STOCK PURCHASE AGREEMENT

FRESH HEMP FOODS LTD.,

as the Company,

THE SIGNING STOCKHOLDERS,

as defined herein,

THE STOCKHOLDERS’ REPRESENTATIVE,

as defined herein,

1037270 B.C. LTD.,

as the Parent Buyer,

1037269 B.C. LTD.,

as the Cash Buyer,

and together with Parent Buyer,

the Buyer

June 5, 2015

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of June 4, 2015, by and among Fresh Hemp Foods Ltd., a corporation incorporated under the laws of the Province of Manitoba d/b/a Manitoba Harvest (the “ Company ”), 1037270 B.C. Ltd., a British Columbia corporation (the “ Parent Buyer ”), 1037269 B.C. Ltd., a British Columbia corporation (the “ Cash Buyer ” and, together with the Parent Buyer, the “ Buyer ”), the Stockholders’ Representative (as defined below), the holders of all of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “ Selling Stockholders ”) and the holders of options to purchase any of the capital stock of the Company as set forth on Exhibit A-1 attached hereto (the “ Optionholders ”) (each of the Selling Stockholders and the Optionholders who exercise options to purchase capital stock of the Company prior to Closing (as defined herein) shall each be referred to as a “ Signing Stockholder ” and collectively as the “ Signing Stockholders ” and together with the Non-Signing Stockholders (as defined below), the “ Stockholders ” and each a “ Stockholder ”. Certain terms used in this Agreement are defined in Article 1 hereof.

WHEREAS:

NOW THEREFORE, in consideration of the foregoing and the respective representations and warranties and mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1    Certain Definitions. For purposes of this Agreement:

companies in the same industries as the Business; or (ii) that would materially impair the Stockholder’s ability to effect the Closing under this Agreement.

respect to any indebtedness or obligations of any other Person (other than the Company or any Subsidiary of the Company) of a type described in clauses (i) through (x) above; (xii) the amount equal to 50% of all Parts VI.1 Taxes arising out of or resulting from the payment of accrued and unpaid dividends on the Preferred Stock in the Pre-Closing Conversion, and (xiii) for clauses (i) through (xii) above, all accrued interest thereon, if any, and any termination fees, prepayment penalties, premiums, breakage costs, make-whole, expense reimbursement or other fees, costs, expenses or other payment obligations related thereto or associated with the repayment of such Indebtedness on the Closing Date. For the avoidance of doubt, Indebtedness shall not include (1) any intercompany Indebtedness between the Company and its Subsidiaries, (2) Selling Expenses or (3) Current Liabilities to the extent included in the purchase price adjustment for Net Working Capital pursuant to Section 2.4.

compensation or other benefit arising from the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, including all sale, “stay-around,” retention, change-in-control or similar bonuses, termination, severance or other similar payments to be made at or prior to Closing or owing or becoming payable in connection with or as a result of the transactions contemplated by this Agreement, together with any applicable Taxes relating thereto or arising therefrom (including all amounts of payments and benefits whether payable immediately after Closing or over time under the agreements set forth in Schedule 1.1(lll) ), but, for greater certainty, excluding any severance payment to an employee of the Company or any of its Subsidiaries that arises solely as a result of such employee being terminated or voluntarily resigning from his or her employment after Closing and neither the consummation of the transactions contemplated by this Agreement nor a change-in-control is in any way related to, or a condition or triggering event for, such employee becoming eligible for or entitled to such severance payment.

Other terms defined in the text of the Agreement are as follows:

1.2     Company’s Knowledge . Where any representation contained in this Agreement refers to the Company’s knowledge with respect to any matter, such reference to the Company’s knowledge shall be deemed to be a reference to the actual knowledge of any of Michael Fata, Marcel Joaquin, John Durkin, Kevin Greenwood or Vernon Snidal and the knowledge that any such person would reasonably be expected to have after reasonable inquiry.

1.3     Interpretation .    When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference will be to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “ include ”, “ includes ” or “ including ” are used in this Agreement, they will be deemed to be followed by the words “ without limitation .” Whenever the words “ ordinary course of business ” are used in this Agreement, they will be deemed to be followed by the words “ consistent with past practice .” The words “ hereof ,” “ herein ” and “ hereunder ” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. References to “$”, “dollar” or similar references will mean Canadian dollars, unless expressly stated otherwise.

ARTICLE 2

PURCHASE AND SALE OF COMPANY SHARES; CLOSING

2.1     Transfer of Company Shares .

applicability) and each such Non-Signing Stockholder, through the Shareholders’ Representative, shall deliver to the Buyer the certificates representing the Company Shares owned by such Non-Signing Stockholder, as set forth opposite such Non-Signing Stockholder’s name on Exhibit A-2 hereof, free and clear of all Liens (except for federal, provincial and state securities law restrictions of general applicability). Such stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such other documents as may be reasonably required by the Buyer to effect a valid transfer of the Company Shares by the Non-Signing Stockholders to the Buyer, free and clear of any and all Liens (except for federal, provincial and state securities law restrictions of general applicability).

2.2     Purchase Price and Payment . In consideration of the sale, assignment, transfer and delivery by the Stockholders to the Buyer of the Company Shares in accordance with Section 2.1 above and in reliance upon the representations and warranties of the Company and the Stockholders and other terms herein contained and subject to the conditions contained herein, the Buyer agrees to pay for the Company Shares as follows:

included in the Estimated Closing Date Indebtedness, by wire transfer of immediately available funds to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters, and (ii) the Estimated Closing Date Selling Expenses by wire transfer of immediately available funds to the applicable recipients thereof as set forth on the Estimated Closing Statement (and indicated in the invoices referred to in Section 2.3 ).

2.3     Closing Estimates . At least five (5) Business Days prior to the Closing Date, the Company shall deliver to the Cash Buyer a written statement prepared in good faith in accordance with GAAP consistent with past practice of the Company (the “ Estimated Closing Statement ”), setting forth a good faith estimate of (a) the Net Working Capital (the “ Estimated Working Capital ”), (b) the Closing Date Selling Expenses (including a schedule of the Closing Date Selling Expenses) (the “ Estimated Closing Date Selling Expenses ”), and (c) the Closing Date Indebtedness (which must include all amounts set forth in the Payoff Letters) (the “ Estimated Closing Date Indebtedness ”), together with a calculation of the Closing Date Purchase Price, in each case, reasonably satisfactory to the Cash Buyer, and reasonable supporting or underlying documentation used in the preparation thereof. The calculations of Current Assets, Current Liabilities and Net Working Capital in the Estimated Closing Statement required under this Section 2.3 and the Closing Statement required under Section 2.4(a) shall include the line items included in the methodology set forth in Schedule 1.1(tt) . The Estimated Closing Statement shall also include (i) the Payoff Letter(s) in respect of all amounts owed by the Company and/or its Subsidiaries under its Credit Agreements or any other credit facilities or indebtedness for borrowed money and (ii) invoices from the respective payees representing Closing Date Selling Expenses.

2.4     Post-Closing Adjustments .

the thirty (30) day period following receipt by the Cash Buyer of such Closing Statement Response Notice, the Cash Buyer and the Stockholders’ Representative shall in good faith attempt to resolve such disputed items set forth in such Closing Statement Response Notice. If the Stockholders’ Representative and the Cash Buyer are not able to resolve any such disputed items set forth in such Closing Statement Response Notice within such thirty (30) day period described above, then the Cash Buyer and the Stockholders’ Representative jointly shall engage the Toronto office of PriceWaterhouse Cooper LLP, or if PriceWaterhouse Cooper LLP is unable or unwilling to accept its engagement, an independent nationally recognized accounting firm with experience in such matters and that is mutually agreed upon by the Cash Buyer and the Stockholders’ Representative (in either case, the “ Accounting Referee ”), and submit such unresolved disputed items to the Accounting Referee for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement, and to resolve such disputed items in accordance with the definitions of “ Net Working Capital ”, “ Closing Date Indebtedness ” and “ Closing Date Selling Expenses ” set forth in this Agreement and the other applicable provisions of this Agreement. In resolving any disputed item, the Accounting Referee: (i) shall be bound by the principles set forth in this Section 2.4 , (ii) shall base its determinations with respect to disputed items solely on presentations by and/or discussions with the Cash Buyer and the Stockholders’ Representative and their respective representatives (provided that such presentations and/or discussions occur in the presence (which may be by telephone) of each of the Cash Buyer and the Stockholders’ Representative) and the principles set forth in this Section 2.4 (including as set forth in the immediately preceding sentence), and not by independent review, and (iii) shall not assign a value to any disputed item greater than the greatest value for such disputed item claimed by either party in the Closing Statement or the Closing Statement Response Notice, as applicable, or less than the smallest value for such disputed item claimed by either party in the Closing Statement or the Closing Statement Response Notice, as applicable. The Accounting Referee shall deliver a statement setting forth its resolution of each unresolved disputed item within thirty (30) days of the submission of such disputed items to the Accounting Referee, which resolution shall be final, binding and conclusive on the parties. The Closing Statement shall be modified if necessary to reflect such determination by the Accounting Referee. The fees and costs of the Accounting Referee, if one is required, shall be allocated to be paid (A) by the Stockholders on the one hand, and (B) by the Cash Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Referee. For example, if the Stockholders’ Representative claims in a Closing Statement Response Notice that the Closing Working Capital is $1,000 greater than the amount determined by the Cash Buyer in the Closing Statement, and if the Accounting Referee ultimately resolves the dispute by awarding the Stockholders’ Representative $600 of the $1,000 contested, then the costs and expenses of the Accounting Referee shall be allocated 60% (i.e., 600 ÷ 1,000) to the Cash Buyer and 40% (i.e., 400 ÷ 1,000) to the Stockholders’ Representative.

Cash Buyer, the Shortfall Amount shall be paid by the Signing Stockholders (based on their respective Indemnification Percentage) to the Cash Buyer or the Cash Buyer may instruct the Escrow Agent (and, if requested by the Cash Buyer, the Stockholders’ Representative shall provide a joint written instruction with the Cash Buyer to the Escrow Agent) to release such Shortfall Amount to the Cash Buyer from the Indemnity Escrow Funds. If the Final Purchase Price is greater than the Closing Date Purchase Price determined at Closing in accordance with Section 2.2(a) (the “ Stockholders Adjustment Excess ”), then (A) the Cash Buyer shall pay an amount equal to the Stockholders Adjustment Excess to the Stockholders’ Representative on behalf of the Stockholders (which shall be distributed to the Stockholders by the Stockholders’ Representative in accordance with the Payment Allocation Schedule), and (B) the Stockholders and Cash Buyer shall direct the Escrow Agent to pay the entire Working Capital Escrow Funds to the Stockholders’ Representative on behalf of the Stockholders (which shall be distributed to the Stockholders by the Stockholders’ Representative in accordance with the Payment Allocation Schedule). Any amount owed pursuant to this Section 2.4(c) shall be referred to as the “ Final Closing Adjustment .” Any payment required under this Section 2.4(c) shall be made within five (5) Business Days of the final determination of the Final Purchase Price in accordance with the terms of this Section 2.4 by wire transfer of immediately available funds.

2.5     Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of the Stockholders’ counsel, Fillmore Riley LLP in Winnipeg, Manitoba at 11:00   a.m. local time, on the third Business Day following the date on which the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the fulfillment or waiver of those conditions) have been satisfied or waived, or at such other time and place as the Stockholders’ Representative and the Buyer may mutually agree. The date on which the Closing actually occurs is called the “ Closing Date ”.

2.6     Escrows . At Closing, the Cash Buyer shall deliver to Computershare Trust Company of Canada (the “ Escrow Agent ”), for deposit in the applicable Escrow Accounts, the Working Capital Escrow Amount and the Indemnity Escrow Amount. The Escrow Accounts and all funds therein shall be governed by the terms of an escrow agreement to be entered into by and among the Cash Buyer, the Stockholders’ Representative and the Escrow Agent, such escrow agreement to be in substantially the form attached hereto as Exhibit G (the “ Escrow Agreement ”). The Working Capital Escrow Funds shall be held in escrow for the period of time required pursuant to Section 2.4 and shall be distributable to the Cash Buyer and/or the Stockholders’ Representative (on behalf of the Stockholders) in accordance with Section 2.4 hereof and the Escrow Agreement. The Indemnity Escrow Funds shall be held and released in accordance with the terms of this Agreement and the Escrow Agreement.

2.7     Purchase Price . The sum of (a) all amounts paid by the Cash Buyer to or on behalf of the Company, the Stockholders’ Representative and/or the Stockholders pursuant to Sections 2.2 and 2.4 and (b) the Aggregate Rollover Amount paid to the Rollover Stockholders through the issuance of Parent Buyer Shares pursuant to Section 2.2(b) , are referred to herein as the “ Purchase Price ”.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF

THE COMPANY AND THE SIGNING STOCKHOLDERS ABOUT THE COMPANY

In order to induce the Buyer to enter into this Agreement, the Company and each of the Signing Stockholders represent and warrant to the Buyer that, as of the date hereof and as of the Closing Date:

3.1     Organization, Qualifications and Corporate Power .

in which the nature of the business transacted by it or the character of the properties, rights and assets owned or leased by it requires such licensing or qualification, except where the failure to have such qualification or license would not be material. True copies of its Certificate and Articles of Incorporation (the “ Articles ”) and By-laws (the “ By-laws ”), each as amended to date and made available to the Buyer, are complete and correct, and no amendments thereto are pending.

3.2     No Conflicts; Consents . Except as set forth in Schedule 3.2 , the execution and delivery by the Company of this Agreement and the other Sale Documents, and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination, cancellation, modification or acceleration of, result in the triggering of any payments or result in a loss of benefit to which the Company or any of its Subsidiaries is entitled under, any Material Contract or Lease, permit, license, authorization or obligation to which the Company or any of its Subsidiaries is a party or by which the Company’s or any of its Subsidiaries’ properties, rights or assets are bound, or result in the creation of any Lien on any property or asset of the Company or any of its Subsidiaries; (ii) violate or breach any provision of the Articles or By-laws of the Company or organizational documents of any of the Company’s Subsidiaries; or (iii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any provision of any Law or any order of, or any restriction imposed by, any Governmental Authority applicable to the Company or any of its Subsidiaries. No consent, approval, permit, declaration or filing with, or notice to, any Governmental Authority or other third party is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Schedule 3.2 .

3.3     Subsidiaries .

free and clear of all Liens (except for federal, provincial and state securities law restrictions of general applicability). Except as set forth on Schedule 3.3(a) , there are no equity or voting securities of any of the Subsidiaries (i) authorized, issued or outstanding, (ii) held in any such Subsidiary’s treasury, or (iii) reserved for issuance, and there are no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any pre-emptive rights), equity appreciation rights, calls or commitments of any character whatsoever to which the Company or any Subsidiary is a party or may be bound requiring the issuance, delivery or sale of securities, equity, ownership or voting interests of any Subsidiary.

3.4     Capitalization . The authorized capital stock of the Company as of the date of this Agreement consists of an unlimited number of shares of Voting Common shares, Non-Voting Common shares and Preferred shares, of which 6,378,648 Voting Common shares are issued and outstanding, 25,000 Non-Voting Common shares are issued and outstanding and 6,260,864 Preferred Shares are issued and outstanding and collectively, the foregoing constitute the Company Shares. All of the Company Shares have been duly authorized, validly issued and outstanding, fully paid and non-assessable and have not been issued in violation of any pre-emptive or similar rights. Schedule 3.4 sets forth a correct and complete list of (a) the names of the record owners of each of the Company Shares, and (b) the number of Company Shares owned or held by each such owner. Except as set forth on Schedule 3.4 , there are no securities of the Company (i) authorized, issued or outstanding, (ii) held in the Company’s treasury or held by any of the Company’s Subsidiaries, or (iii) reserved for issuance. Except as set forth on Schedule 3.4 , and except for the Pre-Closing Conversion, there are no outstanding subscriptions, options, warrants, commitments, pre-emptive rights, rights of first refusal or offer, deferred compensation rights, agreements, arrangements or commitments of any kind to which the Company or a Subsidiary is a party relating to the acquisition, transfer, purchase, sale or issuance of, or outstanding securities convertible into or exercisable or exchangeable for, any shares of capital stock of any class or other equity interests of the Company or such Subsidiary. Except as set forth on Schedule 3.4 , there are no agreements to which

the Company is a party with respect to the voting of any shares of capital stock or securities of the Company or any of its Subsidiaries or which restrict the transfer of any such shares. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or securities, other equity interests or any other securities of the Company. Except as set forth on Schedule 3.4 , there are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to the securities of, or other equity, ownership or voting interest in, the Company to which the Company is bound.  The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of the Company on any matter.  There are no agreements, contracts or commitments to which the Company is a party or by which the Company is bound to (A) repurchase, redeem or otherwise acquire any securities, or other equity or voting interest in, the Company or (B) vote or dispose of any securities, or other equity, or voting interest in, the Company. Except as set forth on Schedule 3.4 , there are no irrevocable proxies and no voting agreements with respect to any shares in the capital of, securities or other equity, ownership or voting interest in, the Company.

3.5     Financial Statements and Other Matters.

The information referenced in the preceding clauses (a) and (b) shall hereinafter be referred to as the “ Historical Financial Statements .” The Historical Financial Statements (including the footnotes thereto) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP applied on a consistent basis with past practices of the Company and its Subsidiaries throughout the periods involved and fairly present, in all material respects, the consolidated financial position and results of operations of the Company and its Subsidiaries as of the dates and for the periods covered thereby, except in the case of the Interim Financial Statements for (A) normal year-end adjustments and (B) the omission of accompanying notes and schedules.

3.6     Events Subsequent to the Date of the Latest Audited Balance Sheet . Except as set forth on Schedule 3.6 , since the date of the Latest Audited Balance Sheet, (a) the Company and its Subsidiaries have operated only in the ordinary

course of business consistent with past practice, (b) there has been no change in the condition (financial or otherwise), business, properties, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, except such changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect, and (c) except as specifically set forth on Schedule 3.6 hereto, neither the Company nor any of its Subsidiaries have taken any action that, if taken after the date hereof, would constitute a breach of Section 6.1 absent the consent of the Buyer.

3.7     Litigation . Except as set forth in Schedule 3.7 , there is no Action pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written communication, or to the Company’s knowledge, any oral communication that any Action, audit or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or threatened.

3.8     Compliance with Law . Except as set forth in Schedule 3.8 , neither the Company nor any Subsidiary is, nor has been since January 1, 2010, in default or violation in any material respect of any Law applicable to the Company or such Subsidiary or by which any property, right or asset of the Company or its Subsidiaries is bound. Neither the Company nor any Subsidiary has been charged with or received any written (or, to the knowledge of the Company, oral) notice or citation of any violation or alleged violation in any material respect of any Law applicable to the Company or any Subsidiary. To the Company’s knowledge no fact or condition exists that with notice or lapse of time or both would constitute a default or violation under any order, judgment, decree or injunction of any court, arbitrator or other Governmental Authority.

Without limiting the generality of the foregoing, each of the Company and its Subsidiaries is, and since January 1, 2010 has been, in compliance with all legal requirements under (a) the Foreign Corrupt Practices Act of 1977 (United States), 5 U.S.C. § 78dd-1, et seq, (b) the Corruption of Foreign Public Officials Act , S.C. 1998, c. 34 and (c) all other anti-corruption and bribery Laws, in each case, in jurisdictions in which the Company or the applicable Subsidiary thereof is carrying on business or otherwise operating, including those jurisdictions where such applicable Laws impose liability for the conduct of associated third parties (collectively, “ Anti-Bribery Laws ”). Since January 1, 2010, none of the Company or any Subsidiary has received any communication from any Governmental Authority that alleges that any of the Company or its Subsidiaries or any of their respective agents or representatives is in violation of, or has, or may have, any liability under, any Anti-Bribery Law. None of the Company or any of its Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the U.S. Department of the Treasury or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person.

3.9     Licenses and Permits . Schedule 3.9 contains a true, correct and complete list of all licenses, permits, authorizations, registrations and certifications of any Governmental Authority, which have been issued to the Company or any of its Subsidiaries and are currently in effect or which have been applied for by the Company or any of its Subsidiaries with the applications pending as set out on Schedule 3.9 (the “ Company Licenses ”). Each of the Company and its Subsidiaries has all licenses, permits, authorizations, registrations and certifications of any Governmental Authority that are necessary to conduct their respective businesses as are presently being conducted or for the lawful ownership of their respective properties and assets, except as would not be material. Each Company License is valid and in full force and effect. There is no investigation, proceeding or other Action pending or, to the Company’s knowledge, threatened that could result in the termination, revocation, suspension, or restriction of any Company License or the imposition of any fine, penalty or other sanctions for violation of any legal or regulatory requirements relating to any Company License which would be material to the Company or any of its Subsidiaries. The execution, delivery and performance of this Agreement and the other Sale Documents and the consummation of the transactions contemplated hereby and thereby will not result in the revocation, suspension, limitation or adverse modification of any Company Licenses, and no Company License will require the consent of its issuing authority to, or as a result of the consummation of, the transactions contemplated hereby.

3.10     Real and Personal Property .

3.12     Insurance . Schedule 3.12 (as may be updated following signing and before Closing if any such policy is up for renewal during such period, as disclosed on Schedule 3.12 ; provided, however, that any such policy that is up for renewal shall be renewed without any loss of or reduction in insurance coverage from the insurance coverage under such policy as of the date of this Agreement) sets forth a summary of each insurance policy held by, or for the benefit of, the Company, its Subsidiaries or any of their respective directors, officers or employees (collectively, the “ Insurance Policies ”). All of such Insurance Policies are in full force and effect and all premiums due on such policies have been paid. No notice of cancellation or non-renewal of any Insurance Policy has been received by the Company or any of its Subsidiaries and there is no claim under any Insurance Policy as to which coverage has been denied or disputed by the underwriters or issuers thereof.

3.13     Taxes . All Tax returns, declarations, election, remittances, information returns and reports in respect of all Taxes required to be filed by or on behalf of the Company and each of its Subsidiaries, including remittances of payroll source deductions (“ Tax Returns ”), have been correctly prepared and duly and timely filed with the appropriate governmental bodies (taking into account any permissible extensions of time to file such returns). Except as set forth on Schedule 3.13 , all Taxes due and owing by the Company or any of its Subsidiaries and all assessments or reassessments of Taxes have been timely paid or remitted and no further Taxes are due with respect to any taxation year of the Company or any Subsidiary ending before Closing. Neither the Company nor any of its Subsidiaries received any refund of Taxes to which it was not entitled. Except as set out on Schedule 3.13, since November 30, 2014, the Company and each of its Subsidiaries have only incurred liability for Taxes in the ordinary course of business. Except as set forth on Schedule 3.13 , there are no outstanding issues which have been raised and communicated in writing to the Company or any of its Subsidiaries by any Governmental Authority in respect of any Tax Returns filed by the

Company or its Subsidiaries. Except as set forth on Schedule 3.13 , there are no Actions with respect to the Company or any of the Subsidiaries investigated by or before any Governmental Authority including, objections, appeals and applications for review, existing or pending or, to the Company’s knowledge, proposed or threatened in respect of Taxes of the Company or any of the Subsidiaries, or any matters under discussion between the Company and any Governmental Authority relating to such Taxes. To the extent that Tax liabilities of the Company or any Subsidiary have accrued or will accrue to the Closing Date, but have not become payable, they are and will be adequately reflected as liabilities on the books and records of the Company. The Company and each of its Subsidiaries have made adequate and timely installments of Taxes required to be made. Except as set forth on Schedule 3.13 , there are no outstanding agreements or waivers extending any statute of limitation with respect to the assessment or reassessment of any Taxes. All amounts of Taxes required to be deducted or withheld by the Company and its Subsidiaries on or prior to the Closing Date from each payment made to any of the past and present shareholders, directors, officers, agents and employees or to non-resident Persons under any applicable statute (including the ITA, any provincial or state statute, and the respective regulations thereto) Canada Pension Plan contributions and employment insurance contributions, have been properly deducted and withheld and such amounts have been paid and remitted to the appropriate authorities within the prescribed times. All amounts of Taxes (including goods and services tax and provincial sales taxes) required to be collected on or prior to the Closing Date from each receipt from any of the past and present customers (or other Persons paying amounts to the Company or to each of its Subsidiary) have been properly collected and such amounts have been paid and remitted to the appropriate Governmental Authority within the prescribed times. The amount of Tax deducted or withheld or collected but not remitted by the Company and by each of its Subsidiaries will be retained in the appropriate accounts and remitted by the Company and by each of its Subsidiaries to the appropriate authorities when due. There are no circumstances as at the date hereof and on Closing which exist and could result in, or which have existed and resulted in, the application of any of section 17, subsection 18(4) or sections 78, 79, 80, 80.01, 80.02, 80.03 or 80.04 of the ITA or any equivalent provision of the taxation legislation of any province or any other jurisdiction, to the Company or to any of its Subsidiaries. Neither the Company nor any of its Subsidiaries will be required to include in a tax period ending after Closing any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period. The Company and each of its Subsidiaries have not acquired property or services from, or disposed of property or provided services to, a person with whom it does not deal at arm’s length (within the meaning of the ITA) for an amount that is other than the fair market value of such property or services, nor have the Company and each of its Subsidiaries been deemed to have done so for purposes of the ITA. For all transactions between the Company or any of its Subsidiaries, on the one hand, and any non-resident Person with whom the Company or any of its Subsidiaries were not dealing at arm's length, on the other hand, during a taxation year commencing after 1998 and ending on or before Closing, the Company and each of its Subsidiaries have made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the ITA. Except as set out on Schedule 3.13 , no claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Company or any of its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries are or may be subject to Tax by that jurisdiction. The Company Shares do not, and have not at any particular time during the sixty (60) months prior to Closing, derived, directly or indirectly, more than 50% of their fair market value from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, or (iv) options in respect of, interests in or civil law rights in any of the foregoing, whether or not the property exists, as such terms are defined for purposes of the definition of “taxable Canadian property” in subsection 248(1) of the ITA.

3.14     Contracts and Commitments . Except for those contracts listed on Schedule 3.14 (the “ Material Contracts ”), neither the Company nor any of its Subsidiaries is a party to:

any provisions requiring the Company or any Subsidiary to offer any Person terms or concessions at least as favorable as offered to one or more parties;

Prior to the date of this Agreement, the Company has made available to the Buyer true, correct and complete copies of all Material Contracts; provided, however, that the Company has not disclosed to the Buyer certain confidentiality agreements entered into with other prospective bidders prior to May 12, 2015 in connection with the sale of the Company, which the Company will provide to the Buyer on Closing and none of which contains any obligations of the Company or any of its Subsidiaries other than those contained in the Confidentiality Agreement. Each Material Contract is in full force and effect and is the legal, valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms, and to the Company’s knowledge, the other parties thereto, except as such enforceability may be limited by General Enforceability Exceptions. There exists no breach or default (or event which with or without the lapse of time or the giving of notice, or both would constitute a breach or default), under any Material Contract by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has given any written or other notice that it intends to terminate a Material Contract, nor has any of the Company or any of its Subsidiaries received any written notice or, to the Company’s knowledge, other notice, that any other party to any Material Contract intends to terminate a Material Contract. The consummation of the transactions contemplated hereunder will not cause (A) any Material Contract to cease to be in full force and effect, (B) the breach of any terms or conditions of any Material Contract, (C) the forfeiture or impairment of any material rights under any Material Contract or (D) any penalty or other adverse consequence under any Material Contract, in any of the foregoing clauses (B) through (D) that, individually or in the aggregate, would be material to the Company or would interfere in any respect with the conduct of the Business.

3.15     Loans and Advances . Except as set forth in the attached Schedule 3.15 , neither the Company nor any of its Subsidiaries has any outstanding loans or advances to any Person and neither the Company nor any of its Subsidiaries is obligated to make any such loans or advances, except, in each case, for advances to employees of the Company or any of its Subsidiaries in respect of reimbursable business expenses anticipated to be incurred by them in connection with their performance of services for the Company or any of its Subsidiaries.

3.16     Indebtedness of Company; Assumptions, Guaranties, Etc. of Indebtedness of Other Persons . Except as set forth in Schedule 3.16 , the Company and its Subsidiaries have no Indebtedness. Except as set forth in Schedule 3.16 , neither the Company nor any of its Subsidiaries have assumed, guaranteed, endorsed or otherwise become directly or contingently liable on any Indebtedness of any other Person (including liability by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds for payment, to supply funds to or otherwise invest in the debtor, or otherwise to assure the creditor against loss), except for guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business and guarantees by the Company of its Subsidiaries’ obligations and guarantees by the Subsidiaries of the Company’s obligations, in each case, in the ordinary course of business. Schedule 3.16 includes, for each item of Indebtedness, the amount outstanding, the name of the applicable lender or creditor and payment instructions for the pay-off of such Indebtedness), and true, correct and complete copies of all instruments and documents, if any, evidencing, creating, securing or otherwise relating to such Indebtedness have been provided to Buyer.

3.17     Brokers . Schedule 3.17 sets forth a true, complete and correct list of all contracts, agreements, arrangements or understandings between the Company or any Subsidiary and any broker, finder or similar agent with respect to the transactions contemplated by this Agreement and the total amount payable thereunder.

collective bargaining agreements or other similar labour contracts, and no such agreements are being negotiated; and (iii) no trade union has applied to have either the Company or any Subsidiary declared a related employer pursuant to the applicable labour standards Laws or any similar legislation in any jurisdiction in which the Company or any Subsidiary carries on business. To the Company’s knowledge, no campaigns are being conducted by any labour organization to organize any of the employees of the Company or any Subsidiary, and no such campaigns have been conducted since January 1, 2010. Since January 1, 2010, there has not been any work stoppage, slowdown or lockout due to labour disagreements. There is currently no labour strike, dispute, request for decertification, slow down or stoppage actually pending or threatened in writing or, to the Company’s knowledge, orally, against or affecting the Company or any Subsidiary.

Company nor any of its Subsidiaries have received any notice from any Governmental Authority disputing such classification.

3.19     Transactions With Related Parties . Except as set forth in Schedule 3.19 , no director, officer, or stockholder of the Company or any of its Subsidiaries, or member of the immediate family of any such Person, or any Affiliate of the Company or any stockholder of the Company or any of its Subsidiaries, or any member of the immediate family of any such Person (collectively, “ Related Parties ”), directly or indirectly, is a party to any agreement or transactions with the Company or any of its Subsidiaries. No Related Party, directly or indirectly, owns, has any right to use or otherwise has any beneficial interest in (other than the Stockholders through their ownership of the Company Shares) any assets or properties used in the businesses of the Company and/or any of its Subsidiaries.

(any such liability or obligation referred to in clauses (1), (2) and (3) being an “ Environmental Liability ”).

Authority or any other person alleging (i) that the Company, or any of its Subsidiaries has violated or is in violation of any Environmental Law or is liable for any Cleanup or (ii) that the Company or any of its Subsidiaries has any Environmental Liability and to the Company’s knowledge, no such communication is threatened.

3.23     Equipment, Fixtures and Inventor y. The Company and its Subsidiaries have good and marketable title to, or are otherwise legally entitled to use, all of their material equipment, fixtures and inventory in which the Company or one of its Subsidiaries uses in carrying on the Business, and the Company or one of its Subsidiaries has possession of all such material equipment, fixtures and inventory other than the fixtures set out in Schedule 3.23 in the possession of suppliers in the ordinary course of business. All items of inventory of the Company and its Subsidiaries consist of items of a quality and quantity useable and saleable in the ordinary course of business, except for obsolete items that have been written off in the Latest Balance Sheet in accordance with GAAP consistent with past practices. The values of the inventory of the Company and its Subsidiaries reflected in the Latest Balance Sheet reflects the Company’s normal inventory valuation policies in accordance with GAAP consistent with past practices.

3.24     Books and Records . The records and books of account of the Company and each of its Subsidiaries are correct in all material respects. The minute books of the Company and each of its Subsidiaries, true, correct and complete copies of which have been made available to the Buyer or its representatives prior to the date of this Agreement, contain materially accurate records of substantially all meetings and reflect all corporate action of the shareholders and the board of directors (including committees) of the Company and each of its Subsidiaries, as the case may be. The stock books and ledgers of the Company and its Subsidiaries, true, correct and complete copies of which have been made available to the Buyer or the Buyer’s representatives prior to the date of this Agreement, correctly record all transfers and issuances of all equity securities of the Company and each of its Subsidiaries.

3.25      Sufficiency of Assets. The Company and its Subsidiaries own, or have a valid leasehold interest in, all rights, property and assets necessary to enable them to carry on the Business immediately following Closing substantially in the same manner as it was conducted by the Company and its Subsidiaries prior to Closing.

3.26     No Undisclosed Liabilities . Except as set forth in Schedule 3.26 or for the Company’s obligations expressly set forth herein or under the other Sale Documents, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether known or unknown, and whether absolute, accrued, contingent, unmatured,

unaccrued, unliquidated, unasserted, conditional or otherwise) other than (a) liabilities that are reflected for in the Latest Balance Sheet, (b) liabilities incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practices of the Company and its Subsidiaries and reflected in the Closing Statement as “current liabilities” and (c) performance obligations pursuant to (i) Material Contracts or (ii) contracts, agreements and commitments entered into in the ordinary course of business which are not required to be disclosed in the Disclosure Schedules due to specified dollar thresholds.

3.28     Activities . The Company and its Subsidiaries are not and do not carry on the activities of a “cultural business” within the meaning of the Investment Canada Act.

3.29     Minority Shareholders Agreements with Non-Signing Stockholders . Each of the Non-Signing Stockholders, other than Philip Schwartz, has entered into a Minority Shareholders Agreement in the form attached hereto as Exhibit M , which includes for greater certainty, Drag-Along Rights in favor of the Majority Shareholders.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SIGNING STOCKHOLDERS

Each Signing Stockholder, severally and not jointly, hereby makes to the Buyer each of the representations and warranties set forth in this Article 4 with respect to such Signing Stockholder as of the date hereof and as of the Closing Date:

4.1     Company Shares . Each Signing Stockholder owns of record and beneficially the Company Shares set forth opposite such Signing Stockholder’s name on Exhibit A . Such Company Shares, when delivered by the Signing Stockholder to the Buyer pursuant to this Agreement, will be free and clear of any and all Liens (except for federal

and state or provincial securities law restrictions of general applicability). At Closing, such Signing Stockholder shall transfer to the Buyer good and marketable title to the Company Shares set forth opposite such Signing Stockholders name on Exhibit A . Other than such Signing Stockholder's Company Shares, such Signing Stockholder has no right to any equity (or phantom equity) or other ownership interest with respect to the Company or any of its Subsidiaries.  Except as set forth on Schedule 4.1 , there are no agreements, contracts or commitments to which such Signing Stockholder is a party, including voting agreements, shareholder agreements or any other similar agreements, relating to the voting or transfer of such Signing Stockholder's Company Shares.  Except as set forth on Schedule 4.1 , no Person has any rights to acquire any of the Signing Stockholder's Company Shares, and there are no options, warrants, calls or other securities or rights outstanding which are related to, are convertible into or exercisable for, or which otherwise confer on the holder thereof any right to acquire any of the Signing Stockholder's Company Shares.

4.2     Authority .

Governmental Authority applicable to such Signing Stockholder. No consent, approval, permit, declaration or filing with, or notice to, any Governmental Authority or other third party, is required by or with respect to the Signing Stockholder in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for the post-Closing filings required by Buyer under the Investment Canada Act and as set forth in Schedule 4.2(c) and such consents, approvals, permits, declarations, filings or notices which, individually or in the aggregate, would not reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement and the other Sale Documents to which the Signing Stockholder is a party or its ability to perform in any material respect any of its obligations hereunder and thereunder.

4.3     Brokers . Schedule 3.17 sets forth a true, complete and correct list of all contracts, agreements, arrangements or understandings between the Company or any Subsidiary and any broker, investment banker, financial advisor, finder or similar agent with respect to the transactions contemplated by this Agreement and the total amount payable thereunder.

4.4     Litigation . There is no Action pending or, to the Signing Stockholder’s knowledge, threatened against the Signing Stockholder which involves any, or would reasonably be expected to prevent or materially impede, interfere with or delay the consummation, of the transactions contemplated hereunder or a material asset or property owned, licensed, leased or used by the Signing Stockholder, including the Company Shares.

4.5     Residence . Except as set forth on Schedule 4.5 , each Signing Stockholder is not a Non-Resident Stockholder.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Cash Buyer and the Parent Buyer hereby make to the Company and the Stockholders the representations and warranties contained in this Article 5 as of the date hereof and as of the Closing Date:

5.1     Organization . The Buyer is a corporation duly organized, validly existing and in good standing under the laws of British Columbia, and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its respective business as currently conducted. The Buyer is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

5.2     Authorization; Validity of Agreement; Necessary Action . The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the other Sale Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Buyer of this Agreement and the other Sale Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by the board of directors of the Buyer, and no other action on the part of the Buyer or any other Person is necessary to authorize the execution and delivery by the Buyer of this Agreement and any other Sale Document to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due and valid authorization, execution and delivery hereof by the Company and the Stockholders, is a valid and binding obligation of the Buyer, and is enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by General Enforceability Exceptions. The other Sale Documents will be duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery of such other Sale Documents by the other parties thereto, such Sale Documents will constitute legal, valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their terms, except as such enforceability may be limited by General Enforceability Exceptions

5.3     No Conflict; Consents . Except as set forth on Schedule 5.3 , the execution and delivery by the Buyer of this Agreement and any other Sale Document to which it is a party, and the consummation by the Buyer of the transactions in accordance with the terms hereof and thereof, do not (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination or cancellation of, any contract, agreement, permit, license, authorization or obligation to which the Buyer is a party or by which its assets are bound, or any provision of the organizational documents of the Buyer; (b) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Buyer or (c) require from the Buyer any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except, in each case, where such violation, conflict, default, termination or failure to provide notice or to obtain consent or approval, as applicable, would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

5.4     Required Financing . At Closing, the Buyer will have sufficient funds available to consummate the transactions contemplated hereby, including to pay (a) the Purchase Price, and (b) pay any fees and expenses in connection with the transactions contemplated hereby incurred by Buyer.

5.5     Solvency . Assuming the accuracy of the representations and warranties contained in Article 3 and Article 4, immediately after Closing, and after giving effect to the transactions contemplated by this Agreement, the Company will be Solvent. For the purposes of this Agreement, the term “ Solvent ” when used with respect to any Person, means that, as of any date of determination, (a) the amount of the fair value of the assets of such Person will, as of such date, exceed the sum of (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, and (b) such Person will be able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature. For purposes of this definition, “able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

5.6     Brokers . Except as set forth on Schedule 5.6 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Company in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer or of its Affiliates.

5.7     Litigation . There is no Action pending or, to the knowledge of the Buyer, threatened against the Buyer and the Buyer is not subject to any outstanding order, writ, judgment, injunction or decree of any Governmental Authority that, in either case, would be reasonably likely, individually or in the aggregate, to result in a Buyer Material Adverse Effect.

5.8     Investment Representations .

5.9     Inspection; No Other Representations . The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Sale Documents and the transactions contemplated hereby and thereby. The Buyer understands and agrees that (a) it is acquiring the Company Shares (and therewith the Company and its Subsidiaries and their businesses) based upon the Buyer’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on

behalf of or imputed to the Company, any of its Subsidiaries or the Stockholders, except for the representations and warranties made in Article 3 or Article 4 of this Agreement or in any other Sale Document, and (b) except as expressly set forth in Article 3 or Article 4 or in any other Sale Document, neither the Company nor any Stockholder, nor any of their accountants, counsel or other representatives makes or has made any representation or warranty, express or implied, either written or oral, as to the accuracy or completeness of the information provided to the Buyer nor will any of them have any liability to the Buyer or its Affiliates relating to or resulting from the use of such information or any errors therein or omissions therefrom. The Buyer understands that neither the Stockholders nor any of their Affiliates, accountants, counsel or other representatives is acting as the Buyer’s broker or advisor in connection with the Buyer’s investment in the Company Shares. Notwithstanding the foregoing or anything to the contrary herein, (i) nothing in this Section 5.9 shall in any way limit any of the representations and warranties made by the Stockholders or the Company in Article 3 or Article 4 or any other Sale Document or any of the Stockholders pursuant to any of the Sale Documents or their respective indemnification obligations under Article 9 , and (ii) the provisions of this Section 5.9 shall not, and shall not be deemed or construed to, waive or release any claims for fraud.

ARTICLE 6

CONDUCT OF BUSINESS PENDING THE CLOSING

6.1     Conduct of Business Prior to Closing . The Company and the Selling Stockholders agree that, between the date hereof and the Closing Date, the Company and its Subsidiaries will, and the Selling Stockholders will cause the Company and its Subsidiaries to, (a) conduct the business of the Company and its Subsidiaries in the ordinary course of business and (b) use commercially reasonable efforts to preserve intact the present business organization of the Company and its Subsidiaries, keep available the services of the officers and employees of the Company and its Subsidiaries, and preserve the Company’s and the Subsidiaries’ goodwill and commercial relationships with all customers, suppliers, licensors, licensees, dealers, distributors, lenders and all other Persons having material business dealings with the Company and/or its Subsidiaries. Between the date hereof and the Closing Date, except as set forth in Schedule 6.1 or as otherwise expressly required by this Agreement (including Section 6.2 ), in furtherance of and without limiting the first sentence of this Section 6.1 , the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld or delayed), directly or indirectly:

services, make any capital or other expenditures or incur any other liabilities, in excess of $100,000 individually or in the aggregate, except for services purchased, expenditures made or liabilities incurred in the ordinary course of business;

ordinary course of business, or (iii) otherwise fail to manage the working capital of the Company and its Subsidiaries in the ordinary course of business consistent with past practice;

6.2     Pre-Closing Conversion . Notwithstanding the foregoing, prior to Closing the Company shall effect a conversion of all of the issued and outstanding Preferred Shares in accordance with and in the manner set forth in Schedule 6.2 (the “Pre-Closing Conversion”).