GOLD PARTY PAYDAY INC (Form: 8-K, Received: 05/20/2014 16:10:21)

U NITED S TATES

S ECURITIES AND E XCHANGE C OMMISSION

Washington, D.C. 20549

F ORM 8-K

C URRENT R EPORT

P URSUANT TO S ECTION 13 OR 15(d) OF THE

S ECURITIES E XCHANGE A CT OF 1934

Date of Report (Date of earliest event reported): May 20, 2014 (May 14, 2014)

GOLD PARTY PAYDAY, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-54915		45-3327444
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2368 Lakeshore Road West Oakville, Ontario, Canada		L6L 1H5
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 790-3324

3189 Pepperhill Road, Lexington, Kentucky 40502

(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))

FORWARD-LOOKING STATEMENTS

There are statements in this Current Report on Form 8-K that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although management believes that the assumptions underlying the forward looking statements included in this Current Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Current Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

As used in this Current Report and unless otherwise indicated, the terms “we”, “us”, “our”, and the “Company” refer to Gold Party Payday, Inc.

Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2014, we entered into a merger agreement (the “Merger Agreement”) with 2418146 Ontario Inc., an Ontario (Canada) corporation (“GPAY Sub”), which is our wholly-owned subsidiary formed for purposes of consummating the Merger Agreement, and Canada Cannabis Corp., an Ontario (Canada) corporation (“CCC”). Pursuant to the terms of the Merger Agreement, CCC and GPAY Sub shall cause to be executed and filed Articles of Amalgamation pursuant to the Ontario Business Corporations Act to consummate the amalgamation, which we intend to file on May 21, 2014 (the “Closing Date”). As of the Closing Date, pursuant to the terms of the Merger Agreement, the company resulting from the amalgamation (“CCC2”) is a wholly-owned subsidiary of the Company and retains the CCC name and business, and each of the predecessor companies ceased. Additionally, as of the Closing Date, pursuant to the terms and conditions of the Merger Agreement, we acquired 100% of the issued and outstanding shares of common stock of CCC in exchange for the issuance of 1,004,939 shares of our common stock, par value $0.000001.

Additionally, on May 14, 2014, we entered into a business transfer and indemnity agreement (the “Transfer Agreement”) with Tatum L. Morita, who is our President, CEO, CFO, a director of the Company and our majority shareholder (holding 4,000,000 of 4,333,350 shares of our common stock immediately prior to the Closing Date). Pursuant to the terms of the Transfer Agreement, immediately after the Closing Date, Ms. Morita (i) returned to the Company 4,000,000 shares of the Company’s common stock, (ii) agreed that outstanding loans made by Ms. Morita to the Company in the aggregate amount of $7,100 are satisfied and paid in full, and (iii) agreed to indemnify and hold harmless the Company and CCC2 with respect to all liabilities of the Company in existence, arising during, or relating to the period prior to the Closing Date. Pursuant to the terms of the Transfer Agreement, on the Closing Date, the Company (i) transferred to Ms. Morita the assets of the Company business, as in existence prior to the Effective Date, (ii) paid cash consideration to Ms. Morita in the amount of $361,650, and (iii) agreed to, jointly and severally with CCC2, indemnify and hold harmless Ms. Morita with respect to all liabilities of the Company incurred after the Closing Date.

As a result of the transactions effected by the Merger Agreement and the Transfer Agreement, (i) the former business of CCC is now the sole business of the Company’s wholly-owned subsidiary, CCC2, (ii) our sole business is now to invest in and support the business of CCC2, and (iii) there is a change of control whereby the former shareholders of CCC now own a controlling 75% ownership interest in the Company.

As a further condition of the Merger Agreement, the current officers and directors of the Company resigned, each effective immediately with the exception of Ms. Morita’s resignation as a director, which will be effective upon compliance with Rule 14f-1 under the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Benjamin Ward was appointed to serve as a Director and also as the CEO and President of the Company, effective immediately. Additionally, Mr. John Esteireiro was appointed to serve as the Company’s COO and Mr. Peter Strang and Mr. Silvio Serrano were appointed as Vice Presidents, each effective immediately. Finally, Mr. Esteireiro, Mr. Strang, Mr. Serrano and Mr. Dale Rasmussen were appointed to serve as Directors of the Company, which appointments will be effective upon compliance with Rule 14f-1 under the Exchange Act.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure required by this item is included in Item 1.01 hereof and is incorporated herein by reference.

The foregoing summary of the Merger Agreement, Transfer Agreement and Articles of Amalgamation is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, Transfer Agreement and Articles of Amalgamation, which are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively.

DESCRIPTION OF BUSINESS

Corporate History and Background

Gold Party Payday, LLC, our predecessor, was organized as a Limited Liability Company on August 16, 2011 under the laws of the State of California. We were incorporated on September 19, 2011 under the laws of the State of Delaware for the sole purpose of acquiring all of the outstanding membership units of Gold Party Payday, LLC. Prior to the acquisition transaction described above under “Item 1.01” of this Current Report, our business operations consisted of organizing events and parties in which guests bring their unwanted jewelry, scrap gold and silver, coins and other gold and silver items to sell to us at a discount, after which we resold the items to refineries.

Upon the consummation of the transactions contemplated by the Merger Agreement and Transfer Agreement, as described above under “Item 1.01” of this Current Report, our sole business is now to invest in and support the business of CCC2, our wholly-owned subsidiary, which will continue the former business of CCC and descriptions of our business hereinafter refer to the business of CCC before the Effective Date.

CCC was incorporated in the Province of Ontario (Canada) on January 20, 2014. CCC was a development stage company whose principal line of business was in the pharmaceutical sector. More specifically, CCC was focused on applying to obtain its initial license to produce and supply medical marihuana (the “License”) under the newly effective Marihuana for Medical Purposes Regulation (the “MMPR”) in Canada and other startup activities in preparation for commencing full operations in the production and supply of medical marihuana.

Business Overview

Our corporate officers are located in Oakville, Ontario, Canada. The Company intends to operate under the recently effective MMPR to manufacture and market medical marihuana products in Canada and internationally, as permitted by local laws.

On April 3, 2014, CCC submitted to Health Canada, the Canadian government agency charged with enforcing the MMPR, an application to obtain its initial License to produce and supply medical marihuana under the MMPR. At the request of Health Canada, CCC subsequently submitted an update to the application on April 25, 2014. To date, the Company estimates that it has spent approximately CAD $1,650,000 on the license application process, including architectural drawings, engineer reports and a deposit with respect to the facility where the Company intends to house the initial licensed operations.

To obtain the License under the MMPR, we are required to show plans for securing marihuana products. We believe the security plan we submitted to Health Canada with our application exceeds the requirements, including:

Extensive security systems for the grow facility consisting of electronically controlled entry to all grow, processing, and storage areas to restrict access to only those personnel whose presence is required by their work;

Closed circuit camera systems covering entrances to the building, as well as to each grow, processing, and storage area;

Installation of controlled access vaults for storage of marihuana products and waste to restrict access to only those personnel whose presence is required by their work;

Tamper proof designs on security equipment;

Securing the entire property with appropriate fencing to deter unauthorized access and protective and impervious exterior sealant;

Security clearances of all personnel who will be directly involved in the cultivation, harvesting and storage chain of custody with respect to the marihuana products; and

Operational controls and procedures to ensure on site management of product and mitigate risk of product loss.

Additionally, the MMPR requires us to show adequate quality assurance measures through standard operating procedures, process flow and laboratory testing of marihuana products. We intend to implement our quality assurance program through the iQA Quality Assurance & Business Intelligence Software. This method was developed by a PhD-prepared Health Research Scientists to incorporate both research and academic experience with applied experience that produces sound practical methodologies and systems. The iQA software follows the European Pharmacopeia Principles for Good Manufacturing Practices that believe exceeds the requirements of the MMPR, addressing in depth:

Comprehensive testing of the marihuana products at various stages of production for microbial, chemical or pest control contaminants and standard procedures designed to prevent such contamination;

Comprehensive sanitation program to ensure the proper sanitation of the entire premises, storage areas and equipment;

Standard procedures for the entire supply line to ensure production, packaging, labeling, storage, and shipping/receiving are performed at a high level in compliance with MMPR and allows us to establish a chain of control with respect to each batch;

Standard procedures for facility construction, testing, and preventative and responsive maintenance to ensure a consistently proper environment for the growth, processing and storage of marihuana products; and

Extensive quality assurance controls involving approvals, review, laboratory testing and reporting by our quality assurance personnel to maintain adequate process flows, incident management, and reduce the risk of supplying marihuana products that do not meet or exceed the MMPR and our own quality standards for safe and effective use.

As of the date of this Current Report, CCC has not been issued a License and there has been no disposition with respect to CCC’s application. However, we believe that our application for the License not only meets, but exceeds the MMPR mandate for each of the requirements listed above and we do not currently expect any substantial complications with respect to the issuance of the License. If granted as applied for, we expect the License to allow for the on-site storage of up to approximately 330,000 pounds (150,000 kilograms) of dried marihuana and with a supply of up to approximately 75,000 pounds (34,020 kilograms) cultivated each month. We believe this will make us the largest licensee, measured by authorized production levels.

In recent years, there has been a continuing shift to permit the broader use of marihuana for medicinal purposes across North America. In Canada, specifically, the recently effective MMPR moved the production of medical marihuana from the Canadian government and individual authorized users to permitted private commercial producers. With this sea change in the production and supply line of medical marihuana, we believe that there is significant market potential for the commercial production and supply of high quality marihuana products for medicinal use by authorized patients in Canada.

We believe that there is enormous growth opportunity in the medical marihuana sector within the current regulatory scheme that can be harnessed by the exploitation of cultivation systems, lighting and irrigation technology, plant and medical research, among other innovations to deliver efficiencies in crop growth while producing the highest and best quality cannabis available. We anticipate that our business plan will strategically position us to capitalize on these growth opportunities in the near term with respect to the medical use of marihuana, with a longer term intention to be well prepared to satisfy the supply needs for research and recreational use, if and when legalized.

On March 31, 2014, CCC entered into an acquisition agreement (the “Growlite Agreement”) with 2393245 Ontario Inc. c.o.b. Growlite Canada (“Growlite”) and Silvio Serrano (“Serrano”), the owner of 100% of Growlite. Pursuant to the terms of the Growlite Agreement, CCC acquired a 45% interest in Growlite (the “Ownership Interest”). As consideration for the sale of the Ownership Interest, CCC made an investment in Growlite in the amounts of CAD $1,000,000 in the form of a cash payment made on February 28, 2014 and CAD $3,000,000 in the form of a loan (the “Loan”) made on March 31, 2014, for a total aggregate investment amount of CAD $4,000,000.

The Loan is documented by a Loan Agreement entered into by CCC and Growlite, dated March 31, 2014. In accordance with the terms of the Loan Agreement, the Loan accrues interest at a rate of 2% per annum, compounded monthly. Pursuant to the terms of the Loan, Growlite is required to make quarterly interest only payments in arrears, with the principal amount and any accrued interest due in full in a single payment on March 31, 2024.

As further consideration for the sale of the Ownership Interest, CCC agreed to enter into a shareholder agreement with Serrano with respect to Growlite within 60 days of the Growlite Agreement, among the material terms of which shall guarantee that Serrano remain the sole director of and maintain sole control over Growlite. Serrano was the beneficial owner of 10.2% of the common shares of CCC and is the beneficial owner of 7.6% of the Company. As of the date of this Current Report, the complete terms of the shareholder agreement have not been finalized which, therefore, has not been executed. Serrano has also been appointed as a director of the Company, effective upon compliance with Rule 14f-1 under the Exchange Act.

The foregoing summary of the Growlite Agreement and the Loan Agreement is not complete and is qualified in its entirety by reference to the complete text of the Growlite Agreement and the Loan Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Growlite produces and distributes a patented horticulture lighting system capable of providing substantial energy efficiencies compared to its competitors, as well as replacement bulbs and other horticultural lighting accessories. We believe the Company’s position in Growlite strategically diversifies our operations and revenue sources beyond that of production and supply of medicinal marihuana products. We also expect that Growlite will fill an important role in our business plan by enhancing our ability to quickly take advantage of the benefits provided by technological advancements in horticultural lighting systems and participating in the research and development thereof.

On April 1, 2014, CCC entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd. (collectively, the “Seller”) pursuant to which CCC will purchase from Seller the real property located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) for a total consideration of CAD $13,400,000 (the “Purchase Price”). In connection with the Purchase Agreement, on April 3, 2014, CCC paid a $500,000 earnest money deposit that will be credited toward the Purchase Price at the closing of the Purchase Agreement and is refundable only if the closing does not occur as a result of Seller’s default. We are presently exploring a leaseback arrangement to finance much of the remaining portion of the Purchase Price, the terms of which are not yet finalized. We expect to close the Purchase Agreement and consummate the purchase of the Brampton Property in on or about June 9, 2014, in accordance with an extension to the closing date granted pursuant to an extension letter dated May 16, 2014 in consideration of an additional deposit in the amount of CAD $300,000 we paid to the Sellers (the “Extension Letter”). By June 9, 2014, we must show $9,000,000 in trust to the Seller to move forward with the closing and avoid the risk of termination of the Purchase Agreement. The foregoing summaries of the Purchase Agreement and Extension Letter are not complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement and Extension Letter, which are attached hereto as Exhibits 10.3 and 10.7.

We intend for the Brampton Property to be our initial business operations base, housing our initial licensed grow and production facility. We believe the Brampton property is suited for these purposes for numerous reasons, including:

The Brampton Property includes an approximately 300,000 square foot building situated on an approximately 14.89 acre parcel of land;

The size of the building is sufficient to establish our planned two-tier cultivation operation and onsite laboratory for product testing, research and development, which we believe will allow us to maximize our production efficiency; and

The Brampton Property is strategically located approximately twelve miles (19.4 kilometers) from Toronto Pearson International Airport.

We have engaged the consulting services of Advanced Cannabis Solutions, Inc., a Colorado corporation located in Colorado Springs, Colorado (“ACS”). ACS provides various services to the regulated cannabis industry, including the leasing of growing space and related equipment, as well as developing grow mediums and plant nutrient lines, product tracking technology, and comprehensive consulting services to regulated marihuana producers and suppliers. ACS will provide consulting services to the Company during our development stage with respect to our licensing process, regulatory issues, facilities design and enhancements, and commencement of material grow and supply operations to maximize operational efficiencies while maintaining compliance with the MMPR. The ACS consulting services are provided to the Company pursuant to a consulting agreement (the “ACS Agreement”) entered into by CCC and ACS on February 14, 2014 for the term of one year effective March 1, 2014. Pursuant to the terms of the ACS Agreement, the Company will pay ACS USD $20,000 per month in consideration of the consulting services provided by ACS. The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the Consulting Agreement, which is attached hereto as Exhibit 10.4.

Products

As we are still in the development stages and have not at this point in time commenced material operations, we have yet to develop the specific products that we will offer. However, we intend to offer up to 15 different strains of dried marihuana for medicinal use. Each strain will likely differ in the concentration of tetrahydrocannabinol (THC) and cannabidiol (CBD), the main cannabinoid constituents found in the marihuana plant with application to medical use, present in each strain. Additionally, there may be variations to the presence and concentration of other cannabinoids and related chemical constituents found in the marihuana plant. We intend to design these chemical variations between the strains to provide a variety of products tailored to treatment protocols, as to the effectiveness with respect to certain medical conditions and alteration of the adverse side effects of each strain, which is intended to address the needs of the broadest cross section of potential authorized customers.

Market, Opportunities and Competition

Since 2001, regulations adopted by Canada’s national healthcare department, Health Canada, have permitted the use of marihuana to treat certain medical conditions. However, prior to the effectiveness of the MMPR in April 2014, a legal private commercial market for medical marihuana in Canada did not exist. Instead, individuals with physician authorization to use medical marihuana could either grow marihuana for their own use or obtain small amounts to fill their prescription through the lone producer contracted by Health Canada. With the passage of the MMPR, all production and supply of medical marihuana must be conducted through a private commercial enterprise licensed and regulated by Health Canada. The MMPR has, in effect, created a brand new legalized private, commercial market for the production and sale of medical marihuana in Canada.

Under the MMPR, licensed producers can distribute medical marihuana to individuals who (i) currently have an authorization to possess issued by Health Canada, or (ii) obtain a valid medical document from a physician authorizing the use of marihuana for medical purposes and register with and order from a licensed producer. The maximum amount that can be distributed to any one individual at a time is approximately 5 ounces (150 grams).

Currently, there are approximately 40,000 individuals who are qualified to purchase and use medical marihuana in Canada. Under the prior regulatory scheme, only 13% of the authorized users obtained their medical marihuana from the producer contracted by Health Canada. This leaves approximately 87% of the currently authorized users who are expected to change their supplier of medical marihuana to a licensed producer under the MMPR, although this transition may be somewhat slowed by pending legal challenges in the Federal courts of Canada regarding the requirement of private growers to destroy their existing plants. Currently, pricing of medical marihuana ranges from CAD $5 to CAD $15 per gram. According to Health Canada, over the next decade the number of authorized users is expected to increase to approximately 450,000 authorized users, with some estimating that the medical marihuana industry may increase to a $1 billion dollar industry within that same time frame.

According to Health Canada, there are currently at least 13 licensed medical marihuana producers. It is unknown how many producer license applications have been submitted to Health Canada and are currently being processed for approval. While there has been no indication that Health Canada may limit the number of producer licenses it issues, we believe that responsible regulation and licensing may prove a significant barrier to entry in the medical marihuana market for many due to the stringent requirements of both initial licensure and ongoing operation.

In addition, there is substantial startup cost associated with beginning a production operation. The comprehensive licensing process may prove quite lengthy and expensive. Moreover, the acquisition and maintenance cost of equipment and grow space, as well as the preparation of necessary operating procedures, product security and quality control design is significant. Furthermore, there exists a significant length of time between commencement of material operations and revenue generation due to the production process. With limited resources of capital available to the industry via debt financing from traditional sources, we believe the startup costs create a formidable barrier to entry.

Because the private commercial market for medical marihuana in Canada is in its infancy, the vast majority of all participants are new to this market. In addition to the other licensed producers, we will also face competition from the illegal cannabis market. However, we believe that, once licensed, we will be well positioned with respect to this growing market, mainly due to our status as a public reporting company, current financing, our business plan, expected production capacity, and strategic business partnerships within the industry.

Distribution

As we are still in the development stages and have not at this point in time commenced material operations, we have yet to develop methods of distribution for our products.

Suppliers

We anticipate that we will initially rely upon unrelated outside suppliers for marihuana plant tissue cultures to commence our grow operations. We will likely also rely on unrelated outside suppliers to provide various grow related accessories, such as irrigation systems, harvesting tools and drying and storage materials. As we are still in the development stages and have not at this point in time commenced material operations, we have yet to identify our initial suppliers for the foregoing needs. Following commencement of material operations, we may be able to satisfy at least a portion of our requirement for marihuana plant tissue cultures internally from prior crops.

We anticipate that Growlite, in which we have a 45% ownership interest, will be a strategic supplier providing our grow lights and related accessories. As we are still in the development stages and have not at this point in time commenced material operations, we have yet to determine the terms of a potential supply agreement with Growlite nor identified the need or identity of other suppliers for our lighting needs.

If we were unable to identify suppliers or come to terms with any suppliers to satisfy our initial needs to commence operations, our ability to develop our products may be adversely affected, and as such, we may be unable to meet our customer’s requirements. This could result in significant loss of revenues and damage to our customer relationships, which could have a material adverse effect on our business, results of operations, and financial condition.

Customers

We expect that our customer base will initially consist primarily of authorized users throughout Canada, many of whom were authorized users under the prior regulatory scheme and obtained their product through private growers who are no longer permitted to grow marihuana. We anticipate that the initial customer market for the entire industry will consist of approximately 34,000 to 40,000 authorized users. The size of the customer market is expected to grow to approximately 450,000 authorized users in 10 years.

Research and Development Expenditures

As we have not yet received a License for production or commenced material operations, we have not engaged in nor incurred any research or development expenditures since our inception.

Intellectual Property

We do not currently own any intellectual property in need of protection. If we identify intellectual property that is protectable, we intend to seek such protection through the appropriate avenues, such as copyright or trademark protection, for the benefit of our competitive advantage.

Government Regulations

Canada

Cannabis (marihuana) was first made illegal for all purposes around 1923 in Canada. Enforcement remained minimal through the 1930s, with the first recorded seizure of consequence occurring around 1937. Through the 1960s, arrests related to cannabis accounted for only 2% of all drug related arrests in Canada.

Health Canada began regulating access to marihuana for medicinal purposes in 2001 with the passage of the Marihuana Medical Access Regulation (the “MMAR”). Under the MMAR, a patient could obtain authorization to access medical marihuana supply with the support of a prescribing physician. Only certain medical conditions qualify for the authorization: treating symptoms associated with compassionate end-of-life care, treating certain symptoms associated with certain medical conditions, or treating debilitating symptoms of medical conditions not otherwise listed. Once authorized, a patient could obtain dried marihuana through Health Canada, grow privately for personal use or designate a third party for private growth.

In 2013, Health Canada introduced a new regulatory scheme to address concerns that the MMAR scheme was subject to abuse. On April 1, 2014, the MMAR was replaced by the MMPR (Marihuana for Medical Purposes Regulation). The MMPR treats marihuana similarly to other narcotic pharmaceuticals used for medical purposes by establishing a regulated privatized industry for the controlled production and commercial distribution of medical marihuana to authorized users in Canada. As of March 31, 2014, all production licenses issued under the MMAR were to expire and existing plants possessed by private growers were to be destroyed with the effectiveness of the MMPR. However, due to pending litigation on these issues in the Federal Courts of Canada, Health Canada continues to honor the licenses issued under the MMAR until a decision is rendered in these cases.

Under the MMPR, Health Canada will license entities to engage in medical marihuana production and distribution. Health Canada will also formulate and enforce production and distribution standards for the licensed producers. Authorized users sign up with a licensed producer to obtain their prescribed product. At this point, because the MMPR is so new, it is difficult to predict ongoing costs of compliance and developments

Despite recent shifts in public opinion regarding the non-medicinal use of marihuana, and even efforts to decriminalize the practice, non-medicinal use of marihuana remains illegal in Canada. Should non-medicinal use of marihuana be decriminalized in Canada, we expect that the size of the consumer market, as well as our competition, may increase substantially.

United States

As of the date of this Current Report, 22 states and the District of Columbia permit the use of medical marihuana. Additionally, Colorado and Washington have passed laws permitting non-medicinal use of marihuana by adults. However, marihuana remains a Schedule-I controlled substance, the use of which for any reason remains illegal under federal law. Even in those states in which the use of marihuana has been legalized, its use remains a violation of federal laws.

Despite the illegality of marihuana use under United States federal law, we have not discovered a legal basis under United States federal law by which our wholly-owned Canadian subsidiary is prohibited from producing or supplying marihuana in compliance with Canadian law. Additionally, we do not believe there to be a legal basis for any action against the Company by United States federal authorities for such activity. However, because of the novelty of this issue and lack of available precedents, we can neither predict how current and future federal authorities will interpret and enforce existing laws nor how laws adopted in the future may affect our ability to carry on business.

Environmental Laws

We have not incurred and do not anticipate incurring any material expenses associated with environmental laws.

Employees

At this time, we have 8 full time employees and 1 part time employee. Our employees provide services pursuant to contracts. Our executives provide services pursuant to independent contractor agreements. Our CEO, President, and Director, Mr. Benjamin Ward and our COO, Mr. John Esteireiro each dedicate 100% of their time to the Company. Our General Counsel, Ms. Mariana Bracic, our Vice President and Director Mr. Peter Strang and our Vice President Mr. Silvio Serrano provide services to us on an as-needed basis.

Reports to Security Holders

We will continue to be a reporting company and will comply with the requirements of the Exchange Act. We will file quarterly and annual reports and other information with the SEC, and we will send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.

The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

RISK FACTORS

An investment in our Company is highly speculative in nature and involves an extremely high degree of risk.

We are a development stage company with a limited operating history and may never be able to effectuate our business plan or achieve sufficient revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.

We are subject to all of the risks inherent in a development stage company. In particular, potential investors should be aware that we have not proven that we can:


	•	raise sufficient capital in the public and/or private markets;

	•	have access to a line of credit in the institutional lending marketplace for the expansion of our business;

	•	respond effectively to competitive pressures; or

	•	recruit and build a management team to accomplish our business plan.

Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new business, and our Company is a highly speculative venture involving significant financial risk.

The Company was recently formed, has no operating history, and may never be profitable.

Since the Company has not commenced material operations, it is difficult for potential investors to evaluate the Company’s business. The Company will need to raise capital through private offerings, debt financing, or by other means to be able to fund its operations. There can be no assurance that the Company will be profitable or that the stock of the Company will have any value.

We have a limited track record that would provide a basis for assessing our ability to conduct successful business activities. We may not be successful in carrying out our business objectives.

The revenue and income potential of our proposed business and operations are unproven as a limited operating history makes it difficult to evaluate the future prospects of our business. There is limited information at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have a limited track record of successful business activities, strategic decision making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in marketing our services. As such, there is a substantial risk that we will not be successful in generating sufficient operating revenues or in achieving profitable operations, irrespective of competition.

The time needed to obtain regulatory approvals and respond to changes in regulatory requirements could adversely affect our business.

Our ability to commence full operations is subject to regulation by Health Canada and other governmental or public health agencies. In particular, we are required to obtain a production license from Health Canada to cultivate our product and will continue to be subject to strict governmental controls on the cultivation, harvesting, processing, labeling, distribution and marketing of our products. In addition, in the jurisdictions where the use of our products is legal, we will likely be required to obtain approval or registration with foreign governments or regulatory bodies before we can import and sell our products in foreign countries.

The process of obtaining required approvals or clearances from governmental or public health agencies can involve lengthy and detailed application processes, laboratory testing, sampling activities and other costly, time-consuming procedures. The submission of an application to Health Canada or other regulatory authority for licensure or other regulatory approvals or compliance does not guarantee that an approval or clearance to produce and supply our products will be received. Each authority may impose its own requirements and delay or refuse to grant approval or clearance, even though a product has been approved by other authorities within the same government or by the authorities of other governments.

Moreover, the license approval process can be complex and lengthy. This time span increases our costs to obtain licensure prior to being able to commence operations that may generate revenue and increases the risk that we will not succeed.

Because regulation of the medical marihuana industry is quite new, the laws and regulations are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt the Company’s business and result in a material adverse effect on its operations. Newly promulgated or changed regulations could also require us to undergo additional licensure and regulatory compliance processes and procedures, or could make it impractical or impossible for us to produce or market our products for certain uses in certain markets, or at all. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can the Company determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its business.

The regulations in some jurisdictions may restrict our ability to sell products in those jurisdictions. While we intend to work with local legislators and regulators to remove or modify any applicable restrictions, there is no guarantee we will be successful in these efforts.

The Company may not be able to obtain additional licenses.

In addition to its initial license from Health Canada, which has been applied for but not received, the Company’s business plan calls for it to obtain an additional 11 licenses from Health Canada. If the Company is unable to obtain those licenses, its potential for growth and profitability will be severely limited.

The Company’s business is dependent on laws pertaining to the marihuana industry.

Continued development of the marihuana industry is dependent upon continued legislative authorization of marihuana. While there may be ample public support for legislative authorization, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marihuana in Canada or in other jurisdictions, which would negatively impact the Company’s proposed business.

Additionally, many U.S. state laws are in conflict with the federal Controlled Substances Act, which makes marihuana use and possession illegal on a national level. While the Company does not intend to harvest, distribute or sell marihuana in the United States, it is unclear whether regulatory authorities in the United States would object to the registration or public offering of securities in the United States by the Company, to the status of the Company as a reporting company, or even to investors investing in or a United States-based parent company owning a subsidiary that engages in marihuana production and supply pursuant to the laws and authorization of the jurisdiction where the activity takes place. Any such objection or interference could delay indefinitely or increase substantially the costs to access the United States equity markets.

The marihuana industry faces strong opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the marihuana industry. The Company believes that the pharmaceutical industry may seek to block competitive products. For example, medical marihuana will likely adversely impact the existing market for the current “marihuana pill” sold by mainstream pharmaceutical companies. Further, the medical marihuana industry could face a material threat from the pharmaceutical industry, should marihuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marihuana movement. Any inroads the pharmaceutical industry could make in halting or impeding the marihuana industry could have a detrimental impact on the Company’s proposed business.

The Company may be unable to acquire the properties that are critical to its proposed business.

The Company’s business plan involves the acquisition of an initial property in Brampton, Ontario, as well as subsequent properties for the locations of its cultivation and processing facilities. The Company currently has an agreement in principal in place to acquire the property located in Brampton, Ontario. However, as of the date of this Current Report, the acquisition has not closed and the Company does not have in place nor a commitment as to the precise manner in which it will obtain the funds necessary to the complete the acquisition, whether through financing, leaseback or other arrangements. If the Company is unsuccessful in finalizing the manner in which it will complete the acquisition, the terms of such arrangements are unfavorable to the Company, or the Company is otherwise unable to complete the acquisition in a timely manner for reasons within or beyond our control, the agreement to acquire the Brampton, Ontario property may be terminated, resulting in the Company losing the opportunity to acquire the property. The Company has identified neither alternatives to the Brampton, Ontario property nor subsequent properties to expand its operations in accordance with its business plan. There can be no assurance that the Company will be able to identify alternative properties. Even if the Company were to identify satisfactory alternative properties, there can be no assurance that the Company will be able to reach an agreement to purchase these properties or finalize arrangements necessary to acquire the Brampton, Ontario property or an alternative property satisfactory to continue operations.

If we are unable to obtain additional funding, our business operations will be harmed.

We will require additional funds to operate our business and address all necessary infrastructure concerns. We anticipate that we will require a minimum of CAD $8,000,000 to fund our continued operations for the next twelve months and, more specifically, initiate the cultivation process. The inability to raise the required capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause the Company to become dormant. Any additional equity financing may involve substantial dilution to our then existing shareholders.

There is substantial doubt about our ability to continue as a going concern.

In their audit report with regard to the financial statements of Canada Cannabis Corp. as of March 31, 2014, our independent registered public accountants have expressed an opinion that substantial doubt exists as to whether we can continue as a going concern. Because we have limited cash resources, we believe that if we do not raise additional capital within the next 12 months, we may be required to suspend or cease the implementation of our business plan. As such we may have to cease operations and our investors could lose their entire investment. Accordingly, we may find it difficult or impossible to attract investors.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, access to capital and cost of capital.

If the condition of the credit and capital markets materially declines, we might not be able to obtain financing on terms we consider acceptable, if at all. In addition, traditional debt financing resources have been reluctant to engage with and lend to participants in the medical marihuana industry because of potential compliance issues for those parties caused by the continued criminalization of marihuana in many jurisdictions. Moreover, disruptions, weakness and/or volatility in domestic and global financial markets or economic conditions, generally, may increase the interest rates that lenders and commercial paper investors require us to pay and adversely affect our ability to finance our capital expenditures, through borrowings or alternative capital sources, such as other equity or debt offerings. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. Additionally, once we commence material operations, such conditions may significantly reduce our profitability and decrease our financial flexibility. Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by such factors. There can be no assurance that the Company will be able to obtain the capital needed to continue operations.

Limited access to the services of banks may adversely affect our ability to meet liquidity needs and function efficiently.

As discussed above, the use of marihuana is illegal under United States federal law and the law of many other jurisdictions. Therefore, there is a compelling argument that banks in these jurisdictions cannot accept for deposit funds from the medical marihuana industry and therefore cannot do business with us. Because of these limitations, we may have trouble finding a bank willing to accept our business. Banking regulators have provided minimal guidance to banks on the ability to conduct business with the medical marihuana industry and many legislative efforts have been undertaken to further clarify and permit banks to provide services to and transact business with the medical marihuana industry. To date, these legislative efforts have yet to succeed to clearly permitting banks to engage in business transactions with the medical marihuana industry and there can be no assurance such legislation will prove successful. In light of this, despite the guidance of some banking regulators, most banks remain hesitant to do business with the medical marihuana industry in the absence of actual legislation, concerned that banking regulators of the applicable jurisdictions may strictly enforce current prohibitions on banks handling funds generated from an activity that is illegal under federal law. Our inability to open accounts and otherwise use the service of banks may make it difficult for us to access capital or credit lines, meet our liquidity needs, and otherwise function efficiently and effectively as an operating business.

Our ability to sell products could be adversely affected by competition from new and existing licensed medical marihuana producers and by treatment or other non-marihuana based products which may be developed.

The commercial medical marihuana industry is quite new in Canada and is highly competitive and rapidly changing. Some of our principal competitors have already received a producer license from Health Canada, thus allowing them to commence cultivation of marihuana plants. These competitors may be able to bring their medical marihuana to market before we are able to and establish themselves as a supply source to authorized users. Additionally, as new strains of medical marihuana products enter the market, our products may become obsolete or a competitor’s products may be more effective or more effectively marketed and sold than ours. If we fail to establish, maintain and enhance a competitive position as a producer of high-quality medical marihuana effective at treating our customer’s conditions and symptoms, our customers may decide to use products developed by competitors which could result in a loss of revenues.

In addition, the development and commercialization of products outside of the medical marihuana industry could adversely affect sales of our product. For example, the development of safe and effective alternative pharmaceuticals or treatments regimens for the diseases or conditions that our medical marihuana products are designed to alleviate or treat, could reduce, or eventually eliminate the demand for our products and thereby result in a loss of revenues.

Our research, development and commercialization efforts may not succeed or our competitors may develop and commercialize more effective or successful diagnostic products.

In order to remain competitive, we must regularly commit substantial resources to research and development and the commercialization of new medical marihuana strains and products.

We believe that the research and development process will generally take a significant amount of time from inception to commercial product launch. This process is conducted in various stages. During each stage there is a substantial risk that we will not achieve our goals on a timely basis, if at all, and we may have to abandon a product in which we have invested substantial amounts.

Successful products require significant development and investment, including testing, to demonstrate their treatment effectiveness, cost-effectiveness or other benefits prior to commercialization. In addition, regulatory approval may be required before products may be sold. Additional development efforts on products requiring pre-approval may be required before any regulatory authority will review them. Regulatory authorities may not approve these products for commercial sale. In addition, even if a product is developed and all applicable regulatory approvals are obtained, there may be little or no market for the product. Accordingly, if we fail to develop commercially successful products, or if competitors develop more effective products or a greater number of successful new products, customers may decide to use products developed by our competitors. This would result in a loss of revenues and adversely affect our results of operations, cash flows and business.

If we lose our key personnel or are unable to attract and retain qualified personnel as necessary, our business could be harmed.

Our success will depend to a large extent upon the contributions of our executive officers, management, and sales, marketing, operations, horticultural and scientific staff. We may not be able to attract or retain qualified employees in the future due to the intense competition for qualified personnel among medical marihuana businesses.

If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will adversely affect our ability to effectively cultivate, harvest, process, sell and market our products, to meet the demands of our customers in a timely fashion, or to support internal research and development programs. Although we believe we will be successful in attracting and retaining qualified personnel, competition for experienced horticulturalists, scientists and other personnel from numerous industries, companies and academic and other research institutions may limit our ability to do so on acceptable terms.

We may be held liable for injuries resulting from the use of our products.

We may be held liable if any of our products is found to be the cause of, or a contributing factor in the cause of, injury of any type or is found otherwise unsuitable during product testing, cultivation, harvesting, processing, marketing, sale or usage. Although we intend to insure against such potential risks prior to implementation of the commercialization of our products, to the extent that insuring against such risks is possible and economically feasible and efficient, in our determination, this insurance may not fully cover potential liabilities. As we bring new products to market, we may need to increase such insurance coverage.

Efforts to consolidate, restructure or participate in mergers and acquisitions could adversely affect our business.

We may from time to time restructure and consolidate various aspects of our operations, or participate in strategic mergers or make acquisitions in order to achieve cost savings and other efficiencies and grow our Company. We may be required to obtain Health Canada approval or reapply for any licenses then issued to transfer certain operations to another location or consummate a merger or acquisition. This transfer or consolidation of operations and the need to obtain Health Canada approval or reapply for existing licenses could interfere with or delay our cultivation, harvesting, and processing activities and disrupt continued operations. If the Company deems the associated risks as being too great, we may even forgo such opportunities and reassess alternative avenues to reducing costs, maximizing efficiency, and/or growing the Company. Any delay in or disruption of operations, and in particular cultivation, harvesting, and processing operations, could result in increased costs or could delay or prevent us from selling certain products and thereby result in a loss of revenue.

Future acquisitions or investments could disrupt our ongoing business, distract our management, increase our expenses and adversely affect our business.

We may consider strategic acquisitions or investments as a way to expand our business in the future. These activities, and their impact on our business, are subject to the following risk factors:

•

Such acquisitions or investments may be subject to regulatory approval or the requirement to reapply for existing licenses issued by Health Canada or other regulatory authorities;

•

Suitable acquisitions or investments may not be found or consummated on terms that are satisfactory to us;

•

We may be unable to successfully integrate an acquired company’s personnel, assets, management systems and technology into our business;

•

Acquisitions may require substantial expense and management time and could disrupt our business;

•

An acquisition and subsequent integration activities may require greater capital resources than originally anticipated at the time of acquisition;

•

An acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’ percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired business;

•

An acquisition may result in the loss of existing key personnel or customers or the loss of the acquired company’s key personnel or customers;

•

The benefits to be derived from an acquisition could be affected by other factors, such as regulatory developments, general economic conditions and increased competition; and

•

An acquisition of a foreign business may involve additional risks, including not being able to successfully assimilate differences in foreign business practices or overcome language barriers.

The incurrence of one or more of the above or other factors may prevent us from achieving all or a significant part of the benefits expected from an acquisition or investment. This may adversely affect our financial condition, results of operations and ability to grow our business.

The use of sole supply sources for critical components of our production process could adversely affect our business.

If suppliers of certain products we utilize in our production process, such as marihuana seeds, plant nutrients and indoor lighting systems, are unable or unwilling to supply the required component, we would need to find another source for replacement products for use in our production process. Identifying and negotiating with replacement suppliers and obtaining the replacement supplies could require significant time to complete and may not occur at all. These events could either disrupt our ability to cultivate, harvest, process and sell our products or completely prevent us from doing so. Either event would have a material adverse effect on our results of operations, cash flows and business.

We may depend upon strategic partners to provide processing supplies or assist in developing and commercializing some of our products.

Although we intend to pursue some product opportunities independently, opportunities that require a significant level of investment for development and commercialization may necessitate involving one or more strategic partners. In particular, our cultivation strategy involves the use of efficient and effective indoor lighting systems provided by our affiliate, Growlite Canada, which we expect may involve the use of experimental lighting designs, as well as new, unproven lighting and other cultivation-related products which could have a material adverse effect on the effectiveness of our cultivation and ability to produce a high quality product that generate sales and revenue for the Company. In developing marihuana strains, the Company may engage corporate partners, universities, research laboratories, competing licensees and others for a more expansive research and development network. We may be required to transfer material rights to such strategic partners, licensees and others. While we expect that our future partners have and will have an economic motivation to succeed in performing their contractual responsibilities, the amount and timing of resources to be devoted to these activities will be controlled by others. Consequently, there can be no assurance that any revenues or profits will be derived from such arrangements.

Our success depends on our ability to protect our proprietary technology.

The medical marihuana industry places considerable importance on the development of proprietary production processes and cultivation modifications that produce marihuana strains and varieties and the ability to obtain patent, trademark, and trade secret protection, as well as other intellectual property rights, for new strains, varieties, products and processes. Our success depends, in part, on our ability to effectively protect our creations and maintain a strong intellectual property portfolio or obtain licenses to patents for products and technologies.

As appropriate, we intend to file patent applications and obtain patent protection for our proprietary processes and technology. These patent applications and patents will cover, as applicable, cultivation, harvesting and processing methods, methods and formula for developing new or hybrid marihuana strains or varieties, and apparatus relating to the cultivation, harvesting, or processing of our products. We will also rely on trade secrets, know-how, and continuing technological advancements to protect our proprietary processes and developments.

We have entered, and will continue to enter, into confidentiality agreements with our employees, consultants, advisors and collaborators. However, these parties may not honor these agreements and we may not be able to successfully protect our rights to unpatented trade secrets and know-how. Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets and know-how or obtain protection of such information and developments before we are able to do so.

We may engage employees, consultants or advisors, including scientific and management personnel, who were previously employed by or otherwise worked with competing companies. Although we intend to encourage and expect all of these parties to abide by any confidentiality agreement with respect to a prior employer or work relationship, competing companies may allege trade secret violations and similar claims against us.

We may collaborate with universities and governmental research organizations which, as a result, may acquire part of the rights to any developments or process information derived from collaboration with them. To facilitate efficient cultivation, harvesting or processing or commercialized marihuana products, we may need to obtain licenses to patents or other proprietary rights from other parties. Obtaining and maintaining such licenses may require the payment of substantial costs. In addition, if we are unable to obtain these types of licenses, our product development and commercialization efforts may be delayed or precluded.

A market for our products may not develop.

Our future success will depend, in part, on the market acceptance, and the timing of such acceptance, of new marihuana strains and varieties that we develop, cultivate and introduced in the future. To achieve market acceptance, we must make substantial marketing efforts and spend significant funds to inform potential customers and the public of the perceived benefits of these products. We currently have limited evidence on which to evaluate the market reaction to products that may be developed, and there can be no assurance that any products will meet with market acceptance and fill the market need that is perceived to exist.

Because new legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as well as the risks of liability to officers and directors, we may find it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. As a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.

There is currently a limited trading market for our common stock, which will limit the ability of our stockholders to liquidate their investment.

Only a small percentage of our outstanding shares of our common stock is registered and freely transferrable, and there has been no material market activity since inception of the Company. The rest of our outstanding shares of common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act of 1933, as amended (the “Securities Act”) and any other applicable federal or state securities laws or regulations. These market conditions and restrictions will limit the ability of our stockholders to liquidate their investment.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 95,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

The issuance of preferred stock could adversely affect the voting power or other rights of the holders of our common stock.

Our Articles of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our directors. Accordingly, our directors are empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

Our common shares may be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

	•	that a broker or dealer approve a person’s account for transactions in penny stocks; and

	•	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	•	obtain financial information and investment experience objectives of the person; and

	•	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

	•	sets forth the basis on which the broker or dealer made the suitability determination; and

	•	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not presently intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

For the indefinite future, we intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

You should consider the United States federal income tax consequences of owning our securities.

There are risks associated with the United States federal income tax consequences of owning our common stock. Because the tax consequences of owning our common stock are complex and certain tax consequences may differ depending on the holder's particular tax circumstances, each potential investor should consult with and rely on its own tax advisor about the tax consequences. In addition, there can be no assurance that the United States federal income tax treatment currently applicable to owning our common stock will not be modified by legislative, administrative, or judicial action that may have a retroactive effect. No representation or warranty of any kind is made with respect to the acceptance by the Internal Revenue Service or any court of law regarding the treatment of any item of income, deduction, gain, loss or credit by an investor on its tax return.

FINANCIAL INFORMATION

Liquidity and Capital Resources

We are a development stage company focused on developing our business in the medical marihuana industry in Canada. Our principal business objective for the next twelve (12) months will be to continue to develop our business plan and commence material operations. As we have not yet commenced material operations, we have not earned any revenue.

As of May 14, 2014, we had cash on hand of CAD $137,533.05 and USD $286,405.18 and current liabilities of CAD $138,000. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2014. There is no assurance that we will be able to achieve revenues sufficient to become profitable.

We anticipate that we will require a minimum of CAD $8,000,000 to fund our continued operations for the next twelve months.

We have incurred losses since inception and our ability to continue as a going-concern depends upon our ability to develop profitable operations and to continue to raise adequate financing. We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.

Results of Operations of CCC

As CCC was formed in the current year (January 20, 2014) and, and it has not yet commenced material operations, we have minimal operations to report and no comparable operations from prior fiscal reporting periods. To date, CCC’s operations have been focused mainly on setting up operations, fund raising, applying to obtain a license from Health Canada and preparation to commence material operations.

Results of the Period from Inception to March 31, 2014

Net cash used in operating activities. During the period from the Company’s inception to March 31, 2014, net cash used in operating activities was CAD $(1,171,071). The net cash used in operating activities for the period from inception to March 31, 2014 was primarily attributable to operating expenses related startup activities without current revenue.

Net cash used in investing activities . During the period from the Company’s inception to March 31, 2014, net cash used in investing activities was CAD $(4,000,000). The net cash used in investing activities for the period from inception to March 31, 2014 was a result of the investment in and loan to Growlite to obtain a 45% ownership interest therein.

Net cash provided by financing activities. During the period from the Company’s inception to March 31, 2014, net cash provided by financing activities was CAD $6,371,551. The net cash provided by financing activities for the period from inception to March 31, 2014 was a result of proceeds from the sale of common stock in CCC.

Selling, General and Administrative Expenses

Our operating expenses, consisting of selling, general and administrative expenses, were $1,054,768, for the period from inception to March 31, 2014. The expenses incurred were primarily consulting fees paid in relation to the executives of CCC and other consultants providing services.

Net Income

We had a net loss of CAD $(1,115,506) for the period from inception to March 31, 2014. The net loss is primarily attributable to operating expenses related startup activities without current revenue.

Inflation

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

Off Balance Sheets Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

PROPERTIES

The Company currently rents office space for its corporate office needs. The Company entered into a month-to-month lease with Keevil Co. on January 20, 2014 for a total annual rent of CAD $25,200, paid in monthly installments of CAD $2,100. The office space consists of 1,100 sq. ft. and is located at 2368 Lakeshore Road West, Oakville, Ontario, Canada L6L 1H5. The foregoing summary is not complete and is qualified in its entirety by reference to the complete text of the Lease Agreement, which is attached hereto as Exhibit 10.5.

Additionally, as discussed more in depth above under the “Business Overview” heading, CCC has entered into an Agreement of Purchase and Sale with I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd. pursuant to which CCC will purchase real property located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) for a total consideration of CAD $13,400,000. We expect to close the Purchase Agreement and consummate the purchase of the Brampton Property in on or about June 9, 2014, in accordance with an extension to the closing date granted pursuant to an Extension Letter dated May 16, 2014 in consideration of an additional deposit in the amount of CAD $300,000 paid by the Company to the Sellers. We are presently exploring a leaseback arrangement to finance much of the remaining portion of the Purchase Price, the terms of which are not yet finalized. We expect that the Brampton Property will be the location of our initial grow and production facility, as well as our corporate offices. The foregoing summaries of the Agreement of Purchase and Sale and Extension Letter are not complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement and Extension Letter, which are attached hereto as Exhibits 10.3 and 10.7.

We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 20, 2014, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company after giving full effect to the transactions contemplated by both the Merger Agreement and the Transfer Agreement.

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class

Benjamin Ward (1) 316-102 Bronte Road Oakville, Ontario L6L 3B7 Canada		102,564		7.66	%

John Esteireiro (1) (2) 209 Old Forest Hill Road Toronto, Ontario M6C 2H1 Canada		102,564		7.66	%

Peter Strang (1) (2) 28 Cedarbank Crescent Toronto, Ontario M3B 3A4 Canada		102,564		7.66	%

Silvio Serrano (1) (2) 33 Irwin Place Bradford, Ontario L3Z 0H7 Canada		102,564		7.66	%

All officers, directors, and beneficial owners as a group		410,256		30.66	%

(1)	The person listed is an officer and/or director of the Company

(2)	The person listed has been appointed as a director and will become a director upon compliance with Rule 14f-1 of the Exchange Act.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our current executive officers and directors and their ages are as follows:

Name	Age		Position
Benjamin Ward		34	President, CEO, Director
John Esteireiro		44	COO, Director (1)
Peter Strang		47	Vice President, Director (1)
Silvio Serrano		35	Vice President, Director (1)
Dale Rasmussen		64	Director (1)
Tatum L. Morita		33	Director

(1)	Appointment as director will become effective upon compliance with Rule 14f-1 of the Exchange Act

Set forth below is information relating to the business experience of each of our directors and executive officers.

Benjamin Ward

Benjamin Ward has served as the President, CEO and Director of the Company and its predecessor, CCC, since CCC’s inception on January 20, 2014. Mr. Ward is a management professional who has gained extensive experience in international development and community development organizations over the course of his career. Mr. Ward has served Joshua Gold Resources Inc. on the Company’s Board of Directors since June 4, 2010, and from December 23, 2010 through June 27, 2011, Mr. Ward served as the Company’s CFO and Treasurer. From June 2011 to present - Mr. Ward has served as President, CEO and Director of Joshua Gold Resources Inc. a position that he still holds. Mr. Ward was appointed as Chief Operating Officer (COO) of Sarissa Resources (OTCPK: SRSR) on September 19, 2013 and was also appointed as a Director of the Company at that time. Mr. Ward resigned his position as COO and as a Director of Sarissa Resources on May 12, 2014. From June 2009 through July 2011, Mr. Ward served as Executive Director of Kerr Street Community Services, a community development organization in Oakville, Ontario, Canada. Mr. Ward also served on the Advisory Board of Empower Global, a microfinance organization operating in Asia, Africa and the Caribbean, from September 2006 to July 2009.

Mr. Ward holds a Bachelors Degree from Heritage Baptist College and Theological Seminary and a Master of Business Administration from the Bradford University School of Management located in Bradford England.

John Esteireiro

John Esteireiro served as the COO of CCC from its inception to May 14, 2014 and currently serves as the COO of the Company as of May 14, 2014. Mr. Esteirerio will also serve as a Director of the Company pending compliance with Rule 14f-1 of the Exchange Act. Mr. Esteireiro has over 20 years’ experience in capital markets. He was a founding partner of Genuity Capital Markets, serving as its Head of Equity Trading, Managing Director, and a partner from its inception in January 2005. After Canaccord purchased Genuity Capital Markets in 2010, Mr. Esteireiro was Head of Trading and Managing Director for the combined firm of Canaccord Genuity until August 2013. Prior to that, he was the Head of Institutional Equity at Canadian Imperial Bank of Commerce as Managing Director from January 2000 to December 2004. Mr. Esteireiro holds a Bachelor of Commerce from the University of Toronto.

Peter Strang

Peter Strang has served as Vice President of Real Estate of the Company and its predecessor, CCC, since CCC’s inception on January 20, 2014. Mr. Strang also served as a Director of CCC from its inception until May 14, 2014 and will continue to serve as a Director of the Company pending compliance with Rule 14f-1 of the Exchange Act. Since January 1997, Mr. Strang has served as the President, CEO and Director of NAC Investments Ltd., his personal investment holding company principally involved in investment management. Previously, from March 2011 to June 2012, Mr. Strang served as a Director and consultant to Paymobile, Inc., a company providing mobile money transfer services.

Silvio Serrano

Silvio Serrano has served as Vice President of the Company and its predecessor, CCC, since CCC’s inception on January 20, 2014. Mr. Serrano will also serve as a Director of the Company pending compliance with Rule 14f-1 of the Exchange Act. Mr. Serrano has extensive experience with onsite manufacturing management. Mr. Serrano is the founder of Growlite Canada (“Growlite”) and currently the owner of 55% of the ownership interest in Growlite and is Growlite’s President, CEO and sole director. From 2010 to 2014, Mr. Serrano held the position of director with Teknika Group, a lighting supplier. Prior to that, from 2008 to 2010, he served as the plant manager for stone manufacturer, Uniform Custom Countertops, Inc. and from 2000 to 2008, Mr. Serrano held the position of plant manager with Onyx, a stone manufacturer.

Dale Rasmussen

Dale Rasmussen will serve as a Director of the Company pending compliance with Rule 14f-1 of the Exchange Act. He has more than 25 years of experience in the Energy and Alternative Energy Industries. He is considered a leading authority in this area. During his career, Mr. Rasmussen has served on the Board of over a dozen private and public companies (serving as the Chairman of three). Three companies that were co-founded by Mr. Rasmussen reach market capitalization of over half a billion U.S. dollars each.

Mr. Rasmussen is currently the Chairman of Digi Holdings. He is also a board member of West Mountain Gold, a publicly traded company, and Greenwood Energy. Mr. Rasmussen severs as a consultant to several other growth companies either considering or on the path to becoming publicly traded enterprises. Mr. Rasmussen served as the Chairman of the Board of Quantum Fuel System Technologies Worldwide from 2002 to 2012, and served on its Board of Directors beginning in 2000. Mr. Rasmussen’s responsibilities with Quantum included acquisitions, joint venture, strategic alliances and investor and shareholder relations. Mr. Rasmussen was a founding member of the Board of Directors of Fisker Automotive and served as the Chairman of the Board since its formation in November 2007 until February 2010. Fisker Automotive was co-founded by Quantum and Henrick Fisker and was awarded a $528.7 million loan by the U.S. Department of Energy to develop and manufacture plug-in hybrid vehicles, including the Fisker Karma. Mr. Rasmussen was the Senior Vice President and Secretary of IMPCO Technologies (now Fuel Systems Solutions) from 1989 through 2005, joining the company in 1984 as Vice President of Finance and Administration and Corporate Secretary. IMPCO was the parent company of Quantum Technologies prior to its spin-off in 2002. While at IMPCOI, Mr. Rasmussen’s area of expertise was mergers and acquisitions, strategic planning and investor relations. During his years at IMPCO, the company experiences a compound annual growth rate of approximately 30 percent. Prior to joining IMPCO, Mr. Rasmussen was a commercial banker for twelve years at two banks where he was responsible for managing the banks’ investment portfolio, branch and corporate development and served as the corporate secretary. Mr. Rasmussen is a graduate of Western Washington University, where he received the award as marketing student of the year. He is also a graduate of Pacific Coast Banking School, University of Washington.

Tatum Morita

Tatum Morita has served as a Director of the Company since she founded the Company in August 2011. She will remain as a Director of the Company until the appointments of replacement Directors are final upon compliance with Rule 14f-1 of the Exchange Act. Additionally, until May 20, 2014, Ms. Morita served as the President, CEO and CFO of the Company. Ms. Morita has also been involved in the residential real estate market as a realtor and investor for ten years. Currently, she is a realtor at Atkins Real Estate since January 2011, and was a realtor at Believe It Realty from June 2009 to January 2011, and at Rector-Hayden Realty from November 2003 to June 2009. Ms. Morita’s family has extensive experience in the precious metals business, the prior business of the Company. Ms. Morita holds a B.A. degree in communications from the University of Kentucky.

Board Committees

To date, our board of directors has not created an audit committee, compensation committee, and nominations and governance committee. Our board of directors intends to create the aforementioned committees during fiscal 2014 in compliance with established corporate governance requirements. To date, our full board of directors has performed all of the functions of these committees.

Significant Employees

None.

Family Relationships

There are no family relationships between the directors and executives.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of our Company during the past ten years.

EXECUTIVE COMPENSATION

We reimburse our directors for expenses incurred in connection with attending board meetings but we do not pay our directors fees or other cash compensation for services rendered as a director.

Our executive officers are currently earning compensation. The following table sets forth information, with respect to Parallax, concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

CCC Summary Compensation Table

Name and Principal Position	Year	Salary ($) (3)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($) (3)
Benjamin Ward, CEO, President and Director	2014 (1)		120,000		—		—		—		—		—		—		120,000
John Esteireriro, COO and Director (2)	2014 (1)		120,000		—		—		—		—		—		—		120,000
Peter Strang, VP and Director (2)	2014 (1)		120,000		—		—		—		—		—		—		120,000
Silvio Serrano, VP and Director (2)	2014 (1)		120,000		—		—		—		—		—		—		120,000

(1)

CCC was not formed until January 20, 2014. Therefore, no historical compensation numbers exist from prior years. The amounts reflected in the summary compensation table are the amounts each individual is expected to earn for services rendered to the Company pursuant to their respective agreements throughout the entire current calendar year.

(2)	These individuals have been appointed directors of the Company effective as of compliance with Rule 14f-1 of the Exchange Act.

(3)	Salary and Total Compensation expressed in CAD.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by our Company for the benefit of our employees.

Consulting Agreements

On January 21, 2014, Canada Cannabis Corp. entered into Consulting Agreements with each of Benjamin Ward, John Esteireiro, Peter Strang, Silvio Serrano, and Mariana Bracic (the “Consulting Agreements”). Pursuant to the terms of the Consulting Agreements, each of the consultants will provide certain services to CCC customary to that consultant’s position. Such services will be provided at the direction of the Company’s CEO or, in the case of Benjamin Ward, at the direction of the Company Board of Directors. The Consulting Agreements are substantially similar and a representative form of the Consulting Agreements is attached hereto as Exhibit 10.6.

Employment Agreement

On March 21, 2014, Canada Cannabis Corp. entered into an Employment Agreement with Benjamin Ward (the “Employment Agreement”). The Employment Agreement replaces the Consulting Agreement Mr. Ward entered into with the Company on January 21, 2014, which terminated with execution of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Ward continues in his role as CEO with a salary of CAD $120,000 per year, in addition to being eligible to earn achievement based bonuses in the discretion of the Board of Directors. CCC may terminate Mr. Ward’s employment for convenience upon one year’s written notice, or by payment in lieu of notice of one year of salary. Additionally, Mr. Ward’s Employment Agreement includes confidentiality and non-compete provisions prohibiting him from competing with the Company for the greater of (i) a six month period from the date of termination of employment, or (ii) a period beginning on the date of termination and ending on the day when he is entitled to receive his final remuneration from the Company. The foregoing summary is not complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, which is attached hereto as Exhibit 10.8.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

On March 31, 2014, CCC entered into an investment agreement and loan agreement (collectively, the “Growlite Investment Agreement”) with 2393245 Ontario Inc. c.o.b. Growlite Canada (“Growlite”) and Silvio Serrano (“Serrano”), the owner of 100% of Growlite. Pursuant to the terms of the Growlite Investment Agreement, CCC obtained a 45% ownership interest in Growlite in consideration of making a combined debt and equity investment in the amount of CAD $4,000,000. Silvio Serrano is currently the owner of 55% of the ownership interest in Growlite and is Growlite’s President, CEO and sole director. Mr. Serrano also holds 7.66% of the Company’s common stock, is currently a Vice President of the Company and has been appointed as a Director of the Company, which appointment will be effective as of compliance with Rule 14f-1 of the Exchange Act.

In February 2014, John Esteireiro, a founding shareholder advanced a short-term loan in the amount of $500,000 to CCC to cover operational expenses. The loan was paid in full in March 2014, including interest paid in the amount of approximately $2,000. Mr. Esteireiro owns 7.66% of the Company’s common stock and is a Director and the COO of the Company.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

LEGAL PROCEEDINGS

Presently, there are not any material pending legal proceedings to which we are a party or as to which any of our property is subject, and we do not know nor are we aware of any legal proceedings threatened or contemplated against us.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The common stock in Canada Cannabis Corp. is not trading on any stock exchange and has never been listed on any exchange. We are not aware of any market activity in CCC stock since our inception and through the date of this filing.

The Company’s common stock qualified for quotation on the OTC Bulletin Board under the symbol GPAY as of April 3, 2013. The Company’s common stock continues to be so qualified.

Holders

As of May 20, 2014, immediately after giving effect to the transactions contemplated by the Merger Agreement and Transfer Agreement, there were approximately 123 record holders of 1,338,289 shares of our Common Stock.

Dividends

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividend, if any, will be within the discretion of our sole director. We presently intend to retain all earnings, if any, for use in our business operations and accordingly, our sole director does not anticipate declaring any dividends prior to a business combination.

Immediately after the closing of the Merger Agreement and Transfer Agreement, our Board of Directors declared a stock dividend of 19.5 shares of our common stock for every share of our common stock held as of the record date of the Closing Date, after taking into effect the stock exchanges and acquisitions effected by the Merger Agreement and Transfer Agreement (the “Stock Dividend”).

Securities Authorized for Issuance Under Equity Compensation Plans

We do not currently have any compensation plans or arrangements under which equity securities of the Company are authorized for issuance.

Certain Securities Transactions

The Company has been informed that existing holders of some of the Company’s registered securities may have contracted to sell their shares on a private basis. The Company is not aware of the terms of such transactions, and neither the Company nor any of its affiliates are parties to such transactions.

RECENT SALES OF UNREGISTERED SECURITIES

On May 20, 2014, the Company acquired 100% of the issued and outstanding shares of common stock of CCC in exchange for the issuance of 1,004,939 shares of our common stock, par value $0.000001.

On May 20, 2014, the Company acquired the 4,000,000 shares of Company common stock held by Tatum Morita, the Company’s founder, a current Director and former President, CEO and CFO. The shares were returned to the treasury of the Company.

Immediately after the closing of the Merger Agreement and Transfer Agreement, we sold an aggregate of 6,185 shares of our common stock to investors in a private placement transaction in consideration of an aggregate amount of $361,698 paid by the investors to the Company.

The transactions describe above and the shares of common stock involved were exempt from registration provided by Section 4(2) of the Securities Act.

DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Common Stock

The authorized capital stock of our Company consists of 95,000,000 shares of Common Stock, par value $0.000001 per share, of which there are 1,338,289 issued and outstanding immediately after giving effect to the transactions consummated by the Merger Agreement and Transfer Agreement.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. Our stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. Our stockholders do not have cumulative or preemptive rights.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of Preferred Stock, par value $0.000001 per share, with designations, rights and preferences including rights to dividend, liquidation, conversion, voting, or other rights determined from time to time by our Board of Directors, without shareholder approval. Up to this point in time, we have not designated or issued any shares of Preferred Stock.

This description of certain matters relating to our securities is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation and By-Laws, which have been included as an exhibit in previously filed reporting documents.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Ninth Article VIII of our Certificate of Incorporation provides that the corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for in our Certificate of Incorporation shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 145 of the General Corporation Law of the State of Delaware provides, with limited exceptions, that :

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:

(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or

(2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or

(3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

(4) By the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

At this time, we do not have any changes in and disagreements with accountants and financial disclosures to report.

As of the date of this Current Report, Canadian Dollars expressed in this Item 2.01 convert to U.S. Dollars in the approximate amounts reflected in the following table (CAD $1 = USD $0.917):

CAD		USD		CAD		USD
$	5	$	4.57	$	1,000,000	$	917,197.89
$	15	$	13.76	$	1,115,506	$	1,023,139.75
$	2,000	$	1,834.51	$	1,171,071	$	1,074,103.85
$	2,100	$	1,926.23	$	1,650,000	$	1,513,374.86
$	25,200	$	23,114.36	$	3,000,000	$	2,751,590.66
$	120,000	$	110,068.39	$	4,000,000	$	3,668,787.55
$	137,533.05	$	126,318.69	$	6,371,551	$	5,843,966.74
$	138,000	$	126,734.36	$	8,000,000	$	7,337,782.13
$	500,000	$	458,618.30	$	13,400,000	$	12,290,785.06

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth above under “Item 2.01” of this Current Report under the heading “Recent Sales of Unregistered Securities”, which disclosure is incorporated herein by reference.

Item 5.01 Changes in Control of the Registrant.

Reference is made to the disclosure set forth above under “Item 1.01” of this Current Report, which disclosure is incorporated herein by reference. Other than the transactions and agreements disclosed in “Item 1.01,” we know of no arrangements, which may result in a change in control at a subsequent date.

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

Pursuant to the terms of the Merger Agreement, the current officers and directors of the Company resigned, each effective immediately with the exception of Ms. Morita’s resignation as a director, which will be effective upon compliance with Rule 14f-1 under the Exchange Act. Mr. Benjamin Ward was appointed to serve as a Director and as the CEO and President of the Company, effective immediately. Additionally, Mr. John Esteireiro was appointed to serve as the Company’s COO and Mr. Peter Strang and Mr. Silvio Serrano were appointed as Vice Presidents, each effective immediately. Finally, Mr. Esteireiro, Mr. Strang, Mr. Serrano and Mr. Dale Rasmussen were appointed to serve as Directors of the Company, which appointments will be effective upon compliance with Rule 14f-1 under the Exchange Act.

For certain biographical and other information regarding the newly appointed directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired: The information required by this item will be filed by an amendment to this Current Report no later than 71 calendar days after the date that the initial Current Report on Form 8-K with respect to the transaction consummated by the Merger Agreement must be filed.

(b) Pro forma financial information: The information required by this item will be filed by an amendment to this Current Report no later than 71 calendar days after the date that the initial Current Report on Form 8-K with respect to the transaction consummated by the Merger Agreement must be filed.

(d) Exhibits:

Exhibit		Description

2.1		Merger Agreement, by and among the Company, 2418146 Ontario Inc. and Canada Cannabis Corp., entered into on May 14, 2014

2.2		Business Transfer and Indemnity Agreement by and between the Company and Tatum L, Morita, entered into on May 14, 2014

2.3		Articles of Amalgamation

10.1		Acquisition Agreement, by and among Canada Cannabis Corp., 2393245 Ontario Inc. c.o.b. Growlite Canada and Silvio Serrano, entered into on March 31, 2014

10.2		Loan Agreement, by and between Canada Cannabis Corp. and 2393245 Ontario Inc. c.o.b. Growlite Canada, entered into on March 31, 2014

10.3		Agreement of Purchase and Sale, by and among Canada Cannabis Corp., I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd., entered into on April 1, 2014

10.4		Consulting Agreement, by and between Canada Cannabis Corp. and Advanced Cannabis Solutions Consulting, entered into on March 1, 2014

10.5*		Lease Agreement, by and between Canada Cannabis Corp. and Keevil Co., entered into on January 20, 2014

10.6		Consulting Agreement, in the form entered into by and between Canada Cannabis Corp. and each of Benjamin Ward, John Esteireiro, Peter Strang, Silvio Serrano, and Mariana Bracic, each dated January 21, 2014

10.7		Extension Letter, by and among Canada Cannabis Corp., I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd., entered into on May 16, 2014

10.8		Employment Agreement, entered into by and between Canada Cannabis Corp. and Benjamin Ward, dated March 21, 2014

* To be provided in a subsequent supplemental filing

SIGNATURES

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

	Gold Party Payday, Inc.
	(Registrant)

Date: May 20, 2014	By:	/S/ Benjamin Ward
		Benjamin Ward CEO, President, and Director

MERGER AGREEMENT

among

CANADA CANNABIS CORP.

and

GOLD PARTY PAYDAY, INC.

and

2418146 ONTARIO INC.

dated as of

May 14, 2014

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	1

Section 1.01 Definitions	1

Section 1.02 Tender	5

Section 1.03 Interpretation	5

Section 1.04 Headings	5

Section 1.05 Schedules	5

ARTICLE II AMALGAMATION	5

Section 2.01 Amalgamation	5

Section 2.02 Effect of Amalgamation	6

Section 2.03 Directors and Officers	6

Section 2.04 Treatment of Securities	7

Section 2.05 Fractional Shares	7

Section 2.06 Certificates	7

Section 2.07 Stated Capital	8

Section 2.08 Articles of Amalgamation	8

ARTICLE III CLOSING; MISCELLANOUS	8

Section 3.01 Closing	8

Section 3.02 Restrictions on Securities	9

Section 3.03 Dissenting Shareholders	9

Section 3.04 Adjustments	9

Section 3.05 Withholding Rights	10

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GPAY AND GPAY SUBCO	10

Section 4.01 Organization; Standing and Power; Charter Documents; Minutes; Subsidiaries	10

Section 4.02 Capital Structure	11

Section 4.03 Authority; Non-contravention; Governmental Consents	12

Section 4.04 SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act Compliance	14

Section 4.05 Absence of Certain Changes or Events	16

Section 4.06 Taxes	17

Section 4.07 Intellectual Property	18

Section 4.08 Compliance; Permits	19

Section 4.09 Litigation	20

Section 4.10 Brokers’ and Finders’ Fees	20

Section 4.11 Related Party Transactions	20

Section 4.12 Employee Matters	20

Section 4.13 Real Property and Personal Property Matters	22

Section 4.14 Material Contracts	22

ARTICLE V REPRESENTATIONS AND WARRANTIES OF CCC	24

Section 5.01 Organization	24

Section 5.02 Authority; Non-contravention; Governmental Consents	24

Section 5.03 Legal Proceedings	25

Section 5.04 Board Approval	25

Section 5.05 Financial Statements	25

Section 5.06 Absence of Certain Changes or Events	25

Section 5.07 Compliance; Permits	26

Section 5.08 Brokers’ and Finders’ Fees	26

Section 5.09 Related Party Transactions	26

Section 5.10 Material Contracts	26

ARTICLE VI COVENANTS	28

Section 6.01 Conduct of Business of GPAY and CCC	28

Section 6.02 Other Actions	30

Section 6.03 Access to Information	30

Section 6.04 Notices of Certain Events	30

Section 6.05 Reasonable Best Efforts	31

Section 6.06 Public Announcements	32

Section 6.07 Takeover Statutes	32

Section 6.08 Section 16 Matters	32

Section 6.09 Further Assurances.	32

ARTICLE VII CONDITIONS	32

Section 7.01 Conditions to Each Party’s Obligation to Effect the Amalgamation	32

Section 7.02 Conditions to Obligations of GPAY and GPAY Sub	33

Section 7.03 Conditions to Obligation of the Company	34

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER	35

Section 8.01 Termination By Mutual Consent	35

Section 8.02 Termination By Either Parent or the Company	35

Section 8.03 Termination By Parent	35

Section 8.04 Termination By the Company	35

Section 8.05 Notice of Termination; Effect of Termination	36

Section 8.06 Amendment	36

Section 8.07 Extension; Waiver	36

Article IX MISCELLANEOUS	36

Section 9.01 Interpretation; Construction	36

Section 9.02 Survival	36

Section 9.03 Governing Law; Jurisdiction	37

Section 9.04 Notices	37

Section 9.05 Entire Agreement	38

Section 9.06 No Third Party Beneficiaries	38

Section 9.07 Severability	38

Section 9.08 Assignment	38

Section 9.09 Counterparts; Effectiveness	38

iii

MERGER AGREEMENT

This Merger Agreement (“ Agreement ”) is entered into as of May 14, 2014 (the “ Execution Date ”), by and among Canada Cannabis Corp., a corporation organized under the laws of the Province of Ontario, Canada (“ CCC ”), Gold Party Payday, Inc., a Delaware corporation (“ GPAY ”), and 2418146 Ontario Inc., a wholly-owned Subsidiary corporation of GPAY organized under the laws of the Province of Ontario, Canada (“ GPAY Subco ”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.

RECITALS

WHEREAS, CCC and GPAY Subco have agreed to amalgamate pursuant to section 175 of the Business Corporations Act (Ontario) and for such purpose GPAY has agreed to issue certain of its securities from treasury to the shareholders of CCC;

WHEREAS, the Board of Directors of CCC (the “ CCC Board ”) has unanimously (a) determined that it is in the best interests of CCC and its shareholders, and declared it advisable, to enter into this Agreement with GPAY and GPAY Subco, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Amalgamation, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the shareholders of CCC;

WHEREAS, the respective Boards of Directors of GPAY and GPAY Subco (collectively, the “ GPAY Board ”) have each unanimously (a) determined that it is in the best interests of GPAY and GPAY Subco and the shareholders of each, and declared it advisable, to enter into this Agreement with CCC, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Amalgamation, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the sole shareholder of GPAY Subco; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Amalgamation and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Amalgamation.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Definitions

Section 1.01 D e f i n i t i on s . In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following words and terms set forth in this Article I shall have the following meanings:

“ A ffi l i a t e ” means an affiliated body corporate within the meaning of the OBCA.

“ Amalco ” means the amalgamated corporation formed by the Amalgamation of the Amalgamating Corporations.

“ A m a l ga m a t i ng C orp o ra t i on s ” means CCC and GPAY Subco.

“ A m a l ga m a t i o n ” means the amalgamation of CCC and GPAY Subco pursuant to this Agreement and in accordance with the OBCA.

“ Amalgamation Agreement ” means the form of amalgamation agreement to be entered into between GPAY Subco and CCC in accordance with the terms hereof, in substantially the form set forth in Schedule “A” hereto;

“ B u s i n e ss D a y ” means a day other than a Saturday or Sunday on which the principal commercial banks located in Toronto, Ontario, are open for business during normal banking hours.

“ CCC S h are h o l d er s ” means all of the shareholders of CCC Shares.

“ CCC S h a r e s ” means the fully paid and non-assessable common shares in the capital of CCC as of the Execution Date.

“ C er t i fi c a te ” means the certificate of amalgamation issued by the Director in respect of the Amalgamation.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto.

“ Contracts ” means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, leases or other binding instruments or binding commitments, whether written or oral.

“ D i r e c t o r ” means the Director appointed under the OBCA.

“ D i s s en t i ng CCC Sh a r e s ” means the CCC Shares held by Dissenting Shareholders.

“ D i s s en t i ng S h a reh o l de r ” means a registered holder of CCC Shares who validly exercises the right of dissent available to such holder under Section 185 of the OBCA in respect of the special resolution approving the Amalgamation.

“ E f f e c t i ve D a t e ” means the date of amalgamation as set forth in the Certificate.

“ E x change S h are s ” means GPAY Shares which are to be newly issued from the treasury of GPAY to the CCC Shareholders.

“ G over n m en t al E n t it y ” means any: (i) national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) subdivision, agent, commission board or authority of any of the foregoing; or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“ GPAY Equity Award ” means a GPAY Share Option or a GPAY Share Award or a phantom share award, as the case may be.

“ GPAY ' s F i na n c i a l S t a te m en t s ” means the financial statements of GPAY as filed with the SEC in GPAY’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

“ GPAY IP Agreements ” means all licenses, sublicenses, consent to use agreements, covenants not to sue and permissions and other Contracts, including the right to receive royalties or any other consideration, whether written or oral, relating to Intellectual Property and to which GPAY or any of its Subsidiaries is a party or under which GPAY or any of its Subsidiaries is a licensor or licensee.

“ Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the respective business, results of operations, prospects, condition (financial or otherwise), or assets of GPAY, its Subsidiaries or CCC, taken as a whole, or (ii) the ability of either of GPAY, GPAY Subco, or CCC to consummate the transactions contemplated hereby on a timely basis; provided, however, that, for the purposes of clause (i), a Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement; (c) any outbreak or escalation of war or any act of terrorism; or (d) general conditions in the industry in which GPAY, its Subsidiaries, or CCC operate; provided further, however, that any event, change and effect referred to in clauses (a), (c) or (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on GPAY, its Subsidiaries, or CCC, taken as a whole, compared to other participants in the respective industries in which GPAY, its Subsidiaries, or CCC conduct their businesses.

“ GPAY-Owned IP ” means all Intellectual Property owned or purported to be owned by the GPAY or any of its Subsidiaries.

“ GPAY S h a r e s ” means the common shares in the capital of GPAY of which 4,333,350 are issued and outstanding as at the date of this Agreement.

“ Intellectual Property ” means all intellectual property and other similar proprietary rights in any jurisdiction worldwide, whether registered or unregistered, including such rights in and to: (a) patents (including all reissues, divisions, provisionals, continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent rights (“ Patents ”); (c) copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any "moral" rights (“ Copyrights ”); (d) trademarks, service marks, trade names, business names, logos, trade dress, certification marks and other indicia of commercial source or origin together with all goodwill associated with the foregoing, and all registrations, applications and renewals for any of the foregoing (“ Trademarks ”); (e) trade secrets and business, technical and know-how information, databases, data collections and other confidential and proprietary information and all rights therein (“ Trade Secrets ”); (f) software, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other software-related specifications and documentation (“ Software ”); and (g) Internet domain name registrations.

“Knowledge ” means, when used with respect to GPAY or CCC, the actual or constructive knowledge of any respective officer or director, after due inquiry.

“ Laws ” means any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.

“ Liability ” shall mean any liability, indebtedness or obligation of any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise, and whether or not required to be recorded or reflected on a balance sheet under GAAP).

“ Liens ” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.

“ O B CA ” means the Bu s i ne s s C o rpo r a t i ons A c t (Ontario), as amended, including the regulations promulgated thereunder.

“ Person ” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity and other entity and group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act).

“ S ecu r i t i es A c t ” means the United States Securities Act of 1933, as amended.

“ Subsidiary ” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.

“ T ax A c t ” means the I n co m e Tax A ct (Canada), as it may be amended from time to time, and any successor thereto. Any reference herein to a specific section or sections of the Tax Act, or regulations promulgated thereunder, shall be deemed to include a reference to all corresponding provision of future law.

“ T ax L a ws ” shall mean the Tax Act and any applicable provincial, or foreign income taxation statute(s), as from time to time amended, and any successors thereto.

“ Tax Returns ” means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with or provided to any taxing authority in respect of Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“ T hi r d P a r ty ” means any Person other than the parties to this Agreement.

“ Transfer Agent ” means VStock Transfer, LLC.

“ Treasury Regulations ” means the treasury regulations promulgated under the Code.

Section 1.02 T ender. Any tender of documents or money hereunder may be made upon the counsel for each party and money may be tendered by bank draft or by certified cheque.

Section 1.03 Interpretation. The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The singular includes the plural and the plural includes the singular, as the circumstances dictate. Words imparting gender shall include all genders.

Section 1.04 H ea d i ngs. Article and Section headings contained in this Agreement are included solely for convenience, are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement or affect the construction or interpretation of any provision hereof.

Section 1.05 Sched ul e s . The Schedules to this Agreement shall be construed with and be considered an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. The following Schedule is attached hereto:

Schedule “A” Amalgamation Agreement.

ARTICLE II

Amalgamation

Section 2.01 A m a l g a m a ti o n . The Amalgamating Corporations hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA upon the terms and conditions hereinafter set out. Each of CCC and GPAY acknowledge and agree that (i) the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) the receipt of all regulatory approvals; and (b) the receipt of all applicable approvals of the Amalgamation by the shareholders of each of CCC and GPAY Subco. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein contained, each of CCC, GPAY Subco and GPAY covenant and agree to:

(a) Cause CCC and GPAY Subco to enter into the Amalgamation Agreement forthwith after receipt of all applicable regulatory approvals and the requisite approvals of the shareholders of each of CCC and GPAY Subco to the Amalgamation, all as further set forth herein;

(b) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation;

(c) use all commercially reasonable efforts to obtain all applicable shareholder and regulatory approvals and file articles under the OBCA in connection with the completion of the Amalgamation to give effect thereto; and

(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Section 2.02 E ff e c t o f A m a l g a m a t i o n . On the Effective Date, in accordance with the OBCA:

(a) the Amalgamating Corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in the Amalgamation Agreement;

(b) the Amalgamating Corporations cease to exist as entities separate from Amalco;

(c) Amalco possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations;

(d) a conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against the Amalco;

(e) the articles of amalgamation are deemed to be the articles of incorporation of the Amalco and the certificate of amalgamation is deemed to be the certificate of incorporation of the Amalco;

(f) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective;

Section 2.03 Directors and Officers. As of the Effective Date, the directors and officers of GPAY as of the Execution Date, in each case, and the directors and officers of GPAY Sub as of the Execution Date, in each case, shall resign, which resignations shall be effective immediately, except that the resignation of one such director shall be effective only upon compliance with Rule 14f-1. The continuing director shall be indemnified by GPAY and Amalco with respect to all matters occurring after the Effective Date, and shall receive $1,000 compensation for such service (and $1,000 compensation for any succeeding month of service as a director of GPAY after the initial 30-day period immediately following the Effective Date). As of the Effective Date, Benjamin Ward shall be appointed as a director of GPAY. Effective upon compliance with Rule 14f-1, the board of each of GPAY and Amalco shall be reconstituted to add the following four (4) directors until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the respective certificates of incorporation and by-laws of GPAY or Amalco: Peter Strang, John Esteireiro, Sil Serrano and Dale Rasmussen. As of the Effective Date, such resigning officers of GPAY shall be replaced by nominees of CCC, including the appointment of Benjamin Ward as President and Chief Executive Officer (in each case subject to the receipt of applicable regulatory approvals).

Section 2.04 T rea t m e n t o f S ecu r i t i e s . Subject to Section 3.03 hereof, on the Effective Date:

(a) each issued and outstanding GPAY Subco Share shall be converted into one fully paid common share of Amalco (“ Amalco Share ”);

(b) subject to Section 2.05 , GPAY shall issue fully paid, non-assessable Exchange Shares to CCC Shareholders at a ratio of one (1) Exchange Share for each nineteen and one-half (19.5) fully paid and non-assessable CCC Shares issued and outstanding as of the execution of this Agreement (“ Amalgamation Consideration ”), and all such CCC Shares shall thereafter be cancelled; and

(c) CCC Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by Section 2.04(b) . However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the Act or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a shareholder of CCC are otherwise reinstated, such Dissenting Shareholder’s Dissenting CCC Shares shall thereupon be deemed to have been exchanged for Exchange Shares, which shall be issuable to such CCC Shareholder, as of the Effective Date as prescribed by Section 2.04(b) .

Section 2.05 F r a c t i on a l S h a r e s . Notwithstanding Section 2.04 of this Agreement, no fractional Exchange Shares will be issuable to CCC Shareholders pursuant to the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Any such fractional interest in a Exchange Share to which a CCC Shareholder would otherwise be entitled pursuant to the Amalgamation will be rounded down to the nearest whole Exchange Share.

Section 2.06 C er t i f i ca t e s . On the Effective Date:

(a) the CCC Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting CCC Shares) shall be deemed to be the registered holders of the Exchange Shares to which they are entitled hereunder. With respect to any CCC Shareholder which has previously taken delivery of certificates representing such holder’s CCC Shares, such holder shall be required to deliver and surrender to the Transfer Agent such certificates representing all such CCC Shares which have been exchanged for the Exchange Shares in accordance with Section 2.04(b) , and such other documentation as may be required by the Transfer Agent, following which the Transfer Agent shall, as soon as practicable, issue to such CCC Shareholder certificates representing the number of Exchange Shares to which such holder is entitled. With respect to any CCC Shareholder which has not previously taken delivery of certificates representing such holder’s CCC Shares, the Transfer Agent shall, as soon as practicable, issue to such CCC Shareholder certificates representing the number of Exchange Shares to which such holder is entitled without any further action on the part of such CCC Shareholder;

(b) GPAY, as the registered holder of the GPAY Subco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and, upon surrender of the certificates representing such GPAY Subco Shares to Amalco, GPAY shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as set forth in Section 2.04 ; and

(c) share certificates evidencing CCC Shares shall cease to represent any claim upon or interest in CCC or Amalco other than the right of the registered holder to receive pursuant to the terms hereof and the Amalgamation, Exchange Shares in accordance with Section 2.04 .

Section 2.07 Sta t ed C a p i t a l . The amount to be added to the stated capital account maintained in respect of the Amalco Shares in connection with the issue of Amalco Shares under Section 4 hereof on the Effective Date shall be the amount which is the sum of the stated capital of the issued and outstanding CCC Shares and of the stated capital of the issued and outstanding GPAY Subco Shares immediately prior to the Amalgamation.

Section 2.08 A r ti c l e s o f A m a l g a m a t i o n . Upon the CCC Shareholders, the sole shareholder of GPAY Subco and, as required, the GPAY Shareholders, approving the Amalgamation on the terms and subject to the conditions set forth in this Agreement, in each case in accordance with applicable law, and provided that the conditions to the completion of the Amalgamation specified in in Article VII hereof have then been satisfied or waived (to the extent such waiver is permitted hereunder), but in no event later than the Closing Date (as defined below), CCC and GPAY Subco shall jointly file with the Director, articles of amalgamation, in duplicate, in the prescribed form providing for the Amalgamation and such other documents as may be required pursuant to the OBCA.

ARTICLE III

Closing; Miscellanous

Section 3.01 Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Amalgamation (the “ Closing ”) will take place at 2 P.M., Toronto time, as soon as practicable (and, in any event, within three (3) Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Amalgamation set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at location mutually agreed by the parties hereto, and may be conducted remotely by the electronic exchange of documents. The actual date of the Closing is hereinafter referred to as the “ Closing Date ”.

Section 3.02 R e st r i c ti o n s on Sec u r i t i es . The parties acknowledge and agree that the Exchange Shares to be issued to the CCC Shareholders located in Canada pursuant to this Agreement will be subject to compliance with applicable securities Laws. The issuance of the Exchange Shares to CCC Shareholders located in the United States pursuant to this Agreement shall be conditional on the availability of an exemption from the registration requirements of the U.S. Securities Act, and such Exchange Shares shall be "restricted securities" as such term is defined in Rule 144 under the U.S. Securities Act, and shall bear a legend to that effect.

Section 3.03 D i s s e n ti ng S h a r eho l d er s . CCC Shareholders who validly exercise their dissent rights in connection with the Amalgamation pursuant to the subsection 185(1) of the OBCA shall not be entitled to exchange their CCC Shares for Exchange Shares pursuant to the Amalgamation. However, if a shareholder of CCC fails to perfect or effectively withdraws such dissent rights or forfeits such dissent rights or if his, her or its rights as a shareholder of CCC are otherwise reinstated, such shareholder of CCC shall thereupon be deemed to have been exchanged for their CCC Shares, as of the Effective Date as prescribed herein. Registered shareholders of CCC entitled to vote in the Amalgamation may exercise dissent rights with respect to their CCC Shares in connection with the Amalgamation, pursuant to and in the manner set forth in the OBCA. CCC shall provide prompt notice to GPAY of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights received by CCC.

Section 3.04 Adjustments.

(a) Related to Changes by GPAY or GPAY Subco. Without limiting the other provisions of this Agreement, if at any time during the period between the Execution Date and the Effective Date any change in the outstanding shares of capital shares of GPAY or GPAY Subco shall occur (other than the issuance of additional shares of capital shares of either GPAY or GPAY Subco as permitted by this Agreement), including by reason of any reclassification, recapitalization, share split (including reverse share split) or combination, exchange or readjustment of shares, or any share dividend or distribution paid in shares, the Amalgamation Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

(b) Related to Taxation. If the Minister of National Revenue (Canada) or the Commissioner of the Internal Revenue Service (U.S.) or any other competent authority (the " Authority ") assesses or reassesses or proposes to assess or reassess GPAY or a holder of an Exchange Share (the " Reassessment ") on the basis of a determination that the fair market value is different from the Amalgamation Consideration, and the reassessment is not disputed by GPAY or holder or, if the reassessment is disputed, a final settlement is reached with the Authority or a court of competent jurisdiction makes a final determination that the fair market value is different from the Amalgamation Consideration, then:

(i) if the adjusted value is greater than the said aggregate Amalgamation Consideration, the amount of the Exchange Shares will be increased in by an amount in accordance with the difference between the adjusted value and the Amalgamation Consideration so that the aggregate Amalgamation Consideration (as so increased) is equal to the adjusted value; and

(ii) if the adjusted value is less than the said aggregate Amalgamation Consideration, the amount of the Exchange Shares will be decreased by an amount in accordance with the difference between the aggregate Amalgamation Consideration and the adjusted value so that the aggregate Amalgamation Consideration (as so decreased) is equal to the adjusted value.

Section 3.05 Withholding Rights. Each of GPAY, GPAY Subco and Amalco shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to Article II such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Laws. To the extent that amounts are so deducted and withheld by GPAY, GPAY Subco or Amalco, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which GPAY, GPAY Subco or Amalco, as the case may be, made such deduction and withholding.

ARTICLE IV

Representations and Warranties of GPAY and GPAY Subco

GPAY and GPAY Subco hereby jointly and severally represent and warrant to CCC as follows (in each case throughout this Article IV , the term “GPAY” shall include GPAY Subco):

Section 4.01 Organization; Standing and Power; Charter Documents; Minutes; Subsidiaries.

(a) Organization; Standing and Power. GPAY and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and to carry on its business as now conducted. Each of GPAY and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Charter Documents. GPAY has delivered or made available to CCC a true and correct copy of the certificate of incorporation (including any certificate of designations), by-laws or like organizational documents, each as amended to date (collectively, the “ Charter Documents ”), of GPAY and each of its Subsidiaries. Neither GPAY nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents.

(c) Minutes. GPAY has made available to CCC true and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting) of all meetings of shareholders, GPAY Board and each committee of the GPAY Board since inception.

(d) Subsidiaries. Other than GPAY Subco and Gold Party Payday, LLC, there are no other Subsidiaries of GPAY as of the date hereof, whether directly or indirectly, wholly-owned or otherwise. Each of the GPAY Subco and Gold Party Payday, LLC are directly wholly-owned by GPAY. All of the outstanding capital shares of, or other equity or voting interests in, each Subsidiary of GPAY that is owned directly or indirectly by GPAY have been validly issued, were issued free of pre-emptive rights and are fully paid and non-assessable, and are free and clear of all Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital share or other equity or voting interests, except for any Liens imposed by applicable securities Laws. Except for the capital shares of, or other equity or voting interests in, its Subsidiaries, GPAY does not own, directly or indirectly, any capital share of, or other equity or voting interests in, any Person.

(e) Organization of GPAY Subco. GPAY formed or caused to be formed GPAY Subco specifically for the Amalgamation transaction contemplated by this Agreement. GPAY Subco was newly formed in connection with the execution of this Agreement and, with the sole exception of its formation activity, since its inception, has conducted no business and has neither accrued or obtained any assets nor incurred any liabilities.

Section 4.02 Capital Structure.

(a) Capital Share. The authorized capital stock of GPAY consists of: (i) ninety-five million (95,000,000) GPAY Shares and (ii) five million (5,000,000) shares of preferred, par value $0.000001 per share, of GPAY (the “ GPAY Preferred Share ”). As of the date of this Agreement, (x) four million three hundred thirty-three thousand three hundred fifty (4,333,350) GPAY Shares were issued and outstanding, (y) no (0) GPAY Shares were issued and held by GPAY in its treasury and (z) no (0) GPAY Preferred Shares were issued and outstanding or held by GPAY in its treasury. All of the outstanding GPAY Shares are, and all of the GPAY Shares which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. No Subsidiary of GPAY owns any GPAY Shares.

(b) Share Awards; GPAY Securities. As of the date of this Agreement, GPAY has not adopted nor is there in effect with respect to GPAY any equity award, share option, incentive or other arrangement, plan or agreement by which there exists an option to acquire GPAY Shares (each, a “ GPAY Share Option ”), receive an award of any kind consisting of GPAY Shares that may be held, awarded, outstanding, payable or reserved for issuance under such an arrangement, plan or agreement, other than GPAY Share Options (each, a “ GPAY Share Award ”), or by which GPAY Shares or GPAY Preferred Share may otherwise be issued to any Person and no GPAY Shares are subject to issuance nor outstanding GPAY Share Options or GPAY Share Awards granted pursuant to such previously effective arrangements, plans, or agreements. There are no Contracts to which GPAY is a party obligating GPAY to accelerate the vesting of any GPAY Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). As of the date hereof, there are no outstanding (A) securities of GPAY or any of its Subsidiaries convertible into or exchangeable for Voting Debt (as defined below) or capital shares of GPAY, (B) options, warrants or other agreements or commitments to acquire from GPAY or any of its Subsidiaries, or obligations of GPAY or any of its Subsidiaries to issue, any Voting Debt or capital shares of (or securities convertible into or exchangeable for capital shares of) GPAY or (C) restricted shares, restricted share units, share appreciation rights, performance shares, profit participation rights, contingent value rights, "phantom" share or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital shares of GPAY, in each case that have been issued by GPAY or its Subsidiaries (the items in clauses (A), (B) and (C), together with the capital shares of GPAY, being referred to collectively as “ GPAY Securities ”). All outstanding GPAY Shares, all outstanding GPAY Equity Awards, and all outstanding capital shares, voting securities or other ownership interests in any Subsidiary of GPAY, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws.

(c) Voting Debt. No bonds, debentures, notes or other indebtedness issued by GPAY or any of its Subsidiaries (i) having the right to vote on any matters on which shareholders or equityholders of GPAY or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right), or (ii) the value of which is directly based upon or derived from the capital shares, voting securities or other ownership interests of GPAY or any of its Subsidiaries, are issued or outstanding (collectively, “ Voting Debt ”).

(d) GPAY Subsidiary Securities. As of the date hereof, there are no outstanding (i) securities of GPAY or any of its Subsidiaries convertible into or exchangeable for capital shares, voting securities or other ownership interests in any Subsidiary of GPAY, (ii) options, warrants or other agreements or commitments to acquire from GPAY or any of its Subsidiaries, or obligations of GPAY or any of its Subsidiaries to issue, any capital shares, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital shares, voting securities or other ownership interests in) any Subsidiary of GPAY, or (iii) restricted shares, restricted share units, share appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” share or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital shares or voting securities of, or other ownership interests in, any Subsidiary of GPAY, in each case that have been issued by a Subsidiary of GPAY (the items in clauses (i), (ii) and (iii), together with the capital shares, voting securities or other ownership interests of such Subsidiaries, being referred to collectively as “ GPAY Subsidiary Securities ”).

Section 4.03 Authority; Non-contravention; Governmental Consents.

(a) Authority. GPAY has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to, in the case of the consummation of the Amalgamation, adoption of this Agreement by the GPAY Board and any corporate acts of GPAY required by the provisions of this Agreement, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GPAY and the consummation by GPAY of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of GPAY and no other corporate proceedings on the part of GPAY are necessary to authorize the execution and delivery of this Agreement or to consummate the Amalgamation and the other transactions contemplated hereby, subject only, in the case of consummation of the Amalgamation, to the affirmative vote or consent of the required number of holders of the outstanding capital shares of GPAY Subco, which is the only vote or consent of the holders of any class or series of either of GPAY’s or GPAY Subco’s respective capital shares necessary to approve and adopt this Agreement, approve the Amalgamation and consummate the Amalgamation and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by GPAY and, assuming due execution and delivery by CCC, constitutes the valid and binding obligation of GPAY, enforceable against GPAY in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.

(b) Non-contravention. The execution, delivery and performance of this Agreement by GPAY, and the consummation by GPAY of the transactions contemplated by this Agreement, including the Amalgamation, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of GPAY or any of its Subsidiaries; (ii) subject to compliance with the requirements set forth in clauses (i) through (iv) of Section 4.03(c) , conflict with or violate any Law applicable to GPAY, any of its Subsidiaries or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under, any Contract to which GPAY or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien on any of the properties or assets of GPAY or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “ Consent ”), any Governmental Entity is required to be obtained or made by GPAY in connection with the execution, delivery and performance by GPAY of this Agreement or the consummation by GPAY of the Amalgamation and other transactions contemplated hereby, except for: (i) the filing of the Articles of Amalgamation with the Ministry of Government Services of the Province of Ontario; (ii) the filing of a current report on Form 8-K with the Securities and Exchange Commission (“ SEC ”) in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and such reports under the Exchange Act as may be required in connection with this Agreement, the Amalgamation and the other transactions contemplated by this Agreement; (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or the rules and regulations of OTC Bulletin Board; and (iv) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) Board Approvals. Each of the GPAY Board and the board of directors of GPAY Subco (the “ GPAY Subco Board ”), by resolutions duly adopted by unanimous vote at a meeting of all directors of each of the GPAY Board and GPAY Subco Board duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way or by unanimous written consent in lieu of a meeting, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Amalgamation, are fair to, and in the best interests of, the respective shareholders of each of GPAY and GPAY Subco, (ii) approved and declared advisable the Amalgamation Agreement.

(e) Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under any federal, state, local or foreign laws applicable to either of GPAY or GPAY Subco is applicable to this Agreement, the Amalgamation or any of the other transactions contemplated by this Agreement. Each of GPAY Board and GPAY Subco Board has taken all actions so that any restrictions contained in the OCBA applicable to a “business combination” and “amalgamation” (as defined in the OCBA) will not apply to the execution, delivery or performance of this Agreement and the consummation of the Amalgamation and the other transactions contemplated hereby.

Section 4.04 SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act Compliance.

(a) SEC Filings. GPAY has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since its inception (the “ GPAY SEC Documents ”). GPAY has made available to CCC all such GPAY SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the GPAY SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such GPAY SEC Documents. None of the GPAY SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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 light of the circumstances under which they were made, not misleading. None of the GPAY’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

(b) Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the GPAY SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of GPAY and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of GPAY’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC.

(c) Internal Controls. Except as otherwise provided in the GPAY SEC Documents, GPAY and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of GPAY and its Subsidiaries are being made only in accordance with authorizations of management and the GPAY Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of GPAY’s and its Subsidiaries’ assets that could have a material effect on GPAY’s financial statements.

(d) Disclosure Controls and Procedures. GPAY’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by GPAY in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to GPAY’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of GPAY required under the Exchange Act with respect to such reports. GPAY has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement and to GPAY’s auditors and the GPAY Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect GPAY’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in GPAY’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.

(e) Undisclosed Liabilities. The audited balance sheet of GPAY dated as of September 30, 2013 contained in the GPAY SEC Documents filed prior to the date hereof is hereinafter referred to as the “ GPAY Balance Sheet. ” Neither GPAY nor any of its Subsidiaries has any Liabilities other than Liabilities that (i) are reflected or recorded on the GPAY Balance Sheet (including in the notes thereto), (ii) were incurred since the date of the GPAY Balance Sheet in the ordinary course of business, (iii) are incurred in connection with the transactions contemplated by this Agreement, or (iv) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f) Satisfaction and Removal of All Liabilities. As of the Effective Date, neither GPAY nor any of its Subsidiaries shall have any Liability, contingent or otherwise. No later than the Effective Date, each and every Liability appearing on the GPAY Balance Sheet shall have been satisfied and there shall not be any remaining obligations of either GPAY or any of its Subsidiaries with respect thereto.

(g) Off-balance Sheet Arrangements. Neither GPAY nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among GPAY and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, GPAY or any of its Subsidiaries in GPAY’s or such Subsidiary’s published financial statements or other GPAY SEC Documents.

(h) Sarbanes-Oxley Compliance. Each of the principal executive officer and the principal financial officer of GPAY (or each former principal executive officer and each former principal financial officer of GPAY, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder, the “ Sarbanes-Oxley Act ”) with respect to the GPAY SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither GPAY nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sarbanes-Oxley Act) any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of GPAY or any of its Subsidiaries. GPAY is otherwise in compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing rules of OTC Bulletin Board, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.05 Absence of Certain Changes or Events. Since the date of the GPAY Balance Sheet, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of GPAY and each of its Subsidiaries has been conducted in the ordinary course of business and there has not been or occurred:

(a) any Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

(b) any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Effective Date, would constitute a breach of Section 6.01 .

Section 4.06 T axes.

(a) Tax Returns and Payment of Taxes. GPAY and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. Neither GPAY nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by GPAY or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, GPAY has made an adequate provision for such Taxes in GPAY’s financial statements (in accordance with GAAP). GPAY’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by GPAY and its Subsidiaries through the date of such financial statements. Neither GPAY nor any of its Subsidiaries has incurred any material liability for Taxes since the date of GPAY’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

(b) Availability of Tax Returns. GPAY has made available to CCC complete and accurate copies of all federal, state, local and foreign income, franchise and other material Tax Returns filed by or on behalf of GPAY or its Subsidiaries for any Tax period since its inception.

(c) Withholding. GPAY and each of its Subsidiaries have withheld and paid each material Tax required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor, creditor, customer, shareholder or other party, and materially complied with all information reporting and backup withholding provisions of applicable Law.

(d) Liens. There are no Liens for material Taxes upon the assets of GPAY or any of its Subsidiaries other than for current Taxes not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP has been made in CCC’s financial statements.

(e) Tax Deficiencies and Audits. No deficiency for any material amount of Taxes which has been proposed, asserted or assessed in writing by any taxing authority against GPAY or any of its Subsidiaries remains unpaid. There are no waivers or extensions of any statute of limitations currently in effect with respect to Taxes of GPAY or any of its Subsidiaries. There are no audits, suits, proceedings, investigations, claims, examinations or other administrative or judicial proceedings ongoing or pending with respect to any material Taxes of GPAY or any of its Subsidiaries.

(f) Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where GPAY and its Subsidiaries do not file Tax Returns that GPAY or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

(g) Tax Rulings. Neither GPAY nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice memorandum or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.

(h) Consolidated Groups, Transferee Liability and Tax Agreements. Neither GPAY nor any of its Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) has any material liability for Taxes of any Person (other than GPAY or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract, or otherwise, or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation or indemnification agreement or arrangement.

(i) Change in Accounting Method. Neither GPAY nor any of its Subsidiaries has agreed to make, nor is it required to make, any adjustment under Sections 481(a) of the Code or any comparable provision of state, local or foreign Tax Laws by reason of a change in accounting method or otherwise.

(j) Post-Closing Tax Items. GPAY and its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iii) prepaid amount received on or prior to the Closing Date.

(k) Ownership Changes. Without regard to this Agreement, neither GPAY nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382 of the Code.

(l) US Real Property Holding Corporation. Neither GPAY nor any of its Subsidiaries has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code.

(m) Section 355. Neither GPAY nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

(n) Reportable Transactions. Neither GPAY nor any of its Subsidiaries has been a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

Section 4.07 Intellectual Property.

(a) Certain Owned GPAY IP. As of the date hereof, there is no: (i) GPAY-Owned IP that is the subject of any issuance, registration, certificate, application or other filing by, to or with any Governmental Authority or authorized private registrar, including registered Trademarks, registered Copyrights, issued Patents, domain name registrations and pending applications for any of the foregoing; and (ii) material unregistered GPAY-Owned IP.

(b) Right to Use; Title. GPAY or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property used or held for use in or necessary for the conduct of the business of GPAY and its Subsidiaries as currently conducted and contemplated (“ GPAY IP ”), free and clear of all Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Validity and Enforceability. GPAY and its Subsidiaries’ rights in the GPAY-Owned IP are valid, subsisting and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GPAY and each of its Subsidiaries has taken reasonable steps to maintain the GPAY IP and to protect and preserve the confidentiality of all Trade Secrets included in the GPAY IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) GPAY IP Agreements. As of the date hereof, there are no GPAY IP Agreements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for GPAY or any of its Subsidiaries. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of GPAY or any of its Subsidiaries under any of the GPAY IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e) Non-Infringement. Except as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the conduct of the businesses of GPAY and any of its Subsidiaries has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other Person; and (ii) to the Knowledge of GPAY no third party is infringing upon, violating or misappropriating any GPAY Intellectual Property.

(f) IP Legal Actions and Orders. There are no Legal Actions pending or, to the Knowledge of GPAY, threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by GPAY or any of its Subsidiaries; (ii) challenging the validity, enforceability or ownership of any GPAY-Owned IP or GPAY or any of its Subsidiaries’ rights with respect to any GPAY IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GPAY and its Subsidiaries are not subject to any outstanding Order that restricts or impairs the use of any GPAY IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.08 Compliance; Permits.

(a) Compliance. GPAY and each of its Subsidiaries is and, since its inception, has been in compliance with, all Laws or Orders applicable to GPAY or any of its Subsidiaries or by which GPAY or any of its Subsidiaries or any of their respective businesses or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since its inception, no Governmental Entity has issued any notice or notification stating that GPAY or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Permits. GPAY and its Subsidiaries hold, to the extent legally required to operate their respective businesses as such businesses are being operated as of the date hereof, all permits, licenses, clearances, authorizations and approvals from Governmental Entities (collectively, “ Permits ”), except for any Permits for which the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of GPAY or any of its Subsidiaries is pending or, to the Knowledge of GPAY, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GPAY and each of its Subsidiaries is and, since its inception, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.09 Litigation. As of the date hereof, there is no claim, action, suit, arbitration, proceeding or, to the Knowledge of GPAY, governmental investigation (each, a “ Legal Action ”), pending, or to the Knowledge of GPAY, threatened against GPAY or any of its Subsidiaries or any of their respective properties or assets or, to the Knowledge of GPAY, any executive officer or director of GPAY or any of its Subsidiaries in their capacities as such, in each case by or before any Governmental Entity, other than any such Legal Action that (a) does not involve an amount in controversy in excess of $1,000, and (b) does not seek material injunctive or other material non-monetary relief. None of GPAY or any of its Subsidiaries is subject to any order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity (“ Order ”), whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date hereof, to the Knowledge of GPAY, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of GPAY, threatened, in each case regarding any accounting practices of GPAY or any of its Subsidiaries or any malfeasance by any executive officer of GPAY.

Section 4.10 Brokers’ and Finders’ Fees. GPAY has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 4.11 Related Party Transactions. Except as disclosed in the GPAY SEC Documents, no executive officer or director of GPAY or any of its Subsidiaries or any person owning 5% or more of the GPAY Shares (or any of such person’s immediate family members or Affiliates or associates) is a party to any Contract with or binding upon GPAY or any of its Subsidiaries or any of their respective assets, rights or properties or has any interest in any property owned by GPAY or any of its Subsidiaries or has engaged in any transaction with any of the foregoing within the last twelve (12) months.

Section 4.12 Employee Matters.

(a) Schedule. As of the date hereof, there exists no material plans, programs, policies, agreements, collective bargaining agreements or other arrangements providing for compensation, severance, deferred compensation, performance awards, share or share-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by GPAY or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant or director of GPAY or any of its Subsidiaries (each, a “ GPAY Employee ”), or with respect to which GPAY or any of its Subsidiaries has or may have any material Liability.

(b) No Post-Employment Obligations. GPAY is under no obligation to provide post-termination or retiree welfare benefits to any person for any reason, except as may be required by COBRA or other applicable Law, and neither GPAY nor any of its Subsidiaries has any Liability to provide post-termination or retiree welfare benefits to any person or ever represented, promised or contracted to any GPAY Employee (either individually or to GPAY Employees as a group) or any other person that such GPAY Employee(s) or other person would be provided with post-termination or retiree welfare benefits, except to the extent required by COBRA or other applicable Law.

(c) Section 409A Compliance. Each transaction with a GPAY Employee that is subject to Section 409A of the Code has been conducted in compliance with such section and all applicable regulatory guidance (including, without limitation, proposed regulations, notices, rulings, and final regulations).

(d) Health Care Compliance. Each of GPAY and its Subsidiaries complies in all material respects with the applicable requirements of COBRA or any similar state statute with respect to any offered group health plan within the meaning of Section 5000(b)(1) of the Code or such state statute.

(e) Effect of Transaction. Neither the execution of this Agreement, the consummation of the Amalgamation, nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, employee, contractor or consultant of GPAY to severance pay or any other payment; (ii) accelerate the time of payment, funding, or vesting, or increase the amount of compensation due to any such individual, (iii) limit or restrict the right of GPAY to merge, amend or terminate any benefits to GPAY Employees, (iv) increase the amount payable or result in any other material obligation pursuant to any GPAY Employee benefits, or (v) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code.

(f) Employment Law Matters. GPAY and each of its Subsidiaries: (i) is in compliance with all applicable Laws and agreements respecting hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors, including proper classification of same, payroll taxes, and immigration with respect to GPAY Employees and contingent workers; and (ii) is in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, work council or other body representing GPAY Employees, except, in the case of clauses (i) and (ii) immediately above, where the failure to be in compliance with the foregoing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(g) Labor. Neither GPAY nor any of its Subsidiaries is party to, or subject to, any collective bargaining agreement or other agreement with any labor organization, work council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against GPAY or any of its Subsidiaries with respect to employees who are employed within the United States is pending, threatened or has occurred since its inception, and, to the Knowledge of GPAY, no material work stoppage, slowdown or labor strike against GPAY or any of its Subsidiaries with respect to employees who are employed outside the United States is pending, threatened or has occurred since its inception. As of the date hereof, none of the GPAY Employees are represented by a labor organization, work council or trade union and, to the Knowledge of GPAY, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or work council directed at GPAY or any of its Subsidiaries, or any GPAY Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of GPAY, threatened relating to any employment related matter involving any GPAY Employee or applicant, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.13 Real Property and Personal Property Matters.

(a) Real Property. As of the date hereof, neither GPAY nor any of its Subsidiaries is the owner or lessee of any real property.

(b) Personal Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, GPAY and each of its Subsidiaries has good title to, or a valid and binding leasehold interest in, all the personal property owned by it, free and clear of all Liens.

Section 4.14 Material Contracts.

(a) Material Contracts. For purposes of this Agreement, “ GPAY Material Contract ” shall mean the following to which GPAY or any of its Subsidiaries is a party or any of the respective assets are bound (excluding any leases):

(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by GPAY with the SEC;

(ii) any employment or consulting Contract (in each case with respect to which GPAY has continuing obligations as of the date hereof) with any current or former (x) executive officer of GPAY, (y) member of the GPAY Board, or (z) GPAY Employee providing for an annual base salary in excess of $100,000;

(iii) any Contract providing for indemnification or any guaranty by GPAY or any Subsidiary thereof, in each case that is material to GPAY and its Subsidiaries, taken as a whole, other than (x) any guaranty by GPAY or a Subsidiary thereof of any of the obligations of (A) GPAY or another wholly-owned Subsidiary thereof or (B) any Subsidiary (other than a wholly-owned Subsidiary) of GPAY that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business;

(iv) any Contract that purports to limit in any material respect the right of GPAY or any of its Subsidiaries (or, at any time after the consummation of the Amalgamation, GPAY or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location;

(v) any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by GPAY or any of its Subsidiaries after the date of this Agreement of assets, regardless of fair market value thereof;

(vi) any Contract that contains any provision that requires the purchase of all of GPAY’s or any of its Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to GPAY and its Subsidiaries, taken as a whole;

(vii) any Contract that obligates GPAY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Amalgamation will obligate GPAY, the Amalco or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any third party;

(viii) any partnership, joint venture or similar Contract that is material to GPAY and its Subsidiaries taken as a whole;

(ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, for any amount, other than (x) accounts receivables and payables, and (y) loans to direct or indirect wholly-owned Subsidiaries of GPAY;

(x) any employee collective bargaining agreement or other Contract with any labor union;

(xi) any other Contract under which GPAY or any of its Subsidiaries is obligated to make payment or incur costs in excess of $1,000 in any year and which is not otherwise described in clauses (i)–(x) above;

(xii) any Contract which is not otherwise described in clauses (i)-(xi) above that is material to GPAY and its Subsidiaries, taken as a whole; or

(xiii) any GPAY IP Agreement.

(b) No Material Contracts. As of the date hereof, there are no GPAY Material Contracts in existence, valid and binding on GPAY or any its Subsidiaries, or in effect and enforceable against GPAY or any of its Subsidiaries.

(c) No Breach. (i) Neither GPAY or its applicable Subsidiary nor any of its Subsidiaries nor, to the Knowledge of GPAY, any third party has violated any provision of, or failed to perform any obligation required under the provisions of, any prior GPAY Material Contract, and (iii) neither GPAY nor any of its Subsidiaries nor, to the Knowledge of GPAY, any third party is in breach, or has received written notice of breach, of any prior GPAY Material Contract.

ARTICLE V

Representations and Warranties of CCC

CCC hereby represents and warrants to GPAY and GPAY Subco as following:

Section 5.01 Organization. CCC is a corporation duly incorporated under the laws of Ontario and is a valid and subsisting corporation under the OBCA and is in compliance, in all material respects, with the requirements of the OBCA.

Section 5.02 Authority; Non-contravention; Governmental Consents.

(a) Authority. CCC has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to, in the case of the consummation of the Amalgamation, approval of the Amalgamation Agreement and any corporate acts of CCC required by the provisions of this Agreement by the affirmative vote or consent of the required number of holders of the outstanding CCC Shares in accordance with the terms of the OBCA, if any (the “ Requisite CCC Vote ”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CCC and the consummation by CCC of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CCC and no other corporate proceedings on the part of CCC are necessary to authorize the execution and delivery of this Agreement or to consummate the Amalgamation and the other transactions contemplated hereby, subject only to the filing of the articles of amalgamation pursuant to the OBCA. This Agreement has been duly executed and delivered by CCC and, assuming due execution and delivery by GPAY and GPAY Subco, constitutes the valid and binding obligation of CCC, enforceable against CCC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.

(b) Non-contravention. The execution, delivery and performance of this Agreement by CCC and the consummation by CCC of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the certificate of incorporation or by-laws of CCC; (ii) subject to compliance with the requirements set forth in clauses (i)-(ii) of Section 5.02(c) , conflict with or violate any Law applicable to CCC or any of its properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which CCC is a party or otherwise bound; or (iv) result in the creation of any Lien on any of the properties or assets of CCC, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CCC’s ability to consummate the transactions contemplated by this Agreement.

(c) Governmental Consents. No Consent of any Governmental Entity is required to be obtained or made by CCC in connection with the execution, delivery and performance by CCC of this Agreement or the consummation by CCC of the Amalgamation and other transactions contemplated hereby, except for: (i) the filing of the Articles of Amalgamation with the Ministry of Government Services of the Province of Ontario and appropriate documents with the relevant authorities of other states or provinces in which CCC is qualified to do business; and (ii) such Consents which if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CCC’s ability to consummate the transactions contemplated by this Agreement.

Section 5.03 Legal Proceedings. As of the date hereof, there is no pending or, to the Knowledge of CCC, threatened, Legal Action against CCC or any of its Subsidiaries, nor is there any injunction, order, judgment, ruling or decree imposed upon CCC or any of its Subsidiaries, in each case, by or before any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CCC’s ability to consummate the transactions contemplated by this Agreement.

Section 5.04 Board Approval. The CCC Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the CCC Board duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way or by unanimous written consent in lieu of a meeting, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Amalgamation, are fair to, and in the best interests of, the CCC Shareholders, (ii) approved and declared advisable the Amalgamation Agreement.

Section 5.05 Financial Statements. Each of the financial statements (including, in each case, any related notes thereto) provided by CCC to GPAY (collectively, the “ CCC Financial Statements ”): (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements); and (ii) fairly presented in all material respects the financial position of CCC at the respective dates thereof and the results of GPAY’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP.

Section 5.06 Absence of Certain Changes or Events. Since the date of the balance sheet of CCC contained in the most recent CCC Financial Statements, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of CCC has been conducted in the ordinary course of business and there has not been or occurred:

(a) any Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

(b) any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Effective Date, would constitute a breach of Section 6.01 .

Section 5.07 Compliance; Permits.

(a) Compliance. CCC is and, since its inception, has been in compliance with, all Laws or Orders applicable to CCC or by which CCC or any of its businesses or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since its inception, no Governmental Entity has issued any notice or notification stating that CCC is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Permits. CCC holds, to the extent legally required to operate its respective businesses as such businesses are being operated as of the date hereof, all Permits, except for any Permits for which the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of CCC is pending or, to the Knowledge of CCC, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. CCC and each of its Subsidiaries is and, since its inception, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08 Brokers’ and Finders’ Fees. CCC has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 5.09 Related Party Transactions. Except as disclosed in the CCC Financial Statements, no executive officer or director of CCC or any of its Subsidiaries or any person owning 5% or more of the GPAY Shares (or any of such person’s immediate family members or Affiliates or associates) is a party to any Contract with or binding upon CCC or any of its assets, rights or properties or has any interest in any property owned by CCC or has engaged in any transaction with CCC within the last twelve (12) months.

Section 5.10 Material Contracts.

(a) Material Contracts. For purposes of this Agreement, “ CCC Material Contract ” shall mean the following to which CCC is a party or any of its respective assets are bound (excluding any leases):

(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act);

(ii) any employment or consulting Contract (in each case with respect to which CCC has continuing obligations as of the date hereof) with any current or former (x) executive officer of CCC, (y) member of the CCC Board, or (z) CCC employee providing for an annual base salary in excess of $100,000;

(iii) any Contract providing for indemnification or any guaranty by CCC that is material to CCC other than (x) any guaranty by CCC of any of the obligations of CCC or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business;

(iv) any Contract that purports to limit in any material respect the right of CCC (or, at any time after the consummation of the Amalgamation, CCC) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location;

(v) any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by CCC after the date of this Agreement of assets, regardless of fair market value thereof;

(vi) any Contract that contains any provision that requires the purchase of all of CCC’s requirements for a given product or service from a given third party, which product or service is material to CCC;

(vii) any Contract that obligates CCC to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Amalgamation will obligate CCC or the Amalco to conduct business on an exclusive or preferential basis with any third party;

(viii) any partnership, joint venture or similar Contract that is material to CCC;

(x) any employee collective bargaining agreement or other Contract with any labor union;

(xi) any other Contract under which CCC is obligated to make payment or incur costs in excess of $1,000 in any year and which is not otherwise described in clauses (i)–(x) above; or

(xii) any Contract which is not otherwise described in clauses (i)-(xi) above that is material to CCC.

(b) No Material Contracts. Except as disclosed in the CCC Financial Statements, as of the date hereof, there are no CCC Material Contracts in existence, valid and binding on CCC, or in effect and enforceable against CCC.

(c) No Breach. (i) Neither CCC nor, to the Knowledge of CCC, any third party has violated any provision of, or failed to perform any obligation required under the provisions of, any prior CCC Material Contract, and (iii) neither CCC nor, to the Knowledge of CCC, any third party is in breach, or has received written notice of breach, of any prior CCC Material Contract.

ARTICLE VI

Covenants

Section 6.01 Conduct of Business of GPAY and CCC. GPAY shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Date, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of the other party, to cease completely conduct of its business. CCC shall, during the period from the date of this Agreement until the Effective Date, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of the other party, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, CCC shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Date, except as required by applicable Law, GPAY shall not, nor shall it permit any of its Subsidiaries to, and CCC shall not, each without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed):

(a) amend or propose to amend its certificate of incorporation or by-laws (or other comparable organizational documents);

(b) (i) split, combine or reclassify any GPAY Securities or GPAY Subsidiary Securities or capital shares of CCC, as the case may be, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any GPAY Securities or GPAY Subsidiary Securities or capital shares of CCC, as the case may be, (iii) declare, set aside or pay any dividend or distribution (whether in cash, shares, property or otherwise) in respect of, or enter into any Contract with respect to the voting of, any of its respective capital shares (other than dividends from its direct or indirect wholly-owned Subsidiary);

(c) issue, sell, pledge, dispose of or encumber any GPAY Securities or GPAY Subsidiary Securities or capital shares of CCC, as the case may be;

(d) except as required by applicable Law or Contract in effect as of the date of this Agreement, (i) increase the compensation payable or that could become payable by GPAY or any of its Subsidiaries or CCC to the respective directors, officers or employees thereof, (ii) enter into any new or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, (iii) promote any officers or employees, or (iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any plan, agreement, program, policy, trust, fund or other arrangement providing for compensation, severance, deferred compensation, performance awards, share or share-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA;

(e) acquire, by merger, consolidation, acquisition of shares or assets, or otherwise, any business or Person or division thereof or make any loans, advances or capital contributions to or investments in any Person;

(f) transfer, license, sell, lease or otherwise dispose of any assets (whether by way of merger, consolidation, sale of shares or assets, or otherwise), including the capital shares or other equity interests in any Subsidiary of GPAY, except with the written consent of the other party;

(g) repurchase, prepay or incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of GPAY or any of its Subsidiaries or CCC, as the case may be, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice;

(h) with the exception of this Agreement and any agreements related to this Agreement, enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any GPAY Material Contract or CCC Material Contract, as the case may be;

(i) institute, settle or compromise any Legal Actions pending or threatened before any arbitrator, court or other Governmental Entity involving the payment of monetary damages by GPAY or any of its Subsidiaries of any amount or by CCC, as the case may be, other than any Legal Action arising out of a breach or alleged breach of this Agreement;

(j) make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law;

(k) (i) settle or compromise any material Tax claim, audit or assessment, (ii) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to GPAY or its Subsidiaries or to CCC, as the case may be;

(l) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar Contract with respect to any joint venture, strategic partnership or alliance;

(m) take any action to exempt any Person from, or make any acquisition of securities of GPAY or any of its Subsidiaries or of CCC, as the case may be, by any Person not subject to, any state takeover statute or similar statute or regulation that applies to GPAY or any of its Subsidiaries or to CCC, as the case may be, including the restrictions on “business combinations” or “amalgamation” set forth in the OBCA, except for the parties hereto or any of the Subsidiaries or Affiliates thereof, or the transactions contemplated by this Agreement;

(n) abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to GPAY IP or Intellectual Property owned by CCC, as the case may be; or

(o) agree or commit to do any of the foregoing.

Section 6.02 Other Actions. From the date of this Agreement until the earlier to occur of the Effective Date or the termination of this Agreement in accordance with the terms set forth in Article VIII , CCC and GPAY shall not, and shall not permit any of their respective Subsidiaries to, take, or agree or commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Amalgamation or the other transactions contemplated by this Agreement.

Section 6.03 Access to Information. From the date of this Agreement until the earlier to occur of the Effective Date or the termination of this Agreement in accordance with the terms set forth in Article VIII , GPAY shall, and shall cause its Subsidiaries to, afford to CCC and CCC’s Representatives and CCC shall afford to GPAY and GPAY’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of GPAY or any Subsidiary thereof or of CCC, as the case may be, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of GPAY and its Subsidiaries and of CCC, as the case may be, and GPAY shall, and shall cause its Subsidiaries to, furnish promptly to CCC and CCC shall furnish promptly to GPAY such other information concerning the business and properties of GPAY and its Subsidiaries and of CCC, as the case may be, as may be reasonably requested by the other party from time to time. Neither GPAY nor any of its Subsidiaries nor CCC shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the respective representations and warranties of GPAY or CCC contained herein, or limit or otherwise affect the remedies available to GPAY or CCC pursuant to this Agreement.

Section 6.04 Notices of Certain Events. GPAY shall notify CCC promptly and CCC shall notify GPAY promptly, as the case may be, of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (iii) any Legal Actions commenced, or to such party’s knowledge, threatened, against GPAY or any of its Subsidiaries or against CCC, as the case may be, that are related to the transactions contemplated by this Agreement, and (iv) any event, change or effect between the date of this Agreement and the Effective Date which causes or is reasonably likely to cause the failure of the conditions set forth in Section 7.03(a) , Section 7.03(b) or Section 7.03(c) of this Agreement (in the case of GPAY and GPAY Subco) or Section 7.02(a) , Section 7.02(b) or Section 7.02(c) of this Agreement (in the case of CCC), to be satisfied. In no event shall (x) the delivery of any notice pursuant to this Section 6.04 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (y) such disclosure be deemed to amend or supplement or constitute an exception to any representation or warranty. This Section 6.04 shall not constitute a covenant or agreement for purposes of Section 7.03(b) or Section 7.02(b) .

Section 6.05 Reasonable Best Efforts.

(a) Upon the terms and subject to the conditions set forth in this Agreement (including those contained in this Section 6.05 ), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Amalgamation and to fully carry out the purposes of this Agreement. GPAY will take all action necessary to cause GPAY Subco to perform its obligations under this Agreement and to consummate the Amalgamation on the terms and conditions set forth in this Agreement. CCC and GPAY shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If CCC or GPAY receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement.

(b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Amalgamation or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects with the other and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, CCC shall not be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement.

Section 6.06 Public Announcements. The initial press release with respect to this Agreement and the transactions contemplated hereby shall be a release mutually agreed to by CCC and GPAY. Thereafter, each of CCC, GPAY and GPAY Subco agrees that no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of CCC and GPAY (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or Governmental Entity to which the relevant party is subject, wherever situated, in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

Section 6.07 Takeover Statutes. If any “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes or is deemed to be applicable to GPAY, GPAY Subco, the Amalgamation or any other transaction contemplated by this Agreement, then each of GPAY, GPAY Subco, and their respective board of directors shall grant such approvals and use reasonable efforts to take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Section 6.08 Section 16 Matters. Prior to the Effective Date, GPAY shall obtain the approval of the GPAY Board as required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of GPAY Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of GPAY who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to GPAY.

Section 6.09 Further Assurances. At and after the Effective Date, the officers and directors of Amalco and GPAY shall be authorized to execute and deliver, in the name and on behalf of CCC, GPAY or GPAY Subco, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of CCC, GPAY or GPAY Subco, any other actions and things to vest, perfect or confirm of record or otherwise in Amalco or GPAY, as applicable, any and all right, title and interest in, to and under any of the rights, properties or assets of CCC acquired or to be acquired by Amalco as a result of, or in connection with, the Amalgamation.

ARTICLE VII

Conditions

Section 7.01 Conditions to Each Party’s Obligation to Effect the Amalgamation. The respective obligations of each party to this Agreement to effect the Amalgamation is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:

(a) Shareholder Approval. This Agreement will have been duly adopted by the Requisite CCC Vote.

(b) No Injunctions, Restraints or Illegality. No Governmental Entity having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered any Laws or Orders, whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibit consummation of the Amalgamation or the other transactions contemplated by this Agreement.

(c) Governmental Consents. All consents, approvals and other authorizations of any Governmental Entity required to consummate the Amalgamation and the other transactions contemplated by this Agreement (other than the filing of the Articles of Amalgamation with the Ministry of Government Services of the Province of Ontario), including, without limitation, the approval of Health Canada with respect to CCC’s pending licenses to be issued thereby, shall have been obtained, free of any condition that would reasonably be expected to have a Material Adverse Effect on GPAY’s and GPAY Subco’s or CCC’s respective ability to consummate the transactions contemplated by this Agreement or the continuation of CCC’s business following the consummation of the transaction contemplated by this Agreement.

Section 7.02 Conditions to Obligations of GPAY and GPAY Subco. The obligations of GPAY and GPAY Subco to effect the Amalgamation are also subject to the satisfaction or waiver by GPAY and GPAY Subco on or prior to the Closing Date of the following conditions:

(a) Representations and warranties. The representations and warranties of CCC set forth in Article V of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) when made and as of immediately prior to the Effective Date, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on CCC’s ability to consummate the transactions contemplated by this Agreement.

(b) Performance of covenants. CCC shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by them hereunder.

(c) Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect on CCC or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CCC.

(d) Officers certificate. GPAY will have received a certificate, signed by an officer of CCC, certifying as to the matters set forth in Section 7.02(a) , Section 7.02(b) and Section 7.02(c) .

Section 7.03 Conditions to Obligation of CCC. The obligation of CCC to effect the Amalgamation is also subject to the satisfaction or waiver by CCC on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties of GPAY and GPAY Subco (other than in Section 4.01(a) , Section 4.03(a) , Section 4.04(b) , Section 4.05(a) and Section 4.10 ) set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) when made and as of immediately prior to the Effective Date, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the representations and warranties contained in Section 4.01(a) , Section 4.03(a) , Section 4.04(b) , Section 4.05(a) and Section 4.10 shall be true and correct in all respects when made and as of immediately prior to the Effective Date, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date).

(b) Performance of Covenants. GPAY and GPAY Subco shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.

(c) Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect on GPAY or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on GPAY.

(d) OTC Bulletin Board Listing. As of the Closing Date, GPAY must have received all necessary regulatory approvals with respect to the transaction contemplated by this Agreement, including, without limitation, approval from OTC Bulletin Board, if required, and must remain listed and in good standing with respect to the OTC Bulletin Board.

(e) Officers Certificate. CCC will have received a certificate, signed by the chief executive officer or chief financial officer of GPAY and GPAY Subco, certifying as to the matters set forth in Section 7.03(a) , Section 7.03(b) , Section 7.03(c) , and Section 7.03(d) hereof.

(f) Agreement With GPAY Majority Shareholder. Tatum L. Morita, the current President, chief executive officer and chief financial officer of GPAY, shall have executed and delivered to CCC a binding Business Transfer and Indemnity Agreement, in a form satisfactory to CCC, pursuant to which she will (i) surrender to GPAY all four million (4,000,000) GPAY Shares held, directly or indirectly, by Ms. Morita and (ii) indemnify and hold harmless GPAY for all liabilities of GPAY incurred prior to the Effective Date in consideration of (i) a one-time payment in the amount of three hundred sixty-one thousand six hundred fifty dollars ($361,650), (ii) indemnification by GPAY and Amalco for all liabilities incurred after the Effective Date and (iii) the transfer of the GPAY assets held immediately prior to the Execution Date in connection with the GPAY business, as more particularly described in GPAY’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and in GPAY’s most recent quarterly reports on Form 10-Q for the periods ended December 31, 2013 and March 31, 2014. The closing of the Business Transfer and Indemnity Agreement shall occur concurrently with or within a reasonable time following the Effective Date.

ARTICLE VIII

Termination, Amendment and Waiver

Section 8.01 Termination By Mutual Consent. This Agreement may be terminated at any time prior to the Effective Date (notwithstanding any approval of this Agreement by the shareholders of CCC) by mutual written consent of GPAY, GPAY Subco and CCC.

Section 8.02 Termination By Either GPAY or CCC. This Agreement may be terminated by either GPAY or CCC at any time prior to the Effective Date (notwithstanding any approval of this Agreement by the shareholders of CCC):

(a) if the Amalgamation has not been consummated on or before May 30, 2014 (the “ End Date ”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Amalgamation to be consummated on or before the End Date;

(b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Amalgamation or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or

Section 8.03 Termination By GPAY. This Agreement may be terminated by GPAY at any time prior to the Effective Date if there shall have been a breach of any representation, warranty, covenant or agreement on the part of CCC set forth in this Agreement such that the conditions to the Closing of the Amalgamation set forth in Section 7.02(a) , Section 7.02(b) or Section 7.02(c) , as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that GPAY shall have given CCC at least 5 days written notice prior to such termination stating GPAY’s intention to terminate this Agreement pursuant to this Section 8.03 .

Section 8.04 Termination By CCC. This Agreement may be terminated by CCC at any time prior to the Effective Date (notwithstanding any approval of this Agreement by the shareholders of CCC) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of either GPAY or GPAY Subco set forth in this Agreement such that the conditions to the Closing of the Amalgamation set forth in Section 7.03(a) , Section 7.03(b) or Section 7.03(c) , as applicable, would not be satisfied or any one of the conditions to the Closing of Amalgamation set forth in Section 7.03(d) or Section 7.03(f) is not satisfied and, in either such case, such breach is incapable of being cured by the End Date.

Section 8.05 Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VIII (other than pursuant to Section 8.01 ) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and, unless otherwise stated herein, any such termination in accordance with Article VIII shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIII , it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to this Section 8.05 , Article I and Article IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Section 8.06 Amendment. At any time prior to the Effective Date, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite CCC Vote, by written agreement signed by each of the parties hereto; provided, however, that following the receipt of the Requisite CCC Vote, there shall be no amendment or supplement to the provisions of this Agreement which by Law or in accordance with the rules of any relevant self-regulatory organization would require further approval by the holders of CCC Shares or approval by the holders of GPAY Shares, as applicable, without such approval.

Section 8.07 Extension; Waiver. At any time prior to the Effective Date, GPAY or GPAY Subco, on the one hand, or CCC, on the other hand, may (a) extend the time for the performance of any of the obligations of the other party(ies), (b) waive any inaccuracies in the representations and warranties of the other party(ies) contained in this Agreement or in any document delivered under this Agreement, or (c) unless prohibited by applicable Law, waive compliance with any of the covenants, agreements or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

ARTICLE IX

Miscellaneous

Section 9.01 Construction. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 9.02 Survival. None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the Effective Date. This Section 9.02 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the Effective Date. The Confidentiality Agreement will (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Date.

Section 9.03 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the jurisdiction of the Courts of Ontario in any dispute that may arise hereunder.

Section 9.04 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the [third] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Article IX ):

If to GPAY or GPAY Subco, to:		Gold Party Payday, Inc. 3189 Pepperhill Road Lexington, KY 40502 Attention: Tatum Morita, CEO Facsimile: _______________ E-mail: seijimo@hotmail.com
with a copy (which will not constitute notice to GPAY or GPAY Subco) to:		Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Attention: Spencer Feldman, Esq. Facsimile: 212-451-2222 E-mail: SFeldman@olshanlaw.com
If to CCC, to:		Canada Cannabis Corp. 2368 Lakeshore Road West, Suite 205 Oakville ON L6L 1H5 Canada Attention: Benjamin Ward, President & CEO Facsimile: _________________ E-mail: bward@cdncannabis.com
with a copy (which will not constitute notice to CCC) to:		Thrasher, Liss & Smith, LLC 5 Concourse Parkway, Suite 2600 Atlanta, GA 30328 Attention: Grady Thrasher, Esq. Facsimile: 404-760-0225 E-mail: gthrasher@tlslaw.com

or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.

Section 9.05 Entire Agreement. This Agreement (including any Exhibits and Schedules to this Agreement) and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and the Confidentiality Agreement, the statements in the body of this Agreement will control.

Section 9.06 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and respective successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.07 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 9.08 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 9.09 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	CANADA CANNABIS CORP., an Ontario corporation
	By: /S/ Benjamin Ward Benjamin Ward, President & CEO

	GOLD PARTY PAYDAY, INC., a Delaware corporation
	By: /S/ Tatum L. Morita Name: Tatum L. Morita Title: President & CEO [CORPORATE SEAL]

	2418146 ONTARIO INC., an Ontario corporation
	By: /S/ Dino Fuschino Name: Dino Fuschino Title: Director

SCHEDULE A

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT entered into as of the 14th day of May, 2014.

CANADA CANNABIS CORP. a company incorporated under the provincial laws of Ontario (“ CCC ”)

AND

2418146 ONTARIO INC. a company incorporated under the provincial laws of Ontario (“ GPAY Subco ”)

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WHEREAS:

CCC and the GPAY Subco (the “ Amalgamating Corporations ”) desire to amalgamate to continue as one corporation under the authority of the Business Corporations Act (Ontario) (the “ OBCA ”);

The Amalgamating Corporations have each made full disclosure to one another of their respective assets and liabilities;

GPAY Subco is a wholly owned subsidiary of Gold Party Pay Day Inc. (“ GPAY ”) which has agreed to issue GPAY common stock to CCC shareholders under a proposed Merger Agreement to be entered into among GPAY, CCC, GPAY Subco; and

None of the issued common shares of CCC (the “ CCC Shares ”) and none of the issued GPAY Subco common shares (the “ GPAY Subco Shares ”) are held by or on behalf of the other Amalgamating Corporation.

NOW THEREFORE the parties hereto have agreed as follows:

Agreement to Amalgamate . The Amalgamating Corporations do hereby agree to amalgamate under Section 175 of the OBCA and to continue as one corporation (the “ Amalco ”) on the effective date on the terms and conditions set out in this Agreement.

Name . The name of the Amalco shall be “Canada Cannabis Corp.”

Business . There shall be no restrictions on the business that the Amalco may carry on or the powers that Amalco may exercise.

Registered Office . The registered office of the Amalco shall be in the City of Oakville in the Province of Ontario.

Address of Registered Office . The address of the registered office of Amalco shall be at 2368 Lakeshore Rd. W. Suite 201 Oakville, Ontario L6L 1H5.

Authorized Capital . Amalco shall be authorized to issue an unlimited number of common shares without nominal or par value (the “ Amalco Shares ”).

Attributes of the Amalco Shares . The rights, privileges, restrictions and conditions attaching to the Amalco Shares shall be as follows:

the holders of Amalco Shares shall be entitled to vote at all meetings of shareholders;

the holders of Amalco Shares shall be entitled to receive dividends as and when declared by the board of directors of Amalco; and

the holders of Amalco Shares shall, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Amalco, be entitled to receive the remaining property of Amalco in the event of liquidation, dissolution or winding-up of Amalco or other distribution of assets of Amalco among its shareholders for the purpose of winding-up its affairs.

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Restrictions on Transfer . The issue, transfer or ownership of Amalco Shares is restricted as follows:

Amalco is hereby prohibited from making any invitation to the public to subscribe for any securities of Amalco.

No issuance of any share shall be effective without the previous consent of the directors of Amalco expressed by a resolution passed by the Board of Directors or by an instrument or instruments in writing signed by all the Directors.

Except in the case of a transfer of shares from a deceased shareholder to his personal representative, no transfer of any Amalco Share shall be effective without the previous consent of the Directors of Amalco expressed by a resolution passed by the Board of Directors or by an instrument or instruments in writing signed by all the Directors.

By-Laws. The by-laws of the Amalco shall, to the extent not inconsistent with this Agreement, be the by-laws of CCC, until repealed, amended, altered or supplemented. A copy of the proposed by-laws may be examined at the registered office of Amalco at 2368 Lakeshore Rd. W. Suite 201 Oakville, Ontario L6L 1H5.

10.

Banking. In order to provide for the subsequent management and operation of Amalco the banking and borrowing by-laws and resolutions of CCC shall continue in full force and effect as the banking and Borrowing by-laws and resolutions of Amalco until repealed or amended.

11.

Other. The Board of directors may from time to time:

borrow money on the credit of Amalco;

issue, sell or pledge debt obligations, including bonds, debentures, notes or similar obligations; secured or unsecured, of Amalco;

charge, mortgage, hypothecate or pledge all or any of the currently owned or subsequently acquired real or personal, moveable or immoveable property of Amalco, including book debts, rights, powers, franchises and undertaking, to secure any debt obligations or any money borrowed, or other debt or liability of Amalco; or

delegate to such one or more of the directors or officers of Amalco as may be designated by the Board all or any of the powers conferred on the Board herein to such extent and in such manner as the Board shall determine at the time of each such delegation.

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12.

Directors . The Board of Directors of Amalco, until otherwise changed, shall consist of such number of directors that is not less than shall be one (1) and not more than ten (10) as shall be determined from time to time by special resolution. Initially, there shall be five (5) directors who shall be the persons named below:

Name	Address	Canadian Resident
Ben Ward	102 Bronte Road Ste 316 Oakville ON L6L6J5	Yes
John Esteireiro	209 Old Forest Hill Road, Toronto, ON M6C2H1	Yes
Sil Serrano	33 Irwin Place, Bradford ON L3Z0H7	Yes
Peter Strang	28 Cedar Bank Cres. Toronto, ON M3B3A4	Yes
Dale Rasmussen	29409 232 2nd Lane SE, Black Diamond WA 98010 USA	No

13.

Effective Time . The amalgamation of The Amalgamating Corporations shall be effective as of 12:01 a.m. (Toronto time) on the date of the Certificate of Amalgamation giving effect to the amalgamation contemplated by this Amalgamation Agreement is issued by the “Director” as that term is defined in the OBCA (the “ Effective Time ”).

14.

Conversion. At the Effective Time, the authorized and issued GPAY Subco Shares and CCC Shares shall be converted into authorized and issued Amalco Shares as follows:

The issued and outstanding GPAY Subco Shares shall be converted into Amalco Shares on the basis of one Amalco Share for each one GPAY Subco Shares; and

the issued and outstanding CCC Shares (other than any CCC Shares in respect of which any shareholder of CCC has validly exercised its dissent rights pursuant to Section 185 of the OBCA) shall be exchanged for fully paid common shares of GPAY as constituted at the Effective Time (each, a “ GPAY Share ”) on the basis of one (1) GPAY Share for each 19.5 CCC Shares (the “ Exchange Ratio ”), as constituted at the Effective Time, and all such CCC Shares shall be cancelled.

15.

Share Certificates . After the Effective Time, and upon surrender of the certificates representing CCC Shares and the GPAY Subco Shares, such certificates shall be cancelled and the holders of record of the GPAY Subco Shares immediately prior to the Effective Time shall be entitled to receive certificates representing the Amalco Shares into which the shares presented by the certificates so surrendered are converted in the basis described in section 13 and the holders of CCC Shares shall be entitled to receive certificates representing GPAY Shares in accordance with the Exchange Ratio.

16.

Stated Capital . The stated capital of Amalco immediately after the Amalgamation becomes effective shall be equal to the aggregate stated capital of the Amalgamating Corporations.

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17.

Implementation. Upon the Effective Date:

the Amalgamating Corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement;

the Amalgamating Corporations cease to exist as entities separate from Amalco;

Amalco shall possess all the property, assets, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi criminal, and all contracts, disabilities and debts of the Amalgamating Corporations;

a conviction against, or ruling, order or judgment in favor of or against any of the Amalgamating Corporations may be enforced by or against Amalco;

the articles of amalgamation are deemed to be the articles of incorporation of Amalco and except for the purpose of section 117(1) of the OBCA, the certificate of amalgamation is deemed to be the certificate of incorporation of Amalco; and

Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against any of the Amalgamating Corporations before the Effective Date.

18.

Articles of Amalgamation . Subject to section 19, the shareholders of each of the Amalgamating Corporations have approved this Agreement by unanimous special resolution, articles of amalgamation, together with a statement of a director or officer of each of the Amalgamating Corporations required under section 178(2) of the OBCA shall for the purpose of bringing the amalgamation into effect be sent to the “Director”.

19.

Termination . Notwithstanding the approval of this Agreement by the Shareholders of the Amalgamating Corporations may without further shareholder approval terminate this agreement at any time before the endorsement of a certificate of amalgamation.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	CANADA CANNABIS CORP., an Ontario corporation
	By: /S/ Benjamin Ward Benjamin Ward, President & Chief Executive Officer

	2418146 ONTARIO INC., an Ontario corporation
	By: /S/ Dino Fuschino Name: Dino Fuschino Title: Director

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As Growlite Canada			Canada Cannabis Corp

/s/ Silvio Serrano			/s/ Benjamin Ward
Silvio Serrano			Per: Benjamin Ward
President			Chief Executive Officer and President

BETWEEN:	MADIBA HOLDING CORPORATION
	A consultant incorporated pursuant to the laws of the Province of Ontario
	(the “Consultant”)

AND:	CANADA CANNABIS CORP.
	A Client incorporated pursuant to the laws of the province of Ontario
	(the “Client”)

	) ) )
	)	/s/ Benjamin Ward
	) ) ) ) ) )	Canada Cannabis Corp. Per: Benjamin Ward, CEO I have authority to bind the corporation CLIENT

	)
	)	/s/ John Esteireiro
	)	MADIBA HOLDING CORPORATION
		Per: John Esteireiro
	)	I have authority to bind the corporation

	)	CONSULTANT
	) )

	COMPANY :

	GOLD PARTY PAYDAY, INC., a Delaware corporation

	By:	/S/ Tatum L. Morita
	Name:	Tatum L. Morita
	Title:	President & CEO

	(a)	the Vendor owns all right, title and interest in and to the Purchased Shares;
	(b)	there is no adverse claim or challenge to the ownership of or title to the Purchased Shares nor to the knowledge of the Vendor is there any basis t therefor;

	(c)	there are no outstanding agreements or options to acquire or purchase Purchased Shares or any portion thereof; and
	(d)	the Vendor is the sole shareholder, director and officer of Growlite.

Canada Cannabis Corp.		2393245 Ontario Inc. c.o.b. as Growlite Canada
Benjamin Ward		Silvio Serrano
CEO		President

/s/ Benjamin Ward		/s/ Silvio Serrano

IN WITNESS WHEREOF the parties have executed this Agreement.

SIGNED AND DELIVERED
in the presence of:	)
	)
	)
	)
	)
	)
Witness		/S/ Benjamin Ward
		Name: Benjamin Ward