Share Purchase Agreement dated March 19, 2014 by and between Compass Minerals Manitoba Inc, Compass Minerals International, Inc and the shareholders of Wolf Trax Inc

1.1

(a)

“Accounting Firm” means Deloitte LLP, or if Deloitte LLP refuses to act, then such other independent accounting firm as the Parties may agree upon or as appointed by a court of competent jurisdiction pursuant to an application for same made by either the Vendors’ Representative or the Purchaser.

(b)

“Adjustment Date” means the tenth (10th) Business Day after the Dispute Date unless a Dispute Notice is given by the Vendors’ Representative pursuant to Section 2.9 in which event “Adjustment Date” means the fifth (5th) Business Day after a final determination made by the Accounting Firm pursuant to that same Section.

(c)

“Affiliate” of any specified person means any person which, directly or indirectly, is Controlled by, Controls or is under direct or indirect common Control with such specified person.

(d)

“Agent” has the meaning ascribed to it in Subsection 8.7(b).

(e)

“Applicable Law” means: (i) any domestic or foreign statute, law (including the common and civil law and equity), constitution, code, ordinance, rule, regulation, restriction, regulatory policy or guideline having the force of law, by-law (zoning or otherwise) or Order; (ii) any consent, exemption, approval or Permit of any Governmental Authority; and (iii) any policy, practice or guideline of, or contract with, any Governmental Authority of which Geoff Gyles and Kerry Green have actual knowledge (without having made due inquiry) and which, although not actually having the force of law, is considered by such Governmental Authority as if having the force of law.

(f)

“Audited Financial Statements” means the audited consolidated financial statements of the Corporate Group as at and for the fiscal year ended December 31, 2013, consisting of a balance sheet, a statement of operations and deficit, and a statement of cash flows together with the notes thereto and the opinion of the Corporate Group's auditors thereon, a copy of which is attached hereto as Schedule B.

(g)

“Audited Statements Date” means December 31, 2013.

(h)

“Avrio” means Avrio Ventures Limited Partnership, being one of the Vendors to this Agreement.

(i)

“Avrio Debenture” means the convertible debentures issued to Avrio by the Corporation, pursuant to which Avrio has the right to convert the debt evidenced thereby into that number of Class A Common Shares set forth opposite its name in Schedule A.

(j)

“Books and Records” means the accounting and tax records and other financial data and information of the Corporate Group, the corporate records of the Corporate Group and all other books, documents, files, records, correspondence, data and information relating to the foregoing, which are under the control of the Corporate Group or the Business, including all data and information stored electronically or on computer related media.

(k)

“Business” means the business carried on by the Corporate Group, namely the manufacture and sale of nutrients for crops.

(l)

“Business Day” means any day other than a day which is a Saturday, a Sunday or a statutory holiday in Winnipeg, Manitoba.

(m)

“Calculation Method” has the meaning ascribed to it in Section 8.3.

(n)

“Cash” means (i) cash; (ii) money in bank accounts; and (iii) Short Term Investments.

(o)

“Closing” means the closing of the purchase and sale of the Purchased Shares provided for herein.

(p)

“Closing Date” means April 1, 2014, or such other date as the Vendors and the Purchaser may agree upon.

(q)

“Closing Time” means one o’clock (1:00 p.m.) in Winnipeg, Manitoba on the Closing Date or such other time on the Closing Date as the Parties hereto may agree upon.

(r)

“Closing Working Capital” has the meaning ascribed to it in Subsection 2.6(a).

(s)

“Closing Working Capital Statement” has the meaning ascribed to it in Subsection 2.6(b).

(t)

“Condition of the Corporate Group” means the condition of the assets, liabilities, operations, activities, earnings, prospects, affairs and financial position of the Corporate Group.

(u)

“Confidentiality Agreement” means the confidentiality agreement dated November 8, 2013 between the Corporation and Compass Minerals International, Inc.

(v)

“Control” or “Controlled” means, with respect to any person, control in any manner whatsoever that results in control in fact of that person by the other person (or by that other person and any person or persons with whom that other person is acting jointly or in concert), whether directly or indirectly, and whether through the ownership of securities (including any shares which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing), a trust, a contract or otherwise.

(w)

“Corporate Group” means collectively Wolf Trax Inc. and the Subsidiaries, or each or any of them, as the context permits or requires.

(x)

“Corporate Group Company” means any member of the Corporate Group.

(y)

“Corporation” has the meaning ascribed to it in the first paragraph of the recitals on the first page of this Agreement.

(z)

“Current Assets” means accounts receivable (excluding any debt owed by a Vendor (or a person that is an affiliate of the Vendor or not at arm’s length with the Vendor) to the Corporate Group and excluding any debt owed by any Corporate Group Company to any other Corporate Group Company), Inventory, prepaid expenses, income tax credits and refunds receivable resulting from the imposition of any taxes in the United States, Goods and Services Tax and other sales tax credits and other current assets of the Corporate Group, in each case as determined in accordance with generally accepted accounting principles, and for greater certainty does not include Cash.

(aa)

“Current Liabilities” means accounts payable and accrued charges, taxes payable (including income taxes, Goods and Services Tax taxes and other sales taxes and including the amount of Governmental Charges required to be withheld but not yet remitted to the proper tax or other receiving authorities) including accruals therefor, deferred revenue and other current liabilities of the Corporate Group, including outstanding cheques, amounts due and payable to trade creditors, amounts due pursuant to any contract (including rebates, rewards, funding and royalties), lease, obligation, commitment, Permit, marketing program (including the Promotional Programs) or other arrangement to which any Corporate Group Company is a party, amounts payable with respect to utilities and other amounts usually adjusted with respect to real property, wages, bonuses, commissions, sick pay, vacation pay, contributions to benefit plans, change in control payments and other remuneration payable to employees of the Corporate Group, including severance for former employees of the Corporate Group, and for greater certainty does not include any Debt.

(bb)

“Customer and Supplier Records” means all sales and purchase records, lists of suppliers and customers, customer sales information, supplier sales information, credit and pricing information, plans and projections of or relating to the Corporate Group or the Business.

(cc)

“Debt” means, without duplication, the sum of (i) the principal amount of any indebtedness of the Corporate Group for borrowed money outstanding immediately prior to the Closing Time, together with all prepayment premiums or penalties and other amounts in respect thereof becoming due as a result of the Closing, including for greater certainty, the current portion of any long term debt and the outstanding balance on any credit cards; (ii) all payment obligations of the Corporate Group for the deferred purchase price for purchases of property outside the ordinary course of business arising in connection with transactions occurring prior to the Closing which are not evidenced by the trade payables; (iii) any off-balance sheet financing of the Corporate Group in existence immediately prior to the Closing; (iv) any payment obligations of the Corporate Group in respect of banker’s acceptances or letters of credit in existence immediately prior to the Closing which are not evidenced by the trade payables; (v) any issued and outstanding shares or securities of the Corporate Group where a person may require the redemption or purchase by the Corporate Group of such shares or securities and any declared but unpaid dividends on shares of the Corporate Group; (vi) any indebtedness of the type referred to in clauses (i) through (v) above of any person other than a Corporate Group Company in existence immediately prior to the Closing which is either guaranteed by, or secured by a security interest upon any property owned by, the Corporate Group; (vii) any unpaid interest, prepayment premiums or penalties accrued or owing on any such indebtedness of the Corporate Group; and (viii) any debt owed by a Vendor (or a person that is an affiliate of the Vendor or not at arm’s length with the Vendor) to the Corporate Group or owed by any Corporate Group Company to any other Corporate Group Company, and for greater certainty does not include any Current Liabilities.

(dd)

“Dispute Date” means the 20th Business Day after the Purchaser has delivered the Closing Working Capital Statement to the Vendors’ Representative pursuant to Subsection 2.6(b).

(gg)

“Encumbrances” means any encumbrance of any kind whatsoever (registered or unregistered) and includes mortgages, charges, pledges, security interests, liens, encumbrances, conditional sales, actions, claims, demands, equities, hypothecs, deposits by way of security, hypothecations, assignments, security under Section 426 or Section 427 of the Bank Act (Canada), trust or deemed trust (whether contractual, statutory or otherwise arising), voting trust or pooling agreement with respect to securities, any adverse claim, easement, restrictive covenant, limitation agreement, reservation, right-of-way, restriction, preferential arrangement, encroachment or burden, joint ownership interest, grant of any license, unwaived moral rights in respect of material works only, or any other right, option or claim of others of any kind whatsoever or however arising and any rights or privileges capable of becoming any of the foregoing.

(hh)

“Environmental Laws” has the meaning ascribed to it in Subsection 3.1(t).

(ii)

“Escrow Account” means the bank account to be established by the Escrow Agent pursuant to the Escrow Agreement.

(jj)

“Escrow Agent” means the person acting as escrow agent pursuant to the provisions of the Escrow Agreement.

(kk)

“Escrow Agreement” means the escrow agreement to be executed on Closing by each of the Vendors, the Purchaser and the Escrow Agent.

(ll)

“Escrow Fund” has the meaning ascribed to it in Section 2.4.

(mm)

“Estimated Closing Working Capital” has the meaning ascribed to it in Subsection 2.6(a).

(nn)

“Facilities” has the meaning ascribed to it in Subsection 3.1(ww).

(oo)

“Final Decision” has the meaning ascribed to it in Subsection 8.4(b).

(pp)

“generally accepted accounting principles” means the accounting principles so described and promulgated by The Canadian Institute of Chartered Accountants, as described in the handbook prepared by them, as amended from time to time, for private enterprises which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein, as the case may be, and where The Canadian Institute of Chartered Accountants includes a specific recommendation in its handbook concerning the treatment of any accounting matter, such recommendation shall be regarded as the only generally accepted accounting principle applicable to the circumstance that it covers.

(qq)

“Governmental Authority” means: (i) any court, judicial body or arbitral body; (ii) any domestic or foreign government whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, board, authority, tribunal, commission, bureau, department, commissioner or minister; (iii) any subdivision or authority of any of the foregoing; (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above; and (v) any stock exchange, in each case having jurisdiction over the respective person or persons of its or their respective business, undertaking, property or securities.

(rr)

“Governmental Charges” has the meaning ascribed to it in Subsection 3.1(r).

(ss)

“Guarantor” means Compass Minerals International, Inc.

(tt)

“Hazardous Substances” has the meaning ascribed to in Subsection 3.1(t).

(uu)

“Holdback” means Nine Million and Five Hundred Thousand Dollars ($9,500,000.00), unless otherwise agreed between the Parties and evidenced by the terms of the Escrow Agreement.

(vv)

“Indemnity Claim” has the meaning ascribed to it in Section 8.2.

(ww)

“Initial Purchase Price” has the meaning ascribed to it in Section 2.2.

(xx)

“Intellectual Property” has the meaning ascribed to it in Subsection 3.1(cc).

(yy)

“Interim Financial Statements” means the unaudited consolidated financial statements of the Corporate Group as at and for the two (2) month period ended February 28, 2014, consisting of a balance sheet, a statement of operations and deficit, and a statement of cash flows, a copy of which is attached hereto as Schedule C.

(zz)

“Interim Period” means the period from and including the date of this Agreement to and including the Closing Date.

(aaa)

“Inventory” means all inventories of raw materials, work-in-progress, re-worked product (product to be re-mixed and re-packaged), stock-in-trade, finished goods, supplies, packaging and advertising and publicity materials of the Corporate Group, wherever located, and whether on consignment or not.

(bbb)

“Leased Premises” means all premises leased by the Corporate Group under the Leases as listed in Schedule D attached hereto.

(ccc)

“Leases” means the leases and the agreements to lease under which the Corporate Group leases any real property as listed in Schedule D attached hereto.

(ddd)

“Licensed Intellectual Property” has the meaning ascribed to it in Paragraph 3.1(cc)(ii).

(eee)

“Loss” has the meaning ascribed to it in Section 8.1.

(fff)

“Non-Financial Records” means the non-financial records of the Corporate Group, including formulas, plans, specifications, data, surveys, contracts and non-financial documents; business, engineering and consulting reports; research and development information, including information relating to Nu-Trax, results and data from field trials and other testing; patents, patent applications, results of and information relating to patent infringement and other patent related searches; business and marketing plans, and other non-financial records relating to the Corporate Group.

(ggg)

“Order” means any order, judgment, injunction, decree, stipulation, determination, award, decision, ruling or writ of any Governmental Authority or other person.

(hhh)

“Owned Intellectual Property” has the meaning ascribed to it in Paragraph 3.1(cc)(ii).

(iii)

“Party” means the Purchaser or the Vendors individually and “Parties” means all of them.

(jjj)

“Permits” means all of the permits, licences, registrations, certifications, authorizations, approvals and qualifications to do business held by the Corporation or any of its Subsidiaries, including any product registration, product testing approval, right or privilege issued, granted, conferred or otherwise created by a Governmental Authority, including those relating to organic products and REACH.

(kkk)

“person” shall be broadly interpreted and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, Governmental Authority, unincorporated organization, the executors, administrators or other legal representatives of an individual in such capacity and any other form of entity or organization.

(lll)

“Personal Information” means any information about an identifiable individual which is protected by any Privacy Law.

(mmm)

“Privacy Law” means any Applicable Law relating to the protection of Personal Information including the Personal Information Protection and Electronic Documents Act (Canada), The Personal Information Protection Act (Alberta), and The Personal Information Protection Act (British Columbia).

(nnn)

“Privacy Policies” means the practices policies and procedures of the Corporate Group in respect of Personal Information.

(ooo)

“Promotional Programs” means the Corporation’s: (i) PROTINUS^® Start Healthy Program pursuant to which customers of the Business are rewarded with funding which can be applied to promotional programs based on product purchases; (ii) Microcharger Equipment Program pursuant to which customers of the Business are furnished with a Microcharger applicator in exchange for a commitment to purchase a minimum volume of product through an authorized distributor of the Corporation; (iii) Best Price Protection program pursuant to which customers are entitled to receive a rebate if published prices are reduced; (iv) Wolf Trax^® Growing Forward^® Reward Program; and all similar programs offered by the Corporate Group.

(ppp)

“Purchase Price” has the meaning ascribed to it in Section 2.2.

(rrr)

“Purchaser” means Compass Minerals Manitoba Inc. or its permitted assignee.

(vvv)

“Subsidiaries” means Wolf Trax Holdings Inc., Wolf Trax USA Inc. and Wolf Trax Europe Limited.

(www)

“Tax Gross-Up” has the meaning ascribed to it in Section 8.3.

(xxx)

"Third Party Liability" has the meaning ascribed to it in Subsection 8.2(b).

(yyy)

“Trademarks” has the meaning ascribed to it in Subparagraph 3.1(cc)(i)(A).

(zzz)

“Trust” means the trust governed by the Voting Trust Agreement.

(aaaa)

“Trustees” means the trustees of the Trust.

(bbbb)

“Trust Vendors” means the Vendors who are a party to the Voting Trust Agreement.

(cccc)

“Vendors” means each of the persons listed in Schedule A attached hereto and “Vendor” means one of them.

(dddd)

“Vendors’ Counsel” means Thompson Dorfman Sweatman LLP, barristers and solicitors, whose main office is located in the City of Winnipeg, in the Province of Manitoba.

(eeee)

“Vendors’ Representative” means Geoffrey Gyles and Kerry Green, each a Vendor, acting jointly.

(ffff)

“Vendor’s Shares” means with respect to any Vendor the number of Purchased Shares set opposite the Vendor’s name in Schedule A attached hereto.

(gggg)

“Voting Trust Agreement” means the voting trust agreement between Geoff Gyles, Mark Anseeuw and Kerry Green (as trustees), the Corporation and those persons described in Schedule “A” thereto and those persons who have become parties to such voting trust agreement by executing Schedule “B” thereto, dated May 20, 2004.

(hhhh)

“Warranty Claim” means a claim made by either the Purchaser or the Vendor based on or with respect to the inaccuracy or non-performance or non-fulfillment or breach of any representation or warranty made by the other Party contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby.

(iiii)

“Working Capital” means Current Assets excluding amounts owing from related parties and Cash, less Current Liabilities.

1.3

1.5

(a)

This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein.

(b)

The courts of the Province of Manitoba will have exclusive jurisdiction to determine all disputes and claims arising between the Parties. Except as otherwise specifically provided in this Agreement, each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Manitoba (including the Supreme Court of Canada).  Notwithstanding the foregoing in this Section, either Party may bring a claim or dispute in the courts of any jurisdiction where the harmful activity is being carried out or any jurisdiction in which a Party is located or has assets.  This Subsection will not be construed to affect the rights of a Party to enforce a judgement or award outside of Manitoba, including the right to record and enforce a judgement or award in any other jurisdiction.

1.6

1.7

(a)

words in the singular number include the plural and such words shall be construed as if the plural had been used;

(b)

words in the plural include the singular and such words shall be construed as if the singular had been used; and

1.10

1.11

1.12

1.13

1.14

(a)

posted as an electronic document to the virtual data room established and maintained by AltaCorp Capital, financial advisor to the Vendors, on behalf of the Vendors for purposes of the transactions contemplated by this Agreement and accessible to the Purchaser and its representatives and advisors;

(b)

paper copies of documents expressly made available in the boardroom attended by the Purchaser and its legal counsel at the offices of the Vendors’ Counsel for review at the time of such attendance;

(c)

paper copies of documents in expressly made available in the boardroom attended by the Purchaser and its legal counsel at the Corporation’s offices at the University of Manitoba for review at the time of such attendance;

(d)

paper copies of documents personally delivered by hand to Keith Espelien or other employees of the Purchaser or its Affiliates or their legal counsel during visits to the Corporation; and

(e)

electronic copies of documents sent by email to Keith Espelien or other employees of the Purchaser or its Affiliates or their legal counsel;

2.1

2.3

2.4

2.5

(a)

retire and eliminate all Debt and to obtain the release and discharge of all security related thereto and certify to the Purchaser on Closing that all Debt has been eliminated; and

(b)

ensure that all Cash in the Corporate Group is paid out to the persons entitled thereto, each on a basis which creates no liability of any kind for the Corporate Group, including liability for any taxes.

(b)

Following the Closing Time, the Purchaser shall prepare a calculation of the Closing Working Capital (the “Closing Working Capital Statement”). The Purchaser shall consult with the Vendors’ Representative in preparing such calculations and shall allow the Vendors’ Representative to express their views on each item forming part of such calculations. The Purchaser shall within 90 days after the Closing Date deliver the calculations of Closing Working Capital to the Vendors’ Representative for final review.  The foregoing activities of the Purchaser shall be done at the expense of the Purchaser.  The calculation of the Closing Working Capital shall be prepared in accordance with generally accepted accounting principles, applied in a manner consistent with the preparation of the latest audited balance sheet included in the Audited Financial Statements including an accrual for vacation liability, without duplication.

(c)

The Parties agree that any Canada Revenue Agency Scientific Research and Experimental Development (SR&ED) claims or credits in respect of the month in which the Closing Date falls shall be for the sole account of the Purchaser.

2.7

(a)

The Vendors’ Representative shall, after the close of business on the day immediately preceding the Closing Date and prior to 11:00 a.m. on the Closing Date, or as soon as possible thereafter, determine the amounts of the Inventory. The Inventory shall be valued at the lower of actual cost or net realizable value determined in accordance with generally accepted accounting principles, consistently applied, with appropriate provision being made for damaged, unusable, unsaleable and obsolete Inventory and Inventory in oversupply.

(b)

The Vendors’ Representative shall determine the quantities of Inventory as of the Closing Time by taking a physical count or measurement, as applicable (an “Inventory count”) of the Inventory at all locations at which Inventory is located, which locations as of the date hereof are set out in Schedule 2.7.  The Vendors’ Representative shall update or confirm the locations at which Inventory is located by notice to the Purchaser no less than three (3) days prior to the physical inventory counts and measurements.  The Inventory counts will be conducted by the Corporation’s auditors, employees or other representatives, provided that for Inventory on consignment or otherwise at customer locations, the Vendors’ Representative may utilize appropriate representatives of the customers holding such Inventory as the authorized representatives to take Inventory count of such Inventory.  Representatives of the Purchaser shall be entitled to be present at, observe, make reasonable inquires and conduct test counts at each Inventory count.

(c)

In the event of any discrepancy between the Inventory count and the Corporation’s inventory records, the Inventory count shall govern.

(d)

Promptly following completion of the Inventory counts, the Vendors’ Representative shall deliver to the Purchaser a statement setting forth the value of the Inventory at the Closing Time (the “Inventory Calculation”). The Vendors’ Representative shall concurrently with delivery of the Inventory Calculation provide the Purchaser with supporting documentation for the determination of the Inventory Calculation and the Vendor’s Representatives shall otherwise permit the Purchaser to have full access to the books, records and other documents and information pertaining to or used in connection with the preparation of the Inventory Calculation, including supporting invoices, and provide the Purchaser with copies thereof as requested by the Purchaser.

(e)

The value of the accounts receivable at the Closing Time shall be their face amount less, without duplication, a reasonable allowance for doubtful accounts, as determined in accordance with generally accepted accounting principles, applied in a manner consistent with the preparation of the latest annual audited balance sheet included in the Audited Financial Statements.

2.8

(a)

if the Closing Working Capital is less than the Required Closing Working Capital, then the amount of such deficiency shall be deducted from the Initial Purchase Price; and

(b)

if the Closing Working Capital is greater than the Required Closing Working Capital, then the  amount of such excess shall be added to the Initial Purchase Price; and

2.9

2.10

(a)

Authority and Binding Obligation. The Vendor (and, with respect to any Trust Vendors, together with the Trustees, to the extent applicable) has good right, full power and absolute authority to own the Purchased Shares owned by it and to enter into this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party, and to sell, assign and transfer the Vendor’s Shares to the Purchaser in the manner contemplated herein and to perform all of the Vendor’s obligations under this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party.  If the Vendor is a corporation, it and its shareholders and board of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and the sale, assignment and transfer of the Vendor’s Shares by the Vendor to the Purchaser. If the Vendor is a limited partnership, it and its general partner(s) and, if required by the applicable limited partnership agreement governing such Vendor, its limited partners, have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and the sale, assignment and transfer of the Vendor’s Shares by the Vendor to the Purchaser.  With respect to the Trust, the Trustees in accordance with the Voting Trust Agreement and otherwise as required by Applicable Law have taken all necessary or desirable actions, steps and proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and the sale, assignment and transfer of the Vendor’s Shares by each of the Trust Vendors (together with the Trustees) to the Purchaser.  This Agreement has been, and each document or certificate given in order to carry out the transactions contemplated hereby to which it is a party will be, duly executed and delivered by it and is (and will on Closing be) a legal, valid and binding obligation of the Vendor (and with respect to any Trust Vendors, together with the Trustees) enforceable against the Vendor (and with respect to any Trust Vendors, together with the Trustees) in accordance with its terms subject to:

(c)

Contractual and Regulatory Approvals.  Except as specified in Schedule E attached hereto, neither the Corporate Group nor the Vendor (and with respect to any Trust Vendors, together with the Trustees) is under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licences, certifications, authorizations or approvals of, or notifications to or filings with, any Governmental Authority are required to be obtained or made by the Corporate Group or the Vendor:

(f)

Corporate Records.  The corporate records and minute books of the Corporate Group, all of which have been made available for review by the Purchaser, contain in all material respects complete and accurate minutes of all meetings of the directors and shareholders of the Corporate Group held since their respective incorporations, and original signed copies of all resolutions and by-laws duly passed or confirmed by the directors or shareholders of the Corporate Group other than at a meeting.  All such meetings were duly valid and held. The share certificate books, register of security holders, register of transfers and register of directors and any similar corporate records of the Corporate Group are complete and accurate.  No transfer tax or similar tax payable in connection with the transfer of any securities of the Corporation is payable.

(g)

Authorized and Issued Capital.  The authorized capital of each Corporate Group Company is set out in Schedule F.  No shares or other securities of the Corporate Group have been issued in violation of any Applicable Law, the articles of incorporation, by-laws or other constating documents of each Corporate Group Company or the terms of any shareholders' agreement or any agreement to which the Corporate Group Company is a party or by which it is bound, including the Voting Trust Agreement.  The Vendor (and, with respect to any Trust Vendors, together with the Trustees) is the legal and beneficial owner of the Vendor’s Shares, with good and marketable title thereto, free and clear of any and all Encumbrances.  The Vendor (and, with respect to any Trust Vendors, together with the Trustees) has the full power, right and authority to vote and transfer the Purchased Shares owned by such Vendor, subject to the restrictions on transfer in the articles of the Corporation which shall have been complied with prior to the Closing Time. There are no restrictions on the transfer of the Purchased Shares, except those set forth in the articles of the Corporation.

(k)

Financial Statements.  The Vendors, each of them, agree that:

(m)

Liabilities of the Corporate Group.  There are no liabilities (contingent or otherwise) of the Corporate Group of any kind whatsoever, and to the best of the knowledge of the Vendors, there is no basis for assertion against the Corporate Group of any liabilities of any kind, other than:

(xvii)

authorized, agreed or otherwise become committed to do any of the foregoing.

(p)

Commitments for Capital Expenditures.  The Corporate Group is not committed to make any capital expenditures, nor have any capital expenditures been authorized by the Corporate Group at any time since the Audited Statements Date, except for capital expenditures made in the ordinary course of the routine daily affairs of the Business and which, in the aggregate, do not exceed One Hundred Thousand Dollars ($100,000.00).

(q)

Dividends and Distributions.  Except as disclosed in Schedule I attached hereto, or as disclosed in writing to the Purchaser on or before Closing and confirmed in writing as a document delivered to the Purchaser at the Closing, since the Audited Statements Date, the Corporate Group has not declared or paid any dividend or made any other distribution on any of its shares of any class, or redeemed or purchased or otherwise acquired any of its shares of any class, or reduced its authorized capital or issued capital, or agreed to do any of the foregoing.

B.

“Hazardous Substances” means any waste, pollutant, contaminant, material or substance which is or may be dangerous, hazardous, toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic or mutagenic or which has or may have an adverse effect on the environment or which could otherwise pose a risk to health, safety or the environment or which is the subject of any Environmental Laws governing its Release, use, storage or identification, including without limitation any substance which contains polychlorinated biphenyls (PCBs), asbestos, lead, urea formaldehyde or radon gas; and

C.

“Release” means any planned application, release, spill, leak, emission, discharge, leach, dumping, emission, escape or other disposal.

(y)

Leased Premises.  Schedule D attached hereto describes all Leases. The Corporation is exclusively entitled to all rights and benefits as lessee under the Leases and the Corporation has not sublet, assigned, licensed or otherwise conveyed any rights in the Leased Premises or in the Leases to any other person.  All rental and other payments and other obligations required to be paid and performed by the Corporation pursuant to the Leases have been duly paid and  performed. The Corporation is not in default of any of its obligations under the Leases in any material respects. To the best of the knowledge of the Vendors, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases in any material respects.  Except as set out in Schedule D, the terms and conditions of the Leases will not be affected by, nor will any of the Leases be in default as a result of, the completion of the transactions contemplated hereunder.  To the best of the knowledge of the Vendors, the use by the Corporation of the Leased Premises is not in breach of any Applicable Law or official plan which in any way materially adversely affects the Corporation or the Business.  The Corporation has adequate rights of ingress to and egress from the Leased Premises for the operation of the Business in the ordinary course.

(z)

Work Orders and Deficiencies.  To the best of the knowledge of the Vendors, there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to the Leased Premises, the other properties and assets of the Corporate Group or the Business which have been issued by any Governmental Authority.  To the best of the knowledge of the Vendors, there are no matters under discussion with any such department, agency or authority relating to work orders,

A.

all former registered trademarks and all current trademarks and (including all material common law trademarks), service marks, logos, trade names, corporate names and business names, in each case whether or not registerable or the subject of applications for registration or registrations (the “Trademarks”);

B.

except for any advertising, sales and marketing materials, all copyrights and applications and registrations therefor, including all computer programs and software (in both source and object code formats) and databases and related documentation and manuals, in each case whether or not registered or the subject of applications for registration or registrations, and identifying which copyrights are owned by and which copyrights are licensed by the Corporation;

(dd)

Subsidiaries and Other Interests. The Corporation has no subsidiaries, and has never had any subsidiaries, other than the Subsidiaries.  Neither the Corporation nor any other Corporate Group Company owns any securities issued by, or any equity or ownership interest in, any other person.  The Corporation owns, directly or indirectly, 100% of the issued and outstanding shares of each of the Subsidiaries as more particularly described in Schedule F. The Corporate Group is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any person.  Each Corporate Group Company, as applicable, has good and marketable title to the shares of the Subsidiaries, free and clear of any Encumbrances. The Corporate Group has not agreed to acquire or lease any other business operation, and the Corporate Group does not have any other investment interest in any business owned or controlled by any third party.  Schedule F sets out a true and accurate list of the directors and officers of each Corporate Group Company. The Corporation caused WOLF TRAX MEXICO " SOCIEDAD ANONIMA DE CAPITAL VARIABLE (“Wolf Trax Mexico”) to be incorporated as a wholly owned subsidiary under the laws of Mexico. Wolf Trax Mexico was never registered to carry on business in Mexico, never held any assets, never carried on business and has no liabilities or obligations (and there are no grounds or circumstances that would cause any such obligations or liabilities to arise in the future) except under the guarantee it provided to Avrio of the obligations of the Corporation.

(ee)

Partnerships or Joint Ventures. The Corporate Group is not a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind and is not party to any agreement under which the Corporate Group agrees to carry on any part of the Business or any other activity in such manner or by which the Corporate Group agrees to share any revenue or profit with any other person.

(hh)

Guarantees, Warranties and Discounts.  Except as described in Schedule O attached hereto and except in accordance with the standard terms as disclosed in Schedule O attached hereto:

(jj)

Outstanding Agreements.  The Corporate Group is not a party to or bound by any outstanding or executory agreement, contract or commitment, whether written or oral, except for the Voting Trust Agreement:

(ll)

Compliance with Applicable Law. The Corporate Group has conducted and is conducting the Business in compliance with all Applicable Law and is not in breach of any Applicable Law, except for breaches which are not in the aggregate material to the Corporate Group or the Business, and neither the Vendors nor the Corporate Group has received any notice of any alleged breach of or investigation under any such Applicable Law.

(mm)

Employees.  The Vendors will provide the Purchaser with a list on or before the Closing Date setting forth the name, job title, duration of employment, vacation entitlement, vacation accrual, employee benefit entitlement and rate of remuneration (including bonus and commission entitlement) and the particulars of all other material terms and conditions of employment or engagement of each employee of the Corporate Group. The said list also sets forth the names of all employees of the Corporate Group who are now on disability, maternity or other authorized leave or who are receiving workers' compensation or short-term or long-term disability benefits. The information contained in the said list is true and correct as at the date hereof.  All employees of the Corporate Group are resident in Canada, except for eight employees who are resident in the United States of America and are employed by Wolf Trax USA Inc.  There is no pending or, to the best of the knowledge of the Vendors, threatened action involving any current or former employee of the Business (including any workplace safety claim) and none of the Corporate Group has, within the past two years, received or issued any letter alleging that any employee or former employee is, and to the actual knowledge of the Vendors without having made due inquiry, no employee or former employee is, performing any job duties or engaging in other activities either on behalf of any of the Corporate Group or on behalf of a competitor of the Corporate Group that would violate any employment, non-competition, non-solicitation or non-disclosure agreement between such individual and any former employer or the Corporate Group, as applicable.

(pp)

Employee Benefit and Pension Plans.  Except as listed in Schedule S attached hereto, the Corporate Group does not have, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan or other employee benefit plan, program, policy or practice, formal or informal, with respect to any of its employees, other than the Canada Pension Plan.

(ss)

Vendor's Residency and Corporation Residency.  The Corporation is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).  Each of the Vendors is not a non-resident of Canada within the meaning of the Income Tax Act (Canada), except for the following Vendors:

(tt)

Protection of Confidential Information. The Corporate Group has taken commercially reasonable precautions and made commercially reasonable efforts to protect the confidential information related to or used in the Business from disclosure to, or access or use by, unauthorized persons, as well as from loss, harm, theft, tampering, copying, modification, destruction, sabotage and transmission.  To the best of the knowledge of the Vendors, the Vendors are not aware of any information, security or confidentiality related to the Business having been breached by any person. Except as disclosed pursuant to the agreements listed in Schedule Q, Schedule R, Schedule P and Schedule N attached hereto, the confidential information related to or used in the Business has not been disclosed by the Corporate Group, and shall not be disclosed, to any person other than the Vendors, the Vendors’ authorized agents, the Purchaser and the Purchaser’s authorized agents, and, in such cases, only to the extent usually required in a commercial transaction. Except as set out in Schedule 3.1(tt), each such disclosure was made pursuant to the terms of a non-disclosure agreement or other agreements containing confidentiality obligations and to the best of the knowledge of the Vendors the recipient of such confidential information has not disclosed or used such confidential information in violation of such non-disclosure agreement or other agreements. None of the Vendors has disclosed confidential information related to or used in the Business to any person other than another Vendor, the Vendors’ authorized agents, the Purchaser and the Purchaser’s authorized agents or the employees of the Corporate Group.  Except in accordance with this Agreement and subject to Article 8, after the Closing the Vendors shall not use or disclose any confidential information of the Corporate Group.

(vv)

Family Law Matters:  The spouse or common law partner of the Vendor, if applicable, has not in any manner whatsoever contributed work, money, or money’s worth in respect of the acquisition, management, maintenance, operation or improvement of the Purchased Shares, the Corporate Group or its properties and assets, and has not undertaken any efforts or paid any money that could result in

3.2

(a)

Corporate Authority and Binding Obligation. The Purchaser is a corporation duly incorporated and validly subsisting in all respects under the Applicable Law of its jurisdiction of incorporation.  The Purchaser has good right, full corporate power and absolute authority to enter into this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and

(c)

Compliance with Constating Documents, Agreements and Laws.  The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Purchaser, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under:

(d)

Purchaser’s Residency.  The Purchaser is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

(e)

Investment Canada Act.  The Purchaser is a WTO Investor within the meaning of the Investment Canada Act (Canada).

(f)

Sufficient Funds.  The Purchaser has sufficient funds or committed financing available to complete the purchase of the Purchased Shares at the Purchase Price and to pay all of its related fees and expenses.

4.1

(d)

Any Warranty Claim which is based on or relates to the representations and warranties set out in Subsections 3.1(a), 3.1(b), 3.1(d), 3.1(g) and 3.1(h) may be made or brought by the Purchaser at any time.

4.2

4.3

(c)

The Purchaser shall not be entitled to make any Warranty Claim until the aggregate amount of all damages, losses, liabilities and expenses incurred by the Purchaser as a result of the inaccuracy, non-performance, non-fulfillment or breach of representations and warranties contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account Subsection (b) of this Section, is equal to or greater than Five Hundred Thousand Dollars ($500,000.00), unless the Vendors are able to obtain insurance in respect of their representations and warranties hereunder, in which case this amount shall become Four Hundred Thousand Dollars ($400,000.00) .  After the aggregate amount of such damages, losses, liabilities and expenses incurred by the Purchaser exceeds Five Hundred Thousand Dollars ($500,000.00) or Four Hundred Thousand Dollars ($400,000.00), as applicable, the Purchaser shall only be entitled to make Warranty Claims to the extent that such

(d)

Notwithstanding any other provision of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the maximum aggregate liability of the Vendors in respect of all Warranty Claims by the Purchaser will be limited to:

(e)

Subsections 4.3(a), 4.3(b) and 4.3(c) and paragraph 4.3(d)(ii) shall apply to Warranty Claims made by the Vendors against the Purchaser, mutatis mutandis.

(b)

Access for Investigation. During the Interim Period, the Vendors shall cause the Corporate Group to permit the Purchaser’s representative, Keith Espelien and/or his designate, and such other representatives as may be approved by the Vendors, such approval not to be unreasonably withheld or delayed, to have access during the normal business hours of the Corporate Group to its assets, the Books and Records, the Non-Financial Records (other than formulas), and the key employees of the Corporate Group, including those identified on Schedule 6.1(b) attached hereto, on condition that no person given access unreasonably interferes with the ordinary conduct of the Business by the Corporate Group. The Vendors shall cause the Corporate Group to provide to the Purchaser copies of, or shall permit the Purchaser to copy, as decided by the Purchaser, the Books and Records and Non-Financial Records (other than formulas) and such operating data and other information with respect to the Business and the assets of the Corporate Group as the Purchaser shall from time to time reasonably request. Notwithstanding the foregoing, the Purchaser will be provided with the formulas and the Customer and Supplier

(c)

Disclosure. During the Interim Period, each of the Vendors shall promptly disclose in writing to the Purchaser any matter inconsistent in any respect with any of the representations or warranties contained herein, including any breach or suspected breach of Applicable Law.  Except as provided in Subsection 4.3(a), no such disclosure, however, shall cure any misrepresentation or breach of warranty for the purposes of Section 6.1.

(i)

Post-Closing Assistance.  After the Closing, upon reasonable notice, for a period of two (2) years, each Vendor will give to the representatives, employees, counsel and accountants of the Purchaser and the Corporate Group such assistance as may be reasonably requested in connection with the preparation of tax and financial reporting matters, audits, legal proceedings and governmental investigations.  The Purchaser shall reimburse each such Vendor for any reasonable out-of-pocket costs incurred by such Vendor in providing such assistance.

(j)

Termination of Individual Pension Plans. The Vendors covenant and agree that, prior to the Closing Date, they will do as follows with respect to the Individual Pension Plan of Wolf Trax for Geoffrey Gyles and the Individual Pension Plan of Wolf Trax for Kerry Green (collectively referred to as the "Pension Plans"):

5.2

(a)

The Purchaser shall, at its own cost, make available to the Vendors any documentation required for the Vendors to fulfill their obligations under Subsection 5.1(i).

(b)

The Purchaser shall maintain product liability insurance in respect of products of the Corporate Group for a minimum period of two (2) years following the Closing Date.

(c)

After the Closing, upon reasonable notice, for a period of two (2) years, the Purchaser will give to the representatives, counsel and accountants of the Vendors such access and/or assistance as may be reasonably requested in connection with the preparation of tax and financial reporting matters, audits, legal proceedings and

5.3

Covenants of the Guarantor The Guarantor hereby guarantees:

(a)

all of the representations and warranties of the Purchaser hereunder; and

(b)

the performance of the covenants and obligations of the Purchaser hereunder;

6.1

(a)

Accuracy of Representations and Warranties and Performance of Covenants.  The representations and warranties of the Vendors contained in this Agreement or in any documents or certificates delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any Schedule or other document or certificate made pursuant hereto is given).  In addition, the Vendors shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by each of them at or prior to the Closing Time.  In addition, the Vendors shall have delivered to the Purchaser a certificate in such form as is satisfactory to the Purchaser, acting reasonably, confirming that the facts with respect to each of such representations and warranties by the Vendors are as set out herein at the Closing Time and that the Vendors have performed each of the covenants required to be performed by them hereunder.  For certainty, each Vendor must sell its shares to the Purchaser such that the Purchaser is purchasing 100% of the issued and outstanding shares of Wolf Trax Inc.

(b)

Material Adverse Changes.  During the Interim Period there will have been no change in the Business or the Condition of the Corporate Group, howsoever arising, except changes which have occurred in the ordinary course of the Business and which, individually or in the aggregate, have not affected the Business or the Condition of the Corporate Group in any material adverse respect and the Vendors’ Representative, on behalf of themselves and all other Vendors, shall have delivered

(e)

Consents.  All consents and approvals required to be obtained in order to carry out the transactions contemplated hereby in compliance with all Applicable Law and agreements binding on the Parties hereto shall have been obtained, including the consents and approvals referred to in Schedule E and Schedule U attached hereto.

(f)

Receipt of Closing Documentation. All documentation relating to the sale and purchase of the Purchased Shares including any documents or certificates delivered in order to carry out the transactions contemplated hereby relating to the due authorization and completion of such sale and purchase and all actions and proceedings taken on or prior to the Closing in connection with the performance by

(j)

Gyles and Green Confirmations. At the Closing Time, the Purchaser shall have received written confirmation from Geoff Gyles and Kerry Green that (i) no amounts are owing to them under any promissory notes or otherwise, and (ii) the license agreements granting them an interest in the intellectual property of the Corporation are terminated.

(o)

Escrow Agreement. At the Closing Time, each of the Vendors and the Escrow Agent shall have executed and delivered the Escrow Agreement in such form as is satisfactory to the Purchaser and the Vendors, in each case, acting reasonably.

(p)

Opinion of Vendors’ Counsel.  At the Closing Time, the Purchaser shall have received an opinion of Vendors’ Counsel in in such form as is satisfactory to the Purchaser, acting reasonably, with respect to the due authorization and execution of this Agreement by the Vendors, which opinion may rely on certificates of one or more

(b)

No Restraining Proceedings.  No Order of any Governmental Authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in the opinion of  the Vendors’ Counsel, could reasonably result in an Order to disallow, enjoin, prohibit or impose any limitations or conditions on the purchase and sale of the Purchased Shares contemplated hereby or otherwise prevent or restrict a Party from performing any of its obligations in this Agreement or in any documents or certificates delivered in order to carry out the transactions contemplated hereby.

(c)

Receipt of Closing Documentation. All documentation relating to the sale and purchase of the Purchased Shares including any documents or certificates delivered in order to carry out the transactions contemplated hereby relating to the due authorization and completion of such sale and purchase and all actions and proceedings taken on or prior to the Closing in connection with the performance by the Purchaser of its obligations under this Agreement shall be satisfactory to the Vendors and Vendors’ Counsel, acting reasonably. The Vendors shall have received copies of the documents or certificates to be delivered on or before Closing and all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in form (as to certification and otherwise) and substance satisfactory to the Vendors and the Vendors’ Counsel, acting reasonably.

7.1

7.2

7.3

8.1

(a)

Subject to the provisions of Section 1.13, the Vendors hereby jointly and severally agree to indemnify and save the Purchaser and its directors, officers and employees (collectively, “Representatives”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses, including reasonable legal fees, (collectively, “Loss”) which may be made or brought against the Purchaser or its Representatives or which the Purchaser or its Representatives may suffer or incur as a result of, in respect of or arising out of:

(b)

The obligations of indemnification by the Vendors pursuant to Subsection (a) of this Section will be:

(c)

For certainty, Article 4 shall not apply in respect of any claim by the Purchaser for indemnification by the Vendors pursuant to paragraphs 8.1(a)(i), 8.1(a)(iii) and 8.1(a)(iv), even if such claim could also be a Warranty Claim.

8.2

(a)

Promptly after becoming aware of any matter that may give rise to an Indemnity Claim, the Purchaser will provide to the Vendors written notice of the Indemnity Claim specifying (to the extent that information is available) the factual basis for the Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, an estimate of the amount of the Indemnity Claim, if an estimate is feasible in the circumstances. Any failure to so notify the Vendors shall not relieve the Vendors from any duty to indemnify and hold harmless which otherwise might exist with respect to such matter unless (and only to that extent) the failure to notify materially prejudices the ability of the Vendors to exercise its right to defend as provided in this Section 8.2, or to the extent that, as a result of the failure, the Vendors were deprived of their right to recover any payment under their applicable insurance coverage or as otherwise directly and materially damaged as a result of such failure.

(b)

If an Indemnity Claim relates to an alleged liability of the Corporate Group to any other person (a "Third Party Liability"), including without limitation, any Governmental Authority, which is of a nature such that the Corporate Group is required by Applicable Law to make a payment to a third party before the relevant procedure involving that other person for challenging the existence or quantum of the alleged liability can be implemented or completed, then the Purchaser may, notwithstanding the provisions of Subsections (c), (d) and (e) of this Section, make such payment or

(c)

The Purchaser shall not negotiate, settle, compromise or pay (except in the case of payment of a judgment) any Third Party Liability as to which it proposes to assert an Indemnity Claim, except with the prior written consent of the Vendors (which consent shall not be unreasonably withheld or delayed), unless (i) there is a reasonable possibility that such Third Party Liability may materially and adversely affect the Business or the Condition of the Corporate Group, or (ii) the Vendors have not diligently commenced the defense against such Third Party Liability, in which case the Purchaser shall have the right, after notifying the Vendors, to negotiate, settle, compromise or pay such Third Party Liability without prejudice to its rights of indemnification hereunder.

(d)

With respect to any Third Party Liability, provided the Vendors first admit the Purchaser's right to indemnification for the amount of such Third Party Liability which may at any time be determined or settled, then, in any legal, administrative or other proceedings in connection with the matters forming the basis of the Third Party Liability, the following procedures will apply:

(e)

If, with respect to any Third Party Liability, the Vendors do not admit the Purchaser's right to indemnification or decline to assume carriage of the settlement or of any legal, administrative or other proceedings relating to the Third Party Liability, then the following provisions will apply:

8.3

(b)

The Vendors shall pay the amount of any Loss set forth in any Indemnity Claim with all accrued interest thereon within 10 Business Days of the earlier of (i) the Vendors and the Purchaser agreeing to the amount of such Loss payable by the Vendors to the Purchaser; (ii) a Final Decision that the Vendors are liable to pay the amount of the Third Party Claim as required hereunder. “Final Decision” means a decision by a Governmental Authority from which no appeal lies or in respect of which all appeal rights have been exhausted and all time periods for appeal have expired without appeals having been taken.

8.5

8.6

8.7

(a)

By executing this Agreement, each Vendor hereby irrevocably constitutes, appoints and authorizes:

(b)

The foregoing power of attorney is given for value and coupled with an interest, and shall survive the disability, bankruptcy, insolvency, dissolution, termination or death, as applicable, of any of the Vendors, shall extend to the heirs, personal representatives, executors, administrators and other legal representatives, successors and assigns of any of the Vendors and shall survive any assignment by any of the Vendors of the whole or any part of his or her or its shares in the capital of the Corporation. Each Vendor hereby agrees to be bound by any representation or action made or taken by the said attorney pursuant to this power of attorney and each Vendor hereby waives any and all defences which may be available to contest, negate or disaffirm the action of the said attorney taken in good faith under such power of attorney.  Without limiting the generality of the foregoing, each Vendor fully and completely, without restriction, authorizes the Vendors’ Representative and/or Avrio, as applicable (the “Agent”) on such Vendor’s behalf:

(c)

Each of the Vendors hereby expressly acknowledges and agrees that (i) the Agent is exclusively authorized to act on his, her or its behalf as contemplated herein, notwithstanding any dispute or disagreement among the Vendors, and (ii) any action to assert a claim for Loss or to contest a claim by the Purchaser for Loss, may only be made by the Agent in the name of all of the Vendors.  The Purchaser shall be entitled to rely on any and all actions taken by the Agent under this Agreement without any liability to, or obligation to inquire of, any Vendor.  All notices, counter-notices or other instruments or designations delivered by any Vendor or the Agent shall not be effective unless signed by the Agent and, if not, such document shall have no force and effect whatsoever hereunder, and the Purchaser may proceed without regard to any such document. The Purchaser is hereby expressly authorized to rely on the genuineness of the signatures of the Agent, and upon receipt of any writing which reasonably appears to have been signed by the Agent, the Purchaser may act upon the same without any further duty to inquire as to the genuineness of the writing.

(d)

Notwithstanding the foregoing, if the Purchaser has an Indemnity Claim for indemnification for Loss against a Vendor arising because of a breach of the representation and warranty of such Vendor contained in Subsection 3.1(g) or a breach of a covenant or obligation of that Vendor to the Purchaser under this Agreement, the Escrow Agreement or any documents or certificates delivered in order to carry out the transactions contemplated hereby, then such claim for indemnification may be made by the Purchaser directly against such Vendor, in which case such claim shall be defended directly by such Vendor and Avrio shall have no rights or obligations with respect to such Claim. The authorization of Avrio under this Section is irrevocable and effective until its rights and obligations under this Agreement terminate by virtue of the termination of any and all of the obligations of the Vendors and the Purchaser under this Agreement and the Escrow Agreement.

(e)

The authorization of the Agent under this Section 8.7 is irrevocable and effective until his rights and obligations under this Agreement terminate by virtue of the termination of any and all of the obligations of the Vendors and the Purchaser under this Agreement, and the rights and obligations under the Escrow Agreement terminate in accordance with its terms.

(f)

If an Agent dies or becomes mentally incapacitated, as applicable, the Vendors shall appoint a successor or successors to act as Agent pursuant to the terms of this Section 8.7 within 30 days after acquiring knowledge of such fact and give notice to the Purchaser; provided, however, that, if for any reason the Vendors do not appoint a successor within such 30 days, then, in the case of the Vendors’ Representative, the remaining surviving Agent shall act solely on behalf of the Vendors, and if there is no remaining surviving Agent, the Purchaser shall have the right to petition a court of competent jurisdiction for the appointment of one or more successor(s).  Each Agent agrees that he or it will not approve or agree to any act taken by the Vendors to terminate this irrevocable power of attorney for value.

9.1

9.2

(a)

in the case of the Vendors (and with respect to the Trust Vendors, together with the Trustees):

(b)

in the case of the Purchaser and the Guarantor:

(c)

Any notice, designation, communication, request, demand or other document sent as aforesaid shall  be deemed to have been given, sent, delivered and received (i) if sent by facsimile, on the date the sender receives the fax answer back confirming receipt by the recipient; (ii) if sent by same-day service courier, on the date of delivery if sent on a Business Day and delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; and (iii) if sent by overnight courier, on the next Business Day.

9.3

9.4

9.5

9.6

9.7

9.8

9.11

9.12

9.13

9.14