Subscription Agreement for Keystone Shares by EVIO Canada

EXHIBIT 10.2

KEYSTONE LABS INC.

SUBSCRIPTION AGREEMENT

(Minimum Amount Investment Exemption, Section 2.10 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) – Alberta, British Columbia, Ontario and Saskatchewan residents only)

The undersigned, EVIO Canada Inc. (the “Subscriber”), this day of May, 2018, hereby irrevocably subscribes for and agrees to purchase the whole number of Purchased Shares set forth above for the total subscription price set forth above (the “Subscription Price”). The Corporation hereby acknowledges receipt of such Subscription Price.

1. Terms of the Purchased Shares

The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder) that:

2. Representations and Warranties of Subscriber

The Subscriber represents and warrants to the Corporation as follows, and acknowledges that the Corporation is relying on such representations and warranties in connection with the issue and sale of the Purchased Shares:

3. Representation and Warranty of the Corporation

The Corporation represents and warrants to the Subscriber that the Corporation is a “private issuer” as such term is defined in Section 2.4(1) of NI 45-106 and acknowledges that the Subscriber is relying on such representation and warranty in connection with the purchase of the Purchased Shares.

4. Security Certificates

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND THE DISPOSITION AND TRANSFER OF SUCH SECURITIES ARE RESTRICTED BY, A UNANIMOUS SHAREHOLDER AGREEMENT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

5. Covenants of the Subscriber

6. Survival of Representations, Warranties and Covenants

The representations, warranties and covenants of the Subscriber contained in this Agreement will survive the closing of the purchase of the Purchased Shares and, notwithstanding such closing or any investigation made by or on behalf of the Corporation respect thereto, will continue in full force and effect for the benefit of the Corporation and its counsel.

7. Further Assurances

The Subscriber covenants and agrees to deliver such documents, certificates, assurances and other instruments as may be required to carry out the provisions of this Agreement, including, without limitation, such documentation as may be required to permit the purchase of the Purchased Shares in reliance upon an exemption from the prospectus requirements of applicable securities legislation and otherwise on the terms set forth herein. The Subscriber agrees to comply with all applicable securities legislation, orders and policies concerning the purchase of and holding of the Purchased Shares, and concerning any resale of such Purchased Shares.

8. Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta without regard to the conflict of laws principles of such jurisdiction.

9. Assignment; Enurement

Neither the Corporation nor the Subscriber may assign any rights or benefits under this Agreement, including the benefit of any representation, warranty or covenant, without the prior written consent of the other party. This Agreement will enure to the benefit of and be binding upon the Corporation, the Subscriber and their respective heirs, executors, administrators and other legal representatives, successors and permitted assigns.

10. Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by each of the parties to this Agreement. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does such waiver constitute a continuing waiver unless otherwise expressly provided.

11. Entire Agreement

This Agreement, the Share Certificate and the USA shall constitute the entire agreement of the Corporation and the Subscriber relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to in this Agreement, the Share Certificate and the USA.

12. Execution

This Agreement may be executed in several counterparts and each of which, so executed will be deemed to be an original and such counterparts together will be but one and the same instrument. A copy of this Agreement executed by any party and transmitted by facsimile or e-mail will be binding upon the parties in the same manner as an original executed copy and delivered in person.

This Agreement may be signed in paper form, by facsimile signature or by electronic signature in accordance with Section 11 of the Electronic Commerce Act, 2000 (Ontario). It may also be signed in one or more counterparts and, once signed, can be delivered personally, by facsimile or by email of the signing page in Adobe Portable Document Format (pdf). All electronic signatures shall be considered binding on the signature thereto.

[SIGNATURE PAGE FOLLOWS]

CORPORATION

The Corporation hereby accepts the above subscription, all on the terms and the conditions set forth therein, and agrees to be bound thereby, and acknowledges receipt of the Subscription Price for the Purchased Shares.

KEYSTONE LABS INC.

By: _________________________________________

       Name:

       Title:

       Authorized Signatory

EXHIBIT 1

FORM OF SHARE CERTIFICATE

Form of Subscription Agreement for Common Shares

EXHIBIT 2

UNANIMOUS SHAREHOLDER AGREEMENT

Form of Subscription Agreement for Common Shares