Exhibit 10.4

CannaPharmaRx CANADA CORP.

- and –

CannaPharmaRx, INC.

- and –

June 11, 2019

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is dated June 11, 2019, between CannaPharmaRx Canada Corp. (the “Purchaser”), CannaPharmaRx, Inc. (the “Purchaser Parent”) and Sunniva Inc. (the “Vendor”).

WHEREAS the Vendor is the registered and beneficial owner of all of the issued and outstanding common shares in the capital of Sunniva Medical Inc. (the “Corporation”).

AND WHEREAS the Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Vendor, all of the issued and outstanding common shares of the Corporation upon and subject to the terms and conditions contained in this Agreement.

AND WHEREAS the Purchaser Parent is the parent corporation of the Purchaser and has agreed to guarantee the obligations of the Purchaser pursuant to this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party hereto, the Parties agree as follows:

Article 1
INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“1167025” means 1167025 B.C. Ltd., a company incorporated under the Laws of British Columbia and a wholly-owned subsidiary the Corporation.

“Affiliate” means, with respect to any Person, any other Person that controls or is controlled by or is under common control with the Person.

“Agreement” has the meaning specified in the preamble, as this Agreement may be amended, restated, replaced, supplemented or novated from time to time in accordance with the terms hereof.

“Authorization” means, with respect to any Person, any order, decree, permit, certificate, certificate of authorization, approval, registration, waiver, licence, consent, agreement, directive, notice or similar authorization of any Governmental Entity having jurisdiction over the Person.

“Books and Records” means all information relating to the Purchased Corporations and in the possession of the Purchased Corporations, including title insurance policies, deeds and surveys, if any, for all Owned Real Property, books of account, Tax records, sales and purchase records, customer and supplier lists, software, formulae, technical documents including specifications, business reports, plans and projections and all other documents, files, correspondence and Corporate Records, whether in written or electronic form.

“Buildings and Fixtures” means all plant, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situated on or under or forming part of any Owned Real Property.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which Canadian chartered banks are closed for business in Vancouver, British Columbia.

“Cannabis Act” means the federal Cannabis Act S.C. 2018, c. 16, which came into force on October 17, 2018.

“Cannabis Regulations” means the Cannabis Regulations SOR/2018-144 to the Cannabis Act.

“Closing” means the completion of the purchase and sale of the Purchased Shares contemplated by this Agreement.

“Closing Date” means July 5, 2019, or such later date as the Parties may agree in writing.

“Closing Indebtedness” means the aggregate Indebtedness of the Purchased Corporations that is outstanding immediately prior to the Closing Time, less the Excluded Indebtedness.

“Closing Time” means 10:00 a.m. on the Closing Date (Vancouver Time) or such other time on the Closing Date as is agreed between the Parties.

“Consent” means, with respect to any Person, the unconditional consent of a contracting party to, or as a result of, the transactions contemplated by this Agreement, if required by the terms of any Contract between such contracting party and such Person.

“Consulting Agreement” has the meaning specified in Section 8.1(f).

“Contract” means any agreement, contract, instrument, undertaking or commitment, whether written or oral.

“Corporate Records” means the corporate records of the Purchased Corporations, including: (a) all Governing Documents; (b) all minutes of meetings and resolutions of shareholders and directors (and any committees); (c) the share certificates, securities register, register of transfers of shares and register of directors; and (d) the corporate seal, if any.

“Corporation” has the meaning specified in the recitals hereto.

“Damages” means any loss, liability, claim, damage, expense, fine, penalty or interest (whether or not involving a Third Party Claim) including reasonable costs, fees and expenses of legal counsel (including extra-judicial fees and costs, which the Parties agree are determinate and determinable), and reasonable costs on a solicitor-client basis (without reduction for tariff rates or similar reductions) and other advisors and experts.

“Demand” has the meaning specified in Section 11.1(2).

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

“Environmental Laws” means any and all applicable Laws and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws or statutory requirements.

“Estimated Closing Indebtedness Statement” mean has the meaning specified in Section 2.4(a).

“Excluded Indebtedness” means any and all amounts owed by either of the Purchased Corporations pursuant to an agreement between EllisDon Corporation and the Corporation dated April 30, 2018, as assigned by the Assignment and Amendment Agreement between the Corporation, EllisDon Corporation and Partner Technologies Incorporated dated February 27, 2019, whether such amounts are invoiced prior to or subsequent to the Closing Date.

“Fundamental Representations” means, in respect of the Vendor, the representations and warranties set out in Section 3.1(a), Section 3.1(b), Section 3.1(f), Section 3.1(g), Section 3.1(h) Section 4.1(a), Section 4.1(g), Section 4.1(h), Section 4.1(k) and Section 4.1(s), and, in respect of the Purchaser, the representations and warranties set out in Section 5.1(a), Section 5.1(b) and Section 5.1(f).

“Governing Documents” means, with respect to any Person: (a) the certificate and articles of incorporation (or equivalent, including letters patent and memorandum and articles of association) and the by-laws of such Person; (b) all shareholders’ or equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of such Person or relating to the rights, duties and obligations of the shareholders or equityholders of such Person; and (c) any amendment or supplement to any of the foregoing.

“Governmental Entity” means: (a) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (b) any subdivision or authority of any of the above; (c) any stock exchange; and (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Guaranteed Obligations” has the meaning specified in Section 11.1(1).

“Hazardous Substance” means any material or substance that may impair the quality of the environment or that, under Environmental Laws, is deemed to be “hazardous”, a “pollutant”, “toxic”, “deleterious”, “caustic”, “dangerous”, “waste”, a “hazardous material”, a “contaminant” or analogous substance including, without limitation, petroleum and petroleum products, asbestos, polychlorinated biphenyls, and flammable and radioactive materials.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board (or any successor institute) in effect from time to time.

“Indebtedness” means, collectively, and without duplication, with respect to the Purchased Corporations, in each case on a consolidated basis: (i) all indebtedness for borrowed money, including any related prepayment fees or expenses (including overdraft facilities) (whether short term or long term) or any loans from shareholders, (ii) all obligations for the deferred purchase price of property, or contingent payments in respect of the acquisition of any assets, shares or other ownership, equity or proprietary interests in any Person, (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, (iv) the Mortgage, any indebtedness arising under capitalized leases or other sales, customer, supplier or other Contracts, (v) any obligation in respect of letters of credit and bankers' acceptances, (vi) all loans due to any related party (within the meaning of the Tax Act), including any shareholder, (vii) any bonus, incentive payments or profit-sharing agreements that were declared, accrued or otherwise payable by any Purchased Corporation prior to Closing, but not paid as at the Closing Time, as the case may be, and the employer portion of all payroll or other Taxes applicable thereon or otherwise payable by a Purchased Corporation, (viii) any incentive payments, severance payments, change in control payments or similar payments to any employee, independent contractors, officer or director that become payable as a result of the consummation of the transactions contemplated by this Agreement, including any accelerated payments or change of control payments pursuant to any share appreciation rights, as well as the employer portion of all payroll Taxes thereon, (ix) all obligations of the Purchased Corporations for financial debt, including accrued capital expenditures and any related balances recorded in accounts payable, (x) any liabilities of the Purchased Corporations for royalty payments or customer credits, (xi) any underfunded medical or pension benefits, (xii) any fees and expenses (including legal, accounting and other professional fees and expenses) incurred by any Purchased Corporation in connection with the transactions contemplated hereby, (xiii) all accrued interest, fees, prepayment, penalties or other similar obligations with respect to any of the foregoing, (xiv) the indebtedness of the Purchased Corporations as at the date hereof specified in Schedule 1.1(1), (xv) any due but unpaid Taxes of a Purchased Corporation, and (xvi) all indebtedness of others referred to in paragraphs (i) through (xvi) above guaranteed by any of the Purchased Corporations.

“Indemnified Party” means a Person with indemnification rights or benefits under Section 9.2 or Section 9.3 or otherwise under this Agreement.

“Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 9.

“Independent Accountant” has the meaning specified in Section 2.4(b).

“Interim Period” means the period between the close of business on the date of this Agreement and the sooner of the Closing or the date upon which this Agreement is terminated in accordance with the terms herein.

“Laws” means: (a) all constitutions, treaties, laws, statutes, codes, ordinances, principles of common law, notices, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international; (b) all judgments, orders, writs, injunctions, decisions, rulings, decrees, directions, sanctions and awards of any Governmental Entity; and (c) all policies, practices and guidelines of any Governmental Entity that, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law or that establish the interpretative position of the Law by such Governmental Entity, in each case binding on or affecting the Person referred to in the context in which such word is used.

“Lien” means any mortgage, hypothec, charge, pledge, prior claim, security interest, assignment, lien (statutory or otherwise), Bank Act (Canada) security, servitude, easement, title defect, restriction on transfer (such as a right of first refusal), restrictive covenant, conditional sale, resolutory condition, leasing, title retention agreement or other encumbrance, arrangement or condition of any nature that, in substance, secures payment or performance of an obligation.

“LTO” means the Kamloops Land Title Office.

“Material Adverse Change” means any condition, change, event, development, circumstance, effect or state of facts that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the condition of the assets, liabilities, operations and financial position of the Purchased Corporations, other than as a result of (i) changes generally affecting the economies or the economy of any region in which the Purchased Corporations conduct business, (ii) changes adversely affecting the industry in which the Purchased Corporations operate, (iii) changes in Canadian, U.S. or global financial markets, foreign currency markets or political conditions, acts of God, acts of war, terrorism or natural disasters; (iv) changes in applicable Law or generally accepted accounting principles, (v) changes as a result of the announcement or pendency of the transactions set out in this Agreement (including any resulting reduction in revenue or any disruption in counterparty relationships), or (vi) any failure to meet or exceed forecasts, projections or budgets (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change has occurred); provided that, in the case of clauses (i), (ii) and (iii) above, the Purchased Corporations and their assets are not disproportionately adversely affected thereby relative to other comparable companies operating in the industry in which the Purchased Corporations operate.

“Material Contracts” means any of the following, whether oral or in writing:

“Mortgage” means the vendor takeback mortgage and assignment of rents granted by 1167025 in favour of Shuttleworth Properties Ltd., and registered at the LTO on June 15, 2018 under numbers CA6867462 and CA6867463.

“Newco” has the meaning specified in Exhibit A.

“Newco Note” has the meaning specified in Exhibit A.

“Notice” has the meaning specified in Section 11.2.

“Objection Notice” has the meaning specified in Section 2.4(b).

“Option to Purchase” means the option to purchase dated May 5, 2015, between Shuttleworth Properties Ltd., as transferee, and Weyerhaeuser Company Limited, as owner, and registered in the LTO under registration number CA4378484, as assigned by Shuttleworth Properties Ltd. to 1167025 on June 15, 2018, and registered in the LTO under registration number CA6867466, granting 1167025 an option to purchase, for a period of five (5) years from the effective date thereof, three (3) parcels legally described as PID 009-587-501, PID 007-906-668 and PID 015-972-038, for which a true and complete legal description is disclosed in Schedule 1.1(1), for a purchase price of $1.00.

“Ordinary Course” means an action taken by a Person that is consistent with the past practices of such Person (including with respect to timing and amount) and is taken in the ordinary course of the normal day-to-day operations of such Person.

“Owned Real Property” has the meaning specified in Section 4.1(l)(i).

“Parties” means the Vendor and the Purchaser and any other Person who subsequently becomes a party to this Agreement, and “Party” means any one of the Parties.

“Permits” has the meaning specified in Section 4.1(i)(ii).

“Permitted Liens” means: (i) Liens for Taxes not yet due and delinquent, (ii) easements, encroachments and other minor imperfections of title that do not, individually or in the aggregate, detract from the value of or impair the use or marketability of any Owned Real Property, (iii) Liens imposed or permitted by Law, such as statutory liens and deemed trusts, carriers’ liens, builders’ liens, warehousemens’ liens, mechanics’ liens, materialmens’ liens and other Liens of a similar nature that relate to obligations not due or delinquent, (iv) Liens disclosed on the balance sheets of either of the Purchased Corporations, and (v) Liens listed in Schedule 1.1(2).

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity.

“Pre-Closing Environmental Liabilities” means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

“Pre-Closing Reorganization” means the steps set out in Exhibit A.

“Purchase Price” has the meaning specified in Section 2.2.

“Purchased Corporations” means, collectively, the Corporation and 1167025, and a “Purchased Corporation” shall mean any one of the Corporation and 1167025, as applicable.

“Purchased Shares” means all of the issued and outstanding shares in the capital of the Corporation as of Closing, being 200 common shares of the Corporation registered in the name of the Vendor as of the date hereof and all other shares in the capital of the Corporation issued pursuant to the Pre-Closing Reorganization.

“Purchaser” means CannaPharmaRx Canada Corp., a company existing under the laws of the Province of Alberta.

“Purchaser Parent” means CannaPharmaRx, Inc., a company existing under the laws of the State of Delaware.

“Release” means any release, spill, leak, emission, discharge, leach, dumping, migration, pumping, pouring, emitting, emptying, injecting, spraying, burying, abandoning, incinerating, seeping, escape, disposal or similar or analogous act as defined in any Environmental Laws.

“Straddle Period” has the meaning specified in Section 9.2(1)(d).

“Supporting Documentation” has the meaning specified in Section 2.4(a).

“Tangible Personal Property” means all vehicles, machinery, equipment, furniture, office equipment, supplies, materials, parts, communication systems and other movables or chattels of every kind whether owned or leased, together with any express or implied warranty by manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents related thereto.

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

“Tax Assessment Period” has the meaning specified in Section 9.1(1)(b).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means: (a) any and all federal, provincial, state, municipal, local and foreign taxes, assessments, contributions and other governmental charges, duties, impositions and liabilities, including Canada Pension Plan and provincial pension plan contributions, provincial health plan contributions, insurance contributions, unemployment insurance contributions, parental insurance premiums, worker’s compensation and deductions at source, and including taxes based on or measured by gross receipts, income, profits, sales, capital, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, customs duties, payroll, contributions, premiums, recapture, employment, excise and property and all Owned Real Property Taxes; (b) all interest, penalties, fines and additions to tax or other additional amounts imposed on or with respect to amounts of the type described in paragraph (a) above; (c) any liability for the payment of any amounts of the type described in paragraph (a) or (b) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in paragraph (a) or (b) above as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts or as a result of being a transferee, and including any liability for Taxes of a predecessor entity.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a party who is not a Party to this Agreement, including a Governmental Entity, against an Indemnified Party that entitles the Indemnified Party to make a claim for indemnification under this Agreement.

“Urban Systems Agreement” means the Agreement for Consulting Services and Fee Proposal between the Vendor and Urban Systems Ltd. dated April 23, 2018.

“Vendor” means Sunniva Inc.

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

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement.

All references in this Agreement to dollars or to $ are expressed in Canadian currency unless otherwise specifically indicated.

In this Agreement, the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”. Unless otherwise specified, the words “Article”, “Section” or “Schedule” followed by a number mean and refer to the specified Article, Section or Schedule of or to this Agreement. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Vendor, it will be deemed to refer to the actual knowledge of any of Dr. Anthony Holler, David Negus and Benjamin Rootman after making reasonable inquiries regarding the relevant matter.

Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as it or they may have been or may from time to time be amended, re-enacted or replaced.

The schedules attached to this Agreement form an integral part of this Agreement for all purposes.

Whenever payments are to be made or an action is to be taken on a day that is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

Article 2
PURCHASE and sale; PURCHASE PRICE

Subject to the terms and conditions of this Agreement, the Vendor agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as of Closing on the Closing Date, all (but not less than all) of the Purchased Shares, which Purchased Shares collectively constitute all of the issued and outstanding shares of the Corporation.

Subject to Section 9.11, the aggregate consideration payable by the Purchaser to the Vendor for the Purchased Shares (the “Purchase Price”) is twenty million dollars ($20,000,000), less the amount of any Closing Indebtedness.

The Purchase Price shall be paid and satisfied as follows:

All payments under this Section 2.3 will be made by certified cheque, bank draft or wire transfer of immediately available funds to a bank account or accounts specified in writing by the Vendor (or the Purchaser, as applicable).

Article 3
REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor represents and warrants to the Purchaser as follows as of the date hereof and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares notwithstanding any investigation by or on behalf of the Purchaser:

Article 4
REPRESENTATIONS AND WARRANTIES as to the PURCHASED Corporations

The Vendor represents and warrants to the Purchaser as follows as of the date hereof, and acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares notwithstanding any investigation by or on behalf of the Purchaser:

Neither of the Purchased Corporations has as of the date hereof, nor has ever had, any employees.

Article 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PURCHASER PARENT

Each of the Purchaser and the Purchaser Parent jointly and severally represents and warrants to the Vendor as follows as of the date hereof and acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with the transactions contemplated by this Agreement notwithstanding any investigation by or on behalf of the Vendor:

Article 6
INTERIM PERIOD COVENANTS

During the Interim Period, the Vendor shall, and shall, to the extent reasonably required by the Purchaser, permit the Purchaser and its employees, agents, counsel, accountants or other representatives to have reasonable access during normal business hours to (i) the premises of the Purchased Corporations, including the Owned Real Property, (ii) the assets of the business, including all Books and Records, whether in the possession of the Vendor or otherwise, (iii) any information requested by the Purchaser relating to each of the holders of Closing Indebtedness; (iv) all contracts, and (v) the Key Personnel, and shall furnish to the Purchaser and/or its employees, agents, counsel, accountants or other representatives such financial and operating data and other information with respect to the assets of the business of each of the Purchased Corporations as the Purchaser from time to time reasonably requests.

During the Interim Period, the Vendor shall promptly notify the Purchaser, upon (i) any representation or warranty made by the Vendor contained in this Agreement becoming inaccurate; or (ii) the Vendor becoming aware that any such representation or warranty was inaccurate when it was made on the date of this Agreement. Any such notification will set out particulars of the inaccurate representation or warranty and details of any actions of the Vendor to rectify the inaccuracy.

Article 7
TAX MATTERS

From and after the Closing Date, the Purchaser shall cause each of the Purchased Corporations to duly and timely make, prepare and file all Tax Returns required to be so made, prepared and filed by such Purchased Corporation, subject to prior review and approval by the Vendor (which approval must not be unreasonably withheld): (i) for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date; and (ii) for periods beginning before and ending after the Closing Date. Such Tax Returns will be prepared consistent with prior practice, except where otherwise required under applicable Tax Law, provided that no reserve or credit will be claimed if doing so would result in an amount being included in the income of a Purchased Corporation in a Tax period ending after the Closing Date. The Purchaser shall provide the Vendor with copies of such Tax Return, along with supporting workpapers, at least 30 days before the due date for filing thereof. The Purchaser will cause each of the Purchased Corporations to timely remit any Taxes shown as owing on its respective Tax Returns, provided that the Vendor shall promptly reimburse the Purchaser for any such Taxes (excluding any Taxes already taken into account in the Closing Indebtedness) and the amount of any such reimbursement will constitute a dollar-for-dollar decrease to the Purchase Price. At the request of either the Vendor or the Purchaser, an election under subsection 256(9) under the Tax Act will be filed in respect of each of the Purchased Corporations’ taxation years ending on the acquisition of control of the Corporation by the Purchaser.

The Vendor and the Purchaser shall co-operate fully with each other and make available to each other in a timely fashion such data and other information, and provide such assistance, as may reasonably be required for the preparation of any Tax Return of either of the Purchased Corporations, the preparation for any audit by any Governmental Entity in respect of Taxes and the defense of any Third Party Claim relating to any Taxes or Tax Return, in respect of any period ending on, before or including the Closing Date or Straddle Period, and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable Tax Laws. The Purchaser and each of the Purchased Corporations will, upon reasonable request of the Vendor, use all reasonable commercial efforts to take reasonable steps, including obtaining any certificate or other document from, or effect any filing with, any Governmental Entity as may be considered desirable to mitigate, reduce or eliminate any Taxes that could be imposed on either Purchased Corporation and that could reasonably give rise to a right of indemnity hereunder.

The Purchaser covenants that it will not, or cause or permit either of the Purchased Corporations to, make any election or deemed election or make or change any Tax election, relating to a pre-Closing Tax period, or otherwise amend any Tax Return for a pre-Closing period, in each case that results in any increased Tax liability or reduction of any deduction, credit or loss carry-over of either of the Purchased Corporations in respect of any period ending on or before, or which includes, the Closing Date. The Purchaser agrees that the Vendor is to have no liability for any Tax resulting from any action referred to in the preceding sentence, and agrees to indemnify and hold harmless the Vendor and its Affiliates against any such Tax.

The Purchaser shall promptly pay to the Vendor any refunds of Taxes paid with respect to each of the Purchased Corporations attributable to any periods ending on or before or which include the Closing Date (plus any interest received with respect thereto from any applicable Governmental Entity net of any Taxes on such interest), provided that, for greater certainty, any such refund paid to the Vendor will be subject to Article 9 to the extent such refund is subsequently required by a Governmental Entity to be repaid. The amount of any such refund paid to the Vendor will constitute a dollar-for-dollar increase of the Purchase Price.

The Purchaser shall cause the Corporation to elect pursuant to subsection 80.01(4) of the Tax Act, in prescribed form T2027, on or before the day on which the Corporation is required to file a Tax Return under the Tax Act for the taxation year of the Corporation that includes the date of the Pre-Closing Reorganization, so that the Corporation Note settled on Newco winding-up into the Corporation will be deemed to have been settled pursuant to subsection 80.01(4) of the Tax Act by payment by the Corporation of an amount equal to the “cost amount” (as defined in the Tax Act for purposes of subsection 80.01(4)) of the Corporation Note, being the outstanding amount thereof.

Article 8
CLOSING CONDITIONS & Covenants

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied at or prior to Closing, which conditions are for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor in its sole discretion.

Article 9
INDEMNIFICATION

Subject to Section 9.4, the Purchaser shall indemnify and save the Vendor and its shareholders, directors, officers, employees, Affiliates, agents, representatives, successors and permitted assigns harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

Except as provided in this Section 9.8, following Closing, the indemnities provided in Section 9.2 and Section 9.3 constitute the only remedy of the Purchaser or the Vendor, respectively, against a Party in the event of any breach of a representation, warranty, covenant or agreement of such Party contained in this Agreement. The Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a Party inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). Each of the Purchaser and the Vendor expressly waives and renounces any other remedies whatsoever, whether at law or in equity, that it would otherwise be entitled to as against any other Party.

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to mitigate any loss that it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take all appropriate steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party will be reduced by the amount of insurance proceeds actually recoverable by the Indemnified Party.

Any payment made by the Vendor as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.

In determining the amount of any Damages under this Article 9, such Damages will be increased (or decreased) to take into account any net Tax cost (or net current or future Tax benefit) incurred or enjoyed by the Indemnified Party as a result of the matter giving rise to such Damages and the receipt of an indemnity payment hereunder.

Article 10
TErmination

Article 11
MISCELLANEOUS

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each, a “Notice”) must be in writing, sent by personal delivery, courier or electronic mail and addressed:

CannaPharmaRx, Inc.

Suite 3600, 808 3rd Street SW

Calgary, AB T2P 5C5

Attention: Dominic Colvin

Telephone: +1 949 652 6838
E-mail: ncolvin@cannapharmarx.com

With a copy to (which shall not constitute notice):

Stikeman Elliott LLP

5300 Commerce Court West, 199 Bay Street

Toronto, ON M5L 1B9

Attention: Omar Soliman

Telephone: (416) 869-5670
E-mail: osoliman@stikeman.com

Sunniva Inc.

1200 Waterfront Centre
200 Burrard Street, PO Box 48600
Vancouver, British Columbia
V7X 1T2

Attention: Benjamin Rootman

Telephone: 587 430-0688
E-mail: brootman@sunniva.com

With a copy to (which shall not constitute notice):

McCarthy Tétrault LLP
Suite 2400, 745 Thurlow Street
Vancouver, British Columbia
V6E 0C5

Attention: Robin Mahood

Telephone: (604) 643-5911
E-mail: rmahood@mccarthy.ca

A Notice is deemed to be given and received: (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; or (ii) if sent by electronic mail, when delivered by electronic transmission. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares to the Purchaser and carry out the intent of this Agreement.

Except as otherwise provided in Section 9.2 and Section 9.3, the Vendor and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. Except for the Indemnified Party or as otherwise set out herein, no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind, at any time and in any way whatsoever, the rights, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Party.

Each of the Parties agrees to consult with each other before issuing any press release or making any public statement or disclosure with respect to this Agreement or the transactions contemplated hereby and agrees not to issue any such press release or make any such public statement or disclosure without the prior written consent of the other Parties hereto, provided that a party may, without the prior written consent of the other Parties, issue any such press release or make any such public announcements or disclosures if such Party has (a) notified the other Parties in writing of the details and content of the press release or announcement to be released at least three (3) Business Days in advance of such release, and (b) used commercially reasonable efforts to consult with the other Parties and to obtain the consent of such other Parties but has been unable to do so prior to the time such press release or public announcement or disclosure is required to be released pursuant to applicable Laws.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. The fees and expenses referred to in this Section are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties will not merge on and will survive the Closing. Notwithstanding the Closing or any investigation made by or on behalf of any Party, the covenants, representations and warranties will continue in full force and effect. Closing will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.