencies.

(e) Contractor maintains its own set of books and records for its business.

11. Liability Insurance. Contractor will supply its own workmen’s compensation insurance and errors and omissions insurance coverage, which shall be in amounts and with insurance companies reasonably acceptable to Company, and will provide proof of such coverage to Company upon request.

12. Assignment. Contractor may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Company. Company may assign this Agreement at its sole discretion by providing written notice to Contractor.

13. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding on, the Parties and their successors, permitted assigns, legal representatives, heirs, distributees, and transferees.

14. Notices. All notices, demands and other communications to be sent by one Party to the other under this Agreement shall be in writing and shall be deemed to have been validly made, given, served and received if given or served by delivery in person to the addressee, or if sent by facsimile during normal business hours with delivery verification, or three (3) days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows:

	If to Contractor:	Critical Mass, Inc.
		845 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

	If to Contractor:	Good Holdco LLC.
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

15. Entire Agreement. This Agreement is the final integration of the agreement between the Parties with respect to the matters covered by it and supersedes any prior understandings or agreements, oral or written, with respect thereto.

16. Modification, Waiver. This Agreement may not be modified or supplemented except by written instrument signed by the Parties. No action or failure to act by either Party shall be deemed to be a waiver of any default or breach of any agreement or provision herein contained unless such waiver is set forth in writing. No waiver of any default or breach of any agreement or provision herein contained shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein contained.

17. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement, (ii) the remaining terms, covenants and conditions hereof shall remain in full force and effect and (iii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid and enforceable.

18. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts to be performed entirely within such state. The District Court for the City and County of Denver shall have exclusive jurisdiction, including in personam jurisdiction, and shall be the exclusive venue for any and all controversies and claims arising out of or relating to this Agreement.

19. Captions. All captions, titles, headings, and divisions hereof are for purposes of convenience and reference only, and shall not be construed to limit or affect the interpretation of this Agreement.

20. Legal Representation and Construction of Agreement. The Parties have had the opportunity to retain independent legal and financial counsel with respect to the negotiation of this Agreement. The Parties have independently, separately, and freely negotiated each and every provision of this Agreement as if all Parties drafted it, and therefore, waive any statutory or common-law presumption that would serve to have this document construed in favor of, or against, any Party.

21. Counterparts/Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. A facsimile or other electronic copy of a signature on this Agreement shall be acceptable as and deemed to be an original signature.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Company and Contractor have executed this Agreement effective as of the date first above written.

COMPANY:

Critical Mass Industries LLC,
a Colorado limited liability company

By: ________________________________________
Name: John Knapp
Title: President

CONTRACTOR:

GOOD HOLDCO LLC

By: ________________________________________
Name: John Knapp
Title: President

EXHIBIT A

DESCRIPTION OF SERVICES

Human Resources (HR) and management services; and
Bookkeeping services.

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of the 5th day of August, 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Holdco LLC, a Colorado limited liability company (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”

1. Work To Be Performed.

2. Compensation of Contractor.

3. Independent Contractor Status.

4. Agreement to Not Disclose Confidential Information.

(b) Definition of Confidential Information.

(e) Reasonable Restrictions. Contractor acknowledges that the restrictions in this Section 4 are reasonable and reflect an appropriate balancing of the interests of Company and Contractor.

8. Indemnification and Non-Infringement.

10. Representations and Warranties. Contractor hereby represents and warrants to Company that:

(a) Contractor is solely responsible for the satisfactory completion of the Services and is liable to Company for a failure to complete the Services.

(b) Contractor may realize a profit or a loss under this Agreement.

(d) Contractor has registered with applicable state agencies.

(e) Contractor maintains its own set of books and records for its business.

	If to Contractor:	Good Holdco LLC
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

	If to Contractor:	Critical Mass, Inc.
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Company and Contractor have executed this Agreement effective as of the date first above written.

COMPANY:

Critical Mass Industries LLC,
a Colorado limited liability company

By: __________________________________________________
Name: John Knapp
Title: President

CONTRACTOR:

GOOD HOLDCO LLC

By: __________________________________________________
Name: John Knapp
Title: President

EXHIBIT A

DESCRIPTION OF SERVICES

Cultivation consulting services.

MARKETING SERVICES AGREEMENT

THIS MARKETING SERVICES AGREEMENT (this “Agreement”) is entered into as of the 5th day of August, 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Holdco LLC, a Colorado limited liability (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”

1. Work To Be Performed.

2. Compensation of Contractor.

3. Independent Contractor Status.

4. Agreement to Not Disclose Confidential Information.

(b) Definition of Confidential Information.

(e) Reasonable Restrictions. Contractor acknowledges that the restrictions in this Section 4 are reasonable and reflect an appropriate balancing of the interests of Company and Contractor.

8. Indemnification and Non-Infringement.

10. Representations and Warranties. Contractor hereby represents and warrants to Company that:

(a) Contractor is solely responsible for the satisfactory completion of the Services and is liable to Company for a failure to complete the Services.

(b) Contractor may realize a profit or a loss under this Agreement.

(d) Contractor has registered with applicable state agencies.

(e) Contractor maintains its own set of books and records for its business.

	If to Company:	Good Holdco LLC
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

	If to Contractor:	Critical Mass, Inc.
		866 Navajo Street
		Denver, Colorado 80204
		Attention: John Knapp

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Company and Contractor have executed this Agreement effective as of the date first above written.

COMPANY:

Critical Mass Industries LLC,
a Colorado limited liability company

By: ______________________________________________
Name: John Knapp
Title: President

CONTRACTOR:

GOOD HOLDCO LLC

By: ______________________________________________
Name: John Knapp
Title: President

EXHIBIT A

DESCRIPTION OF SERVICES

Marketing services.