Stock Purchase Agreement, dated as of June 1, 2024

EX-10.1 2 upxi_ex101.htm STOCK PURCHASE AGREEMENT upxi_ex101.htm

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

between

Upexi, Inc.

As Selling Party

And

45%

Nutra Products LLC.

A Florida Corporation

Santo Carollo

99 ###-###-####

And

45%

MFA Holdings Corp.

A Florida Corporation

Allan Marshall

46 ###-###-####

And

10%

1000915944 Ontario Inc.

Incorporated in Ontario, Canada

Adam Marshall

As Buying Parties

dated as of

6/1/2024

TABLE OF CONTENTS

ARTICLE I PURCHASE AND SALE		4

	Section 1.01 Purchase and Sale.	4
	Section 1.02 Purchase Price.	4
	Section 1.03 Withholding Taxes.	5
	ARTICLE II CLOSING	5
	Section 2.01 Closing.	5
	Section 2.02 Seller Closing Deliverables.	5
	Section 2.03 Buyers's Deliveries.	6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		6

	Section 3.01 Organization and Authority of Seller.	6
	Section 3.02 Organization, Authority and Qualification of the VTM Company.	6
	Section 3.03 Capitalization.	7
	Section 3.04 No Subsidiaries.	7
	Section 3.05 No Conflicts or Consents.	7
	Section 3.06 Financial Statements.	8
	Section 3.07 [Undisclosed Liabilities.	8
	Section 3.08 Absence of Certain Changes, Events and Conditions.	8
	Section 3.09 Material Contracts.	8
	Section 3.10 Real Property; Title to Assets.	9
	Section 3.11 Intellectual Property.	9
	Section 3.12 [Insurance.	10
	Section 3.13 Legal Proceedings; Governmental Orders.	10
	Section 3.14 Compliance with Laws; Permits.	10
	Section 3.15 Environmental Matters.	11
	Section 3.16 Employee Benefit Matters.	11
	Section 3.17 Employment Matters.	13
	Section 3.18 Taxes.	13
	Section 3.19 Brokers.	14
	Section 3.20 No Other Representations and Warranties.	14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYERS		14

	Section 4.01 Organization and Authority of Buyers.	15
	Section 4.02 No Conflicts; Consents.	15
	Section 4.03 Investment Purpose.	15
	Section 4.04 Brokers.	15
	Section 4.05 Legal Proceedings.	16
	Section 4.06 Independent Investigation.	16
ARTICLE V COVENANTS		16

	Section 5.01 Employee Benefit Plans.	16
	Section 5.02 Director and Officer Indemnification Liability.	17
	Section 5.03 Confidentiality.	17
	Section 5.04 Public Announcements.	17
	Section 5.05 Further Assurances.	18
	Section 5.06 Transfer Taxes.	18
ARTICLE VI INDEMNIFICATION		18

	Section 6.01 Survival.	18
	Section 6.02 Indemnification by Seller.	18
	Section 6.03 Indemnification by Buyers.	18
	Section 6.04 Certain Limitations.	19
	Section 6.05 Indemnification Procedures.	19
	Section 6.06 Tax Treatment of Indemnification Payments.	20
	Section 6.07 Exclusive Remedies.	20
ARTICLE VII MISCELLANEOUS		20

	Section 7.01 Expenses.	20
	Section 7.02 Notices.	20
	Section 7.03 Interpretation; Headings.	21
	Section 7.04 Severability.	21
	Section 7.05 Entire Agreement.	21
	Section 7.06 Successors and Assigns.	21
	Section 7.07 Amendment and Modification; Waiver.	21
	Section 7.08 Governing Law; Submission to Jurisdiction[; Waiver of Jury Trial].	21
	Section 7.09 Counterparts.	22

EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (this "Agreement"), dated as of May 17, 2024, is entered into between Upexi, Inc, a Nevada corporation ("Seller"), and Nutra Products LLC a Florida corporation, represented by Santo Carollo, MFA Holdings Corp. a Florida corporation, represented by Allan Marshall and 1000915944 Ontario Inc. an Ontario, Canada corporation, represented by Adam Marshall ("Buyers"). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.

RECITALS

WHEREAS, Seller owns all of the issued and outstanding shares of common stock, $0.01 par value (the "Shares") of VitaMedica, Inc., a Nevada corporation (the "VTM Company"); and

WHEREAS, Seller wishes to sell to Buyers, and Buyers wishes to purchase from Seller, the VTM Company equity interests, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyers, and Buyers shall purchase from Seller, the Shares, free and clear of any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance (each, an "Encumbrance").

Section 1.02 Purchase Price. The aggregate purchase price for the Shares shall be $5,000,000 (the "Purchase Price"). Subject to adjustment pursuant to Appendix I the aggregate consideration for the Targets shall be Five Million Dollars ($5,000,000) plus the net working capital of the entity at the time of the purchase (the “Purchase Price”).

(a) The purchase price shall be comprised of the following:

(i) Four Million Dollars ($4,000,000) paid on the closing date (the “original cash consideration”).

(ii) Promissory note in the total original principal amount of One Million Dollars ($1,000,000) issued by the Buyers to the Seller (the “Note 1”), which Note 1 shall be payable upon maturity, carry a term of twelve (12) months, at an interest rate of four percent (1%).

(iii) Payment of up to Million Dollars ($1,000,000) on the fifteen (15) month anniversary of the closing date and subject to adjustment decrease as defined in Appendix I.

Section 1.03 Withholding Taxes. Buyers shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable law. Buyers shall provide Seller with written notice of its intent to withhold at least ten (10) days prior to the Closing with a written explanation substantiating the requirement to deduct or withhold, and the parties shall use commercially reasonable efforts to cooperate to mitigate or eliminate any such withholding to the maximum extent permitted by law. Assuming Seller delivers the certificate described in Section 2.02(c), Buyers acknowledges and agrees that no withholding is required as of the date hereof. To the extent that amounts are so withheld and paid over to the appropriate tax authority by the Buyers, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

ARTICLE II

CLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the execution of this Agreement on the date hereof (the "Closing Date") at the offices of Upexi, Inc., 3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607, or remotely by exchange of documents and signatures (or their electronic counterparts). The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. EST time on the Closing Date.

Section 2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyers the following:

(a) Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank.

(b) A certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (ii) the names, titles and signatures of the officers of Seller authorized to sign this Agreement; and (iii) that attached thereto are true and complete copies of the governing documents of the VTM Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect.

(c) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986 (as amended, the "Code").

(d) a duly executed Transition Services Agreement, which includes 3PL services to be performed and substantially in the form attached hereto as Exhibit B hereto;

Section 2.03 Buyers’ Deliveries. At the Closing or at the date indicated, Buyers shall deliver the following to Seller:

(a) The Original Cash Consideration payment pursuant to Section 1.02.

(b) a duly executed Debenture in the principal amount of One Million Dollars ($1,000,000) in favor of Seller pursuant to Section 1.02 (Note 1).

(d) a certificate of the Secretary (or other officer) of Buyers certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Buyers authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; and (ii) the names, titles and signatures of the officers of Buyers authorized to sign this Agreement.

(e) a duly executed Transition Services Agreement, which includes 3PL services to be performed and substantially in the form attached hereto as Exhibit B hereto;

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyers that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this Article III, "Seller's knowledge," "knowledge of Seller," and any similar phrases shall mean the actual knowledge of the Chief Executive Officer and the Chief Financial Officer.

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws (as defined in Section 3.04) of the state of Nevada. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.01 Organization, Authority and Qualification of the VTM Company. The VTM Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. The VTM Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect.

Section 3.02 Capitalization.

(a) The authorized capital stock of the VTM Company consists of 100 shares of common stock, $0.01 par value, of which 100 shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances.

(b) There are no outstanding or authorized options, warrants, convertible securities, stock appreciation, phantom stock, profit participation or other rights, agreements or commitments relating to the shares of the VTM Company or obligating Seller or the VTM Company to issue or sell any shares of, or any other interest in, the VTM Company. There are no voting trusts, stockholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of any of the Shares.

Section 3.03 No Subsidiaries. The VTM Company does not own, or have any interest in any shares or have an ownership interest in any other corporation, partnership, joint venture, limited liability VTM Company, unincorporated organization, trust, association, or other entity.

Section 3.04 No Conflicts or Consents. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation or by-laws of Seller or the VTM Company; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Seller or the VTM Company; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any Material Contract; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a Material Adverse Effect and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a Material Adverse Effect. For purposes of this Agreement: (i) "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law or other requirement or rule of law of any Governmental Authority; (ii) "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority; (iii) "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court or tribunal of competent jurisdiction; (iv) "Person" means an individual, corporation, partnership, joint venture, limited liability VTM Company, Governmental Authority, unincorporated organization, trust, association or other entity; and (v) "Material Adverse Effect" means any event, occurrence, fact, condition or change that is materially adverse to the business, results of operations, financial condition or assets of the VTM Company, taken as a whole.

Section 3.05 Balance Sheet. Copy of VTM Company’s Balance Sheet as of May 31, 2024. The Balance Sheet has been prepared in accordance with generally accepted accounting principles in effect in the United States from time to time ("GAAP"), applied on a consistent basis throughout the period involved. The Balance Sheet fairly present in all material respects the financial position of the VTM Company as of the respective date. For purposes of this Agreement, the balance sheet of the VTM Company as of May 31, 2024 is referred to herein as the "Balance Sheet" and the date thereof as the "Balance Sheet Date."

Section 3.06 Undisclosed Liabilities. The VTM Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date and which are not material in amount.

Section 3.07 Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement, from the Balance Sheet Date until the date of this Agreement, the VTM Company has operated in the ordinary course of business in all material respects and there has not been: (a) an MAE; or (b) any event, occurrence, fact, condition or change that is materially adverse to the ability of Seller to consummate the transactions contemplated hereby.

Section 3.08 Material Contracts.

(a) Section 3.09(a) of the Disclosure Schedules lists each of the following contracts and other agreements of the VTM Company (together with all Leases listed in Section 3.09(a) of the Disclosure Schedules, collectively, the "Material Contracts"):

(i) each agreement of the VTM Company involving aggregate consideration in excess of $100,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the VTM Company without penalty or without more than 180 days' notice;

(ii) all agreements that relate to the sale of any of the VTM Company's assets, other than in the ordinary course of business, for consideration in excess of $100,000;

(iii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $100,000; and

(iv) except for agreements relating to trade payables, all agreements relating to indebtedness (including, without limitation, guarantees) of the VTM Company, in each case having an outstanding principal amount in excess of $100,000.

(b) the VTM Company is not in breach of, or default under, any Material Contract, except for such breaches or defaults that would not have a Material Adverse Effect.

Section 3.09 Real Property; Title to Assets.

(a) Section 3.10(a) of the Disclosure Schedules lists all real property in which the VTM Company has an ownership or leasehold (sublease hold) interest (together with all buildings, structures and improvements located thereon, the "Real Property"), including: (i) the street address of each parcel of Real Property, and (ii) a list, as of the date of this Agreement, of all leases for each parcel of leased Real Property involving total annual payments of at least $100,000 (collectively, "Leases"), including the identification of the lessee and lessor thereunder.

(b) The VTM Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date). All such properties and assets (including leasehold interests) are free and clear of Encumbrances, except for the following (collectively, the "Permitted Encumbrances"):

(i) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures;

(ii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business;

(iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; and

(iv) other imperfections of title or Encumbrances, if any, that would not have a Material Adverse Effect.

Section 3.10 Intellectual Property.

(a) The term "Intellectual Property" means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, service marks, trade names and similar indicia of source or origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights and all registrations and applications for registration thereof; (iii) trade secrets and know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights.

(b) Section 3.11(b) of the Disclosure Schedules lists all issued patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the VTM Company. Except as set forth in Section 3.11(b) of the Disclosure Schedules, or as would not have a Material Adverse Effect, the VTM Company owns or has the right to use all Intellectual Property necessary for the conduct of the VTM Company's business as currently conducted (the "VTM Company Intellectual Property").

(c) Except as would not have a Material Adverse Effect, to Seller's knowledge: (i) the conduct of the VTM Company's business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) no Person is infringing, misappropriating or otherwise violating any VTM Company Intellectual Property. This Section 3.11(c) constitutes the sole representation and warranty of Seller under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation of Intellectual Property.

Section 3.11 Insurance. Section 3.12 of the Disclosure Schedules sets forth a list, as of the date hereof, of all material insurance policies maintained by the VTM Company or with respect to which the VTM Company is a named insured or otherwise the beneficiary of coverage (collectively, the "Insurance Policies"). Such Insurance Policies are in full force and effect on the date of this Agreement and all premiums due on such Insurance Policies have been paid, except as would not have a Material Adverse Effect.

Section 3.12 Legal Proceedings; Governmental Orders.

(a) there are no claims, actions, suits, investigations or other legal proceedings (collectively, "Actions") pending or, to Seller's knowledge, threatened against or by the VTM Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the VTM Company), which if determined adversely to the VTM Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effect. For purposes of this Agreement: (x) "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; and (y) the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b) there are no outstanding Governmental Orders against, relating to, or affecting the VTM Company or any of its properties or assets which would have a Material Adverse Effect.

Section 3.13 Compliance with Laws; Permits.

(a) The VTM Company is in compliance with all Laws applicable to it or its business, properties or assets, except where the failure to be in compliance would not have a Material Adverse Effect.

(b) All permits, licenses, franchises, approvals, authorizations and consents required to be obtained from Governmental Authorities (collectively, "Permits") for the VTM Company to conduct its business have been obtained and are valid and in full force and effect, except where the failure to obtain such Permits would not have a Material Adverse Effect.

(c) None of the representations and warranties contained in this Section 3.13 shall be deemed to relate to environmental matters (which are governed by Section 3.14), employee benefits matters (which are governed by Section 3.15), employment matters (which are governed by Section 3.16) or tax matters (which are governed by Section 3.17).

Section 3.14 Environmental Matters.

(a) The terms: (i) "Environmental Laws" means all Laws, now or hereafter in effect, in each case as amended or supplemented from time to time, relating to the regulation and protection of human health, safety, the environment and natural resources, including any federal, state or local transfer of ownership notification or approval statutes; and (ii) "Hazardous Substances" means: (A) "hazardous materials," "hazardous wastes," "hazardous substances," "industrial wastes," or "toxic pollutants," as such terms are defined under any Environmental Laws; (B) any other hazardous or radioactive substance, contaminant or waste; and (C) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental investigation, regulation, monitoring or remediation.

(b) Except as would not have a Material Adverse Effect, to Seller's knowledge, the VTM Company is in compliance with all Environmental Laws and neither the VTM Company nor Seller has received notice from any Person that the VTM Company, its business or assets, or any Real Property currently owned, leased, or used by the VTM Company is in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.

(c) Except as would not have a Material Adverse Effect, to Seller's knowledge, there has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal or release of any kind of any Hazardous Substances in violation of any Environmental Law with respect to the business or assets of the VTM Company or any Real Property currently owned, leased or used by the VTM Company. Neither the VTM Company nor Seller received notice from any Person that any Real Property currently owned, leased or used by the VTM Company has been contaminated with any Hazardous Substances which would reasonably be expected to result in an environmental claim against, or a violation of Environmental Laws by, Seller or the VTM Company.

(d) The representations and warranties set forth in this Section 3.144 are the Seller's sole and exclusive representations and warranties regarding environmental matters.

Section 3.15 Employee Benefit Matters.

(a) Section 3.16(a) of the Disclosure Schedules contains a list of each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program, whether or not reduced to writing, in effect and covering one or more employees or directors of the VTM Company or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by the VTM Company, or under which the VTM Company has any material liability for premiums or benefits (each, a "Benefit Plan").

(b) Except as would not have a Material Adverse Effect, to Seller's knowledge, each Benefit Plan and related trust complies with all applicable Laws (including the Employee Retirement Income Security Act of 1974 (as amended, and including the regulations thereunder, "ERISA") and the Code. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a "Qualified Benefit Plan") has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to Seller's knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service. Except [as set forth in Section 3.16(b) of the Disclosure Schedules, or] as would not have a Material Adverse Effect, all benefits, contributions and premiums required by and due under the terms of each Benefit Plan or applicable Law have been timely paid in accordance with the terms of such Benefit Plan, the terms of all applicable Laws and GAAP. With respect to any Benefit Plan, to Seller's knowledge, no event has occurred or is reasonably expected to occur that has resulted in or would subject the VTM Company to a Tax under Section 4971 of the Code or the assets of the VTM Company to a lien under Section 430(k) of the Code.

(c) No Benefit Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) is a "multiemployer plan" (as defined in Section 3(37) of ERISA). Except as would not have a Material Adverse Effect, neither Seller nor the VTM Company: (i) has withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the Pension Benefit Guaranty Corporation; or (ii) has engaged in any transaction which would give rise to a liability of the VTM Company or Buyers under Section 4069 or Section 4212(c) of ERISA.

(d) other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death).

(e) Except as would not have a Material Adverse Effect: (i) there is no pending or, to Seller's knowledge, threatened action relating to a Benefit Plan; and (ii) no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority.

(f) Except as would not have a Material Adverse Effect, no Benefit Plan exists that could: (i) result in the payment to any employee, director or consultant of any money or other property; (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any employee, director or consultant, except as a result of any partial plan termination resulting from this Agreement; or (iii) limit or restrict the ability of Buyers or its Affiliates to merge, amend or terminate any Benefit Plan, in each case, as a result of the execution of this Agreement. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in "excess parachute payments" within the meaning of Section 280G(b) of the Code.

(g) The representations and warranties set forth in this Section 3.15 are the Seller's sole and exclusive representations and warranties regarding employee benefit matters.

Section 3.16 Employment Matters.

(a) the VTM Company is not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its employees

(b) The VTM Company is in compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees of the VTM Company, except to the extent non-compliance would not result in a Material Adverse Effect. Except as would not have a Material Adverse Effect, there are no Actions against the VTM Company pending, or to the Seller's knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitral tribunal in connection with the employment or termination of employment of any current or former employee of the VTM Company, including, without limitation, any Action relating to unfair labor practices, employment discrimination, harassment, retaliation, leave, accommodation, minimum wages, overtime compensation, equal pay or any other hiring, employment or employment termination related matter arising under applicable Laws.

(c) The representations and warranties set forth in this Section 3.165 are the Seller's sole and exclusive representations and warranties regarding employment matters.

Section 3.17 Taxes.

(a) Except as set forth in Section 3.18(a) of the Disclosure Schedules:

(i) The VTM Company has filed (taking into account any valid extensions) all material returns, declarations, reports, information returns and statements and other documents required to be filed by the VTM Company with respect to Taxes (including amended returns and claims for refund) (collectively, "Tax Returns"). Such Tax Returns are true, complete and correct in all material respects. The VTM Company is not currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by the VTM Company have been paid or accrued. For purposes of this Agreement, "Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(ii) No extensions or waivers of statutes of limitations have been given or requested with respect to any material Taxes of the VTM Company.

(iii) There are no ongoing Actions by any taxing authority against the VTM Company.

(iv) The VTM Company is not a party to any Tax-sharing agreement.

(v) All material Taxes which the VTM Company is obligated to withhold from amounts owing to any employee, creditor or third party have been paid or accrued.

(b) Except for certain representations related to Taxes in Section 3.15, the representations and warranties set forth in this 3.17 are the Seller's sole and exclusive representations and warranties regarding Tax matters.

Section 3.18 Brokers. no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

Section 3.19 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III (including the related portions of the Disclosure Schedules), none of Seller, the VTM Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or the VTM Company, including any representation or warranty as to the accuracy or completeness of any information regarding the VTM Company furnished or made available to Buyers

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYERS

Buyers represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01 Organization and Authority of Buyers. Buyers are corporations duly organized, validly existing and in good standing under the Laws of the state of Florida and Ontario, Canada. Buyers has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyers of this Agreement, the performance by the Buyers of their obligations hereunder, and the consummation by Buyers of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyers. This Agreement constitutes a legal, valid and binding obligation of Buyers enforceable against the Buyers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by the Buyers of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation or by-laws of Buyers; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyers; (c) require the consent, notice or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which Buyers is a party; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority; except, in the cases of clauses (b) and (c), where the violation, conflict, acceleration or failure to obtain consent or give notice would not have a material adverse effect on the Buyers's ability to consummate the transactions contemplated hereby and, in the case of clause (d), where such consent, permit, Governmental Order, filing or notice which, in the aggregate, would not have a material adverse effect on the Buyers's ability to consummate the transactions contemplated hereby.

Section 4.03 Investment Purpose. Buyers are acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Buyers acknowledges that Seller has not registered the offer and sale of the Shares under the Securities Act or any state securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale, hypothecated or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyers is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section 4.04 Brokers. no broker, finder, or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyers.

Section 4.05 Legal Proceedings. there are no Actions pending or, to Buyers's knowledge, threatened against or by Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 4.06 Independent Investigation. Buyers have conducted their own independent investigation, review and analysis of the VTM Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller and the VTM Company for such purpose. Buyers acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyers has relied solely upon its own investigation and the express representations and warranties of Seller set forth in ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) none of Seller, the VTM Company or any other Person has made any representation or warranty as to Seller, the VTM Company or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE V

COVENANTS

Section 5.01 Employee Benefit Plans.

(a) During the period commencing at the Closing and ending on the date which is seven (7) months from the Closing (or if earlier, the date of the employee's termination of employment with the VTM Company), Buyers shall and shall cause the VTM Company to provide each Employee who remains employed immediately after the Closing ("VTM Company Continuing Employee") with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the VTM Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the VTM Company immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the VTM Company immediately prior to the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such VTM Company Continuing Employee immediately prior to the Closing.

(b) With respect to any employee benefit plan maintained by Buyers (collectively, "Buyers Benefit Plans") in which any VTM Company Continuing Employees will participate effective as of the Closing, Buyers shall, or shall cause the VTM Company to, recognize all service of the VTM Company Continuing Employees with the VTM Company, as if such service were with Buyers, for vesting and eligibility purposes in any Buyers Benefit Plan in which such VTM Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan.

(c) This Section 5.01 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.01, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.01. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 5.01 shall not create any right in any employee of the VTM Company or any other Person to any continued employment with the VTM Company, Buyers or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Section 5.02 Director and Officer Indemnification Liability.

(a) Buyers agrees that all rights to indemnification, advancement of expenses and exculpation by the VTM Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof, an officer or director of the VTM Company, as provided in the certificate of incorporation or by-laws of the VTM Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.02(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

(b) The obligations of Buyers and the VTM Company under this Section 5.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom may enforce the provisions of this Section 5.02).

(c) In the event Buyers, the VTM Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyers or the VTM Company, as the case may be, shall assume all of the obligations set forth in this Section 5.02.

Section 5.03 Confidentiality. Buyers acknowledges and agrees that the Confidentiality Agreement signed between Buyers and Seller (the "Confidentiality Agreement") remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyers pursuant to this Agreement.

Section 5.04 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.05 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents and instruments and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.06 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Buyers when due. Buyers shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

ARTICLE VI

INDEMNIFICATION

Section 6.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is three years from the Closing Date. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Section 6.02 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VI, from and after the Closing, Seller shall indemnify Buyers against, and shall hold Buyers harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), incurred or sustained by, or imposed upon, Buyers based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement.

Section 6.03 Indemnification by Buyers. Subject to the other terms and conditions of this ARTICLE VI, from and after the Closing, Buyers shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of or with respect to:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyers contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyers pursuant to this Agreement.

Section 6.04 Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the "Indemnified Party," and the party against whom such claims are asserted under this Article VI is referred to as the "Indemnifying Party." The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations:

(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds 10% of the Purchase Price (the "Deductible"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible.

(b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a), as the case may be, shall not exceed 25% of the Purchase Price.

(c) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

(d) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyers had knowledge of such inaccuracy or breach prior to the Closing.

Section 6.05 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyers shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including: (i) making available (subject to the provisions of Section 5.03) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 6.07 Exclusive Remedies. The parties acknowledge and agree that from and after the Closing their sole and exclusive remedy with respect to any and all claims of fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE VI. In furtherance of the foregoing, each party hereby waives, from and after the Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VI. Nothing in this Section 6.07 shall limit any Person's right to seek and obtain any equitable relief to which such Person shall be entitled.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Expenses. Except as otherwise expressly provided herein (including Section 5.06 hereof), all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 7.02 Notices. All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):

If to Seller:	[SELLERS ADDRESS]
If to Buyers:	[BUYERS ADDRESS]
with a copy (which shall not constitute notice) to:	[BUYERS LAW FIRM ADDRESS]

Section 7.03 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement.

Section 7.05 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement[, any exhibits,] and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 7.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 7.07 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 7.08 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any Action arising out of or related to this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the city of Tampa and county of Hillsborough and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	Upexi, Inc.

	By	/s/ Andrew J. Norstrud
		Andrew J. Norstrud
		Chief Financial Officer

	Nutra Products LLC


	By	/s/ Santo Carollo
		Santo Carollo
		Manager

	MFA Holdings Corp.


	By	/s/ Allan Marshall
		Allan Marshall
		Manager

	10000915944 Ontario Inc.


	By	/s/ Adam Marshall
		Adam Marshall
		Owner

EXHIBIT A

DEFINITIONS CROSS-REFERENCE TABLE

The following terms have the meanings set forth in the location in this Agreement referenced below:

Term

Section

Actions

Section 3.12(a)

Affiliate

Section 3.12(a)

Agreement

Preamble

Balance Sheet

Section 3.05

Balance Sheet Date

Section 3.05

Benefit Plan

Section 3.15(a)

Buyers

Preamble

Buyers Benefit Plans

Section 5.01(b)

Closing

Section 2.01

Closing Date

Section 2.01

Code

Section 3.15(b)

VTM Company

Recitals

VTM Company Continuing Employee

Section 5.01(a)

VTM Company Intellectual Property

Section 3.10(b)

Confidentiality Agreement

Section 5.03

Deductible

Section 6.04(a)

Disclosure Schedules

Section 1.02

Encumbrance

Section 1.01

Environmental Laws

Section 3.14(a)

ERISA

Section 3.15(b)

Financial Statements

Section 3.05

GAAP

Section 3.05

Governmental Authority

Section 3.04

Governmental Order

Section 3.04

Hazardous Substances

Section 3.14(a)

Indemnified Party

Section 6.04

Indemnifying Party

Section 6.04

[Insurance Policies]

Section 3.11

Intellectual Property

Section 3.10(a)

Law

Section 3.04

Leases

Section 3.09(a)

Losses

Section 6.02

Material Adverse Effect

Section 3.04

Material Contracts

Section 3.08(a)

Permits

Section 3.13(b)

Permitted Encumbrance

Section 3.09(b)

Person

Section 3.04

Purchase Price

Section 1.02

Qualified Benefit Plan

Section 3.15(b)

Real Property

Section 3.09(a)

Securities Act

Section 4.03

Seller

Preamble

Seller's knowledge

ARTICLE III

Recitals

Taxes

Section 3.17(a)

Tax Returns

Section 3.17(a)