Exhibit 10.1

SHARE PURCHASE AGREEMENT

by and among

Sunshine Biopharma Inc.

and

Malek Chamoun

and

Nora Pharma Inc.

Dated as of October 20, 2022.

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement is entered into as of the 20^th day of October, 2022 at the city of Montreal by and among (a) Sunshine Biopharma Inc., a Colorado corporation (“Purchaser”), (b) Nora Pharma Inc., a corporation incorporated under the laws of the Province of Quebec (“Target”) and (c) Malek Chamoun (“Seller”).

RECITALS

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants of the Parties hereinafter set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

Article 1
Interpretation

In this Agreement, the following terms have the following meanings and grammatical variations of such terms shall have corresponding meanings:

“Actual Pre-Closing Taxes” has the meaning set forth in Section 2.7(a).

“Actual Transaction Expenses” has the meaning set forth in Section 2.7(a).

“Affiliate” means, as applied to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with that Person, (b) any other Person that owns or controls 50% or more of any voting class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of that Person or any of its affiliates. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by”, and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Share Purchase Agreement, as the same may be amended, restated, replaced, supplemented or novated from time to time; and the words Article and Section followed by a number or letter mean and refer to the specified Article or Section of this Share Purchase Agreement.

“[•]” means [•]Canada Inc.

“Arm’s Length” means arm’s length within the meaning of the Tax Act.

“ASPE” means Accounting Standards for Private Enterprises, as set out in the Handbook of the Institute of Chartered Accountants, as in effect from time to time;

“Authorization” means, with respect to any Person, any permit, approval, certificate, registration, consent, waiver, licence or other authorization issued, granted, given or authorized by, or made applicable under the authority of, any Governmental Authority having jurisdiction over the Person or any activities or operations of such Person.

“Basket Amount” has the meaning set forth in Section 8.4(d).

“Books and Records” means all books of account, Tax Returns and other Tax records, sales and purchase records, personnel records, Employee files and records, historic documents relating to Employee Plans, sales and purchase records, customer and supplier lists, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections and all other documents, files, correspondence and other information of Target (whether in written, electronic or other form) other than the Corporate Records.

“Business” means the business currently carried on by Target consisting of the commercialization of prescription drugs, behind-the-counter, over-the-counter and on-the-shelves drugs and supplements.

“Business Authorizations” has the meaning set forth in Section 3.17.

“Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in Montreal, Quebec.

“Business IP” means the Owned IP and the Licensed IP.

“CEWS” means the Canada emergency wage subsidy pursuant to subsection 125.7(2) of the Tax Act, as amended and the Canada emergency rent subsidy pursuant to subsection 125.7(2.1) of the Tax Act, as amended.

“Closing” means the completion of the transaction of purchase and sale contemplated in this Agreement.

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

“Closing Date Statement” has the meaning set forth in Section 2.7(a).

“Competition Act” means the Competition Act (Canada) and includes the regulations promulgated thereunder.

“Confidentiality Agreement” means the non-disclosure agreement entered into between Purchaser, Target and Seller dated June 10, 2022.

“Consent” means any consent, approval, waiver or other authorization required under a Contract.

“Contracts” means all agreements, arrangements, understandings, commitments and undertakings (whether written or oral), to which a Person is a party or a beneficiary or pursuant to which any of its Property is or may be affected.

“Core Representations” has the meaning set forth in Section 8.3(a)(i).

“Corporate Records” means the corporate records of Target, including (a) all constating or constituting documents, articles and by-laws, (b) all minutes of meetings and resolutions of shareholders and directors since the date of incorporation, including minutes prior to any amalgamation, and (c) the share certificate books, securities register, register of transfers and register of directors.

“Cultural Business” means a business in Canada that carries on any of the activities identified under section 14.1(6) of the Investment Canada Act or its regulations as constituting a “cultural business”.

“Current Liabilities” means as of immediately prior to the Closing, the items listed in Exhibit C.

“Damages” means any loss, liability, obligation, claim, damages, fines and other penalties, costs, charges or expenses (including costs of investigation and defence and the full amount of all reasonable legal fees and other professional fees).

“Data Room” means Target’s electronic data room set up on the iDeals Solutions VDR site and made available to Purchaser for the purpose of this Agreement.

“Direct Claim” means any cause, matter, thing, act, omission or state of facts not involving a Third Party Claim or a Tax Claim, which entitles an Indemnified Person to make a claim for indemnification under this Agreement.

“Disclosure Schedule” means the disclosure schedule of Target delivered to Purchaser concurrently with the execution of this Agreement.

“Dispute Notice” has the meaning set forth in Section 2.7(c).

“Divesture of [•]” means the sale by the Seller, [•]Inc., and [•]Québec Inc., immediately prior to Closing, of all of the shares in the capital of [•].

“Earn-Out Amount” has the meaning set forth in Section 2.6(a).

“Earn-Out Period” means each twelve-month period comprised between January 1st and December 31st of each financial year of Target after the Closing Date until full payment of the Earn-Out Amount.

“Earn-Out Statement” has the meaning set forth in Section 2.6(d).

“Employee” means an individual who is employed by Target, whether on a full time or part time basis or otherwise, including any such individual on an authorized or statutory leave of absence, including disability (long-term or short-term), workplace safety and insurance, workers’ compensation, maternity, paternity or parental or other statutory or approved leave.

“Employee IP Agreements” means written agreements relating to the protection of proprietary information and assignment of Intellectual Property rights to a Person by its employees.

“Employment Agreement” means the employment agreement entered into by and between Target and Seller as of the Closing Date.

“Employee Pension Plans” has the meaning set forth in Section 3.41(a).

“Employee Plans” has the meaning set forth in Section 3.41(a).

“Encumbrance” means (a) any lien, hypothec, mortgage, charge, pledge, prior claim, security interest, lien (statutory or otherwise), privilege, Bank Act (Canada) security, servitude, easement, right of superficies or co-ownership, right of use, usufruct, emphyteusis, reserve, notice of expropriation, statutory claim, encroachment, title defect, restriction on transfer (such as a pre-emptive right or right of first refusal), restrictive covenant, conditional sale, resolutory condition, ownership or title retention agreement, notice of contamination or notice of restriction of land use, and (b) any other encumbrance of any nature or any arrangement or condition which, in substance, secures payment or performance of an obligation, in each case, whether registered or not.

“Environment” means water, atmosphere and soil or a combination of any of them, or generally, the ambient milieu with which living species have dynamic relations.

“Environmental Authorization” means all Authorizations issued pursuant to any Environmental Laws in connection with the operation of the Business or the current or former ownership and use by Target of any Property currently or formerly owned, leased or used by Target or over which the Target has or has had charge, management or control (including the Leased Properties).

“Environmental Laws” mean all Laws and any implementing regulations or written agency guidance, directive or policy relating to public and occupational health and safety or the Environment including the Environment Quality Act and relating to (i) releases or threatened releases of Hazardous Substances, including, where applicable, the Guide d’intervention – Protection et réhabiliation des terrains contaminés published by the Quebec Ministry of Environment and Fight against Climate Changes in May 2021; or (ii) the manufacture, processing, distribution, use, treatment, storage, transport or management of Hazardous Substances.

“Environmental Notice” means any written directive, warning or notice of violation, non-compliance or infraction or written notice respecting any claim, demand, investigation, proceeding, judgment or Order from any Governmental Authority or third party relating to non-compliance with, or breach of, any Environmental Laws or Environmental Authorizations by Target.

“Environmental Release” means any emission, discharge, release, deposit, disposal, issuance, spray, injection, abandonment, escape, migration, spill, leak, seepage, disposal or exhaust (other than exhaust from a vehicle) of any Hazardous Substance, or other occurrence or event defined as such in any Environmental Laws.

“Escrow Agent” means BCF LLP.

“Escrow Agreement” means the escrow agreement in the form attached hereto as Exhibit B to be entered into at Closing by and among Purchaser, Seller and the Escrow Agent.

“Escrow Period” means the period expiring on the date that is 24 months after the Closing Date.

“Estimated Cash Payment” has the meaning set forth in Section 2.4(b).

“Estimated Pre-Closing Taxes” has the meaning set forth in Section 2.4(a).

“Estimated Statement” has the meaning set forth in Section 2.4(a).

“Estimated Transaction Expenses” has the meaning set forth in Section 2.4(a).

“Final Determination” has the meaning set forth in Section 8.9(e).

“Financial Statements” means (a) the audited financial statements of Target, prepared in accordance with US GAAP, as at (i) June 30, 2021 and (ii) June 30, 2022.

“Flow of Funds” means the document that sets out the payments to be made at Closing pursuant to Section 2.5, in a form to be agreed by the Parties during the Closing Period.

“Governmental Authority” means (a) any supranational, multinational, national, federal, provincial, territorial, regional, state, county, municipal, local or other governmental or public department, commission, council, central bank, court, arbitral body with legal jurisdiction, commission, board, tribunal, bureau or agency, domestic or foreign, (b) any subdivision or authority of any of the above, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or Tax authority under or for the account of any of the above.

“Government Assistance Program” has the meaning set forth in Section 3.38(q).

“Gross Sales” means the total sales of the Target, unadjusted for the costs related to generating those sales.

“Gross Sales Increase” means the increase in Gross Sales corresponding to the difference between (i) the Gross Sales for a specific Earn-Out Period, and (ii) the Gross Sales for the Earn-Out Period ended immediately before. For the avoidance of doubt, the Gross Sales Increase for 2023 shall be the Gross Sales for the Earn-Out Period ended in 2023, less the 2022 Gross Sales.

“Hazardous Substance” means (a) any substance or material that is prohibited, regulated or designated as a pollutant, contaminant, toxic substance, deleterious substance, dangerous good, waste or residual material, hazardous waste or hazardous residual material, hazardous substance or hazardous material under any provision of Environmental Laws, (b) any petroleum product or by-product and derivatives thereof, (c) any substance or material that is toxic, explosive, poisonous, corrosive, flammable, radioactive, oxidizing, leachable, carcinogenic or mutagenic, (d) asbestos and any asbestos-containing material, (e) chlorinated solvents and (f) polychlorinated biphenyls.

“Indebtedness” means as of immediately prior to the Closing, the aggregate amount (including the current portions thereof) of all principal of, and accreted value and accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of the following (calculated without any duplication): (a) any indebtedness of Target or jointly with [•]for borrowed money, (b) any indebtedness of Target or jointly with [•]evidenced by any note, bond, debenture or other debt security or instrument, (c) all obligations of Target or jointly with [•]issued or assumed as the deferred purchase price of Property or services, all conditional sale, earn-out obligations or seller notes of Target, all post-Closing true-ups or other similar payments of Target, and all obligations of Target under any title retention agreement, each calculated at the maximum amount payable under or pursuant to such obligations (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course (other than the current liability portion of indebtedness for borrowed money)), (d) any obligations of Target or jointly with [•]under leases classified as capital or financial leases in the Financial Statements or required to be capitalized in accordance with ASPE, (e) all obligations of Target for the reimbursement of any obligor on any letter of credit other than the letters of credit listed in Exhibit C, banker’s acceptance, performance bond or similar credit transaction, (f) any obligations with respect to the termination of any interest rate hedging or swap agreements, (g) any obligations of Target for overdrawn bank accounts of Target, (h) any obligations of Target for overpayments received from customers and any other credits to the reported liabilities set forth in the Financial Statements, (i)  any amounts owed to former shareholders of Target, (j) any obligations or liabilities owing and repayable by Target to any Governmental Authority pursuant to any Government Assistance Program and including for the avoidance of doubt any income Tax relating to the COVID-19 programs implemented by any Governmental Authority, (k) any declared but unpaid dividends or distributions,(m) all accrued but unpaid severance obligations (including the employer portion of any applicable payroll taxes) in respect of any terminated employees, directors or officers (m) any unpaid payroll Taxes deferred by the Target under CEWS or pursuant to or in connection therewith, (n) all amounts that become payable by the Target as a result of the Closing, including any transaction bonuses, change of control bonuses, retention bonuses, other bonuses, fees distributions, remuneration or other compensation, (o) all obligations of the type referred to in clauses (a) through (n) of any Persons the payment of which Target is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, (p) all obligations of the type referred to in clauses (a) through (q) of other Persons secured by any Encumbrance on any Property of Target (whether or not such obligation is assumed by Target), and (r) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any Indebtedness of the types referred to above, but excluding: (A) the Current Liabilities, (B) all accrued but unpaid vacation entitlements and severance obligations (including the employer portion of any applicable payroll taxes) in respect of any present employees, directors or officers, and (C) unpaid bonuses payable to any employee (which may or may not be accrued on the balance sheet but relate to pre-Closing operation).

“Indemnification Notice” has the meaning set forth in Section 8.6(a).

“Indemnified Person” means a Person with indemnification rights or benefits under this Agreement.

“Indemnifying Party” means a Party which may have an obligation or liability for indemnification under this Agreement.

“Indemnitee Representative” means (a) where the Indemnified Person is any Purchaser Indemnified Person, Purchaser, or (b) where the Indemnified Person is any Seller Indemnified Person, Seller.

“Indemnitor Representative” means (a) in the case of a claim for Damages under Section 8.1, Seller, or (b) in the case of a claim for Damages under Section 8.2, Purchaser.

“Indemnity Escrow Account” means a separate interest bearing account, set up pursuant to the Escrow Agreement, where the Indemnity Escrow Amount is held for disbursement by the Escrow Agent.

“Indemnity Escrow Amount” means the portion of the Earn-out Amount reserved for indemnification from time to time, up to the Maximum Escrow Amount, together with all interest, dividends and other income thereon.

“Information Technology” means all computer systems, data storage, appliances, communication networks and associated infrastructure, software and hardware, whether owned, leased or licenced, and all applicable proprietary rights in such systems, software and hardware, including all documentation and other materials related thereto.

“Intellectual Property” means all intellectual property of any nature, including: (a) inventions (whether or not patentable and whether or not reduced to practice), patents, patent applications, provisionals, reissuances, divisions, revisions, supplementary protection certificates, continuations, continuations-in-part, extensions, renewals, substitutions and re-examinations, and all patents issuing on the foregoing and all equivalent or similar rights anywhere in the world in inventions and discoveries including invention disclosures; (b) registered or unregistered trademarks, service marks, trade dress, logos, trade names and corporate names, business, corporate and product names and slogans and all goodwill associated therewith; (c) works of authorship, copyrights and moral rights; (d) mask works and any equivalent or similar rights in semiconductor masks, layouts, architectures or topologies; (e) databases, data compilations and data collections; (f) trade secrets and other confidential information, including ideas, discoveries, concepts, research and development, know-how, formulas, compositions, processes, techniques, technical data, clinical trial data, designs, drawings, specifications, and business and marketing plans; (g) domain names, web addresses and websites; (h) works of authorship including computer programs and software implementations of algorithms, models and methodologies, source code, object code and executable code, whether embodied in software, firmware or otherwise, designs, methods, techniques, processes, files, industrial models, schematics, specifications, net lists, build lists, descriptions, flow-charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and data and documentation related to any of the foregoing; (i) any other intellectual property rights of any nature whatsoever anywhere in the world; and (j) all applications, registrations and renewals in connection with any and all of the foregoing.

“Investment Canada Act” means the Investment Canada Act (Canada) and includes the regulations promulgated thereunder.

“Investment Shares” means 3,700,000 shares of Common Stock in the capital of Purchaser.

“Investment Shares Value” means $5,000,000.

“Laws” include any federal, provincial, state, foreign or local law, act, constitution, common law, treaty, statute, ordinance, rule, regulation, code, policy, guideline, protocol or Order having force of law in Canada or that is otherwise enforced by a Canadian Governmental Authority.

“Leased Properties” means the lands and premises set out and described in Section 3.23(c)(i) of the Disclosure Schedule by reference to their municipal address and proper legal description.

“Leases” means the leases and offers to lease in respect of the Leased Properties set out and described in Section 3.23(c)(i) of the Disclosure Schedule.

“Legal Proceeding” means any litigation, action, application, motion, suit, investigation or audit, hearing, claim, complaint, grievance or proceeding before or by any Governmental Authority, including any appeal or review thereof and any application for leave for appeal or review.

“Licensed IP” means all Intellectual Property that Target has the right to use under a Contract with another Person and which is material to the Business but excluding all off-the-shelf software.

“Material Adverse Change” means any fact, change, circumstance or condition that, when considered either individually or in the aggregate with such other facts, changes, circumstances or conditions, has had or would be reasonably expected to have a material adverse change in the business, activities, assets, liabilities, operations, properties, results of operation, or condition (financial or otherwise) of Target, except to the extent resulting from (A) changes generally adversely affecting the Canadian economy (so long as Target is not disproportionately affected thereby); (B) changes adversely affecting the industry in which Target operates (so long as Target is not disproportionately affected thereby); (C) the announcement or pendency of the transactions contemplated by this Agreement; (D) acts of war, sabotage or terrorism, military actions or the escalation thereof; (E) any pandemic (including COVID-19), hurricane, tornado, flood, earthquake, natural disasters, act of God or other comparable events; (F) any changes in applicable Laws or accounting rules or principles, including changes in ASPE; and (G) any other action required by this Agreement.

“Material Contracts” has the meaning set forth in Section 3.24.

“Maximum Escrow Amount” means an aggregate maximum amount of $ 1,500,000 for the entire Escrow Period.

“Neutral Accountant” has the meaning set forth in Section 2.7(f).

“Non-Competition Agreement” has the meaning set forth in Section 7.1(e)(viii).

“Notice Period” has the meaning set forth in Section 2.7(c).

“Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination, award or sanction made, issued or entered by or with any Governmental Authority.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent (in nature, scope and magnitude) with the past customs and practices of such Person or its business, as the case may be, and is taken in the ordinary course of the normal day-to-day operations of such Person or its business.

“Owned IP” means all Intellectual Property Rights that Target owns, other than through an inbound license.

“Parties” means Seller, Purchaser, Target and any other Person who may become a party to this Agreement.

“Permitted Encumbrances” means on the Closing Date (a) Encumbrances for Taxes, assessments or governmental charges or levies which relate to obligations not yet due or delinquent, the validity of which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with ASPE have been made in the Target’s books, (b) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown, (c) notices of lease, title defects or irregularities disclosed as part of the documents and information registered against title prior to the Closing Date which are of minor nature, (d) undetermined or inchoate Encumbrances arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Laws or of which written notice has not been given in accordance with applicable Laws, (e) Encumbrances arising under conditional sales contracts and equipment leases with third parties entered into the Ordinary Course, if any, (f) a moveable hypothec registered in favor of Investissement Québec under number 21-0818143-0001 of the Registre des droits personnels et réels mobiliers, and (g) a moveable hypothec registered in favor of Bank of Montreal under number 22-0597986-005 of the Registre des droits personnels et réels mobiliers

“Person” includes a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, joint-stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority.

“Personal Information” means information that is protected by any Privacy Laws.

“Pre-Closing Tax Period” means a taxation year or fiscal period that ends on or before the Closing Date and the portion of a Straddle Period that ends on the Closing Date.

“Pre-Closing Taxes” means the aggregate amount representing all income or other Taxes, if any, payable by Target with respect to the Pre-Closing Tax Period including, for the avoidance of doubt, in connection with any Taxes related to the Pre-Closing Transactions.

“Pre-Closing Transactions” means, collectively, the transactions, steps and documents to be implemented by Target and Seller prior to Closing, as listed and described in Exhibit D and shall include, for the avoidance of doubt, (i) Seller’s Reorganization and (ii) the Divesture of [•].

“Prime Rate” means, at any time, the rate of interest per annum equal to the rate which the principal office of the Bank of Montreal in Montréal, Quebec quotes, publishes and refers to as its “prime rate” and which is its reference rate of interest for commercial loans in Canadian dollars made in Canada to Canadian borrowers, adjusted automatically with each quoted or published change in such rate, all without the necessity of any notice to a Party or any other Person.

“Privacy Laws” means the Act Respecting the Protection of Personal Information in the Private Sector (Quebec), the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any other similar Laws in Canada governing the protection, receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, retention, deletion, disposal, destruction, disclosure or transfer of Personal Information or breach notification in respect of Personal Information in any jurisdiction of Canada.

“Property” means all property and assets of any nature whatsoever, including any corporeal or incorporeal, tangible or intangible, movable or immovable, or personal or real property of any Person.

“Purchase Price” has the meaning set forth in Section 2.2.

“Purchased Shares” has the meaning set forth in the Recitals hereto.

“Purchaser” has the meaning set forth in the description of the Parties hereto.

“Purchaser Indemnified Persons” means (a) Purchaser, (b) if Closing occurs, Purchaser and Target, and (c) to the extent named or involved in any Third Party Claim or Tax Claim, their respective Affiliates, employees, directors, shareholders, officers, representatives and related Persons.

“Reference Date” means June 30, 2022.

“Related Party” means, with respect to any Person, (a) any Affiliate of such Person, (b) any current or former director, officer, shareholder, partner or employee of such Person or any Person referred to in clause (a), (c) any member of the immediate family of such Person or individual referred to in clause (b), and (d) any trust or other Person (other than the Target) in which such Person or any of the individuals referred to in clauses (b)  and (c) holds (or in which more than one of such Person or individuals collectively hold) beneficially or otherwise, a direct or indirect beneficial ownership of equity interest.

“Related Party Contracts” has the meaning set forth in Section 3.26(a).

“Resolution Period” has the meaning set forth in Section 2.7(e).

“Seller Indemnified Persons” means (a) Seller, (b) if Closing does not occur, Seller and Target, and (c) to the extent named or involved in any Third Party Claim, their respective Affiliates, employees, shareholders, directors, officers, representatives and related Persons.

“Seller” has the meaning set forth in the description of the Parties hereto.

“Seller’s Reorganization” means the purchase by the Seller, immediately before Closing, of the shares in the capital of Target held by [•]Inc. and [•]Québec Inc.

“Straddle Period” means a taxation year or fiscal period that includes, but does not begin or end on, the Closing Date.

“Straddle Period Return” means a Tax Return for a Straddle Period.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof, is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more subsidiaries of that Person or a combination thereof. For these purposes, a Person or Persons are deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons are allocated a majority of partnership, association or other business entity gains or losses or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“Target” has the meaning set forth in the description of the Parties hereto.

“Tax Act” means the Income Tax Act (Canada).

“Tax Authority” means the Canada Revenue Agency, the Receiver General for Canada, Revenu Québec and any other federal, state, local, provincial, territorial or other Governmental Authority in any jurisdiction that is responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of Taxes.

“Tax Claim” means any assessment, reassessment or draft reassessment or other demand that is initiated, instituted or asserted by a Tax Authority which entitles the Indemnified Person to make a claim for indemnification under this Agreement relating to Taxes.

“Tax Proceeding” has the meaning set forth in Section 8.9(b).

“Tax Returns” means all returns, reports, declarations, information returns, designations, elections, notices, filings, forms, statements, claims for refund, and other documents (whether in written, electronic or other form) and any amendments, schedules, attachments, supplements, appendices and exhibits thereto, which have been prepared or filed or required to be prepared or filed in respect of Taxes.

“Taxes” includes any taxes, duties, assessments, imposts, fees, duties, withholdings, levies and other charges of any nature imposed or collected by any Tax Authority and incudes all interest, penalties, fines, additions to tax or other additional amounts imposed by any Tax Authority including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, license, severance, stamp, premium, windfall franchise, alternative or add on minimum, estimated, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, withholding, business, Property, occupancy, employer health, payroll, employment, unemployment, disability, health, social services, education and social security taxes or charges, all surtaxes, all customs duties and import and export taxes, countervailing and antidumping, and all employment insurance, health insurance, and Canada and Quebec and other government pension plan and other employer plan premiums, contributions or withholdings, CEWS or other Government Assistance Programs, and all other taxes and similar government charges, levies or assessments of any kind imposed by any Tax Authority. pension plan.

“Third Party Claim” means any Legal Proceeding or demand other than a Tax Claim that is initiated, instituted or asserted by a third party, including a Governmental Authority, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“Transaction Documents” means this Agreement, the Escrow Agreement, the Non-Competition Agreement, the Employment Agreement, the Vote Pooling Agreement and all other agreements, certificates and other instruments or documents delivered or given pursuant to this Agreement.

“Transaction Expenses” means all of the following, to the extent incurred by Target but not paid as of Closing: (a) all fees and disbursements of attorneys, investment bankers, accountants and other professional advisors which, in each case, have been incurred by Target in connection with the preparation, execution and consummation of the transactions contemplated by this Agreement, including the Pre-Closing Transactions; (b) any fees and expenses incurred by Target (or by Seller, to the extent payable by Target) in connection with obtaining waivers, consents or approvals of any Governmental Authority or third parties on behalf of Target in connection with the consummation of the transactions contemplated hereby; (c) all brokers and finders fees payable by Target; and (d) all sale, change of control, “stay-around”, retention, severance or similar bonuses or payments (including all Taxes related thereto to be paid by Target) to current or former directors, officers, employees and consultants of Target payable solely as a result of the Closing.

“Transfer Agent” means EquinitiTrust Company.

“True-Up Payment” means the sum of the following (any and all of which may be negative number): (a) Estimated Pre-Closing Taxes minus Actual Pre-Closing Taxes; plus (b) Estimated Transaction Expenses minus Actual Transaction Expenses.

“Vote Pooling Agreement” means the voting agreement entered into by and between the Seller and Target as of the Closing Date.

“1933 Act” has the meaning set forth in Section 7.3.

“2022 Gross Sales” means the Gross Sales of Target for the financial year ending on June 30, 2022, being $13,595,329.

Any reference in this Agreement to gender includes all genders and words importing the singular include the plural and vice versa.

Except where expressly stated otherwise, in this Agreement:

If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted but the day of its expiry is counted. If the last day of any such period is not a Business Day, such period will end on the next Business Day.

The inclusion of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect or be used in the construction or interpretation of this Agreement.

All monetary amounts in this Agreement, unless otherwise specifically indicated, are stated in Canadian currency.

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge or awareness of Target or Seller, it is deemed to refer to the actual knowledge, after due reasonable inquiry of Malek Chamoun.

When not referring to the Financial Statements, all accounting and financial terms and references not defined in this Agreement are to be interpreted in accordance with ASPE.

Unless otherwise specifically indicated, any reference to a statute in this Agreement refers to that statute and to the regulations made under that statute as at the date of this Agreement and the Closing Date, as the same may, from time to time, be amended, re-enacted or replaced.

The Parties and their counsel have participated jointly in the negotiation and drafting of this Agreement and each of the Transaction Documents. If an ambiguity or a question of intent or interpretation arises, this Agreement and each of the Transaction Documents are to be construed as if drafted jointly by the Parties. No presumption or burden of proof should arise in favour of any Party by virtue of the authorship of any provision of this Agreement or any of the Transaction Documents.

Article 2
Purchased Shares and Purchase Price

Subject to the terms and conditions of this Agreement, on the Closing Date Seller covenants and agrees to sell, assign, transfer and deliver to Purchaser and Purchaser covenants and agrees to purchase and acquire from Seller the Purchased Shares.

The Pre-Closing Taxes and any Transaction Expenses as of Closing, shall be assumed in their entirety by the Seller.

On the Closing Date, Purchaser shall pay the following:

By way of example and for illustration purpose only:

Should the Gross Sales of the Target for the first Earn-Out Period exceed the 2022 Gross Sales by $5,500,000, then Seller shall be entitled to an Earn-Out Amount equal to 5.5 times $250,000.

Should the Gross Sales of the Target for the second Earn-Out Period exceed the 2022 Gross Sales by $9,000,000, then Seller shall be entitled to an Earn-Out Amount equal to 3.5 times $250,000.

Any and all amounts payable pursuant to this Agreement, including all adjustments and indemnities hereunder, outstanding at any time in whole or in part beyond the delay provided for payment shall bear interest on the outstanding sum owing thereunder at the rate per annum equal to the Prime Rate plus five percent (5%) per annum, calculated daily and payable monthly in arrears on the last day of each and every month, with interest on all overdue interest at the same rate and calculated and payable in the same manner.

Article 3
Representations and Warranties WITH RESPECT TO TARGET

Seller hereby represents and warrants as follows to Purchaser and acknowledges and confirms that Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares:

Target is a solvent Person (within the meaning of the Bankruptcy and Insolvency Act (Canada) duly incorporated, amalgamated or continued, as the case may be, organized and existing under the Laws of its jurisdiction of incorporation, amalgamation or continuation, as the case may be, and has the corporate power and authority to own and operate its Property, carry on its business in each jurisdiction in which it carries on such business and enter into, deliver and perform its obligations under the Transaction Documents to which it is a party.

The execution, delivery and performance by Target of the Transaction Documents to which it is a party:

The execution, delivery and performance by Target of the Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

Except as set out in Section 3.4 of the Disclosure Schedule, there is no requirement for Target to make any filing with, give any notice to, or obtain any Authorization or Consent of, any Governmental Authority or any Person who is a party to a Material Contract binding on or affecting Target, as a result of, or in connection with, or as a condition to the lawful completion of, the transactions contemplated by the Transaction Documents to which Target is a party.

The Transaction Documents to which Target is a party have been (or will be) duly executed and delivered by Target and constitute (or will constitute) legal, valid and binding obligations of Target, enforceable against it in accordance with its terms.

Except for Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option, warrant, understanding or commitment or any right or privilege (whether by Law, contractual or otherwise) capable of becoming such for:

Except as specifically contemplated under the Pre-Closing Transactions, since the Reference Date, Target has not declared or paid any dividends or declared or made any return of capital or other distribution on any of its shares or other securities nor Target has, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or other securities or agreed to do any of the foregoing.

A true and complete list of all of the directors and officers of Target as of the date of this Agreement is set out in Section 3.9 of the Disclosure Schedule.

Except as set out in Section 3.10 of the Disclosure Schedule, Target has never been a party to, subject to, or affected by, any unanimous shareholders agreement or declaration and there is no shareholder agreement, pooling agreement, voting trust or other similar agreement which restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of Target or which affects the ownership or voting of any of the securities of Target.

Target is qualified, licensed or registered to carry on business in the jurisdictions set out in Section 3.11 of the Disclosure Schedule, which include all jurisdictions in which:

The Corporate Records are complete and accurate in all material respects and all corporate proceedings and actions reflected in such Corporate Records have been conducted or taken in compliance with all applicable Laws and with the articles and by-laws of Target.

Target has no Subsidiaries and holds no securities or other ownership, equity or proprietary interests in any other Person.

Except as set out in Section 3.14 of the Disclosure Schedule and as specifically contemplated under the Pre-Closing Transactions, since the Reference Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, Target has not:

Except as disclosed in Section 3.15 of the Disclosure Schedule, since the Reference Date, there has not been any Material Adverse Change.

Target owns (with good, valid and marketable title) all of the properties that it purports to own including all the properties reflected as being owned by Target on the balance sheet forming part of the Financial Statements or otherwise in its Books and Records. Target has legal and beneficial ownership of such properties free and clear of all Encumbrances other than Permitted Encumbrances. This Section 3.21 does not relate to Intellectual Property, which is the subject of Section 3.27.

No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by Law, contractual or otherwise) capable of becoming such for the purchase or other acquisition from Target of any of its Property other than pursuant to purchase orders for inventory sold in the Ordinary Course.

Except for the Related Party Contracts, the Contracts, and the letters of credit of Target set out in Section 3.24 of the Disclosure Schedule (collectively, the “Material Contracts”) and Employee Plans of Target, Target is not a party to or bound by:

True, correct and complete copies of all Material Contracts have been made available to Purchaser.

All accounting and financial Books and Records have been fully, properly and accurately kept and are complete in all material respects. The Books and Records are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not or will not be available to Target in the Ordinary Course prior to and after Closing.

The Financial Statements have been prepared from and using the Books and Records in accordance with US GAAP applied on a basis consistent with those of previous fiscal years, are complete and accurate in all material respects and present fairly (a) the assets, liabilities, sales, income, losses, retained earnings, accruals, reserves, adjustments and financial condition of Target, (b) the results of operations of Target, and (c) the changes in financial position of Target, all as at the dates and for the periods specified in such statements. True, correct and complete copies of the Financial Statements are attached as Section 3.31 of the Disclosure Schedule.

Except as reflected or reserved against in the balance sheet forming part of the Financial Statements, Target does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) other than liabilities and obligations incurred in the Ordinary Course since the Reference Date.

Section 3.33 of the Disclosure Schedule is a true, correct and complete list showing:

Section 3.34 of the Disclosure Schedule sets out a true, correct and complete list of the 10 largest customers (including distributors) and 10 largest suppliers of Target by dollar amount for the 12-month period prior to Closing. Such list includes the value of the sales and purchases for each such customer and supplier during that time. No such customers or supplier has indicated that it intends to modify its relationship with Target in a manner substantially different than as existing prior to the date of this Agreement.

Section 3.36 of the Disclosure Schedule is a list of insurance policies which are maintained by or on behalf of Target setting out, in respect of each policy, a description of the type of policy, the name of insurer, the coverage, the expiration date, the annual premium and any pending claims. Target is not in default with respect to any of the provisions contained in the insurance policies, nor has it failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. Except as set out in Section 3.36 of the Disclosure Schedule, in the past three (3) years, there has been no change in the relationship of Target with its insurers, the availability of coverage, or the premiums payable pursuant to the policies. To the knowledge of Seller, there are no circumstances or occurrences which would reasonably be expected to form the basis of a material increase in premiums for the current insurance coverage maintained by Target.

Target has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction Documents for which Purchaser or Target may become liable.

The enterprise value, calculated in the manner prescribed under the Investment Canada Act and its regulations, of the assets of Target, is less than CA$1.565 Billion. No part of the Business constitutes a Cultural Business.

For the purpose of subsection 110(3) of the Competition Act, the aggregate value of the assets of Target in Canada, determined in accordance with the Competition Act and its regulations, do not exceed $93,000,000, nor do the gross revenues from sales in or from Canada, determined in accordance with the Competition Act and its regulations, generated from such assets exceed $93,000,000.

There are no disagreements of any kind, including, but not limited to, any disagreements regarding fees owed for services rendered, presently existing, or reasonably anticipated by the Seller or Target to arise between Target and its accountants and lawyers formerly or presently engaged by Target, which could affect the Seller’s or Target’s ability to perform any of its obligations under this Agreement. Target is current with respect to any fees owed to its accountants and lawyers and will pay any and all amounts then-outstanding prior to the Closing.

Article 4
Representations, Warranties AND COVENANT of Seller

Seller hereby represents, warrants, and covenant as follows to Purchaser and acknowledges and confirms that Purchaser is relying upon the representations and warranties in entering into this Agreement and purchasing the Purchased Shares:

Seller is a solvent Person (within the meaning of the Bankruptcy and Insolvency Act (Canada)) and has full legal capacity to enter into and perform Seller’s obligations under the Transaction Documents to which Seller is a party.

The execution, delivery and performance by Seller of the Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of its constating or constituting documents, shareholders’ agreements, by-laws or resolutions of its trustees, administrators, managers, board of directors, shareholders, partners, members, beneficiaries or other stakeholders, as applicable.

The execution, delivery and performance by Seller of the Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

There is no requirement for Seller to make any filing with, give any notice to, or obtain any Authorization of any Governmental Authority or Consent of any Person who is a party to a Contract binding on or affecting Seller, as a result of, or in connection with, or as a condition to the lawful completion of, the transactions contemplated by the Transaction Documents to which it is a party.

The Transaction Documents to which Seller is a party have been (or will be) duly executed and delivered by Seller and constitute (or will constitute) legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

The Purchased Shares set forth beside Seller’s name in Exhibit A are owned by the Seller as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Encumbrances including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, Target’s articles or otherwise. Upon completion of the transactions contemplated by this Agreement, Purchaser will have legal and beneficial and good and valid title to such Purchased Shares, free and clear of all Encumbrances.

There is no Legal Proceeding in progress or, to the knowledge of Seller, pending or threatened, against or affecting him or the Purchased Shares, which may affect Seller’s ability to complete the transactions contemplated by this Agreement. To the knowledge of Seller, no event has occurred, or circumstance exists which may give rise to, or serve as a valid basis for, the commencement of any such Legal Proceeding.

Seller has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction Documents for which Purchaser or Target may become liable.

Seller is not a non-resident of Canada for the purposes of the Tax Act and is not a “U.S. person” for the purposes of the United States Securities Act of 1933.

Article 5
Representations and Warranties of Purchaser

Purchaser represents and warrants as follows to Seller and acknowledges and confirms that Seller is relying on the representations and warranties in entering into this Agreement and selling the Purchased Shares to Purchaser:

Purchaser is a corporation incorporated, organized and existing under the Laws of its jurisdiction of incorporation, amalgamation, or continuation, as the case may be, and has the corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party.

The execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party:

The execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

There is no requirement for Purchaser to make any filing with, give any notice to, or obtain any Authorization of any Governmental Authority or Consent of any Person who is a party to a Contract binding on or affecting Purchaser as a result of, or in connection with, or as a condition to the lawful completion of, the transactions contemplated by the Transaction Documents to which it is a party.

The Transaction Documents to which Purchaser is a party have been (or will be) duly executed and delivered by Purchaser and constitute (or will constitute) legal, valid and binding obligations of Purchaser, enforceable against it in accordance with their respective terms.

The issuance of the Investment Shares pursuant to this Agreement has been duly authorized by all necessary corporate action. Except for the Vote Pooling Agreement, the Investment Shares are free and clear of any proxy or voting restriction, adverse claim, or other liens, and are not subject to preemptive rights, rights of first refusal and/or other similar rights of stockholders of the Purchaser and/or any other person. Except for the Vote Pooling Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character relating to the pledge, disposition, or voting of any of the Investment Shares and there are no voting trusts or voting agreements with respect to the Investment Shares. As of Closing, the Investment Shares will be duly and validly issued, fully paid and non-assessable. There are no securities, including outstanding securities, of Purchaser that have not been reported in publicly available filings with the United States Securities and Exchange Commission.

Article 6
Closing

Subject to the satisfaction or waiver of all of the conditions set forth in Article 7, the completion of the transaction of purchase and sale contemplated by this Agreement will take place at the offices of BCF Business Law located at 1100 Boul. René-Lévesque West, 25^th Fl., Montreal, Quebec on October 20, 2022 (the “Closing Date”).

At the Closing, subject to satisfaction of, or waiver by the relevant Party of, the conditions of closing in its favour set out in Article 7, Seller shall deliver to Purchaser actual possession of the Purchased Shares and the deliveries contemplated in Section 7.1 and upon such delivery, Purchaser shall make the payments required under Section 2.5.

Except as otherwise expressly provided in this Agreement, the covenants, representations, warranties and other provisions of this Agreement will not merge on Closing but will survive (a) the execution, delivery and performance of this Agreement and any related transfer or conveyance documents, (b) the Closing, and (c) the payment of the Purchase Price, subject to Section 8.3(a). Notwithstanding such Closing or any investigation made by or on behalf of any Party, this Agreement will continue in full force and effect. Closing will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to Damages or other remedies.

The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended, among other things, to allocate the economic cost and the risks inherent in the transactions contemplated by this Agreement and the Transaction Documents among the Parties and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, officer, director, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach or any other facts or circumstances in any way relating to such breach. No knowledge of, or investigations made by or on behalf of, Purchaser or any of its Affiliates, officers, directors, employees or other representatives at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any representation or warranty made by Target or Seller in or pursuant to this Agreement, any Transaction Document or any Purchaser Indemnified Party’s rights to indemnification pursuant to Article 8. No waiver of any condition or other provisions in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Article 7
Conditions of Closing

The obligation of Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in its sole discretion:

all in form and substance satisfactory to Purchaser, acting reasonably;

The obligation of Seller to complete the transactions contemplated in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of Seller and may be waived, in whole or in part, by Seller in their sole discretion:

all in form and substance satisfactory to Seller, acting reasonably;

The Seller understands that neither the Investment Shares, nor the sale thereof to him have been registered under the Securities Act of 1933 (USA), as amended (the "1933 Act"), or under any state securities laws. Seller further understands that no registration statement has been filed with the United States Securities and Exchange Commission nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to it by an impartial review of such a registration statement by the Securities and Exchange Commission or other regulatory authority will not be forthcoming. Seller understands that he cannot sell the Investment Shares unless such sale is registered under the 1933 Act and applicable state securities laws or if an exemption from such registration is available. In this connection, Seller understands that the Purchaser’s Transfer Agent has been advised that the Investment Shares are "restricted securities" under the 1933 Act and that they may not be transferred by it to any person without the prior consent of the Purchaser, which may be withheld only upon a reasonable basis for believing that the transfer would violate federal or state securities laws, it being understood that the Purchaser may require an opinion of counsel to the effect that, in the event the Investment Shares are not registered under the 1933 Act, any transfer as may be proposed by it must be entitled to an exemption from the registration provisions of the 1933 Act. To this end, Seller acknowledges that Investment Shares held in book-entry by the Transfer Agent of the Purchaser will evidence that the Investment Shares are restricted in the certificate detail of record of shareholders and that a legend to the following effect will be placed upon the issuance of any physical stock certificate representing all or some of the Investment Shares and that the Transfer Agent has been advised of such facts:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Seller understands that the foregoing legend on its certificate for the Shares limits their value, including their value as collateral. The Seller is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for the offer or sale in connection with, any distribution thereof. The Seller acknowledges that at no time did the Purchaser offer to sell the Shares by means of any form of general solicitation or advertising, including, but not limited to: (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Article 8
Indemnification and Remedies

Subject to the terms and conditions of this Article 8, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Persons from and against any Damages suffered by, imposed upon or asserted against any Seller Indemnified Person as a result of, in respect of, connected with, or arising out of:

Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document:

Except for (a) the remedies of specific performance or injunctive or other equitable relief, (b) Damages that are the result of fraudulent conduct, wilful misconduct or intentional misrepresentation or omission, or (c) other remedies expressly provided in this Agreement, the indemnification rights set forth in this Article 8 shall be the sole and exclusive remedy of the Parties for any claim arising out of this Agreement and any right of rescission or termination of this Agreement is hereby expressly waived and excluded by the Parties.

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Person to mitigate any Damages which it may suffer or incur by reason of any failure of an Indemnifying Party to fulfill or perform any of its covenants under this Agreement or any breach or inaccuracy of any representation or warranty given by the Indemnifying Party under this Agreement or any other Transaction Document.

The Indemnified Person shall, to the fullest extent permitted by Law, subrogate its rights to the Indemnifying Party and will make all counterclaims and join in any litigation against all other Persons as may be reasonably required by the Indemnifying Party, the whole at the cost and expense of the Indemnifying Party.

To the extent necessary to give effect to the provisions of this Agreement, each Party hereby accepts each indemnity in favour of its indemnified Persons who are not Parties as agent and trustee for and on their behalf. An Indemnitee Representative may enforce an indemnity in favour of any of that Indemnitee Representative’s indemnified Persons on behalf of each such Person.

Any payment made by Seller as an Indemnifying Party pursuant to this Article 8, including any payment on account of Seller from the Indemnity Escrow Amount, will constitute a dollar for dollar decrease of the Purchase Price and any payment made by Purchaser as an Indemnifying Party pursuant to this Article 8 will constitute a dollar for dollar increase of the Purchase Price.

Article 9
Post-Closing Covenants

Seller irrevocably consents to the making of the election in subsection 185.1(2) (or any provincial equivalent) of the Tax Act (or any provincial equivalent) should Target be re-assessed under Part III.1 of the Tax Act for making an “excessive eligible dividend designation” as part of the Pre-Closing Transactions, and further irrevocably agrees to do all such things and take all such actions as Target may reasonable request to further evidence or perfect such consent or otherwise ensure that Target incurs no liability for making an “excessive eligible dividend designation” as part of the Pre-Closing Transactions.

Seller irrevocably consents to the making of the election in subsection 184(3) (or any provincial equivalent) of the Tax Act (or any provincial equivalent) should Target be re-assessed under Part III of the Tax Act for making an excessive capital dividend election during the Pre-Closing Tax Period, and further irrevocably agree to do all such things and take all such actions as Target may reasonably request to further evidence or perfect such consent or otherwise ensure that Target incurs no liability for making an excessive capital dividend election during the Pre-Closing Tax Period.

Seller shall deliver or cause to be delivered to Purchaser at Closing all available Books and Records. For a period of six (6) years from the Closing Date or for such longer period as may be required by applicable Law, Purchaser shall retain all original accounting Books and Records for the period prior to and including the Closing Date, but Purchaser is not responsible or liable to Seller for any accidental loss or destruction of, or damage to, any such Books and Records. So long as any such Books and Records are retained by Purchaser pursuant to this Agreement, Seller may inspect them at any time during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of Target. Purchaser may have its representatives present during any such inspection.

Following the Closing, Purchaser shall use its best commercial efforts (and shall bear all costs and expenses related thereto) to assist Seller in obtain releases satisfactory to Seller from Investissement Québec and the Bank of Montreal for any sureties and other Encumbrances against Seller, which relate to the Current Liabilities and the Permitted Encumbrances, and shall indemnify and hold harmless Seller thereof.

Article 10
Miscellaneous

Sunshine Biopharma Inc.
6500 Trans-Canada Hwy
4th Floor
Pointe-Claire, Quebec H9R 0A5

Attention: Dr. Steve Slilaty
Email: steve.slilaty@sunshinebiopharma.com

With a copy (which does not constitute notice to Purchaser) to:

BCF LLP
1100 René-Lévesque Blvd. West
25th Floor
Montreal, Quebec H3B 5C9

Attention: Gilles Seguin
Email: gilles.seguin@bcf.ca

Malek Chamoun
1730 rue Saint-Patrick, apt. 601
Montréal (Québec) H3K 2H2

Email: malek.chamoun@hec.ca

With a copy to (which does not constitute notice to Seller):

Attention: Caroline McNicoll
Email : cmcnicoll@lionesspowerhouse.com

Nora Pharma Inc.

1565 boul. Lionel-Boulet
Varennes (Québec) J3X 1P9

Attention: Malek Chamoun
Email: mchamoun@norapharma.ca

With a copy to (which does not constitute notice to Target):

Attention: Caroline McNicoll
Email : cmcnicoll@lionesspowerhouse.com

The Transaction Documents constitute the entire agreement between the Parties and supersede all prior agreements, understandings, negotiations and discussions relating to the subject matter thereof, whether oral or written. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties relating to the subject matter hereof except as specifically set forth in the Transaction Documents. No Party has relied or is relying on any other information, discussions or understandings in entering into and completing the transactions contemplated in the Transaction Documents.

This Agreement may only be amended, supplemented or otherwise modified by written agreement of Seller and Purchaser.

The failure or delay by a Party in enforcing, or insisting upon strict performance of, any provision of this Agreement does not constitute a waiver of such provision or in any way affect the enforceability of this Agreement (or any of its provisions) or deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of this Agreement. Any waiver by a Party of any provision of this Agreement is effective only if in writing and signed by a duly authorized representative of such Party.

If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect, without amendment.

Except as otherwise expressly provided in this Agreement, the Parties do not intend that this Agreement benefit or create any legal or equitable right, remedy or cause of action in, or on behalf of, any Person other than a Party and no Person, other than a Party, is entitled to rely on the provisions of this Agreement in any proceeding. Without limiting the generality of the foregoing, the consent of Seller or Purchaser who is not a Party is not required for any amendment or waiver of, or other modification to, any Transaction Document including any rights of indemnification to which such Person may be entitled.

Time is of the essence in this Agreement.

Except as otherwise expressly provided in this Agreement, all costs and expenses (including the fees and disbursements of legal counsel, brokers, investment advisers, consultants and accountants) incurred in connection with this Agreement and the transactions contemplated herein are to be paid by the Party incurring such expenses.

From time to time after the Closing, each Party will, at the request of another Party, execute and deliver such additional conveyances, transfers and other assurances and perform or cause to be performed such further and other acts or things as may be reasonably required to give effect to, and carry out the intent of, the Transaction Documents.

Except as may be required by mandatory provisions of applicable securities Laws and other applicable Laws or except as otherwise expressly agreed, all press releases or public announcements with respect to the Transaction Documents or any transaction contemplated therein shall only be made by mutual agreement of the Parties. For the press releases that are required by the mandatory provisions of applicable securities Laws and other applicable Laws, Seller shall be consulted but the final content of the press releases shall be determined by Purchaser and Purchaser’s legal advisors on applicable Laws.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile, email or other electronic means) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement or a Counterpart hereof, all as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement or a Counterpart hereof, all as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement or a Counterpart hereof, all as of the date first above written.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This employment agreement (the “Contract”) is entered into as of the 20^th day of October, 2022 in the city of Montréal by and between Nora Pharma Inc., a legal person duly constituted under the laws of the Province of Quebec, (the “Corporation”), Malek Chamoun, resident and domiciled at 1730 rue Saint-Patrick, apt. 601, Montréal, Quebec (the “Employee”)(the Corporation and the Employee together the “Parties”, and each a “Party”) and to which intervenes Sunshine Biopharma Inc. (the “Purchaser”).

RECITALS

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

The preamble is an integral part hereof.

The Employee shall devote his full time and his efforts to the Corporation's affairs; he may not, without the Purchaser or Corporation's authorization, pursue any other commercial activity outside of the Corporation, with the exception of activities directly related to his passive investments and to charitable, community and recreational activities, as long as such activities in the aggregate do not interfere or conflict with the Employee’s duties or create a potential business conflict of interest.

The Employee is engaged for an indeterminate period effective as of October 20, 2022.

In consideration of the services provided to the Corporation by the Employee under the terms and conditions of this Contract, the Corporation undertakes to pay the Employee the following remuneration:

The Employee shall not earn a Bonus unless he is actively employed by the Corporation on the date when such Bonus becomes payable.

The Employee is entitled to four (4) weeks of paid vacation per year. Vacation time shall not be carried over from one year to the next, and any unused vacation at the end of the vacation reference year shall be paid to the Employee at the Employee’s Base Salary rate.

The Employee shall be entitled to participate in the Corporation’s benefit plans which the Corporation may offer to its employees, including any health plan, salary continuation plan, life insurance plan or retirement plan, if any, the whole in accordance with the terms and conditions set forth in the plans. The Corporation may modify or terminate any employee benefits plan at any time, at its sole discretion, without advance notice.

The Employee shall be entitled to the reimbursement of the reasonable expenses incurred in the execution of his functions, upon presentation of receipts or other supporting documentation, the whole in accordance with the Corporation’s policies as determined from time to time at its sole discretion.

The Employee shall not disparage the Corporation or any of its officers and employees during or after his employment with the Corporation.

For the purposes of this Section 14.1, “disability” means any medical condition whatsoever which leads to the Employee’s absence from his duties for a continuous period of twenty-six (26) weeks without the Employee being able to resume the performance of his duties on a full-time basis upon the expiry of any such period. Unsuccessful attempts to return to work for a period of less than fifteen (15) days shall not interrupt the calculation of such twenty-six (26) week period.

In consideration of the terms and conditions contained in this Contract and the Purchase Agreement, the Employee hereby fully and irrevocably releases and discharges the Corporation, and its shareholders, directors, officers, agents, attorneys and employees, from all liabilities, accounts, covenants, agreements, obligations, costs, expenses, actions, causes of action, suits, demands, debts, damages or any other claims (collectively “Claims”) whatsoever that the Employee now has or may hereafter have and in any way arising out of the Prior Employment, any course, matter, event or occurrence, known or unknown, or any other thing whatsoever existing up to the date of this release, including, without limitation, all Claims in respect of moneys advanced, loans, salaries, wages, benefits, vacations, stock options, bonuses, retirement or pension allowances, fees, participation in profits or earnings, dividends or other remuneration whether existing by law, contract, undertaking, resolution, by-law or otherwise, but except for accrued but unpaid salary and incurred but un-reimbursed out-of-pocket expenses for the period immediately prior to the date of this Agreement.

Nora Pharma Inc.

1565 boul. Lionel-Boulet

Varennes (Québec) J3X1P7

Email: steve.slilaty@sunshinebiopharma.com
Attention: Steve N. Slilaty

Malek Chamoun
1730 rue Saint-Patrick, apt. 601

Montréal (Quebec) H3K 2H2

Email: malek.chamoun@hec.ca

[Remainder of the page intentionally left blank, signature page follows]

SIGNED at the place and on the date first mentioned above.

INTERVENTION

The undersigned is intervening to this Agreement for the purpose of (i) declaring that it has read and understood this Agreement; and (ii) confirming that it will fulfill in a timely manner all of its obligations, directly or indirectly, under this Agreement.

[Signature page – Employment Agreement Malek Chamoun]