1.1

Definitions.

(a)

“Accounts Receivable” means all accounts receivable of the Business (other than Excluded Receivables), including trades receivables and any other receivables owed by any party to a US Vendor as of the Closing Date;

(b)

“Additional French IP” means the French Intellectual Property identified as Additional French IP in Schedule 1.1(kkk);

(c)

“Additional Tax Amount” has the meaning ascribed thereto in Subsection 2.8(a)(iv);

(d)

“Affiliate” means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.  The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

(e)

“Agreement” means this Master Asset Purchase Agreement and all exhibits and schedules attached to this agreement, in each case as they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement;

(f)

“Alternative Transaction” means, to the extent the Vendors or any of their Affiliates or any Vendor Party is a party thereto, any (i) merger, consolidation, share exchange or other business combination transaction involving all or any portion of the equity securities of the Vendors or any of their Affiliates, or (ii) any proposal or offer to acquire, sell, license or dispose of in any manner (including by virtue of the transfer of equity interests in one or more Affiliates of the Vendors), directly or indirectly, the Purchased Assets, in each case other than any such transaction with the Purchaser;

(g)

“Applicable Law” means all applicable laws (including the common law and principles of equity), statutes and regulations as well as published by-laws, rules, directives, decrees, codes and orders of any Governmental Entity or any other commission, board, agency or instrumentality, federal, provincial, state, municipal or local;

(h)

“Assumed Contracts” means collectively, the US Assumed Contracts and the French Assumed Contracts;

(i)

“Assumed Liabilities” means collectively, the US Assumed Liabilities and the French Assumed Liabilities;

(j)

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in (i) Toronto, Ontario, Canada, (ii) Charlotte, North Carolina, U.S.A., (iii) Paris, France or (iv) Tel Aviv, Israel are not open for business during normal banking hours;

(k)

“Business Names” means all registered and unregistered business names in use or used by one or more of the Vendors in connection with the Business set out and further described at Schedule 1.1(k);

(l)

“Business Records” means all books of account, accounting and financial records, files, data and other information (financial or otherwise) and writings (including with respect to Intellectual Property and Trade Secrets); lists and files of past, present and prospective clients and contacts, purchasing and marketing records, cost and pricing information, service and warranty records, research and development records, production records, operating guides and manuals, equipment logs, complaint logs, personnel and payroll records; all passwords, PIN numbers, usernames and other such access information for all data, database and digital storage locations either resident on owned hardware, online, cloud or otherwise and all data stored on computer support devices relating to the Purchased Assets, but excluding Corporate Records and records forming part of the Excluded Assets and Excluded Liabilities;

(m)

“Business” has the meaning set out in the recitals;

(n)

“Business Products” means the products sold by one or more of the Vendors as part of the Business including, collectively, the NeoGraft Device, the NeoGraft Device Products and the Hair Medica Products;

(o)

“Canadian Contracts” means all contracts to which one or more of the Canadian Vendors is a party with respect to the Business, being those contracts as more particularly described in Schedule 1.1(o);

(p)

“Canadian Intellectual Property” means all right, title, benefit and interest of the Canadian Vendors in all intellectual property of any nature and kind including all domestic and foreign trademarks (including the Hair Medica Intellectual Property), business names, trade names, product names, trade dress, slogans, logos, domain names, generic top level domain names, trading styles, patents (including applications, provisional applications, continuations, divisional, reissues, and re-examinations thereof and therefor), Trade Secrets, proprietary software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, all inventions, formulae, models, product and service designs, product and service configurations, product and service formulations, processes and processing methods, technology and techniques, data, databases, proprietary information and know-how, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing misuse or misappropriation, anywhere in the world, and all associated rights, including moral rights, including the intellectual property described at Schedule 1.1(p);

(q)

“Canadian Permits” means all federal, provincial and local permits, licenses, authorizations, certificates, approvals, registrations, filings, variances, franchises, rights, privileges, waivers and exceptions, and grants of every kind and character or any item with a similar effect used by the Canadian Vendors in connection with the Business, including those set out at Schedule 1.1(q);

(r)

“Canadian Purchased Assets” means collectively, all of the assets of the Canadian Vendors owned or used in carrying on the Business, other than any Excluded Assets, including the following assets:

(i)

Canadian Intellectual Property (including the Hair Medica Intellectual Property);

(ii)

Canadian Permits;

(iii)

Business Names of the Canadian Vendors;

(iv)

Goodwill of the Canadian Vendors; and

(v)

the Business Records relating to the foregoing;

(s)

“Canadian Vendor Amalco” means the corporation to be formed by the amalgamation of the Canadian Vendors under the laws of the Province of Ontario no less than two (2) Business Days prior to Closing in accordance with Subsection 3.1(a);

(t)

“CASL” means Canada’s Anti-Spam Legislation, known fully as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23;

(u)

“CEM” means “commercial electronic messages” as defined in CASL;

(v)

“Claim” means any act, omission or state of facts and any actual or threatened civil, criminal, administrative, regulatory or investigative inquiry, any judicial or arbitral action, any suit, investigation or proceeding and any claim or demand resulting therefrom or any other claim or demand of whatever nature or kind;

(w)

“Closing” means the completion of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities as contemplated by this Agreement;

(x)

“Closing Date” means February 15, 2018 or such other date as is mutually agreeable to Miriam and the Purchaser;

(y)

“Closing Payment” has the meaning ascribed thereto at Section 2.5;

(z)

“Confidentiality Agreement” means the Mutual Non-Disclosure Agreement between Venus Concept Canada Corp. and Solutions Canada;

(aa)

“Contracts” means collectively, the Canadian Contracts, the French Contracts and the US Contracts.

(bb)

“Corporate Records” means all minute books and other corporate records of the Vendors which do not constitute Business Records;

(cc)

“Creditor Claim” has the meaning ascribed thereto in Section 2.8;

(dd)

“Data Room” means the electronic data room hosted by Firmex containing the documents and other information concerning the Vendor Parties; the contents of which as of 12:01 a.m. (Toronto Time) on January 15, 2018 are set forth in the index of documents in Schedule 1.1(dd);

(ee)

“Defence Counsel” has the meaning ascribed thereto at Section 9.4(a);

(ff)

“Defence Notice” has the meaning ascribed thereto at Section 9.4(a);

(gg)

“Direction to Pay” means a duly executed irrevocable direction to pay, substantially in the form attached hereto as Exhibit A;

(hh)

“Earn-Out Amount” means $2,000,000;

(ii)

“Employee Benefit Plan” means any written or oral plan, agreement or arrangement involving direct or indirect benefits or compensation provided to any Employee or Independent Contractor (including retirement, pension, health and other welfare benefit coverage, insurance coverage, fringe benefits, severance benefits, disability benefits, deferred compensation, bonuses, equity compensation or other forms of incentive compensation or post retirement compensation), whether provided directly by a Vendor or provided through a third party provider such as a professional employer organization;

(jj)

“Employee Liabilities” means any and all Liabilities in respect of an applicable group of Employees (including for any compensation or other amounts payable whether in law, by statute or in equity), including hourly pay, commission, bonus, salary, accrued vacation, fringe, social security charges, pension or profit sharing benefits or severance pay, medical, dental, life insurance, health, accident or disability benefits, discrimination claims or violations of human rights;

(kk)

“Employees” means all employees of the Vendors employed in connection with the Business as set out in Schedule 1.1(kk);

(ll)

“Encumbrance” means any registered or unregistered encumbrance of whatsoever nature, kind or description, including a security interest, mortgage, lien, hypothec, pledge, prior claim, assignment, charge, trust or deemed trust, voting trust or pooling agreement with respect to securities, right of first refusal, easement, servitude, covenant, rights-of-way, rights-of-re-entry, encroachment or other survey or title defect, leases, licenses, assignments, assumptions or claims, any adverse claim or any other right, option or claim of any Person of whatsoever nature, kind, form, or description, or any other restriction or limitation on alienability whether or not consensual or arising at law;

(mm)

“Environmental Law” means any Applicable Law or Permit relating to the environment, occupational health and safety, or exposure of persons or property to Hazardous Materials, including any Applicable Law, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Hazardous Materials or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Hazardous Materials, including emissions, discharges, injections, spills, escapes or dumping of Hazardous Materials; (v) transfer of interests in, or control of, real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Hazardous Materials; (vii) the protection

of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons;

(nn)

“Equipment” means all equipment, tools, signs, computers, printers, scanners, servers, photocopiers and other computer hardware, shelving, logos, machinery, security systems, cameras used in connection with the Business, including those items as more particularly described in Schedule 1.1(nn);

(oo)

“Escrow Agent” means JPMorgan Chase Bank, N.A.;

(pp)

“Escrow Agreement” means the escrow agreement to be executed and delivered by the Escrow Vendor Parties, the Purchaser and the Escrow Agent at Closing, substantially in the form attached hereto as Exhibit B;

(qq)

“Escrow Vendor Parties” means Canadian Vendor Amalco, Holdings US, Solutions US and Grafters US;

(rr)

“Estimated Net Working Capital” has the meaning ascribed thereto at Section 2.3;

(ss)

“Estimated Net Working Capital Date” has the meaning ascribed thereto at Section 2.3;

(tt)

“Excluded Assets” means the following assets owned by the Vendors as of the Closing Date:

(i)

Prepaids and deposits of the Vendors;

(ii)

French Real Property;

(iii)

Corporate Records and Tax returns of the Vendors;

(iv)

all cash and cash equivalents of the Vendors on hand or in bank accounts;

(v)

all Canadian Contracts, French Contracts and US Contracts that are not Assumed Contracts;

(vi)

all Employee-related or Employee benefit-related files or records, other than personnel files of Transferred Employees;

(vii)

all insurance policies of the Vendors and all rights to applicable claims and proceeds thereunder;

(viii)

all Tax assets and Tax attributes (including duty and Tax refunds and prepayments) of the Vendors;

(ix)

the rights that accrue or will accrue to the Vendors under this Agreement;

(x)

Excluded Receivables and Excluded Intellectual Property;

(xi)

right, title and interest in the shares of any company, including the shares of the Vendors;

(xii)

any vehicle leases of the French Vendor;

(xiii)

inventory of French Business owned by the French Vendor, including Saleable Inventory;

(xiv)

all rights of Solutions Canada and the French Vendor pursuant to the Share Purchase Agreement dated September 16, 2016 between Solutions Canada as purchaser and Jean Pierre Devidal, Rozenn Anthony Devidal, Delphine Devidal Menguy, Frederic Menguy, Alice Devidal, Gilbert Hamon and Allain Corre as sellers, including any right of action against such sellers; and

(xv)

all rights with respect to the Excluded Litigation, as well as: (i) any solicitor-client privilege, litigation privilege and solicitor work-product protection of any of the Vendor Parties as a result of legal counsel representing any of the Vendor Parties at or prior to Closing, including in connection with the negotiation, execution, delivery and performance of the transactions contemplated by the Agreement; (ii) all documents maintained by legal counsel as a result of representation of any of the Vendor Parties in respect of such Excluded Litigation; and (iii) all documents subject to the solicitor-client privilege, litigation privilege and work-product protection described in clause (i) above and the Purchaser and its Affiliates each acknowledge and agree that the unintentional sharing of any such documentation with any of them is not, and they agree not to assert that it is, a waiver of any such privilege.

(uu)

“Excluded Intellectual Property” means the Intellectual Property listed in Schedule 1.1(p) or Schedule 1.1(kkk) under the heading “Excluded Intellectual Property”;

(vv)

“Excluded Liabilities” means, other than the Assumed Liabilities which the Purchaser has expressly agreed to assume, all Liabilities of the Vendors and their Affiliates, including the following:

(i)

any Liabilities of the Vendor Parties arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, and the documents and transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others;

(ii)

any Liabilities for (A) Taxes payable by any of the Vendor Parties and (B) Pre-Closing Taxes associated with the Business or the Purchased Assets;

(iii)

any Liabilities relating to or arising out of the Excluded Assets;

(iv)

any Liabilities in respect of any Claim arising out of, relating to or otherwise in respect of the operation of the Business, the Business Products or the Purchased Assets to the extent such Claim relates to such operation at or before the Time of Closing;

(v)

any product Liability or similar Claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any Vendor;

(vi)

any Liability or Claims relating to or arising out of any product sold (including the Business Products) or service performed by or on behalf of any of the Vendors in the operation of the Business or any other business of any of the Vendor Parties;

(vii)

any Liabilities of any Vendor in respect of the Employees and Independent Contractors (including the Transferred Employees and the Transferred Independent Contractors) to the extent that such Liabilities are based on facts, circumstances or events that arise (A) at or before the Time of Closing or (B) after the Time of Closing for all Employees and Independent Contractors that are not Transferred Employees or Transferred Independent Contractors, including all severance payments, notice obligations (including, without limitation, contractual notice obligations and notice obligations pursuant to the Worker Adjustment and Retraining Notification Act and/or similar state or local laws), damages for wrongful dismissal or breach of contract, damages for misclassification and wage and hour, tax, and insurance obligations and all costs in respect of the termination by a Vendor of the employment or engagement of any Employee or Independent Contractor of any of the Vendors;

(viii)

any Liabilities associated with any Employee Benefit Plan;

(ix)

any Liabilities associated with any payables of any Vendor (A) to the extent not assumed by the Purchaser on Closing; (B) which constitute intercompany payables owing to Affiliates of such Vendor; (C) which constitute debt, loans or credit facilities to any Person; or (D) which did not arise in the Ordinary Course of the Business;

(x)

any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (A) do not constitute part of the Purchased Assets issued by the Business’ customers to a Vendor on or before the Closing; (B) did not arise in the Ordinary Course of the Business; or (C) are not validly and effectively assigned to Purchaser pursuant to this Agreement;

(xi)

any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of any Vendor (including with respect to any breach of obligations by such Person);

(xii)

any Liabilities under the Assumed Contracts to the extent arising out of or relating to a breach by any Vendor of such Assumed Contracts prior to Closing;

(xiii)

any Liabilities associated with debt, loans or credit facilities of any Vendor or the Business owing to any Person; and

(xiv)

any Liabilities arising out of, in respect of or in connection with the failure by Vendor or any of its Affiliates to comply with any Applicable Law or order of a Governmental Entity;

(ww)

“Excluded Litigation” means the litigation matters listed and described in Schedule 1.1(ww);

(xx)

“Excluded Receivables” means the accounts receivable listed and described in Schedule 1.1(xx);

(yy)

“FDA” means the United States Food and Drug Administration;

(zz)

“FDCA” means the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §301 et seq.;

(aaa)

“Federal False Claims Act” has the meaning ascribed thereto in Section 4.1(u)(ix);

(bbb)

“Final Net Working Capital” has the meaning ascribed thereto at Subsection 2.6(i);

(ccc)

“French Assumed Contracts” means the French Contracts entered into by the French Vendor with certain third parties that the Purchaser has agreed to assume on Closing, which French Contracts are identified with an asterisk in Schedule 1.1(hhh);

(ddd)

“French Assumed Liabilities” means all Liabilities in connection with the following which the Purchaser has expressly agreed to assume:

(i)

Transferred Employees but only after the Time of Closing; and

(ii)

French Assumed Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Time of Closing, were incurred in the Ordinary Course of the Business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by the French Vendor on or prior to Closing;

(eee)

“French Business” means the business of the French Vendor consisting of the manufacturing and distribution of the NeoGraft Device operated as business as a going concern (fonds de commerce);

(fff)

“French Business Asset Transfer Agreement” means the business asset transfer document to be executed by the French Vendor in favour of the Purchaser and/or its Affiliate on Closing, substantially in the form attached hereto as Exhibit C;

(ggg)

“French Business Price” means the purchase price of the French Purchased Assets as determined in accordance with Schedule 2.11;

(hhh)

“French Contracts” means all contracts to which the French Vendor is a party with respect to the Business, being those contracts as more particularly described in Schedule 1.1(hhh);

(iii)

“French Escrow Agent” means the Séquestre Juridique de l’Ordre des Avocats du Barreau de Paris;

(jjj)

“French Escrow Amount” has the meaning ascribed thereto in Section 2.9(a);

(kkk)

“French Intellectual Property” means all right, title, benefit and interest of the French Vendor in all intellectual property of any nature and kind including all domestic and foreign trademarks, business names, corporate names, trade names, product names, trade dress, slogans, logos, domain names, generic top level domain names, trading styles, patents (including applications, provisional applications, continuations, divisional, reissues, and re-examinations thereof and therefor), Trade Secrets, proprietary software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, all inventions, formulae, models, product and service designs, product and service configurations, product and service formulations, processes and processing methods, technology and techniques, data, databases, proprietary information, know-how, and the Additional French IP, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing misuse or misappropriation, anywhere in the world, and all associated rights, including moral rights, including the intellectual property described at Schedule 1.1(kkk);

(lll)

“French Permits” means all federal, provincial and local permits, licenses, authorizations, certificates, approvals, registrations, filings, variances, franchises, rights, privileges, waivers and exceptions, and grants of every kind and character or any item with a similar effect used by the French Vendor in connection with the Business, including those set out at Schedule 1.1(lll);

(mmm)

“French Purchased Assets” means collectively, all of the assets of the French Vendor owned or used in carrying on the French Business, tangible or intangible, other than any Excluded Assets, including the following assets:

(i)

French Assumed Contracts;

(ii)

French Intellectual Property;

(iii)

Business Names of the French Vendor;

(iv)

Equipment owned or leased by the French Vendor;

(v)

Goodwill of the French Vendor;

(vi)

Furniture and Fixtures of the French Vendor;

(vii)

Promotional materials of the French Vendor;

(viii)

Miscellaneous Items of the French Vendor;

(ix)

Supplies of the French Vendor; and

(x)

Business Records relating to the foregoing;

(nnn)

“French Real Property” means land and buildings in France located at 59 Avenue Augustin Dumont, Malakoff, Hauts-De-Seine, 92240, France;

(ooo)

“French Sales Representative Agreement” means the sales representative agreement (contrat d’agent commercial) dated January 27, 2017 between MBC Consulting and the French Vendor;

(ppp)

“French Transferred Employees” means those Employees as listed in Schedule 4.4(d) pertaining to the French Business and who will be automatically transferred with the French Business to the Purchaser or its designated Affiliate on the Closing Date pursuant to the provisions of Article L. 1224-1 of the French Labour Code (Code du Travail);

(qqq)

“Furniture and Fixtures” means all furniture and fixtures owned or used in connection with the Business, including those items as more particularly described in Schedule 1.1(qqq);

(rrr)

“GAAP” means the generally acceptable accounting principles established by the US Federal Accounting Standards Board, as in effect at the relevant time;

(sss)

“Goodwill” means all goodwill of the Business including the Vendors’ relationships with all customers and suppliers and lists related thereto, including telephone numbers, email addresses, addresses, and other such contact information, as set out in Schedule 1.1(sss);

(ttt)

“Governmental Entity” means any (i) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, board, arbitrator, adjudicator, tribunal, bureau or agency, domestic or foreign having or purporting to have jurisdiction in the relevant circumstance, (ii) any subdivision or authority of any of the above, or (iii) any

quasi-governmental or private body exercising any regulatory, expropriation or tax authority under or for the account of any of the above;

(uuu)

“Gross Revenues” means the aggregate of the following: (i) gross revenues from the sale by the Purchaser or its Affiliates of NeoGraft Devices following the Closing, (ii) gross revenues from the leasing by the Purchaser or its Affiliates of NeoGraft Devices following the Closing and (iii) revenues net of amounts payable to technicians following Closing from the sale by the Purchaser or its Affiliates of graft uses of a NeoGraft Device sold or leased prior to or following the Closing, less any discounts, write-offs and allowances in the Ordinary Course of the Business, provided that revenues will be recognized, for the purposes of calculating the Earn-Out Amount, in accordance with the revenue recognition provisions of the Purchaser, the current version of which are set out in the notes to the consolidated financial statements of the Purchaser for the year ending December 31, 2016 and which may, for greater certainty, may be amended from time to time to ensure the Purchaser’s compliance with GAAP;

(vvv)

“Hair Medica Products” means the Hair Medica products sold by one or more of the Vendors as further described at Schedule 1.1(vvv);

(www)

“Hair Medica Intellectual Property” means the Intellectual Property used in connection with the sale of the Hair Medica Products as described at Schedule 1.1(www);

(xxx)

“Hair Medica Supply Agreement” means the agreement to be executed and delivered by INCI Medica Incorporated and the Purchaser or its designated Affiliate at Closing for the manufacturing and supply of Hair Medica Products, containing those terms set forth in Schedule 1.1(xxx) and other mutually agreeable terms including customary representations, warranties, covenants and indemnities, such schedule to also list the current prices charged by Solutions US for the listed products;

(yyy)

“Hazardous Material” means any substance that is subject to regulation under any Environmental Law, or has been designated or listed by any Governmental Entity or in or pursuant to any applicable Environmental Law to be radioactive, toxic, a pollutant or contaminant, hazardous or otherwise a danger to health or the environment;

(zzz)

“Holdback” means the sum of $500,000;

(aaaa)

“Indemnitee” has the meaning ascribed thereto at Section 9.4(a);

(bbbb)

“Indemnitor” has the meaning ascribed thereto at Section 9.4(a);

(cccc)

“Independent Contractors” means all individuals or entities engaged to perform services as independent contractors of the Vendors in connection with the Business as set out in Schedule 1.1(kk);

(dddd)

“Intellectual Property” means collectively, the Canadian Intellectual Property, the French Intellectual Property and the US Intellectual Property;

(eeee)

“IRS” means the United States Internal Revenue Service;

(ffff)

“ITA” means the Israeli Tax Authority;

(gggg)

“Key Employee” means the Employee listed at Schedule 1.1(gggg);

(hhhh)

“La Tôlerie Plastique Agreement” means a supplier agreement to be entered into by the Purchaser or its designated Affiliate and La Tôlerie Plastique at or prior to Closing, on terms and conditions satisfactory to the Purchaser in its sole discretion;

(iiii)

“Liabilities” means any and all debts, liabilities, expenses, commitments and obligations of any kind, character or description, whether direct or indirect, fixed or unfixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or unasserted, known or unknown, disputed or undisputed, joint or several, secured or unsecured, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto;

(jjjj)

“Licenses” means any Canadian Contracts, French Contracts and/or US Contracts by which one or more of the Vendors grants to any Person any rights to any Intellectual Property;

(kkkk)

“Losses” means all damages, fines, penalties, deficiencies, losses, Liabilities, Taxes, charges, costs, expenses (including expenses requested by any Governmental Entity, reasonable expenses of investigation, enforcement and collection, expenses incurred in connection with any mitigation activities and reasonable attorneys’, accountants’ and other professionals’ fees, disbursements and expenses), settlement payments, awards, judgments and interest;

(llll)

“Major Contracts” means the following agreements:

(i)

Supplier Agreements;

(ii)

the US Premises Leases; and

(iii)

an independent contractor agreement between Solutions US and Dr. Jack Fisher;

(mmmm)

“Material Adverse Change” or “Material Adverse Effect” means, when used in connection with the Business or any portion thereof, any change, effect, event or occurrence with respect to the condition (financial or otherwise), properties, assets, Liabilities, obligations, businesses, operations or results of operations of the applicable Vendor that in the aggregate is, or would reasonably

be expected to be, material and adverse to the Business, the Purchased Assets or the Vendors’ ability to consummate the transaction contemplated by this Agreement or the Transaction Documents;

(nnnn)

“Mazet Agreement” means an acquisition or license agreement to be entered into between the Purchaser or its designated Affiliate and Electronique du Mazet at or prior to Closing whereby Electronique du Mazet either (i) sells for nominal consideration all intellectual property and associated rights used in connection with the NeoGraft Device (including all prior models) or (ii) grants an exclusive, perpetual, worldwide, royalty-free license agreement to use such and exploit in full such intellectual property for nominal consideration, in either case on terms and conditions satisfactory to the Purchaser in its sole discretion;

(oooo)

“Miscellaneous Items” means stationery, office supplies, and other miscellaneous items owned by the Vendors and used in the Business;

(pppp)

“NeoGraft Device” means the NeoGraft Device sold by the Vendors as further described at Schedule 1.1(pppp) and any prior models;

(qqqq)

“NeoGraft Device Products” means the products and services associated with the NeoGraft Device sold by the Vendors as further described at Schedule 1.1(qqqq);

(rrrr)

“Net Working Capital” means with respect to the Business, all of its Qualifying Receivables and Saleable Inventory less trade and accounts payable and accrued Liabilities (including accrued Employee Liabilities) forming part of the Assumed Liabilities;

(ssss)

“Notified Body” means an independent, accredited body that, subject to being authorized and permitted by its authorized accrediting body, provides (i) verification and certification services meant to ensure and assess compliance with defined standards and regulations, and/or (ii) an official certification mark or a declaration of conformity with such defined standards and regulations;

(tttt)

“NWC Adjustment Statement” has the meaning ascribed thereto at Subsection 2.6(b);

(uuuu)

“Ordinary Course” or “Normal Course” when used in relation to the conduct of the Business, means any transaction which constitutes an ordinary day-to-day business activity conducted in a commercially reasonable and businesslike manner consistent with past practices of the Business;

(vvvv)

“Order” means any outstanding order, decree, writ, injunction, judgment, stipulation, determination or award entered by or with any Governmental Entity;

(wwww)

“Parties” means collectively, the parties hereto and “Party” means any one of them;

(xxxx)

“Payee” has the meaning ascribed thereto at Section 2.12(a);

(yyyy)

“Permits” means collectively, the Canadian Permits, the US Permits and the French Permits;

(zzzz)

“Person” means an individual, corporation, company, limited liability company, body corporate, partnership, limited partnership, limited liability partnership, stock company, joint venture, Governmental Entity, unincorporated organization, trust, association or other entity;

(aaaaa)

“Personal Information” means all information about an identifiable individual, including employees, contractors, customer or suppliers of the Vendors;

(bbbbb)

“Post-Closing Adjustment” has the meaning ascribed thereto at Subsection 2.6(j);

(ccccc)

“Pre-Closing Taxes” means Taxes for periods ending on or before the Closing Date, and the portion of Taxes for a Straddle Period that is properly allocable to the portion of the Straddle Period ending on the Closing Date; provided that in allocating Taxes for a Straddle Period, ad valorem property Taxes (and similar Taxes) shall be allocated based on the number of days in the portion of the Straddle Period ending on the Closing Date, and the allocable portion of other Taxes shall be the Tax that would have been due if the Straddle Period had ended on the Closing Date.  For greater certainty, the French business tax (CET) for the fiscal year 2018 related to the French Business shall be deemed to be a Pre-Closing Tax;

(ddddd)

“Prepaid Expenses” means the value of all prepaid expenses in respect of the Business that have been paid in advance (including all rental payments for Contracts, Permits, US Premises Leases, and goods and services) which can be utilized in full or the full benefit of which can be enjoyed by the Purchaser after the Closing Date, including the expenses set out in Schedule 1.1(ddddd);

(eeeee)

“Prime Rate” for any day means the rate of interest expressed as a rate per annum that Royal Bank of Canada establishes at its head office in Toronto, Ontario as the reference rate of interest that it will charge on that day for Canadian dollar demand loans to its customers in Canada and which is at present referred to as its prime rate;

(fffff)

“Purchase Price” has the meaning ascribed thereto at Section 2.2;

(ggggg)

“Purchased Assets” means collectively, the Canadian Purchased Assets, the US Purchased Assets and the French Purchased Assets;

(hhhhh)

“Purchaser Fundamental Representations & Warranties” means the representations and warranties of the Purchaser Parties or any Purchaser Party which are listed at Schedule 1.1(hhhhh);

(iiiii)

“Purchaser’s Counsel” means Stewart McKelvey;

(jjjjj)

“Purchaser’s French Counsel” means De Pardieu Brocas Mafféi;

(kkkkk)

“Purchaser Indemnified Parties” has the meaning ascribed thereto at Section 9.2(a);

(lllll)

“Purchaser’s Israeli Counsel” means Gornitzky & Co.;

(mmmmm)

“Purchaser’s Net Working Capital” has the meaning ascribed thereto at Section 2.6(b);

(nnnnn)

“Purchaser’s US Counsel” means Wilmer Cutler Pickering Hale and Dorr LLP;

(ooooo)

“Qualifying Receivables” means the Accounts Receivable which are collected by the Purchaser and its Affiliates within 120 days of the Closing Date;

(ppppp)

“Reference Date” means March 31, 2017;

(qqqqq)

“Reference NWC Statement” means the reference statement of Net Working Capital of the US Vendors as at November 30, 2017, attached hereto as Schedule 1.1(qqqqq);

(rrrrr)

“Regulatory Approvals” means the following:

(i)

adoption and implementation (including necessary training) by Solutions US of a quality management system which is in compliance with FDA requirements for its Business;

(ii)

establishment registration by Solutions US for each US Leased Premises; and

(iii)

post certification for marketing of the NeoGraft Device in the form of a product listing with the FDA.

(sssss)

“Remitted Taxes” has the meaning ascribed thereto at Section 2.12(c);

(ttttt)

“Royalty Fee” has the meaning ascribed thereto at Section 3.17;

(uuuuu)

“Royalty Revenue” means actual cash payable to and received by the Purchaser or its Affiliates from sales of any and all products that are developed by or on behalf of the Purchaser or its Affiliates after Closing and that use or encompass, in whole or in part, and in any manner whatsoever, the Additional French IP, after the deduction from such revenue amount of: (i) reasonable costs and expenses relating to exploitation of the Additional French IP, including reasonable costs incurred to develop, produce, distribute, market and otherwise carry out the sale of such products; (ii) reasonable third party distributor commissions and fees; and (iii) withholding taxes and sales, value-added and other similar Taxes; provided that with respect to the revenue for which there is no third party distributor, the Purchaser will be entitled to deduct a thirty percent (30%) commission (in addition to costs relation to exploitation and Taxes);

(vvvvv)

“Saleable Inventory” has the meaning ascribed thereto at Section 2.3;

(wwwww)

“Specific Tax Claim” has the meaning ascribed thereto in Section 2.9(a);

(xxxxx)

“Stark Law” has the meaning ascribed thereto in Section 4.1(u)(ix);

(yyyyy)

“Straddle Period” means a Tax period ending after the Closing Date and beginning on or before the Closing Date;

(zzzzz)

“Supplier Agreements” means supplier agreements entered into between the French Vendor and each of the following entities:

(i)

Labodial;

(ii)

Abaque Industrie SAS;

(iii)

Electronique du Mazet; and

(iv)

Bien-Air Dental;

(aaaaaa)

“Supplies” means all parts, product, paper and other supplies used or consumed in connection with the Business;

(bbbbbb)

“Target Net Working Capital” means $839,455, as set out in the Reference Net Working Capital Statement;

(cccccc)

“Tax” or “Taxes” all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Entity including: (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, recording, land transfer, personal property, intangible property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll, employment, unemployment, disability, employer health, pension plan, anti-dumping, countervail, excise, escheat, production, severance, stamp, occupation, or premium tax or similar charge or fee; (ii) all withholdings on amounts paid to or by the relevant Person; (iii) all provincial workers’ compensation payments, provincial health insurance premiums, employment insurance premiums, Canada Pension Plan, Québec Pension Plan and any other pension plan contributions or premiums; (iv) any fine, penalty, interest, or addition to tax; (v) any Liability for any of the foregoing imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee; and (vi) any Liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law.

(dddddd)

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder;

(eeeeee)

“Tax Authority” means any Governmental Entity that is entitled to impose Taxes or to administer any applicable Tax legislation;

(ffffff)

“Tax Benefit” will mean, with respect to any Loss, the net reduction in cash Taxes actually payable by the Indemnitee that is attributable to any deduction, loss, credit or other item which decreases Taxes resulting from such Loss (treating such Tax item as the last item used in calculating such net reduction in cash Taxes), taking into account the receipt of the related indemnity payment;

(gggggg)

“Tax Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder and for greater certainty, any reference herein to a specific section or sections of the Tax Code, or regulations promulgated thereunder, shall be deemed to include a reference to all corresponding provisions of future law;

(hhhhhh)

“Tax Liabilities Escrow Amount” means the amount of $2,800,000;

(iiiiii)

“Tax Representations & Warranties” means the representations and warranties of the Vendor Parties or any Vendor Party which are listed at Schedule 1.1(iiiiii);

(jjjjjj)

“Tax Returns” means all reports, returns, estimates, forms, remittances or other information, or any amendment thereof or schedule or attachment thereto, required to be filed in connection with any Taxes or by any Tax Authority;

(kkkkkk)

“Terminated Contracts” means all contracts listed in Schedule 1.1(kkkkkk);

(llllll)

“Third Party Consents” shall have the meaning ascribed thereto in Section 3.6;

(mmmmmm)

“Third Party Proceeding” has the meaning ascribed thereto at Subsection 9.4(a);

(nnnnnn)

“Time of Closing” means 9:00 am (Toronto, Ontario time) on the Closing Date or such other time as may be agreed by the Purchaser and Miriam;

(oooooo)

“Trade Secrets” means confidential know how, methods, technical information, data, processes, or plans used or owned by one or more of the Vendors in the development, production or exploitation of any Intellectual Property or any Business Products;

(pppppp)

“Trademark Assignment” means the assignment of trademarks to be executed and delivered by Canadian Vendor Amalco at Closing, substantially in the form attached hereto as Exhibit D;

(qqqqqq)

“Transaction Documents” means collectively, the Transfer Agreements, the Escrow Agreement, the Transition Services Agreement and all other agreements, certificates, documents or instruments delivered pursuant to, or in connection with, this Agreement;

(rrrrrr)

“Transfer Agreements” means collectively, the French Business Asset Transfer Agreement, the US Business Transfer Agreement and the Trademark Assignment;

(ssssss)

“Transfer Taxes” means all value added tax, sales and use tax, deeds tax, excise tax or stamp tax imposed upon the transfer of the Purchased Assets by a Governmental Authority in Canada, the United States of America or France, but excluding Taxes of other types, and in particular excluding (i) any taxes imposed or payable under the Tax Act, Tax Code or any similar income tax legislation, and (ii) franchise taxes imposed on corporations;

(tttttt)

“Transferred Employees” means those Employees to whom (i) the Purchaser or a designated Affiliate of the Purchaser has agreed to extend offers of employment in accordance with Subsection 3.4(a) and who accept employment with the Purchaser or such Affiliate of the Purchaser effective as of Closing, and (ii) the French Transferred Employees;

(uuuuuu)

“Transferred Independent Contractors” means those Independent Contractors whom the Purchaser or a designated Affiliate of the Purchaser engages or employs effective as of the Time of Closing.

(vvvvvv)

“Transition Services Agreement” means the transition services agreement to be entered into among the Purchaser and the Vendors at Closing, substantially in the form attached hereto as Exhibit E;

(wwwwww)

“Unpaid Tax Liabilities” means any Liability of the Vendors for Tax with respect to the Tax types and periods listed on Schedule 1.1(wwwwww);

(xxxxxx)

“US Assumed Contracts” means the US Contracts entered into by one or both of the US Vendors with certain third parties that the Purchaser has agreed to assume on Closing, including the US Premises Leases, which US Contracts are identified with an asterisk in Schedule 1.1(aaaaaaa);

(yyyyyy)

“US Assumed Liabilities” means all Liabilities in connection with the following which the Purchaser has expressly agreed to assume:

(i)

trade and accounts payable incurred by the US Vendors in the Ordinary Course of the Business prior to Closing;

(ii)

Transferred Employees and Transferred Independent Contractors but, in each case, only to the extent that such Liabilities are based on facts, circumstances or events that arise after the Time of Closing;

(iii)

US Assumed Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Time of Closing, were incurred in the Ordinary Course of the Business and do not relate to any failure to perform, improper performance or other breach, default or violation by any US Vendor on or prior to the Closing; and

(iv)

all product warranties granted to customers of the Business by the US Vendors with respect to NeoGraft Devices sold in the Ordinary Course of the Business prior to the Closing as set out in Schedule 1.1(pppp);

(zzzzzz)

“US Business Transfer Agreement” means the business transfer agreement to be executed by the US Vendors and Canadian Vendor Amalco in favour of the Purchaser or its Affiliates on Closing, substantially in the form attached hereto as Exhibit F;

(aaaaaaa)

“US Contracts” means all contracts to which one or more of the US Vendors is a party with respect to the Business, being those contracts as more particularly described in Schedule 1.1(aaaaaaa);

(bbbbbbb)

“US Intellectual Property” means all right, title, benefit and interest of the US Vendors in all intellectual property of any nature and kind including all domestic and foreign trademarks, business names, trade names, product names, trade dress, slogans, logos, domain names, generic top level domain names, trading styles, patents (including applications, provisional applications, continuations, divisional, reissues, and re-examinations thereof and therefor), Trade Secrets, proprietary software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, all inventions, formulae, models, product and service designs, product and service configurations, product and service formulations, processes and processing methods, technology and techniques, data, databases, proprietary information and know-how, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing misuse or misappropriation, anywhere in the world, and all associated rights, including moral rights, including the intellectual property described at Schedule 1.1(bbbbbbb);

(ccccccc)

“US Leased Premises” means those lands and buildings leased by the US Vendor for use in the Business pursuant to the US Premises Leases situate at (i) 103 – 419 Southfork Drive, Lewisville, Texas, 75057 and (ii) 1415 South Church Street, Charlotte, North Carolina, 28203;

(ddddddd)

“US Permits” means all federal, provincial and local permits, licenses, authorizations, certificates, approvals, registrations, flings, variances, franchises, rights, privileges, waivers and exceptions, and grants of every kind and character or any item with a similar effect used by the US Vendors in connection with the Business, and capable of being assigned to the Purchaser, including those et out at Schedule 1.1(ddddddd);

(eeeeeee)

“US Premises Leases” means (i) the short form commercial lease dated December 6, 2017 between Wayne and Faye Oliver, as landlord, and Solutions US, as tenant; and (ii) the lease agreement entered into on March 15, 2017 between 1415, LLC, as landlord, and Solutions US, as tenant;

(fffffff)

“US Purchased Assets” means collectively, all of the assets of the US Vendors owned or used in carrying on the Business, tangible or intangible, other than any Excluded Assets, including the following assets:

(i)

US Assumed Contracts;

(ii)

US Intellectual Property;

(iii)

US Permits;

(iv)

US Premises Leases;

(v)

Accounts Receivable of the US Vendors;

(vi)

Business Names of the US Vendors;

(vii)

Equipment owned or leased by one more of the US Vendors;

(viii)

all inventory of the Business owned by the US Vendors, including Saleable Inventory;

(ix)

Promotional materials of the US Vendors;

(x)

Goodwill of the US Vendors;

(xi)

Furniture and Fixtures of the US Vendors;

(xii)

Miscellaneous Items of the US Vendors;

(xiii)

Supplies of the US Vendors; and

(xiv)

Business Records relating to the foregoing;

(ggggggg)

“Vendors’ Counsel” means Bennett Jones LLP;

(hhhhhhh)

“Vendor Fundamental Representations & Warranties” means the representations and warranties of the Vendor Parties or any Vendor Party which are listed at Schedule 1.1(hhhhhhh);

(iiiiiii)

“Vendor Indemnified Parties” has the meaning ascribed thereto at Section 9.3(a);

(jjjjjjj)

“WARN Act” shall have the meaning ascribed thereto in Subsection 4.3(e); and

(kkkkkkk)

“Withholding Tax Certificate” means a withholding tax exemption certificate issued by the ITA, as more particularly described at Section 2.12.

1.2

Exhibits

1.3

Schedules

1.4

Headings

1.5

Calculation of Time Periods

1.6

Gender and Number

1.7

Currency

1.8

Accounting Terms

1.9

Invalidity of Provisions

1.10

Statutory Instruments

1.11

Entire Agreement

1.12

Waiver, Amendment

1.13

Governing Law

1.14

Meaning of “including”

1.15

Knowledge

1.16

Data Room

2.1

Purchased Assets & Assumed Liabilities

2.2

Purchase Price

2.3

Estimated Net Working Capital

2.4

Closing Adjustment

2.5

Satisfaction of Purchase Price & Transfer Taxes

(a)

The Purchaser or its Affiliate(s) shall satisfy the Purchase Price in full as follows:

(i)

by paying the Holdback to the Vendors in accordance with Section 2.7;

(ii)

by paying the Tax Liabilities Escrow Amount to the Escrow Agent in escrow at Closing, not to be releasable to the Vendors except in accordance with Section 2.8 and the Escrow Agreement;

(iii)

by paying the French Business Price to the French Escrow Agent in escrow at Closing, which shall be held by the French Escrow Agent for the benefit of the French Vendor and not be releasable except in accordance with Section 2.9 and the French Business Asset Transfer Agreement;

(iv)

by paying the Earn-Out Amount in accordance with Section 2.10; and

(v)

by wire transferring an amount equal to the Purchase Price as adjusted for the Estimated Net Working Capital in accordance with Section 2.4 less the aggregate of the Holdback, the Tax Liabilities Escrow Amount, the Earn-Out Amount and the French Business Price (the “Closing Payment”) in accordance with the Direction to Pay.

(b)

On the Closing Date or promptly thereafter, the Purchaser or its Affiliate(s) shall pay, to the applicable Governmental Entity, the Transfer Taxes arising on the transfer of the Purchased Assets.

(c)

Payment of any adjustment to the Purchase Price post-Closing will be made in accordance with Section 2.6.

2.6

Post-Closing Adjustment

(a)

That portion of the Purchase Price payable in accordance with Subsection 2.5(a)(v) will be subject to increase or decrease by a post-Closing adjustment pursuant to this Section 2.6.

(b)

Within one hundred fifty (150) days after the Closing, the Purchaser shall prepare and deliver to the Vendors a statement (the “NWC Adjustment Statement”) setting forth the Purchaser’s reasonably detailed calculation of the Net Working Capital as of the Closing Date (the “Purchaser’s Net Working Capital”) and the related Purchase Price adjustment, if any, required under this Section 2.6.  The Purchaser’s Net Working Capital will be prepared (i) in the same format as the Reference NWC Statement, and (ii) in accordance with the standards and methodologies set out therein, in each case, using the relevant Business Records as of the Closing Date.  For greater certainty, in calculating the Purchaser’s Net Working Capital following Closing and delivering the NWC Adjustment Statement, the Purchaser shall in no way be bound, or otherwise limited, by the Estimated Net Working Capital.

(c)

If requested by the Vendors in writing, the Purchaser will allow the Vendors and their representatives reasonable access to review all working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the NWC Adjustment Statement and the Purchaser’s Net Working Capital, as well as all Business Records relating to the operations and finances of the Vendors with respect to the period up to and including the Closing Date, and the Purchaser will make reasonably available the individuals in its employ responsible for and knowledgeable about the information used in, and the preparation or calculation (as applicable) of, the NWC Adjustment Statement and the Purchaser’s Net Working Capital in order to respond to the reasonable inquiries of the Vendors, in each case as and to the extent reasonably necessary for, and for the sole purpose of, the Vendors’ review of the NWC Adjustment Statement and the Purchaser’s Net Working Capital and provided that any of the Vendors outside representatives requesting any such access will first have executed and delivered a

customary confidentiality and hold harmless agreement relating to such access to the extent requested by the Purchaser’s Counsel.

(d)

If the Vendors object in good faith to any item in the NWC Adjustment Statement, including the calculation of the Purchaser’s Net Working Capital, on the bases provided in this Section 2.6 (each, a “NWC Disputed Item”), the Vendors shall deliver written notice of such objection to the Purchaser within fifteen (15) Business Days after the receipt of the NWC Adjustment Statement and the Purchaser’s Net Working Capital calculation by the Vendors (such notice, a “Notice of NWC Disagreement”).  The Notice of NWC Disagreement will set out in reasonable detail each NWC Disputed Item and the reasons for the Vendors’ objection to such item, the amount in dispute and reasonable details of the calculation of such amount.  If requested by the Purchaser in writing, the Vendors will allow the Purchaser and its representatives reasonable access to review the working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Vendors’ objection to each NWC Disputed Item.  The Vendors may not challenge any item in the NWC Adjustment Statement, including the calculation of the Purchaser’s Net Working Capital, on any basis other than that it contains arithmetic error or was not prepared in accordance with the requirements of this Agreement.  The Vendors will be conclusively deemed to have accepted all items and amounts contained in the NWC Adjustment Statement and the calculation of the Purchaser’s Net Working Capital other than the NWC Disputed Items for which a timely Notice of NWC Disagreement is delivered in accordance with this Section 2.6.

(e)

If the Parties cannot reach agreement on any NWC Disputed Item within fifteen (15) Business Days after a Notice of NWC Disagreement is delivered in accordance with Section 2.6, then any unresolved NWC Disputed Items (collectively, a “NWC Dispute”) will be submitted for final and binding arbitration to a senior audit partner at the Toronto office of KPMG LLP chosen by the managing partner of such office (the “NWC Arbitrator”).  In the event that KPMG LLP is unwilling or unable to serve as the NWC Arbitrator, a senior audit partner at the Toronto office of Grant Thornton LLP chosen by the managing partner of such office will serve as the NWC Arbitrator.  In the event that both KPMG LLP and Grant Thornton LLP are unwilling or unable to serve as the NWC Arbitrator, either the Vendors or the Purchaser may request that the ICC International Centre for Expertise appoint as NWC Arbitrator, within ten (10) days from the date of such request or as soon as practicable thereafter, an audit partner in an internationally recognized accounting firm that is not the auditor or independent accounting firm of any of the Parties, who is a certified public accountant or chartered accountant in Canada and who is independent of the Parties and impartial.  The Vendors and the Purchaser will, to the extent required, enter into a customary engagement letter with the NWC Arbitrator in a form satisfactory to each of the Vendors and the Purchaser, acting reasonably, which will include reasonable and customary confidentiality provisions.

(f)

Within fifteen (15) days of the appointment of the NWC Arbitrator, the Vendors and the Purchaser will provide to the NWC Arbitrator a copy of the NWC Adjustment Statement and the Purchaser’s Net Working Capital, and will each provide a written submission that states, for each unresolved NWC Disputed Item, the dollar amount in dispute, a narrative description of how the dollar amount was calculated or derived and an explanation of the rationale for the Party’s position.  The Vendors and the Purchaser will request that the NWC Arbitrator thereafter determine all matters in the NWC Dispute within thirty (30) days after such materials are submitted for the NWC Arbitrator’s review.  Upon the request of the NWC Arbitrator, the Vendors and the Purchaser will provide or make available all working papers, documents and information as are reasonably required by the NWC Arbitrator to make his or her determination; provided, however, that the outside auditors of the Vendors or the Purchaser will not be obligated to make any working papers available to the NWC Arbitrator unless and until the NWC Arbitrator has executed and delivered a customary confidentiality and hold harmless agreement relating to such access in form and substance reasonably acceptable to such outside auditors, to the extent requested by such outside auditors.  Neither the Vendors nor the Purchaser will disclose to the NWC Arbitrator, and the NWC Arbitrator will not consider for any purpose, any settlement discussions or settlement offer made by the Vendors or the Purchaser with respect to any objection under Subsection 2.6(g), unless otherwise agreed in writing by the Vendors and the Purchaser.

(g)

The determination of the NWC Arbitrator will be final and binding on the Parties (for greater certainty, with no right of appeal or judicial review on any grounds other than for fraud or manifest error on the part of the NWC Arbitrator), and may only be corrected for arithmetic error or to cause the NWC Disputed Items to be prepared in accordance with this Agreement, on written application to the NWC Arbitrator delivered within fifteen (15) days of the date of his or her determination.  The NWC Adjustment Statement and the Purchaser’s Net Working Capital will be (or not be, as applicable) adjusted in accordance with the NWC Arbitrator’s determination.  In resolving the NWC Dispute, the NWC Arbitrator will be limited to addressing any particular NWC Dispute referred to in the Notice of NWC Disagreement and will make all calculations in a manner consistent with this Section 2.6; provided that such calculation will, with respect to any NWC Disputed Item, be no greater than the higher amount calculated by the Vendors or the Purchaser, and no less than the lower amount calculated by the Vendors or the Purchaser, in the Parties’ submissions to the NWC Arbitrator under this Section 2.6, as the case may be.  The NWC Arbitrator’s review and determination will be based solely on the grounds presented by the Vendors and the Purchaser, and will be limited to correcting arithmetic errors in respect of the NWC Disputed Items or causing the NWC Disputed Items to be prepared in accordance with this Agreement and the NWC Arbitrator shall have no power or authority to address or resolve any other issues.  Each of the Parties shall bear its own costs and expenses of this arbitration under this Section 2.6.  The costs and expenses of the NWC Arbitrator (and the ICC International Centre for Expertise, if applicable) under this Section

2.6 will be borne by the Party losing the majority of the amount at issue in the NWC Dispute.

(h)

If no Notice of NWC Disagreement is received by the Purchaser on or prior to the expiration date of the fifteen (15) Business Day period referred to in Subsection2.6(d), then the NWC Adjustment Statement and the Purchaser’s Net Working Capital will be conclusively deemed to have been accepted by the Vendors.

(i)

The calculation of the Net Working Capital at the Closing being final and binding on the Parties as determined either through agreement of the Vendors and the Purchaser (deemed or otherwise) or through the determination of an NWC Arbitrator pursuant to this Section 2.6 is referred to as the “Final Net Working Capital”.

(j)

The “Post-Closing Adjustment” will be the amount equal to the Final Net Working Capital minus the Estimated Net Working Capital.  If the Post-Closing Adjustment is positive, the Purchaser shall pay such amount by wire transfer of immediately available funds to an account specified by the Vendors within five (5) Business Days after such determination and the Purchase Price will be adjusted accordingly.  If the Post-Closing Adjustment is negative, the Vendor’s will pay the absolute value of such amount by wire transfer of immediately available funds to an account specified by the Purchaser within five (5) Business Days after such determination and the Purchase Price will be adjusted accordingly.  Any payment under this subsection 2.6(j) shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly on, before and after determination of the Post-Closing Adjustment, with interest on overdue interest at the same rate, from the date of the issuance of a Notice of NWC Disagreement until the date of payment of the Post-Closing Adjustment.

2.7

Holdback

2.8

Tax Liabilities Escrow

(a)

A Tax Authority on the following terms:

(i)

The Vendors will approach each of the Tax Authorities listed in Schedule 1.1(wwwwww) and engage in a process to satisfy their respective Unpaid Tax Liability with respect to each such Tax Authority by voluntary disclosure or another appropriate process.  The Vendors shall deliver to the Purchaser copies of all documents filed by a Vendor with, and all notices received by a Vendor from, any Tax Authority with respect to an Unpaid Tax Liability.  The Vendors shall otherwise keep the Purchaser timely informed of their progress in resolving each Unpaid Tax Liability.

(ii)

After the Vendors receive evidence from a Tax Authority or are accepted into a voluntary disclosure program with respect to an Unpaid Tax Liability, the Vendors may submit to the Purchaser (A) in the case of such an acceptance, the voluntary disclosure agreement or other documentation, together with the Tax Returns proposed to be filed, or (B) in the case of other evidence, the documentation from the applicable Tax Authority indicating a final payment amount.

(iii)

If such documentation is satisfactory to the Purchaser in its commercially reasonable discretion, the Purchaser and the US Vendors shall jointly direct the Escrow Agent to release a corresponding amount to the applicable Tax Authority in accordance with the Escrow Agreement, subject to clause (iv) below.

(iv)

If the aggregate amount payable to a Tax Authority exceeds the amount listed on Schedule 1.1(wwwwww) for that Tax Authority (the “Additional Tax Amount”), then the Vendor Parties will pay to the applicable Tax Authority the Additional Tax Amount.  When the Purchaser receives written documentation that the Additional Tax Amount has been paid, which documentation is satisfactory to the Purchaser in its commercially reasonable discretion, the Purchaser and the US Vendors shall jointly direct the Escrow Agent to release the amount listed on Schedule 1.1(wwwwww) with respect to such Tax Authority to such authority in accordance with the Escrow Agreement.

(v)

For the avoidance of doubt, in no event shall the aggregate amounts payable to a Tax Authority from the Tax Liabilities Escrow Amount under this Section 2.8 exceed the total amount listed in Schedule 1.1(wwwwww) for such Tax Authority.

(vi)

The Vendors shall use commercially reasonable efforts to secure certificates of Tax compliance or good standing after satisfaction of the Unpaid Tax Liabilities with a Tax Authority (and shall provide copies of any such certificates to the Purchaser).

(b)

The Escrow Vendor Parties on the following terms:

(i)

If the amount payable to a Tax Authority to satisfy all Unpaid Tax Liabilities with respect to such Tax Authority is less than the amount shown on Schedule 2.8 with respect to such Tax Authority, as determined by the Purchaser in its commercially reasonable discretion based on documentation provided by the Vendors from the Tax Authority, then the Purchaser and the US Vendors shall jointly direct the Escrow Agent to release the difference to the Escrow Vendor Parties in accordance with the Escrow Agreement.

(c)

The Purchaser on the following terms:

(i)

If the Purchaser pays or becomes subject to any Liability for an Excluded Liability described in Section 1.1(vv)(ii), the Purchaser shall notify the Escrow Vendor Parties thereof in writing, and the Purchaser and the US Vendors shall, within ten (10) Business Days after such notice, jointly direct the Escrow Agent to release the amount of such payment or Liability to the Purchaser in accordance with the Escrow Agreement.

2.9

Escrow of the French Business Price

(a)

In accordance with the provisions of Article L.141-17 of the French Code of Commerce (Code de commerce) and Article 1684 1° of the French Tax Code (Code général des impôts), the Parties agrees that the French Business Price shall be placed in escrow (the “French Escrow Amount”) by the Purchaser or by a designated Affiliate thereof with the French Escrow Agent until the later of (i) the expiration of the opposition period provided by Article L. 141-14 of the French Code of Commerce (Code de commerce) for the creditors of the French Business to oppose to the payment of the French Business Price in relation to their receivables or settlement of the oppositions (the “Creditor Claim”) and (ii) the expiration of the period during which the French tax authorities can request to the Purchaser or its designated Affiliate the payment of the French corporate income tax and the apprenticeship tax due by the French Vendor (i.e. upon the expiration of the period of 90 days mentioned by Article 1684 1° of the French tax code (Code général des impôts)) (the “Specific Tax Claim”).

(b)

The French Escrow Amount shall be released in full and paid to the French Vendor in the absence of a Creditor Claim or a Specific Tax Claim.  In the event of Creditor Claims and/or Specific Tax Claim, the French Escrow Amount to be released shall be reduced by any Creditor Claim and/or Specific Tax Claim up to the French Escrow Amount.

2.10

Earn-Out Amount

(a)

The Parties agree that the payment of the Earn-Out Amount shall be tied to the Gross Revenue following Closing.  The Vendors agree and acknowledge that:

(i)

the Purchaser and its Affiliates may make from time to time such business decisions as they deem appropriate, in their sole discretion, in the conduct

of the Business and any other business of the Purchaser and its Affiliates following the Closing, including actions that may have an impact on the payment of the Earn-Out Amount; and

(ii)

this Section 2.10 imposes no restrictions on the power or authority of the Purchaser and its Affiliates with respect to (A) the operation of the Purchased Assets, the Business or any other business, (B) the sale of the Purchased Assets, the Business or any other business or (C) the licensing of any Purchased Assets.

(b)

The Purchaser shall be required to pay the Earn-Out Amount in accordance with this Section 2.10.  To satisfy the payment of the Earn-Out Amount the Purchaser shall pay to Canadian Vendor Amalco:

(i)

5% of all Gross Revenues generated in the United States of America by the Purchaser or its Affiliates following Closing; and

(ii)

2.5% of all Gross Revenues generated outside of the United States of America by the Purchaser or its Affiliates following Closing;

(c)

Following the Closing Date, within 30 days following the end of each fiscal quarter, commencing the second quarter of 2018, the Purchaser shall calculate the amount owing to Canadian Vendor Amalco pursuant to Subsection 2.10(b), shall provide the Vendors with written notice of the Purchaser’s calculation thereof (the “Earn-Out Notice”) and shall forthwith pay to Canadian Vendor Amalco such amount to a bank account directed by Miriam from time to time.  The Vendors shall have the right to review all working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis of, the Earn-Out Notice and calculation of the amount payable to Canadian Vendor Amalco pursuant to Subsection 2.10(b) and to object in good faith to the Earn-Out Notice or such calculation in accordance with the procedure outlined in Subsections 2.6(d) through 2.6(j) with respect to an NWC Dispute.  To the extent that:

(i)

on the date that is eighteen (18) months from the Closing Date, the amounts paid to Canadian Vendor Amalco pursuant to this Section 2.10 are less than $1,000,000, the Purchaser shall pay, on such date, the difference between $1,000,000 and the amounts paid to Canadian Vendor Amalco prior to such date; and

(ii)

on the date that is thirty (30) months from the Closing Date the amounts paid to Canadian Vendor Amalco pursuant to this Section 2.10 are less than the Earn-Out Amount, the Purchaser shall pay, on such date, the difference between the Earn-Out Amount and the amounts paid to Canadian Vendor Amalco prior to such date.

2.11

Purchase Price Allocation

2.12

Withholding Tax Treatment

(a)

The Parties hereby agree to approach the ITA and apply for a withholding tax exemption certificate (“Withholding Tax Certificate”) pursuant to which the Purchaser shall be exempted from withholding tax or entitled to a reduced withholding tax rate in connection with payments of the French Business Price to the French Vendor or to the French Escrow Agent (the “Payee”).

(b)

To the extent a Withholding Tax Certificate is not issued by the ITA by the Time of Closing, or if the Withholding Tax Certificate is issued by the Time of Closing for a reduced withholding rate or if the ITA has issued any other interim ruling requiring the Purchaser to withhold taxes in respect of the French Business Price, then, in each of the above cases, the Purchaser shall pay the Payee or cause any of its Affiliates to pay the Payee the entire French Business Price, without any applicable tax-withholdings.

(c)

The Vendors hereby undertake to cooperate, and to cause the French Escrow Agent to cooperate with the Purchaser and its Affiliates in filing the request for Withholding Tax Certificate and completing any procedural formalities and proceedings with the ITA which are necessary in order to obtain the Withholding Tax Certificate.  Moreover, in the event the Purchaser has paid the ITA any withholding taxes (“Remitted Taxes”), then at any time following the Closing and for as long as it may be required, the Vendors shall assist the Purchaser, and cause the French Escrow Agent to assist the Purchaser in any manner in recovering from the ITA the Remitted Taxes, including without limitation, signing, executing and/or providing with any documents, certificates, affidavits, declarations, forms and instruments and take any other action which the Purchaser, acting reasonably, deems necessary or advisable in order to recover the Remitted Taxes.  Any Remitted Taxes which are recovered shall be the property of the Purchaser.

(d)

The foregoing process shall be led by the Purchaser.

3.1

Positive Covenants of the Vendor Parties

(a)

cause the amalgamation of the Canadian Vendors under the laws of the Province of Ontario to form Canadian Vendor Amalco no less than two (2) Business Days prior to the Closing Date (and for greater certainty, to obtain any and all necessary consents and approvals in connection therewith) all on terms, conditions and documentation satisfactory to the Purchaser, acting reasonably;

(b)

following such amalgamation, use commercially reasonable efforts to complete any and all necessary updates in connection the Canadian Intellectual Property registrations;

(c)

conduct the Business in the Ordinary Course;

(d)

provide the Purchaser with such information about the Business, the Purchased Assets and the Assumed Liabilities as the Purchaser may request from time to time, including any Business Records;

(e)

cause the insurance policies of the Vendor Parties (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such insurance policies) not to be amended, cancelled or terminated, or any other coverage thereunder to lapse, unless simultaneously with such amendments, renewals, terminations, cancellation or lapse, amended, renewed or replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the amended, renewed, cancelled, terminated or lapsed insurance policies, and where possible, for substantially similar premiums, are in full force and effect;

(f)

comply in all material respects with all Applicable Laws affecting the Vendor Parties and the operation of the Business, provided that this covenant shall not require that any of the Vendor Parties apply for Permits other than as specifically required in this Agreement;

(g)

timely prepare and file all Tax Returns required to be filed by the Vendor Parties and timely pay all Taxes for which the Vendor Parties are liable and all Taxes that relate to the Business or the Purchased Assets for pre-Closing periods provided, that the foregoing shall not apply to any Tax or Tax Return that (i) is described in the Escrow Agreement, (ii) is a Transfer Tax that is the obligation of the Purchaser in accordance with this Agreement or (iii) is the subject of specific disclosure in Schedule 2.8;

(h)

provide commercially reasonable cooperation with the Purchaser and make any filings reasonably and timely requested by the Purchaser in connection with the transactions contemplated pursuant to this Agreement;

(i)

maintain all registrations with respect to the Intellectual Property that is registered in North America or Europe, excluding any Additional French IP and any Intellectual Property that has been specifically identified in Schedule 1.1(p), Schedule 1.1(kkk) or Schedule 1.1(bbbbbbb) as abandoned or lapsed, and pay in a timely manner any registration, maintenance and renewal fees with respect to such Intellectual Property by the due date for such fees, without taking advantage of any available periods of grace, extension, restoration or reinstatement; and

(j)

use commercially reasonable efforts to preserve intact its Business, organization and goodwill, to keep available the employees and Independent Contractors of its Business as a group, and to maintain satisfactory relationships with Governmental Entities, suppliers, vendors, distributors, service providers, customers and others with whom the Vendor Parties have business relationships.

3.2

Negative Covenants of the Vendor Parties

(a)

undertake any activity or enter into any understanding or agreement that will have or would reasonably be expected to have any Material Adverse Effect on the Purchased Assets or the Business prior to the Closing Date;

(b)

sell, assign, transfer, convey, lease, license, encumber or otherwise dispose of any Purchased Asset;

(c)

acquire any capital assets or make capital expenditures;

(d)

waive or release any material right or Claim in respect of any Purchased Assets or Assumed Liabilities;

(e)

amend, assign, renew, extend or terminate (including through permissive non-renewal) any Assumed Contract; enter into any Contract that would be a material Contract if in effect on the date hereof; or waive, release or assign any material rights or Claims under any existing Assumed Contract;

(f)

make any increase in the compensation payable or to become payable to Employees, Independent Contractors or agents or institute any new, or increase or accelerate the vesting or payment of any amounts or benefits under any existing, benefit plans, including the Employee Benefit Plans;

(g)

make any material amendment to any employment Contract, including any amendment relating to restrictive covenants;

(h)

terminate or modify, in any material respect, any relationship with, or make any termination, modification or amendment to any Contract with, any consultant or Independent Contractor, including any amendment relating to restrictive covenants;

(i)

terminate, promote, demote, hire or transfer any Employee;

(j)

terminate or modify, in any material respect, any relationship with any distributor of the products of the Business;

(k)

waive, cancel, amend, terminate or fail to maintain in full force and effect all Permits which are presently held and are required for the operation of the Business or fail to timely file and prosecute any necessary applications for renewal of any such Permits;

(l)

make any filings with any Governmental Entity relating to the withdrawal by a Vendor from any lines or kinds of business; or

(m)

authorize or agree or otherwise commit to do or make any public announcement with respect to the foregoing unless required pursuant to Applicable Law:

3.3

Due Diligence

(a)

Subject to compliance with Applicable Laws, the Vendor Parties shall, from the date of this Agreement until the earlier of the termination of this Agreement and the Closing:

(i)

make available to the Purchaser and its representatives full and complete access to the Business and Records, including information regarding the Employees (including their employment history, wages and benefits, date of hire, and other particulars), all financial information respecting the Business and such other information as may be requested to enable the Purchaser to satisfy itself as to the condition, both financial and otherwise, of the Business and Purchased Assets;

(ii)

permit the Purchaser and its representatives to conduct physical inspections of the Purchased Assets, including the US Leased Premises; and

(iii)

make available to the Purchaser and its representatives access to personnel and officers of the Vendors.

(b)

Without limiting the generality of the provisions of the Confidentiality Agreement and subject to Section 3.3(c), the Parties acknowledge that all information provided under this Section 3.3 or otherwise pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, is subject to the Confidentiality Agreement, which will remain in full force and effect until the Closing, at which time the Confidentiality Agreement will be deemed to be

terminated without further action of the parties thereto, notwithstanding any other provision of this Agreement or any termination of this Agreement.  If any provision of this Agreement conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement, but only to the extent of the conflict or inconsistency, and all other provisions of the Confidentiality Agreement will remain in full force and effect until Closing, at which time the Confidentiality Agreement will be deemed to be terminated without further action of the parties thereto.  Notwithstanding any other provisions of this Agreement, the Purchaser will continue to have access to the Data Room from the date hereof until the Closing.

(c)

The Vendors hereby waive any provision of the Confidentiality Agreement to the extent any such provision restricts or is or may be breached as a result of: (a) the transactions expressly contemplated by this Agreement; (b) discussions undertaken with any Governmental Entity in respect of the transactions contemplated by this Agreement; and (c) any other action that may be reasonably required in order for the Purchaser to perform its obligations under this Agreement.

3.4

Employees and Independent Contractors

(a)

Within seven Business Days following the date hereof, the Purchaser shall provide a list of Employees and Independent Contractors to the Vendors that it (or one or more Affiliates of the Purchaser) wishes to hire on Closing.  The Vendors agree that the Purchaser, or one or more of its Affiliates, may, at any time following such notice, provide such Employees or Independent Contractors with written offers of employment, which offers, if accepted, would become effective as of the Closing.  The Vendors shall pay to all Employees and Independent Contractors on Closing all accrued obligations owing to them as of the Closing and shall confirm at Closing that such accrued obligations have been paid and satisfied in full, including any obligations in respect of final pay and accrued vacation time of any salaried Employees (other than such Employees for whom the relevant Vendor is not required to pay unused vacation upon termination, pursuant to such person’s employment agreement, to the extent not inconsistent with Applicable Law).  The Purchaser agrees that the offers of employment it shall extend, or cause one or more of its Affiliates to extend, to Employees shall be on substantially the same or similar terms and conditions, which for the avoidance of doubt means position, duties, and terms of compensation during employment, as existed as of the day and year first above written, excluding the French Transferred Employees.

(b)

The Vendors agree to assign to the Purchaser (or one or more of the Purchaser’s Affiliates, as directed by the Purchaser) any restrictive covenant obligations binding or purporting to bind any Employee or Independent Contractor in favor of the Vendors (including non-compete and non-solicitation obligations and other similar obligations) or, to the extent not assignable (as determined in the Purchaser’s reasonable discretion), release each Employee and Independent Contractor from any such obligations that would interfere either with the hiring or

engagement of such Person by the Purchaser or one or more of its Affiliates or such Person’s performance of duties for the Purchaser or one or more of its Affiliates following the Closing.  The Vendors agree that the Purchaser or one or more of its Affiliates may, but need not, engage or hire any or all of the Employees or Independent Contractors as of or following the Closing.

(c)

With respect to the French Transferred Employees, their employment contract will be automatically transferred to the Purchaser or its designated Affiliate acquiring the French Business in accordance with Article L. 1224-1 of the French Labour Code (Code du travail).

3.5

Purchaser Right to Carry on Business

3.6

Third Party Consents

3.7

Notification & Cooperation

(a)

any Claim which challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents;

(b)

any representation or warranty made by it or the others contained in this Agreement becoming untrue or inaccurate in any material respect or it failing to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it or the others under this Agreement;

(c)

in the case of the Vendor Parties, the occurrence of any fact or state of facts, circumstance, change, effect, occurrence, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business;

(d)

any other event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article 8 not being capable of being fulfilled by the Closing Date;

(e)

any written notice received by such Party from a Governmental Entity or third party seeking to restrain or prohibit the transactions contemplated by this Agreement or the Transaction Documents; or

(f)

the commencement of any material Claim against such Party or its Affiliates that would adversely affect the ability of such Party or its Affiliates to consummate the transactions contemplated by this Agreement or the Transaction Documents.

3.8

Discharge of Encumbrances

(a)

The Vendor Parties covenant that they shall discharge, at or prior to Closing, at their sole cost and expense, all Encumbrances affecting the Purchased Assets, or if such Encumbrances will exist post-Closing, the Vendor Parties shall, or shall cause the Vendors’ Counsel to, prior to Closing: (i) obtain a no-interest letter for any undischarged Encumbrances in respect of the Purchased Assets, in form satisfactory to the Purchaser in its sole discretion; or (ii) undertake to pay out and discharge any such Encumbrances using the Closing Payment, with any supporting waivers or pay-out letters and confirmations of discharges to be promptly delivered to the Purchaser’s Counsel, before any amount of the Purchase Price is paid to the Vendor Parties.

(b)

The Vendor Parties covenant that, to the extent not provided at or prior to Closing, they shall promptly provide the Purchaser with a certificate of release of the federal Tax lien filed with respect to Solutions US and its employment Tax liabilities for the periods ended December 31, 2015 through September 30, 2017.

3.9

Transition Assistance

3.10

Data Room

3.11

Restrictive Covenants

(a)

either individually or in partnership or jointly or in conjunction with any other Person or Persons, firm, association, syndicate, company or organization, as principal, agent, shareholder, equityholder or in any other manner whatsoever carry on or be engaged in or concerned with or interested in or advise, lend money to, guarantee the debts or obligations of any Person or Persons, firm, association, syndicate or corporation engaged in a business which is the same as, similar to or in any way competitive (in whole or in part) with the Business in North America and Europe;

(b)

solicit, directly or indirectly, or attempt to solicit any suppliers or employees away from the Business or request, induce or attempt to influence any supplier of goods or services to the Business to curtail or cancel any business it transacts with the Purchaser; or

(c)

solicit, directly or indirectly, or attempt to solicit any customers or prospective customers of the Business or persuade or attempt to persuade such customers from discontinuing or adversely altering their relationship with the Purchaser.

3.12

Restrictive Covenant Election

(a)

for the purposes of paragraph 56.4(7)(d) of the Tax Act, no proceeds will be attributable, allocable, received or receivable by the Vendor Parties for granting the Non-Competition Covenants;

(b)

the Non-Competition Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Purchased Assets and the Business; and

(c)

the Purchaser would not purchase the Purchased Assets without having the benefit of the Non-Competition Covenants.

3.13

Post-Closing Confidentiality

3.14

Regulatory Approvals

(a)

the Vendors will engage Emergo Group Inc. (or such other competent regulatory consultant as agreed to by the Vendors and the Purchaser) to conduct an internal audit to review the Vendors’ quality management system and draft submission prior to the submission of the quality management system to a Notified Body acceptable to the Purchaser, acting reasonably;

(b)

the Vendors will correct any deficiencies identified during the internal audit prior to the submission of the quality management system to such Notified Body; and

(c)

upon completion of internal audit and correction of any deficiencies identified during such internal audit, the Vendors will make their quality management system submission to the selected Notified Body and schedule an audit to be conducted by such Notified Body, which audit may take place after Closing.

3.15

Exclusivity

3.16

Collection of Accounts Receivable

3.17

Royalty Payment with respect to Additional French IP

(a)

The Purchaser hereby covenants and agrees that, from the Closing Date until the date that all Additional French IP expires, becomes obsolete or enters the public domain (the “Royalty End Date”), it shall pay the French Vendor a royalty fee of two percent (2%) of the Royalty Revenue (the “Royalty Fee”).

(b)

Following the Closing Date, within 30 days following the end of each calendar year, the Purchaser shall provide a reasonably detailed report supporting the calculation of the Royalty Fee owing for the previous calendar year (or portion thereof) and shall pay such Royalty Fee to a bank account directed by Miriam from time to time.

(c)

At the request of the French Vendor, the Purchaser shall provide prompt access to documentation used to calculate the amount of the Royalty Fee payable to the French Vendor.  The French Vendor shall have the right to object in good faith to the Royalty Fee or the calculation of such fee in accordance with the procedure outlined in Subsections 2.6(d) through 2.6(j) with respect to an NWC Dispute.  Following Closing, the Vendor Parties shall receive no additional fees or

compensation of any kind whatsoever in connection with any use or exploitation of the Additional French IP, other than the Royalty Fee.

(d)

Notwithstanding the foregoing, if the Additional French IP is sold by the Purchaser or its Affiliate to an arm’s length purchaser prior to the Royalty End Date, all obligations with respect to the payment of the Royalty Fee shall terminate and this Section 3.16 shall be of no further force or effect provided that the Purchaser shall be required to pay the French Vendor, contemporaneously with the closing of such sale, an amount equal to the product of the Royalty Fee in the immediately prior year multiplied by the number of years then left prior to the Royalty End Date.

(e)

Notwithstanding Section 10.2, the rights of the French Vendor under this Section 3.17 may be assigned to any other Vendor Party upon prior written notice to the Purchaser.

(f)

Any payments that may be owed under this section will be made subject to withholding or deduction in respect of such payments for, or on account of, any present or future Taxes imposed or levied by or on behalf of any Tax Authority and for which the Purchaser or its Affiliate is obligated by law to withhold or deduct and remit to such Tax Authority having such power and jurisdiction.

3.18

French Sales Representative Agreement

4.1

General Representations and Warranties

(a)

Due Authorization of Agreement by Vendor Parties – The execution and delivery of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action on behalf

of each of the Vendors and this Agreement has been duly executed and delivered by the Vendor Parties and is a valid and binding obligation of each of the Vendor Parties enforceable against it or her in accordance with the terms hereof, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.  Other than the Third Party Consents, no approval of any Person or Governmental Entity is necessary to authorize the entering into of this Agreement by any of the Vendor Parties with the consummation by the Vendor Parties of the transactions contemplated herein.

(b)

Validity of Agreement – The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents of any of the Vendors or of any agreement to which any of the Vendor Parties may be a party or violate applicable law or conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or violate any Contract and Permits (other than Contracts that require consent to assign).  The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any Applicable Law or any applicable order of any Governmental Entity having jurisdiction over any of the Vendor Parties.

(c)

Condition of Purchased Assets – The Vendors have maintained the Purchased Assets in good condition and repair, as would a prudent owner.  No Vendor has knowledge of any material defects in any of the Purchased Assets.

(d)

Compliance with Laws – Except as expressly set out in Schedule 4.1(d) , the Vendors have at all times conducted and are conducting the Business in compliance with Applicable Law, in all material respects, of each jurisdiction in which the Business is carried on and is not in breach of any such laws and is duly licensed, registered or qualified in each jurisdiction in which the Vendors own or lease their assets or carry on the Business, to enable the Business to be carried on as now conducted, and all such licenses, registrations and qualifications are valid and subsisting and in good standing, provided that the representations and warranties set out in this Subsection 4.1(d) will not apply to any jurisdiction where the failure to be so licensed or registered would not, individually or in the aggregate, have a Material Adverse Effect on the Business.

(e)

Business Records – The Business Records relating to the Purchased Assets (other than the financial Business Records) are true, correct and complete in all respects and not misleading.  The financial Business Records reasonably set out and disclose in all material respects the financial position of the Vendors as at the date hereof.  All Business Records have been delivered or otherwise made available for inspection by the Purchaser.

(f)

Ordinary Course – Other than as set out in Schedule 4.1(f) , from the Reference Date, the Business has been carried on in the Ordinary Course of the Business,

consistent with past practice, and no Vendor has made any change in the contractual relations with any of its customers or entered into any commitment or transaction not in the Ordinary Course of the Business.

(g)

No Material Adverse Change – Since the Reference Date, there has been no (i) Material Adverse Change with respect to the Business or (ii) change in the Business, operations or affairs of the Vendors, financial or otherwise, or arising as a result of any legislative or regulatory change, or revocation of any permit, license or right to do business, fire, explosion, accident, casualty, labour problem, flood, drought, riot, storm, act of God or otherwise, except changes occurring in the Ordinary Course of the Business and which, in the aggregate, have not had a Material Adverse Effect on the Business and are not reasonably anticipated by the Vendor Parties to have a Material Adverse Effect on the Business, operations or affairs of the Vendors.

(h)

Absence of Unusual Transactions – Since the Reference Date, no Vendor has:

(i)

transferred, assigned, sold or otherwise disposed of any of the Purchased Assets (other than the sale of inventory in the Ordinary Course of the Business and the transfer of inventory between Vendors in the Ordinary Course of the Business);

(ii)

waived any rights of substantial value, or entered into any commitment or transaction not in the Ordinary Course of the Business where such loss, rights, commitment or transaction is or would be material in relation to the Business or the Purchased Assets, as the case may be;

(iii)

mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of the Purchased Assets; or

(iv)

except as otherwise expressly disclosed herein, authorized or agreed or otherwise become committed to do any of the foregoing;

(i)

No Other Agreements – No person, firm or corporation has any agreement, right or option capable of becoming an agreement for the purchase of any of the Purchased Assets.

(j)

Insurance – The Vendors maintain the forms of insurance described in Schedule 4.1(j) , which insurance is with reputable and sound insurers covering its property and the Purchased Assets and protecting the Business in amounts and against such Losses and Claims as are generally maintained for comparable businesses and properties.  All such insurance coverage will be continued in full force and effect to and including the Closing Date.  All policies of such insurance currently maintained by the Vendors on its assets and its personnel have been made available to the Purchaser.  The Vendors are not in default with respect to any of the provisions contained in any such insurance policy nor have they failed to give any notice or present any Claim under any such insurance policy in due and timely fashion.  There are no circumstances which would or might entitle any of the

Vendors to make a material Claim under any of such insurance policies or which would or might be required under any of such policies to be notified to the insurers and no material Claim under any such policy has been made by any of the Vendors since the Reference Date.  No notice of cancellation or non-renewal with respect to, nor disallowance of any Claim under or with respect to any such policy or policies, has been received by any of the Vendors.

(k)

Litigation – Other than as set out in Schedule 4.1(k), there are no suits, arbitration proceedings, injunctions, judgments, orders, legal actions, expropriation proceedings or other proceedings either pending, outstanding or, to the knowledge of the Vendor Parties, threatened against or relating to the Purchased Assets or against the Vendors which may have any material effect on the Business or the Purchased Assets or the transfer thereof to the Purchaser.  No Vendor is aware of any existing grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; and there is not currently outstanding against any Vendor any judgment, decree, injunction, ruling, order or award of any Governmental Entity.  Without in any way limiting the generality of the foregoing, no product liability Claims have been asserted or made, or continue to be outstanding against a Vendor concerning the products manufactured, distributed or sold by a Vendor which is not fully covered by insurance of the Vendor.

(l)

Approvals – No governmental licenses or permits necessary for the conduct of the Business require consent or approval as a result of the entering into of this Agreement or the consummation of the transactions contemplated hereby.

(m)

All Contracts of Business – The Contracts constitute a complete list of all contracts related to the Business to which a Vendor is party.  Other than the Contracts, no Vendor has outstanding any material agreement, contract or commitment, written or oral, of any nature or kind relating to the Business.  All Contracts have been delivered or otherwise made available for inspection by the Purchaser (and in the case of oral contracts a written summary of all material terms).  For greater certainty, other than as set out in Schedule 4.1(m) , no Vendor is a party to any written or oral agreement not to compete or granting exclusivity, or any material confidentiality agreement, which relates to the Business.

(n)

Assumed Contracts in Good Standing – The Assumed Contracts are in good standing and no Vendor has received notice of any existing defaults thereunder.  No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Assumed Contract by the Vendors or to the Vendors’ knowledge, to the counterparties to any Assumed Contract, (B) give any person the right to declare a default or exercise any remedy under any Assumed Contract, (C) give any person the right to accelerate the maturity or performance of any Assumed Contract, or (D) give any person the right to cancel, terminate or modify any Assumed Contract.  No person is renegotiating, or has a right pursuant to the terms of any of the said contracts, agreements,

engagements or commitments to renegotiate, any amount paid or payable under any Assumed Contract or any other material term or provision of any Assumed Contract.

(o)

Intellectual Property –

(i)

For the purposes of this Subsection 4.1(o), the term ‘Intellectual Property’ shall be interpreted to exclude Additional French IP.

(ii)

Schedules 1.1(p), 1.1(kkk) and 1.1(bbbbbbb) contain an accurate and complete list and summary description of all Intellectual Property and all Licenses currently in force or which have been in force at any time within the last five (5) years preceding the date of this Agreement.

(iii)

The Vendors are, or as set out in Schedule 1.1(p) will be prior to the Closing Date, the sole exclusive legal and beneficial, and when registered, registered owner of all right, title and interest in and to all Intellectual Property (other than any Intellectual Property that is licensed by any of the Vendors as disclosed in Schedule 1.1(p) and other than certain NeoGraft Device Products identified with an asterisk in Schedule 1.1(qqqq)), and have good and marketable title to all Intellectual Property, free and clear of all Encumbrances.  Subject only to the terms of any Licenses as disclosed in Schedules 1.1(p), 1.1(kkk) and 1.1(bbbbbbb), the Vendors have not granted, by transfer, license or otherwise, any right, title or interest in or to any Intellectual Property.  The Vendors are free to use and exploit the Intellectual Property in whatever jurisdictions within North America and Europe it is registered, rights attach or it is used by any Vendor, as applicable, without payment of any compensation or any royalty.

(iv)

The Vendors’ rights in the Intellectual Property are valid, subsisting and enforceable throughout North America and Europe, wherever such Intellectual Property is registered, is in use or has been used by any Vendor.  The Vendors have taken all reasonable steps to maintain the Intellectual Property which is registered or in use in North America or Europe.

(v)

Other than as disclosed in Schedule 1.1(p), in the five (5) years preceding the date of this Agreement; (1) no Person has challenged the ownership of the Vendors of any of the Intellectual Property, or the validity or enforceability of any applications or registrations for rights in any of the Intellectual Property; and (2) no actions, proceedings or disputes have been taken or are pending to challenge the Vendors’ ownership of, or rights to any application or the registration for, any of the Intellectual Property.

(vi)

The rights of the Vendors in the Intellectual Property are sufficient and effectively protected for the Vendors to carry on their business as it is currently being operated in all material respects.  The Excluded Intellectual Property is not used or incorporated in (nor has it ever been used or

incorporated in) the Business or the Business Products nor is the Excluded Intellectual Property necessary or required in connection with the exploitation of the Intellectual Property.  The Vendors have not granted nor shall the Vendors grant any rights or licenses to the whole or any part of the Intellectual Property that would conflict with the Vendors’ ability to operate all aspects of their businesses as it is currently being operated.

(vii)

All required filings and fees related to the registration or maintenance of the registration of the Intellectual Property which is registered in North America or Europe, when applicable, have been timely filed with and paid to the relevant Governmental Entity and authorized registrars, and all registrations with respect to such Intellectual Property are in good standing.  To the extent requested prior to January 16, 2018, the Vendors have delivered or otherwise made available for inspection by the Purchaser true and complete copies of file histories, documents, certificates, examiner’s reports, office actions, correspondence and other materials related to Intellectual Property registrations when applicable.

(viii)

The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to nor require the consent of any other Person in respect of, the Vendors rights to own, use or hold for use any of the Intellectual Property as owned, used, or held for use in the conduct of the Vendors business or operations as currently conducted.

(ix)

Except as specifically noted at Schedules 1.1(p), 1.1(kkk) and 1.1(bbbbbbb), the Licenses are valid, in full force and effect without any amendment and constitute valid and binding obligations of the parties to such Licenses in accordance with their terms, and have been entered into bona fide in the Ordinary Course of the Business, and neither the Vendors nor, to the knowledge of the Vendors, any of the other parties to the Licenses are in any default or breach of any obligations under such Licenses.  There are no pending or ongoing actions, proceedings or disputes with respect to any of the Licenses, nor to the knowledge of the Vendors are there any threatened proceedings or disputes with respect to any of the Licenses.  None of the Licenses have been amended, assigned or surrendered or modified in any material respect.  No consent or approval is required under any of the Licenses in connection with the transactions contemplated by this Agreement.

(x)

The Vendors have not received notice that any licensee, customer, supplier or other party to any License has breached, intends to breach or intends to discontinue any such License.

(xi)

Except as identified in Schedule 1.1(p), the Vendors have no requirement for obtaining any rights in third party tangible or intangible property, including any intellectual property rights (which for greater certainty shall

include (A) all patents, (B) all trade-marks (whether registered or existing at common law), (C) all registered and unregistered statutory and common law copyrights, (D) all industrial designs, (E) all registrations, applications and renewals for any of the foregoing, (F) all Trade Secrets and (G) all other intellectual property rights recognized at law), to permit the Vendors to continue to produce, develop and exploit the Intellectual Property and the Business Products as currently contemplated in the Business.

(xii)

Each Trade Secret material to the Business or the Business Products is appropriately documented and the documentation in possession of the Vendors related to such Trade Secrets is current, accurate and sufficient in detail and content to identify and explain the Trade Secrets and allow their full and proper use by the Purchaser and its Affiliates after Closing without reliance on the knowledge or memory of any individual.  The Vendors have taken reasonable precautions to protect the secrecy, confidentiality and value of the Trade Secrets.  Any disclosures of Trade Secrets have been made under a written agreement which includes contractual provisions to protect unauthorized disclosure and use of the Trade Secret.  No Trade Secret is currently subject to any adverse Claim or has been challenged or to the Vendor’s knowledge, threatened in any way.  No Trade Secrets are co-owned or jointly-owned with any Person (other than another Vendor).  No confidential or proprietary information owned by any Person, other than the Vendors, has been incorporated into any Trade Secret.  No Trade Secret is the subject of any escrow or similar arrangement which may provide the release of such Trade Secrets to Persons other than the Vendors under any conditions.

(xiii)

All personnel, whether employees, contractors or otherwise, who made any material contribution to the creation or invention of any of the Intellectual Property or Trade Secrets that are material to the Business or to the Business Products, are listed in Schedule 1.1(p).  Other than as set out in Schedule 1.1(p), all of the personnel, including any and all employees and contractors, which have created or developed any of the Intellectual Property, material to the Business, have only done so under provisions of written agreements which assigned to one or more of the Vendors, all rights to any material or inventions created in relation to any Intellectual Property.  Other than as set out in Schedule 1.1(p), to the knowledge of the Vendors, no personnel of the Vendors, past or present, is in violation of any term of any non-disclosure, proprietary rights or similar agreement between such personnel and the Vendors.  No funding, facilities or research educational institution of any Governmental Entity was used in the conception, reduction of practice, creation or development of any of the Intellectual Property.

(xiv)

None of the Vendors’ past or current registration, use, or exploitation of the Intellectual Property and the Business Products or the Vendors’ conduct of the Business violates or infringes or has violated or infringed upon the intellectual property rights (which for greater certainty shall include (A) all

patents, (B) all trade-marks (whether registered or existing at common law) (C) all registered and unregistered statutory and common law copyrights, (D) all industrial designs, (E) all registrations, applications and renewals for any of the foregoing, (F) all Trade Secrets and (G) all other intellectual property rights recognized at law) of any other Person in North America or Europe and, to the knowledge of the Vendors, the rest of the world.  Except as disclosed in Schedule 1.1(p), to the knowledge of the Vendors, no other Person has violated or infringed upon the Intellectual Property or threatened to violate such rights in any respect nor does any Vendor have any knowledge of any facts that would reasonably be expected to form the basis for a Claim of such infringement.

(xv)

The Intellectual Property has not been the subject of any Claims or proceedings in the period of five (5) years preceding the date of this Agreement, nor are there any such Claims or proceedings currently pending or outstanding, or to the knowledge of the Vendors, threatened, except as disclosed in 1.1(p).

(p)

Computer Systems – None of the records, systems, controls, data or information of the Vendors used in the Business are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means which are not under the exclusive ownership and direct control of the Vendors, other than any offsite backup or disaster recovery arrangements with third parties in the Ordinary Course of the Business or payroll, benefits, bookkeeping and accounting service providers in the Ordinary Course of the Business.  The Vendors’ software systems have been satisfactorily maintained and have the benefit of maintenance agreements specified in Schedule 4.1(p).  The Vendors’ computer hardware and software systems have adequate capability and capacity for the current requirements of the Vendors for the processing and other functions required to be performed to operate the Business.  Each of the Vendors has taken all actions which a reasonable person would take to protect against any computer viruses, worms, back doors or other devices or techniques which could improperly and without the authorization of the Vendors interfere with, cause harm to, cause information disclosure or loss, or otherwise disrupt the operation or use of the computer systems of the Vendors.  Any software used in the Business does not contain any so-called open source software, except as expressly disclosed in Schedule 4.1(p).

(q)

Obligations to Customers and Suppliers – There are no outstanding warranties or other similar obligations with or to customers of the Business or to any other users of the inventory of the Business, except warranties disclosed in Schedule 4.1(q) which have arisen in the Ordinary Course of the Business.  No Vendor is required to provide any bonding or other financial security arrangements in connection with any transactions with any of its customers or suppliers.  In the six months prior to the date hereof, no material customer of the Vendors has terminated or communicated to any of the Vendor Parties the intention or threat to terminate its relationship with the Vendors, or the intention to substantially reduce the quantity of products or services it purchases from the Vendors.

(r)

Sufficiency of the Purchased Assets – The Purchased Assets include all assets necessary by the Purchaser for the continued use and operation of the Business on a going concern stand-alone basis following the Closing Date in the same way as was conducted by the Vendors prior to the Time of Closing.

(s)

Product Liability and Warranty Claims – There have been no warranty Claims made with respect to, or in connection with, the Business Products.  There are no pending or, to the knowledge of the Vendor Parties, threatened civil, criminal or administrative investigations or proceedings relating to:

(i)

any alleged hazard or defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty, relating to the Business Products; or

(ii)

any breach of any of the product warranties, indemnities or performance guarantees given to customers of the Business in respect of the Business Products.

(t)

No Broker – Except for Stifel Financial Corp., there is no broker, agent or other intermediary acting for any of the Vendor Parties in connection with any transactions contemplated herein.

(u)

Regulatory Matters

(i)

Except as set out at Schedule 4.1(u)(i) and as contemplated by the Regulatory Approvals, the Vendors (A) are developing, testing, labeling, packaging, manufacturing, marketing, distributing, and storing, and (B) in the previous five (5) years have developed, tested, labeled, packaged, manufactured, marketed, distributed, and stored the Business Products, to the extent applicable, in compliance in all material respects with (i) the FDCA and applicable implementing regulations and guidances issued by the FDA, (ii) with respect to (B) above, the medicinal products and medical device laws of the European Union and applicable implementing regulations and guidelines issued by applicable Governmental Entities in the European Union, including the EMA, and (iii) with respect to (B) above, any other applicable Governmental Entities in any other country where the Vendors have developed, tested, labeled, packaged, manufactured, distributed or stored the Business Products.

(ii)

Each NeoGraft Device in current commercial distribution in the United States is a Class I medical device as defined under 21 U.S.C. §360c(a)(1)(A) and (B), and applicable rules and regulations thereunder.  Except as disclosed in Schedule 4.1(u)(i), each NeoGraft Device sold in Europe in the five years prior to 2017, were CE Marked and fully authorized to be on the market.  The Vendors have not introduced in commercial distribution any Business Products which were upon their shipment by the Vendors adulterated or misbranded or in material violation of Applicable Laws.

(iii)

The Vendors’ facilities in Charlotte, North Carolina and Lewisville, Texas are registered, as required, and each product manufactured by or on behalf of the Vendors for commercial distribution in the United States that is required to be listed with the FDA under Section 510 of the FDCA, and the applicable rules and regulations thereunder, is so listed.  Except as set out in Schedule 4.1(u)(i), there have been no recalls, corrections, repairs, replacements, refunds, safety alerts (or other notice relating to an alleged lack of safety, efficacy or regulatory compliance of any of the Vendors’ Business Products), detentions, withdrawals, seizures, termination or suspension of manufacturing, or other adverse regulatory actions requested or threatened relating to the Vendors’ Business Products, and no field notifications, field corrections or alerts, or, to the knowledge of the Vendors, any facilities where any such products are produced, processed, packaged or stored and the Vendors have not, within the last five (5) years, either voluntarily or at the request of any Governmental Entity, initiated or participated in a recall, correction, repair, replacement, refund, safety alert (or other notice relating to an alleged lack of safety, efficacy or regulatory compliance of the Vendors’ Business Products), detention, withdrawal, seizure, termination or suspension of manufacturing or provided post-sale warnings regarding the Vendors’ Business Products.  The Vendors have no knowledge of any facts which are reasonably likely to cause (A) the recall, market withdrawal or replacement of any products sold or intended to be sold by the Vendors; (B) a change in the marketing classification or a material change in the labeling of any such product, or (C) a termination or suspension of the marketing of such product.

(iv)

All manufacturing operations conducted by or for the benefit of the Vendors have been and are being conducted in material compliance with Applicable Laws, including, to the extent applicable, the provisions of the FDA’s current good manufacturing practice and quality system regulations.  The Vendors are in compliance in all material respects with the written procedures, record-keeping and FDA reporting requirements for Medical Device Reporting set forth in 21 C.F.R. Part 803.

(v)

All preclinical studies and clinical trials, and other studies and tests of the Business Products conducted by or on behalf of the Vendors have been, and if still pending are being, conducted in material compliance, to the extent applicable, with the applicable protocol for such study or trial, good laboratory practices, good clinical practices and all Applicable Laws, including the FDCA and the respective counterparts thereof in Canada and Europe.  The Vendors have delivered or otherwise made available for inspection to the Purchaser all material information known by the Vendors with respect to the safety and efficacy of the Business Products from nonclinical and/or clinical studies.

(vi)

The Vendors have not received any of the following documents: (i) 510(k) rescission letters or other notice stating that that a product clearance or

approval is withdrawn or modified or that such an action is under consideration, (ii) notice of FDA regulatory actions against the Vendors, including notice of adverse findings, regulatory, untitled or warning letters or mandatory recalls, (iii) documentation related to voluntary or mandatory recalls of any Business Products of the Vendors, (iv) reports of removals or corrections or correspondence to and from the FDA concerning such reports and all related investigations, (v) safety alerts or (vi) other notice alleging or asserting material noncompliance with any Applicable Law.  Neither the Vendors nor to the Vendor’s knowledge, its suppliers or contract manufacturers has received an FDA Form 483 or any other Governmental Entity notice of inspectional observations related to or affecting the Business Product, which has not been closed out by the FDA or relevant Governmental Entity.  The Vendors do not have knowledge of any facts which furnish any reasonable basis for any regulatory or warning letters from the FDA.

(vii)

Except as set out at Schedule 4.1(u)(i), the Vendors have filed with the FDA and any other applicable Governmental Entity all required notices, registration applications, order forms, reports, supplemental applications and annual or other reports or documents, including adverse experience reports, that are material to the continued development or handling of the Business Products.  The Vendors have not received any written notice questioning the good standing with the FDA or any other Governmental Entity of any of the documents filed by the Vendors with the FDA or any other Governmental Entity with respect to the Business Products or the manufacturing, handling, storage or shipment of the Business Products.  Except as set out at Schedule 4.1(u)(i), the Vendors have not received written notice of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from the FDA or any other Governmental Entity alleging that any operation or activity of the Vendors is in material violation of the FDCA or the respective counterparts thereof promulgated by applicable state Governmental Entities or Governmental Entities outside the United States, including, as applicable, the medicinal products and medical device laws of the European Union.  With respect to compliance with Applicable Laws, no civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, notice, demand letter, inquiry, proceeding or request for information is pending or, to the knowledge of the Vendors, threatened against the Vendors.  Except as set out at Schedule 4.1(u)(i), to the knowledge of the Vendors, there has not been any material violation of any Applicable Laws by the Vendors in their product development efforts, submissions or reports to any Governmental Entity that could reasonably be expected to require investigation, corrective action or enforcement action.

(viii)

Except as set out at Schedule 4.1(u)(i), the Vendors have not committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA or any other

Governmental Entity to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” or any such similar policies set forth in any Applicable Laws.  Neither the Vendors nor, to the Vendors’ knowledge, any of their officers, employees or agents, has been convicted of any crime or engaged in any conduct that has resulted, or would reasonably be expected to result, in debarment or exclusion under any Applicable Law, including 21 U.S.C. Section 335a.  To the Vendors’ knowledge, no claims, actions, proceedings or investigations that would reasonably be expected to result in such a material debarment or exclusion of the Vendors are pending or threatened against the Vendors or any of their officers, employees or agents.

(ix)

The Vendors are not a party to any corporate integrity agreement, monitoring agreement, consent decree, settlement order, or similar agreement with or imposed by any Governmental Entity.  The Vendors are not subject to any investigation that is pending or, to the knowledge of the Vendors, that is pending and not served or threatened or that has been threatened, in each case by (i) the FDA (ii) the Department of Health and Human Services Office of Inspector General or Department of Justice pursuant to the Federal Healthcare Program Anti-Kickback Statute (42 U.S.C. §1320a-7b(b) or the Federal False Claims Act (31 U.S.C. §3729) (known as the “Federal False Claims Act”).  Nor have the Vendors submitted any claim for payment to any government healthcare program in connection with any referrals that violated any applicable self-referral law, including the Federal Ethics in Patient Referrals Act, 42 U.S.C. §1395nn (known as the “Stark Law”), or any applicable state self-referral Law.  The Vendors have not submitted any claim for payment to any government healthcare program in violation of any Laws relating to false claims or fraud, including the Federal False Claim Act or any applicable state false claim or fraud Applicable Law.  The Vendors have complied in all material respects with all applicable security and privacy standards regarding protected health information under (i) HIPAA and (ii) to the knowledge of the Vendors, any other Applicable Laws.

(v)

Permits – Other than general carrying-on-business Permits in the jurisdictions where the Business may make sales of Business Products, the Vendors now possess, and on the Closing Date shall possess, and be in good standing under, all Permits, which Permits include all that are necessary to operate the Business.  Particulars of the Permits, if any, including the licensor name, license number, expiry dates, and the terms upon which such Permits are transferable to the Purchaser on Closing, are more particularly set out at Schedule 1.1(q).  All Permits have been delivered or otherwise made available for inspection by the Purchaser.

(w)

Privacy – The Vendors have properly held and hold all Personal Information in confidence, except for disclosure as required or permitted by Applicable Law.  The Vendors have used appropriate safeguards to prevent unauthorized use and disclosure of Personal Information and have used the same degree of care that a

reasonable person would use to protect other confidential information.  The safeguards used by the Vendors include all necessary controls to protect Personal Information against unauthorized disclosure to third parties or unauthorized access by employees or contractors of the Vendors.  There are no actions, proceedings, or investigations pending or to the Vendors’ knowledge, threatened, relating to the Vendors’ collection, use, disclosure or other obligations under applicable law in respect of Personal Information.

(x)

Full Disclosure – The Vendor Parties do not have any knowledge of any fact that may have a Material Adverse Effect on the Business or the Purchased Assets that has not been disclosed to the Purchaser in this Agreement.  The Vendor Parties have made or caused to be made reasonable inquiry with respect to each representation and warranty of the Vendor Parties contained in this Agreement and having conducted such reasonable inquiry, believe that none of the aforesaid representations or warranties contains any untrue statement of a material fact or omits to state a material fact necessary in order to make such representation or warranty not materially misleading.

4.2

Representations & Warranties with respect to the Canadian Vendors

(a)

Corporate Powers – Each of the Canadian Vendors is properly incorporated, validly existing and in good standing under the laws of the Province of Ontario.  Each of the Canadian Vendors has the corporate power, capacity and authority to own its portion of the Canadian Purchased Assets and carry on its part of the Business as now owned and conducted, has the corporate power, capacity and authority to enter into this Agreement and carry out the transactions contemplated hereby, and is qualified to carry on its business and is properly registered and in good standing under the laws of the jurisdictions set out in Schedule 4.2(a).

(b)

Title to Canadian Purchased Assets – Except as set out at Schedule 4.2(b), the Canadian Vendors have good title to the Canadian Purchased Assets, free and clear of all Encumbrances, and on Closing the Purchaser or its assignee shall receive title to the Canadian Purchased Assets, free and clear of all Encumbrances whatsoever.

(c)

Resident – Each of the Canadian Vendors is, and on the Closing Date shall be, a resident of Canada within the meaning of, and for all purposes under, the Tax Act.

(d)

Employees – Schedule 1.1(kk) constitutes a complete list of all Employees of the Canadian Vendors showing their names, titles, employer, duration of employment, ages, citizenship, residency, commencement dates, benefit entitlement, rate of remuneration, and written employment contracts each of which may be terminated upon reasonable notice under common law, other than as set out in Schedule 1.1(kk).  Except for any severance pay or other benefit that may arise as a result of the termination of the Employees by the Canadian Vendors as a result of Section 3.4, the Canadian Vendors are not liable for or obligated to pay any severance pay or any other benefit by reason of the voluntary or involuntary termination of the employment of any partner, employee, consultant, agent or manager of the Business

prior to the Time of Closing.  The Canadian Vendors have made all deductions required by law to be made from Employees’ salaries and have remitted same to the relevant taxation authority; and all accruals for salaries, wages, vacation pay, bonuses, commissions, sick pay, pension, profit sharing, deferred compensation, and other employee benefit payments payable to the Employees, together with all amounts in respect of medical insurance, worker’s compensation, employment insurance, income tax and other payments owing to any Person or agency in respect of such employment.  The Canadian Vendors do not have any agreements with any labour union or employee association and have not made any commitments to or conducted negotiations with any labour union or employee association with respect to any future agreements in respect of Employees.  The Vendors have not received notice from any union or employee association regarding any application for certification of a bargaining unit or bargaining units affecting any Employees.  The Canadian Vendors are not party to any management agreement in connection with the Business, nor incentive, profit sharing or other special compensation arrangement with any Employee.  The Canadian Vendors have not received notice of any alleged violation of any legislation respecting employment practices, terms and conditions of employment, hours and wages, occupational, health and safety or human rights.  All levies, assessments and penalties made against the Canadian Vendors pursuant to workers’ compensation legislation in any jurisdiction in which the Business is conducted, have been paid by the Canadian Vendors.

(e)

Bankruptcy – No Canadian Vendor has committed an act of bankruptcy, proposed a compromise or arrangement to its creditors, had any petition for a receiving order filed against it, taken any proceeding with respect to a compromise, arrangement or winding-up, or otherwise taken advantage of any insolvency or bankruptcy legislation, had a receiver appointed to any part of the Canadian Purchased Assets or had any encumbrancer take possession of any part of the Canadian Purchased Assets or had any execution of distress or seizure become enforceable or levied upon any of the Canadian Purchased Assets.

(f)

Canadian Anti-Spam Legislation – The Canadian Vendors’ Business Records contain a record of all Persons from whom the Canadian Vendors have received express written consent to the receipt of CEMs, relating to the business conducted by the Canadian Vendors and the Canadian Vendors have retained copies of all such consents; all Persons for whom the Canadian Vendors have “implied consent” to the receipt of CEMs relating to the business conducted by the Canadian Vendors based on an “existing business relationship”, as such term is defined in CASL, and the dates that such implied consent(s) shall expire, and whether each such Person has provided express consent or implied consent; and all Persons who have withdrawn their consent to receiving CEMs from the Canadian Vendors as well as their respective electronic addresses.  The Canadian Vendors have not received any withdrawals of consent to receive CEMs, nor requests to receive no further marketing nor promotional communications, from any Persons that have not been recorded in the CASL Database.

(g)

Taxes – Other than as set out in Schedule 2.8, the Canadian Vendors have paid and discharged, or if applicable, will timely pay and discharge after the Closing Date, within the prescribed period, all Taxes and filed all Tax Returns and reports required to be filed by the Canadian Vendors with respect to the Canadian Vendors’ operation of the Business and/or use of the Canadian Purchased Assets which are capable of forming or resulting in an Encumbrance on the Purchased Assets or becoming a Liability of the Purchaser.  Other than as set out in Schedule 2.8, no Canadian Vendor has executed any waiver of any statute of limitations on the assessment or collection of any Tax or filed with Canada Revenue Agency or any other Tax Authority an agreement now in effect extending the period for assessment or collection of any Taxes.  Other than as set out in Schedule 2.8, there are no Tax Encumbrances upon, pending, or to the best knowledge of the Vendor Parties, threatened against any of the Canadian Purchased Assets.  All Tax Returns and reports filed by the Canadian Vendors have been delivered or otherwise made available for inspection by the Purchaser.

(h)

Real Property – Other than for Solutions Canada’s interest as a lessee in 23 Lesmill Road, Unit 205, Toronto, Ontario, Canada, the Canadian Vendors do not own or have any interest in (nor is any Canadian Vendor party to any agreement to purchase or lease) any real property.

(i)

Environmental – No Canadian Vendor or any other Vendor Party has received notice of, or been prosecuted for, and there are no facts of which a Canadian Vendor or another Vendor Party is aware which could give rise to a prosecution for, non-compliance with any Environmental Laws or environmental orders in connection with the Business.

(j)

Canadian Purchased Assets – No Canadian Purchased Asset is subject to any restriction that limits its use to Canada.

4.3

Representations & Warranties with respect to the US Vendors

(a)

Corporate Powers – Each of the US Vendors is properly incorporated, validly existing and in good standing under the laws of the State of Delaware.  Each of the US Vendors has the corporate power, capacity and authority to own its portion of the US Purchased Assets and carry on its business as now owned and conducted, has the corporate power, capacity and authority to enter into this Agreement and carry out the transactions contemplated hereby, and is qualified to carry on its business and is properly registered and in good standing under the laws of the jurisdictions set out in Schedule 4.3(a).

(b)

Title to and Condition of US Purchased Assets – Except as set out at Schedule 4.3(b), the US Vendors have good title to the US Purchased Assets, free and clear of all Encumbrances, and on Closing the Purchaser or its assignee shall become the true and lawful owner of and receive good and valid title to the US Purchased Assets, free and clear of all Encumbrances whatsoever, other than the US Assumed Liabilities.  Each tangible US Purchased Asset is free from material defects, has

been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.

(c)

Resident – Each of the US Vendors is, and on the Closing Date shall be, a resident of the United States within the meaning of, and for all purposes under the Tax Code.

(d)

Labour and Employment Matters–

(i)

Schedule 1.1(kk) sets forth a complete and accurate list of the names of all current Employees and Independent Contractors, specifying their position and description of the areas of responsibility with respect to the Business, and their salary, base rate of pay or, for Independent Contractors, their base service fees or other base rates of compensation, date of hire or engagement, business location, commission, bonus and any other incentive entitlements, accruals of vacation and sick time or paid time off (if applicable), whether they have entered into any confidentiality and/or invention assignment agreement with a US Vendor (a copy of which has previously been delivered or otherwise made available for inspection by the Purchaser), and identifying which Employees or Independent Contractors are absent from active employment or service (including by reason of a leave of absence, if applicable) and their anticipated dates of return to active employment or engagement.

(ii)

No US Vendor is a party to or bound by any labor or collective bargaining Contract that pertains to any Employees or Independent Contractors.  There are no, and during the past five (5) years there have been no, organizing activities, labor disputes, grievances, strikes, controversies, slowdowns, work stoppages or lockouts pending or, to the knowledge of the Vendor Parties, threatened against or affecting the Business or relating to any Employees or Independent Contractors.

(iii)

No employment-related charge or complaint (including with respect to any unfair labor practice or labor charge or complaint) is pending or, to the knowledge of the Vendor Parties, threatened or anticipated with respect to the Business or the US Vendors in connection with the Business before any Governmental Entity.  The US Vendors are and have been in material compliance with all Applicable Laws relating to labor or employment relations or practices, terms and conditions of employment, and wages and hours, including any such Applicable Law regarding employment discrimination, pay equity, employee classification (whether for the purposes of overtime or employee/independent contractor status or otherwise), workers’ compensation, family and medical leave, the Immigration Reform and Control Act and other immigration-related laws, and occupational safety and health requirements and with their employment or other service provider agreements covering individuals.

(iv)

No US Vendor is a party to, or otherwise bound by, any consent decree with, conciliation agreement with, or citation by, any Governmental Entity relating to or affecting Employees or Independent Contractors or employment practices in connection with the Business.  No US Vendor has received within the past five (5) years any notice of intent by any Governmental Entity responsible for the enforcement of Applicable Laws relating to labor or employment to conduct an investigation relating to the Business and, to the knowledge of the Vendor Parties, no such investigation is in progress.

(v)

Except as set out in Schedule 2.8, each US Vendor has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from Employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any Applicable Laws relating to the employment of labor in connection with the Business.  Each Vendor has paid in full to all Employees and, for amounts not yet due, has adequately accounted for all accrued wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf thereof.

(vi)

All Persons who have performed services for any US Vendor while classified as independent contractors have satisfied the requirements of Applicable Law to be so classified, and the US Vendors have fully and accurately reported their compensation on IRS Forms 1099 or other applicable tax forms for independent contractors when required to do so.  There are no contingencies, claims or obligations between any US Vendor and any independent contractors or their respective employees and to the Vendor’s knowledge, there are no grounds for any independent contractor or employee thereof to submit such claims in the future based on events that have occurred or will occur prior to the Closing Date.

(vii)

No Vendor has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) affecting any site of employment or one or more operating units within any site of employment of any Vendor Party or (ii) a mass layoff as defined in the WARN Act, nor has any Vendor Party been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local law.  No employee of any Vendor Party at a U.S. facility with sufficient numbers of employees to be covered by the WARN Act, or any similar foreign, state or local law has suffered an employment loss, as defined in the WARN Act or any similar foreign, state or local law, within the 90 day period ending on the Closing Date.

(viii)

Except as set out in Schedule 1.1(kk), to the knowledge of the Vendor Parties, no Employee or group of Employees has any plans to terminate employment with any US Vendor (other than for the purpose of accepting

employment with the Purchaser following the Closing) or to not accept employment with the Purchaser if employment is offered on substantially the same or similar terms and conditions.

(ix)

Schedule 1.1(kk) identifies which Employees are citizens or lawful permanent residents of the United States.

(x)

Schedule 1.1(kk) contains a list of all Employees who are a party to a non-competition agreement with a Vendor Party; copies of such agreements have previously been delivered or otherwise made available for inspection by the Purchaser.  Each such agreement referenced in the preceding sentence to which any Vendor Party is a party is assignable by the Vendor Party to the Purchaser or its Affiliate(s).

(e)

Employee Benefits –

(i)

Schedule 4.3(e)(i) contains a complete and accurate list of all Employee Benefit Plans.  Complete and accurate copies of all Employee Benefit Plans have been made available to the Purchaser.  Each Employee Benefit Plan has been administered in all material respects in accordance with its terms and the Vendors and to the knowledge of the Vendors any benefits contractor has in all material respects met its obligations with respect to each Employee Benefit Plan and has made all required premium payments or contributions thereto.

(ii)

Any Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Tax Code is so qualified and has a currently valid determination letter or opinion letter from the IRS to the effect that such Employee Benefit Plan is so qualified.

(iii)

None of the Vendors or any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Tax Code or Title IV of the Unites States Employee Retirement Income Security Act of 1974 (“ERISA”).  At no time have the Vendors or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).  No Employee Benefit Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Tax Code.  For purposes of this Agreement, “ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Tax Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Tax Code), or (3) an affiliated service group (as defined under Section 414(m) of the Tax Code or the regulations under Section 414(o) of the Tax Code), any of which includes or included any Vendor.

(iv)

No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan that would subject a Vendor or the Purchaser or any of its Affiliates to (i) any material fine, penalty, tax or liability of any kind imposed under ERISA or the Tax Code or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Employee Benefit Plan, nor will any of the transactions contemplated by this Agreement give rise to such an obligation.

(v)

Other than as set out in Schedule 1.1(kk), there is no agreement with any stockholder, director, executive officer or Employee or Independent Contractor (i) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Vendor of the nature of any of the transactions contemplated by this Agreement, (ii) providing any term of employment or compensation guarantee or (iii) providing severance benefits or other benefits after the termination of employment or engagement of such director, executive officer, Employee or Independent Contractor.  There is no agreement, plan or arrangement under which any Person may receive payments from any Vendor that may be subject to the Tax imposed by Section 4999 of the Tax Code or included in the determination of such Person’s “parachute payment” under Section 280G of the Tax Code.  There is no agreement or plan binding any Vendor, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.  Other than as set out in Schedule 1.1(kk), there are no outstanding loans or extensions of credit from any Vendor to any Employee or Independent Contractor.

(f)

Bankruptcy – No US Vendor has committed an act of bankruptcy, proposed a compromise or arrangement to its creditors, had any petition for a receiving order filed against it, taken any proceeding with respect to a compromise, arrangement or winding-up, or otherwise taken advantage of any insolvency or bankruptcy legislation, had a receiver appointed to any part of the US Purchased Assets or had any encumbrancer take possession of any part of the US Purchased Assets or had any execution of distress or seizure become enforceable or levied upon any of the US Purchased Assets.

(g)

Taxes –

(i)

Other than as set out in Schedule 2.8, each US Vendor has (i) properly filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns are true, correct and complete in all material respects and

(ii) paid on a timely basis all Taxes, whether or not shown on any Tax Return that were due and payable by it.

(ii)

Other than as set out in Schedule 2.8, all Taxes that a US Vendor is or was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity.  Each US Vendor has complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party.

(iii)

Other than as set out in Schedule 2.8, no US Vendor (i) has any actual or potential liability under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any Person other than one of the US Vendors or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement.

(iv)

Each US Vendor has delivered or otherwise made available for inspection to the Purchaser (i) complete and correct copies of all Tax Returns of the Company relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of the US Vendor relating to Taxes for all taxable periods for which the statute of limitations has not yet expired.

(v)

Other than as set out in Schedule 2.8, no examination or audit or other action of or relating to any Tax Return of a US Vendor by any Governmental Entity is currently in progress or, to the knowledge of any Vendor Party, threatened or contemplated.  No deficiencies for Taxes of a US Vendor have been claimed, proposed or assessed by any Governmental Entity.  Other than as set out in Schedule 2.8, no US Vendor has been informed by any jurisdiction in which it did not file a Tax Return that the jurisdiction believes that the US Vendor was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction.

(vi)

None of the Purchased Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Tax Code or directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Tax Code.

(vii)

None of the Purchased Assets is a United States real property interest within the meaning of Section 897(c)(1) of the Tax Code.

(viii)

There are no liens or other encumbrances with respect to Taxes upon any of the Purchased Assets, other than with respect to Taxes not yet due and payable.

(ix)

None of the Purchased Assets is an interest in any joint venture, partnership, or other arrangement that is treated as a partnership for US federal income Tax purposes or any stock of a “controlled foreign corporation” as defined in Section 957 of the Tax Code (or any similar provision of state, local or foreign Law) or “passive foreign investment company” within the meaning of Section 1297 of the Tax Code.

(x)

No US Vendor has had a permanent establishment in any country other than the United States as defined in any applicable Tax treaty or convention between the United States and such foreign country.

(h)

Real Property – No US Vendor, or any Affiliate of any US Vendor, owns any real property in the United States.  Schedule 4.3(h) lists and describes briefly any and all real property in the United States leased, subleased or licensed to any US Vendor (or any Affiliate of any US Vendor), or otherwise occupied by any US Vendor (or any Affiliate of any US Vendor).  The Vendor Parties have delivered or otherwise made available to the Purchaser correct and complete copies of the leases, subleases, licenses and occupancy agreements, and all guarantees thereof, listed, or required to be listed, on Schedule 4.3(h) (collectively, the “Leases”).  No US Vendor (or any Affiliate of any US Vendor) occupies or has rights to occupy any real property in the United States except pursuant to the Leases.  With respect to each Lease listed, or required to be listed, on Schedule 4.3(h):

(i)

the Lease is legal, valid, binding, enforceable and in full force and effect, and has not been amended or modified except as set forth on Schedule 4.3(h);

(ii)

the Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;

(iii)

no US Vendor and to the knowledge of the Vendors, no other party to the Lease is in breach or default, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration thereunder;

(iv)

there are no disputes, oral agreements or forbearance programs in effect as to the Lease;

(v)

No US Vendor, or any Affiliate of any US Vendor, has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered such Lease or interest therein;

(vi)

no construction, alteration or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any US Vendor (or any Affiliate of any US Vendor); and

(vii)

No US Vendor, or any Affiliate of any US Vendor, is obligated to pay any leasing or brokerage commission relating to such Lease, and will not have any obligation to pay any leasing or brokerage commission upon the renewal, expansion or extension of such Lease.

(i)

Environmental – Each US Vendor has complied with all applicable Environmental Laws.  No US Vendor has released, or has any liabilities or obligations arising from the release of, any Hazardous Materials into the environment.

4.4

Representations & Warranties with respect to the French Vendor

(a)

Existence, Incorporation & Corporate Powers – The French Vendor is duly incorporated, validly existing and in good standing under the laws of France.  It has full corporate power, capacity and authority to own the French Purchased Assets and carry on the French Business as now owned and conducted, has the full corporate power, capacity and authority to enter into this Agreement and carry out the transactions contemplated hereby and is qualified to carry on its business and is properly registered and in good standing under the laws of the jurisdictions set out in Schedule 4.4(a).

(b)

Title to French Purchased Assets – The French Vendor has all rights and titles in order to transfer in full ownership the French Business and more generally the French Purchased Assets and the rights derived therefrom, and none of the assets or rights transferred is the subject or is likely to be the subject of any seizure, confiscation or cancellation.  Moreover, none of such assets is subject to a title retention clause.  The French Vendor is the owner of the French Business which was created in 1978.

(c)

Encumbrances – The French Business and more generally the French Purchased Assets are not subject to any Encumbrances, or any other rights of any nature whatsoever inuring to the benefit of any third party and on Closing the Purchaser or its Affiliate(s) shall receive title to the French Purchased Assets, free and clear of all Encumbrances whatsoever.

(d)

Employees – Schedule 4.4(d) provides for a complete and accurate list of the French Transferred Employees assigned to the French Business and transferred to the Purchaser or its designated Affiliate with the French Business in accordance with Article L.1224-1 of the French Labour Code, as well as the employees’ seniority, remuneration, usual bonuses and other benefits of any nature whatsoever, and for which the Purchaser or its designated Affiliate will assume the Employee Liabilities from, and based on facts, circumstances or events that arise after the Time of Closing, Except for the French Transferred Employees listed in Schedule 4.4(d) no current or past employees of the French Business will be entitled to

request their transfer in accordance with Article L.1224-1 of the French Labour Code (Code du Travail).

(e)

Bankruptcy – The French Vendor is not insolvent (en état de cessation de paiement), nor subject to any bankruptcy, insolvency, moratorium or similar proceedings under Applicable Laws.

(f)

Tax – Within the legally required time-periods, the French Vendor shall make all declarations to and filings with the relevant tax and social security authorities in order to enable such authorities to assess and notify the French Vendor of the amount of any payment relating to the period prior to the Closing Date which may immediately be due as a consequence of the transfer of the French Business.  The French Vendor does not have or ever had a ‘permanent establishment’ in any country other than France, as such phrase is defined in the Double Tax Treaty concluded between France and Israel on July 31, 1995, nor has the French Vendor any trade or business activities in Israel.

(g)

French Sales Representative Agreement – The French Vendor has complied in all respect with Applicable Laws for the execution and performance of the French Sales Representative Agreement.

(h)

Real Property – The French Vendor is the owner of the French Real Property, exclusively used as office space by the French Vendor for having acquired it on 27 August 2014.

4.5

Representations & Warranties of Miriam

(a)

Ownership of Canadian Vendors – Miriam is the registered and beneficial owner of all of the issued and outstanding shares and convertible securities, if any, in each of the Canadian Vendors.  Miriam controls each of the Vendors.

5.1

Representations and Warranties of the Purchaser

(a)

Corporate Powers – Each of the Purchaser and the Affiliates participating in the purchase transactions contemplated by this Agreement are properly incorporated, validly existing and in good standing under their respective jurisdictions of incorporation (of which the Purchaser’s is the State of Israel), has the corporate power, capacity and authority to own assets and to carry on business, has the corporate power, capacity and authority to enter into this Agreement and carry out the transactions contemplated hereby.

(b)

Agreement Binding – This Agreement, once accepted, constitutes a valid and binding obligation of the Purchaser, and each the documents contemplated hereunder to which any of the Purchaser’s Affiliates is a party, is enforceable in accordance with its terms subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.  The execution, delivery and performance by Purchaser and each of such Affiliates of this Agreement and the other documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in a violation or breach of, or default under, any provision of the governing documents or shareholders agreements of such Person or (ii) conflict with or result in a violation or breach of any provision of any Applicable Law.

(c)

Approvals – Other than corporate approvals and the consent of the holder(s) of the Purchaser’s preferred shares and its lenders, no approval of any Person, body, corporation, authority or administrative agency, government or otherwise, which has not been obtained, is necessary to authorize the acceptance of this Agreement by the Purchaser or with the consummation by the Purchaser and its Affiliates of the transactions contemplated herein.

(d)

Residency – The Purchaser is, and on the Closing Date shall be, a non-resident of Canada within the meaning of and for all purposes under Tax Act.

6.1

Risk of Purchased Assets

6.2

Insurance

6.3

Destruction of Purchased Assets

(a)

extend the Closing Date for up to ten (10) days, and:

(i)

to reduce the Purchase Price by an amount equal to the cost of repair, or if destroyed or damaged beyond repair, by an amount equal to the replacement

cost of such of the Purchased Assets so destroyed or damaged, and to complete the purchase, in which case the proceeds of insurance or compensation for the destruction, damage, expropriation or seizure shall be assigned to the Vendors; or

(ii)

to complete the purchase without reduction of the Purchase Price in which event all proceeds of insurance or compensation for the destruction, damage, expropriation or seizure shall be payable to the Purchaser; or

(b)

terminate this Agreement in accordance with Section 7.4, in which case all obligations of the Purchaser shall terminate forthwith upon the Purchaser giving notice as herein required.

7.1

Purchaser’s Conditions

(a)

Each of the representations and warranties of the Vendor Parties set forth in this Agreement that is qualified by reference to materiality or a Material Adverse Effect and each of the Fundamental Representations will be true and correct in all respects and each of the other representations and warranties of the Vendor Parties set forth in this Agreement that are not qualified by reference to materiality or a Material Adverse Effect will be true and correct in all material respects, in each case as of the date hereof and the Closing Date, with the same force and effect as if made at and as of such time, except for representations and warranties that are made as of a specific date, which representations and warranties will be true and correct at and as of such date.

(b)

The Vendor Parties will have performed or complied in all respects with all of the obligations, covenants, agreements and conditions in this Agreement to be performed or complied with by the Vendor Parties at or prior to the Closing, including delivery of those items to the Purchaser as set out at Section 8.2.

(c)

The Purchaser will have received a bring-down certificate of the Vendor Parties, dated as of the Closing Date and signed on behalf of each Vendor Party by a duly authorized officer certifying to his or her knowledge, without personal liability, that the conditions in Subsections 7.1(a) and 7.1(b) applicable to such Vendor Parties have been satisfied.0

(d)

The Vendor Parties shall have delivered to the Purchaser all Third Party Consents relating to the Major Contracts and to Greenbanktree Power Corporation.

(e)

All Regulatory Approvals shall have been completed and obtained.

(f)

Each of the Mazet Agreement and La Tôlerie Plastique Agreement shall have been entered into and duly executed by the applicable parties to the satisfaction of the Purchaser.

(g)

The Terminated Contracts shall have been terminated.

(h)

The Escrow Agreement shall have been duly executed by all parties thereto.

(i)

The Purchaser shall have obtained the necessary corporate approvals and the consent of the holder(s) of its preferred shares and its lenders with respect to the execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder.

(j)

There shall have been no material loss or destruction of the Purchased Assets and no Material Adverse Change shall have occurred prior to the Time of Closing.

(k)

There shall have been obtained from all Governmental Entities, such approvals, consents or licenses as are required to permit the change in ownership of the Purchased Assets and the carrying on of the Business by the Purchaser without interruption as contemplated herein.

(l)

No action, litigation or proceeding will be pending or threatened by any Person to enjoin, restrict, prohibit or nullify:

(i)

the consummation of the transactions contemplated by this Agreement or the Transaction Documents, including the sale and purchase of the Purchased Assets;

(ii)

the right of the Purchaser to conduct the Business following Closing; or

(iii)

the Third Party Consents;

(m)

The Key Employee shall have accepted an offer of employment with the Purchaser or its designated Affiliates.

(n)

INCI Medica Incorporated shall have transferred the Hair Medica Intellectual Property to Solutions Canada or Canadian Vendor Amalco (to the extent not already owned by them), on terms, conditions and documentation satisfactory to the Purchaser.

(o)

Other than as expressly contemplated by Subsection 7.1(p), any and all security or Encumbrances affecting the Purchased Assets shall have been discharged or the applicable secured party shall provide the Purchaser and its Affiliates with a no-interest letter in form satisfactory to the Purchaser’s Counsel and the Purchaser’s US Counsel, including a no-interest letter from Greenbanktree Power Corporation substantially in the form attached hereto as Exhibit G.

(p)

The Tax Liabilities listed on Schedule 7.1(p) shall have been paid and the Vendors shall have provided the Purchaser with evidence satisfactory to the Purchaser in its commercially reasonable discretion of such payment and of satisfaction of the amount owing with respect to any associated Tax liens, which shall include at a minimum documentation from the applicable Tax Authorities showing zero balances in the corresponding accounts.

7.2

Vendor Parties’ Conditions

(a)

Each of the representations and warranties of the Purchaser set forth in this Agreement that is qualified by reference to materiality or a Material Adverse Effect will be true and correct in all respects and each of the other representations and warranties of the Purchaser set forth in this Agreement that are not qualified by reference to materiality or a Material Adverse Effect will be true and correct in all material respects, in each case as of the date hereof and the Closing Date, with the same force and effect as if made at and as of such time, except for representations and warranties that are made as of a specific date, which representations and warranties will be true and correct at and as of such date.