Share Exchange Agreement by and among CEN Biotech, Inc.; Clear Com Media Inc.; The Shareholders of Clear Com Media Inc.; And Lawrence Lehoux as the Shareholders’ Representative.

Section 2.04

(a)

“Acquisition Inquiry” means an inquiry, indication of interest, proposal or request for nonpublic information that could reasonably be expected to lead to an Acquisition Transaction.

(b)

“Acquisition Transaction” means any transaction or series of related transactions with a Person or “group” (as defined in the Exchange Act) concerning any (i) merger, consolidation, business combination, share exchange, joint venture or similar transaction involving CCM or any of the CCM Shareholders pursuant to which such Person or “group” would own 5% or more of the consolidated assets, revenues or net income of CCM, (ii) sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of CCM representing 5% or more of the consolidated assets, revenues or net income of CCM, (iii) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of any Equity Securities of CCM, including the CCM Stock, (iv) transaction or series of transactions in which any Person or “group” would acquire beneficial ownership or the right to acquire beneficial ownership of any Equity Securities of CCM, (v) action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.

(c)

“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

(d)

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

(e)

“Agreement” has the meaning set forth in the introductory paragraph hereto.

(f)

“Arbitrator” has the meaning set forth in Section 9.01(a).

(g)

“Authority” means any United States, Canadian or other governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

(h)

“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Ontario, Canada are authorized or required by law or executive order to close.

(i)

“Cap” has the meaning set forth in Section 8.07(a).

(j)

“CCM Board” means the Board of Directors of CCM.

(k)

“CCM Indemnified Party” has the meaning set forth in Section 8.02.

(l)

“CCM Organizational Documents” has the meaning set forth in Section 3.01.

(m)

“CCM Party” and “CCM Parties” have the meanings set forth in the introductory paragraph hereto.

(n)

“CCM Shareholders” has the meaning set forth in the introductory paragraph hereto.

(o)

 “CCM Stock” has the meaning set forth in the recitals.

(p)

 “CCM” has the meaning set forth in the introductory paragraph hereto.

(q)

“Closing Date” has the meaning set forth in Section 2.02.

(r)

“Closing” has the meaning set forth in Section 2.02.

(s)

“Company Board” means the Board of Directors of the Company.

(t)

“Company Common Stock” has the meaning set forth in the recitals hereto.

(u)

“Company Indemnified Party” has the meaning set forth in Section 8.01.

(v)

“Company Organizational Documents” has the meaning set forth in Section 4.01.

(w)

“Company” has the meaning set forth in the introductory paragraph hereto.

(x)

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.”  Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(y)

“Derivatives” means any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Equity Securities of the CCM or obligating the CCM to issue or sell any of its Equity Securities.

(z)

“Direct Claim” has the meaning set forth in Section 8.03(c).

(aa)

“Effective Date” has the meaning set forth in the introductory paragraph hereto.

(bb)

“Equity Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into or exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise acquire any security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning of the Exchange Act.

(cc)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(dd)

“Exchange Shares” has the meaning set forth in Section 2.01(b).

(ee)

“Exchange” has the meaning set forth in Section 2.01(d).

(ff)

“Financial Statements” has the meaning set forth in Section 2.06.

(gg)

“Form 8-K” has the meaning set forth in Section 9.08.

(hh)

“Indemnified Party” has the meaning set forth Section 8.03.

(ii)

“Indemnifying Party” has the meaning set forth Section 8.03.

(jj)

“Intellectual Property” means trademarks, trade names, service marks, service ▇▇▇▇ registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights.

(kk)

“Issuer Covered Person” has the meaning set forth Section 3.25.

(ll)

“Knowledge of CCM” means the knowledge, after and assuming due inquiry, of any director or executive officer of CCM.

(mm)

“Law” means any United States, Canadian, or other domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

(nn)

“Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

(oo)

“Losses” and “Loss” has the meaning set forth in Section 8.01.

(pp)

“Material Adverse Effect” means a material and adverse change or a material and adverse effect, individually or in the aggregate, on the condition (financial or otherwise), net worth, management, earnings, cash flows, business, operations or properties of a Party taken as a whole, whether or not arising from transactions in the ordinary course of business.

(qq)

“Non-U.S. Person” has the meaning set forth in Section 3.26(b).

(rr)

“Order” means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order or consent of or by an Authority.

(ss)

“Party” and “Parties” have the meanings set forth in the introductory paragraph hereto.

(tt)

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(uu)

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

(vv)

“Rule 144” has the meaning set forth in Section 3.26(f).

(ww)

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(xx)

“Shareholders’ Representative” has the meaning set forth in the introductory paragraph hereto.

(yy)

“Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Internal Revenue Code of 1986, as amended or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

(zz)

“Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

(aaa)

“Termination Date” means August 31, 2021.

(bbb)

“Third-Party Claim” has the meaning set forth in Section 8.03(a).

(ccc)

“Transaction Documents” means this Agreement and any other certificate, agreement or document entered into or delivered in connection with the transactions as contemplated herein or therein.

(ddd)

“Transactions” means the transactions contemplated by the Transaction Documents.

(eee)

“Verbaly” has the meaning set forth in Section 2.06.

(a)

On the terms and subject to the conditions set forth in this Agreement, the CCM Shareholders, who hold an aggregate of 10,000 shares of CCM Stock representing 100% of CCM’s issued and outstanding capital stock, shall sell, assign, transfer and deliver to the Company, free and clear of all Liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the CCM Stock held by them.

(b)

All of the shares of CCM Stock, collectively, shall be exchanged for 4,000,000 shares of Company Common Stock (the “Exchange Shares”). The Exchange Shares shall be apportioned to the CCM Shareholders pro rata based on the number of shares of CCM Stock held by each CCM Shareholder as set forth on Exhibit A.

(c)

If, at any time prior to the Closing, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Company Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other than in connection with a plan of complete liquidation of the Company, then the CCM Shareholders shall thereafter have the right to receive at the Closing, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Company Common Stock, such replacement stock, securities or assets, with equitable adjustments being made thereto, as determined by the Company and the Shareholders’ Representative, and in the event that the shares of Company Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity any references herein to the Company Common Stock, whether standing alone or as a part of another defined term, shall be deemed a reference to such replacement stock or securities.

(d)

The exchange as set forth in this Section 2.01, subject to the other terms and conditions herein, is referred to collectively herein as the “Exchange.”

(e)

At the Closing (as defined below) the CCM Shareholders shall, on transfer of their respective shares of CCM Stock to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion of the total Exchange Shares. The Exchange Shares shall be issued in book entry form and shall not be certificated.

(a)

The Company Board shall undertake such actions as required to expand the size of the Company Board by one person, and to name ▇▇▇▇▇ ▇▇▇▇▇▇ as a director on the Company Board;

(b)

The Company Board shall undertake such actions as required to name ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Technology Officer of the Company, pursuant to an employment agreement between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇, in form and substance as agreed to by the Company and ▇▇▇▇▇ ▇▇▇▇▇▇; and

(c)

The CCM Board shall undertake such actions as required to expand the size of the CCM Board by three persons, to be a total of five persons, and to name ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as directors on the CCM Board.

(a)

Share Certificates or such other instruments of transfer duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to the Company as required for the ownership of the CCM Stock to be transferred to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, with all necessary transfer Tax and other revenue stamps, acquired at each CCM Shareholder’s expense, affixed;

(b)

A certificate of the Secretary of CCM and the Shareholders Representative on behalf of the CCM Shareholders, dated as of the Closing Date, and:

(i)

attaching and certifying a copy of the resolutions of the CCM Board authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the Transactions;

(ii)

certifying that the conditions set forth in Section 5.02(b), Section 5.02(c), Section 5.02(d), Section 5.02(e) and Section 5.02(g) have been satisfied and that the statements therein are true and correct;

(iii)

providing evidence of the completion of the actions as set forth in Section 2.03(c); and

(iv)

attaching a certificate of existence and certificate of compliance issued by Corporations Canada for CCM, dated as of a date within 5 days of the Closing Date.

(a)

Record the applicable CCM Shareholders in the books and records of the Company as the owners of the applicable portions of the Exchange Shares; and

(b)

Deliver to the Shareholders’ Representative on behalf of the CCM Shareholders a certificate of the Secretary of the Company, dated as of the Closing Date, and:

(i)

attaching and certifying a copy of the resolutions of the Company Board authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the Transactions;

(ii)

certifying that the conditions set forth in Section 5.03(a) and Section 5.03(b) have been satisfied and that the statements therein are true and correct; and

(iii)

attaching a certificate of compliance and certificate of existence issued by Corporations Canada for the Company, dated as of a date within 5 days of the Closing Date.

(a)

The authorized capital stock of CCM consists of an unlimited number of common shares, of which 10,000 shares are issued and outstanding. All of the issued and outstanding CCM Stock is held, collectively, by the CCM Shareholders.

(b)

CCM has no Derivatives or commitments to issue any Equity Securities of CCM or Derivatives, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of CCM Stock or any other Equity Security of CCM.

(c)

There is no voting trust, agreement or arrangement among any of the beneficial holders of CCM Stock affecting the nomination or election of directors or the exercise of the voting rights of CCM Stock.

(d)

The offer, issuance and sale of such shares of CCM Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act and all applicable Laws, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such shares of CCM Stock are subject to a right of withdrawal or a right of rescission under any Canadian or United States federal or state securities or “Blue Sky” Law.

(a)

There has not been any Material Adverse Change in the business, operations, properties, assets, or condition (financial or otherwise) of CCM;

(b)

CCM has not (i) amended the CCM Organizational Documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

(c)

CCM has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement.

(a)

Investment Purpose. Such CCM Shareholder understands and agrees that the consummation of the Transactions including the delivery of the Exchange Shares to such CCM Shareholder in exchange for the CCM Stock held by such CCM Shareholder as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Exchange Shares being acquired by such CCM Shareholder are being acquired by such CCM Shareholder for such CCM Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b)

Investor Status. Such CCM Shareholder is a Non-U.S. Person. A “Non-U.S. Person” means any person who is not (1) any natural person resident in the United States (as defined below); (2) any partnership or corporation organized or incorporated under the laws of the United States; (3) any estate of which any executor or administrator is a United States person; (4) any trust of which any trustee is a United States person; (5) any agency or branch of a foreign entity located in the United States; (6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; or (8) any partnership or corporation if (1) organized or incorporated under the laws of any foreign jurisdiction and (2) formed by a United States person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited investors” (as that term is defined in Rule 501(a) of Regulation D under the Securities Act) who are not natural persons, estates or trusts.

(c)

Reliance on Exemptions. Such CCM Shareholder understands that the Exchange Shares are being offered and sold to such CCM Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and such CCM Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such CCM Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of such CCM Shareholder to acquire the Exchange Shares.

(d)

Information. Such CCM Shareholder has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that such CCM Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions. Such CCM Shareholder and his or her advisors, if any, have been afforded the opportunity to ask questions of the Company. Such CCM Shareholder understands that his or her investment in the Exchange Shares involves a significant degree of risk. Such CCM Shareholder is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

(e)

Governmental Review. Such CCM Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchange Shares.

(f)

Transfer or Resale. Such CCM Shareholder understands that the sale or re-sale of the Exchange Shares has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Exchange Shares may not be transferred unless (a) the Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (b) such CCM Shareholder shall have delivered to the Company, at the cost of such CCM Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of such CCM Shareholder who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.14 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such CCM Shareholder shall have delivered to the Company, at the cost of such CCM Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Exchange Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Exchange Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

(g)

Legends. Such CCM Shareholder understands that the Exchange Shares, until such time as the Exchange Shares have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exchange Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Exchange Shares.

(h)

Removal. The legend(s) referenced in Section 3.26(g) shall be removed and the Company shall issue a certificate without such legend to the holder of any Exchange Shares upon which it is stamped, if, unless otherwise required by applicable state securities Laws, (a) the Exchange Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Exchange Shares may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Such CCM Shareholder agrees to sell all Exchange Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

(a)

No provisions of any applicable Law, and no Order shall prohibit or impose any condition or prohibition on the consummation of the Closing.

(b)

There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

(c)

The Parties shall have received all necessary approvals from all required Authorities to consummate the Transactions.

(a)

the Company shall have completed its due diligence investigation of CCM to the Company’s satisfaction in the Company’s sole discretion;

(b)

The representations and warranties made by CCM and the CCM Shareholders in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects, and other than the representations and warranties in Section 3.06, Section 3.07, Section 3.08 and Section 3.26, which shall each be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;

(c)

No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of CCM from the Effective Date to the Closing;

(d)

Each of the CCM Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such CCM Parties prior to or at the Closing;

(e)

The CCM Board shall have approved this Agreement and the Transactions and shall not have withdrawn such approval;

(f)

The Company Board shall have approved this Agreement and the Transactions and shall not have withdrawn such approval;

(g)

All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the Transactions, or for the continued operation of CCM after the Closing Date on the basis as presently operated shall have been obtained; and

(h)

CCM shall have delivered to the Company the Financial Statements.

(a)

The representations and warranties made by the Company in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects at the Closing Date) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement; and

(b)

The Company shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company prior to or at the Closing.

(a)

any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Transactions;

(b)

any notice or other communication from any governmental or regulatory agency or authority in connection with the Transactions; and

(c)

any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant hereto or that relates to the consummation of the Transactions.

(a)

carry on its business in substantially the same manner as it has heretofore;

(b)

maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(c)

maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(d)

perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(e)

use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

(f)

fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state Laws (including without limitation, the federal securities Laws) and all rules, regulations, and orders imposed by federal or state governmental authorities.

(a)

make any material change in the type or nature of CCM’ business, or in the nature of CCM’ operations;

(b)

enter into, create, assume or suffer to exist any debt, Contract or other obligation in excess of $20,000, other than that currently in existence;

(c)

borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business;

(d)

amend, modify, withdraw or terminate any of the CCM Organizational Documents;

(e)

Engage or other hire, or terminate, any employee, contractor or consultant or enter into any Contract with any of the forgoing;

(f)

sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims;

(g)

make any material change in the method of management, operation or accounting of CCM;

(h)

enter into any other material transaction other than sales in the ordinary course of CCM’ business;

(i)

declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to any shareholder of CCM purchase or redeem, or agree to purchase or redeem, any CCM Stock;

(j)

make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with CCM’ officers, directors, or employees;

(k)

issue, deliver, or agree to issue or CCM Stock or other Equity Securities of CCM, including debentures or other debt obligations, or grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire CCM Stock or other Equity Securities of CCM, or other Derivatives or securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, CCM Stock or other Equity Securities of CCM;

(l)

undertake any merger, share exchange, reorganization or any similar transaction, or undertake any transaction which could reasonably be expected to adversely affect the rights of the Company hereunder or the ability of the Parties to consummate the Transactions;

(m)

enter into any new agreements of any kind or undertake any new obligations or liabilities likely to have a material impact on CCM’ business; or

(n)

enter into any agreements to undertake any of the forgoing.

(a)

From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, none of CCM Parties shall, and each of the CCM Parties shall cause the Representatives of any of the CCM Parties not to, directly or indirectly:

(i)

solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Inquiry;

(ii)

furnish any non-public information regarding CCM to any Person who has made an Acquisition Inquiry;

(iii)

engage in discussions or negotiations with any Person who has made any Acquisition Inquiry;

(iv)

approve, endorse or recommend any Acquisition Inquiry or Acquisition Transaction;

(v)

withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or

(vi)

enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Inquiry or Acquisition Transaction.

(b)

From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, the CCM Board shall not (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction relating to CCM, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Inquiry or Acquisition Transaction related to CCM, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize CCM to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or contract or other instrument in respect of or relating to an Acquisition Inquiry or Acquisition Transaction.

(c)

CCM shall promptly, within 36 hours, advise the Company orally and in writing of any Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Closing or the termination of this Agreement in accordance with its terms. CCM shall keep the Company reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Inquiry or related Acquisition Transaction (including whether such Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof).

(d)

The CCM Parties shall immediately cease and cause to be terminated any discussions existing as of the Effective Date with any Person that relate to any Acquisition Inquiry or Acquisition Transaction proposed on or prior to the Effective Date. The CCM Parties acknowledge and agree that any actions taken by or at the direction of a Representative of any CCM Party that, if taken by any CCM Party, would constitute a breach or violation of this Section 6.07 will be deemed to constitute a breach and violation of this Section 6.07 by the CCM Parties.

(a)

By the mutual written consent of the Company, CCM and the Shareholders’ Representative;

(b)

By the Company (i) if the conditions to the Closing as set forth in Section 5.01 and Section 5.02 have not been satisfied or waived by the Company, which waiver the Company may give or withhold in its sole discretion, by the Termination Date, provided, however, that the Company may not terminate this Agreement pursuant to this clause (i) of this Section 7.01(b) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by the Company; or (ii) if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of any CCM Party contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.02 not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Company or cured by the CCM Parties, applicable, within five (5) Business Days after receipt by CCM of written notice thereof from the Company or is not reasonably capable of being cured prior to the Termination Date or (iii) pursuant to the provisions of Section 6.04;

(c)

By CCM and the Shareholders’ Representative acting together (i) if the conditions to Closing as set forth in Section 5.01 and Section 5.03 have not been satisfied or waived by CCM and the Shareholders’ Representative, which waiver CCM and the Shareholders’ Representative may give or withhold in their sole discretion, by the Termination Date, provided, however, that CCM and the Shareholders’ Representative may not terminate this Agreement pursuant to this clause (i) of this Section 7.01(c) if the reason for the failure of any such condition to occur was the breach of the terms of this Agreement by any of the CCM Parties; or (ii) if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Company contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 5.03 not to be satisfied, and such violation, breach or inaccuracy has not been waived by CCM and the Shareholders’ Representative or cured by the Company, applicable, within five (5) Business Days after receipt by the Company of written notice thereof from CCM or is not reasonably capable of being cured prior to the Termination Date; or

(d)

By any Party, if a court of competent jurisdiction or other Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or action shall have become final and nonappealable.

(a)

Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

(b)

Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.03(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c)

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d)

Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

(a)

The CCM Shareholders shall not be liable to the Company Indemnified Parties for indemnification under Section 8.01 until the aggregate amount of all Losses in respect of indemnification under Section 8.01 exceeds $10,000 (the “Basket”), in which event the CCM Shareholders shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to $1,000,000 (the “Cap”), and provided that, in the event that the indemnification obligations are those of less than all of the CCM Shareholders pursuant to the last sentence of Section 8.01, then the Basket and the Cap shall be applied to such indemnifying CCM Shareholder(s) pro rata based on the number of shares of CCM Stock held by such CCM Shareholder(s) as of the Closing Date, such that, by way of example and not limitation. if a CCM Shareholder is so obligated to indemnify the Company Indemnified Parties pursuant to such section and held 50% of the total shares of CCM Stock as of the Closing Date, the Basket would be $5,000 and the Cap would be 50% of the total Cap as set forth above. Any such utilization or satisfaction of the Basket and the Cap by one or more of the CCM Shareholders as a result of the preceding sentence shall apply to any later determinations of the utilization or satisfaction of the Basket and the Cap.

(b)

The Company shall not be liable to the CCM Indemnified Parties for indemnification under Section 8.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02 exceeds the Basket, in which event the Company shall be required to pay or be liable for all such Losses in excess of the Basket up to a maximum amount equal to the Cap, which shall in such case be applied to all of the CCM Shareholders as a group.

(a)

The Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b)

If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Company and the Shareholders’ Representative shall select one arbitrator and the two arbitrators so selected shall select the sole Arbitrator who shall hear and resolve the dispute.

(c)

The laws of Laws of Ontario, Canada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the Laws of Ontario, Canada applicable to a contract negotiated, signed, and wholly to be performed in Ontario, Canada, which Laws the Arbitrator shall apply in rendering his or her decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he or she shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d)

The arbitration shall be held in Ontario, Canada in accordance with and under the then-current provisions of the rules of the Arbitration Act of Ontario, except as otherwise provided herein.

(e)

On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Arbitration Act of Ontario provided, however, that the Arbitrator shall limit any discovery or evidence such that his or her decision shall be rendered within the period referred to in Section 9.01(b).

(f)

The Arbitrator may, at his or her discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his or her determinations.

(g)

The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal.

(h)

Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Los Angeles County, California to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

(a)

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.03(a).

(b)

Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

(a)

Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

(b)

Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c)

Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

(a)

This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Company, CCM and the Shareholders’ Representative.

(b)

Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c)

Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d)

Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

(a)

Each CCM Shareholder constitutes and appoints the Shareholders’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:

(i)

to act on such CCM Shareholders’ behalf in the absolute discretion of Shareholders’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and

(ii)

in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 9.14.

(b)

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any CCM Shareholder or by operation of law, whether by the death or incapacity of any CCM Shareholder or by the occurrence of any other event. Each CCM Shareholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Shareholders’ Representative pursuant to this Section 9.14. Each CCM Shareholder agrees that Shareholders’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Shareholders’ Representative in good faith, even if taken or omitted negligently, and each CCM Shareholder shall indemnify and hold harmless Shareholders’ Representative from, and shall pay to Shareholders’ Representative the amount of, or reimburse Shareholders’ Representative for, any Loss that Shareholders’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Shareholders’ Representative in his capacity as such.

(c)

The Company shall be entitled to rely upon any document or other paper delivered by Shareholders’ Representative as being authorized by CCM Shareholders, and the Company shall not be liable to any CCM Shareholder for any action taken or omitted to be taken by the Company based on such reliance.

Shareholder Name

Shares of CCM

Stock Owned

% Ownership

Number of

Exchange Shares

to be Received

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

7,575

75.75%

3,030,000

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

500

5.00%

200,000

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

650

6.50%

260,000

▇▇▇▇▇▇ ▇▇▇▇▇▇

775

7.75%

310,000

▇▇▇▇▇▇ ▇▇▇▇▇▇

500

5.00%

200,000

Totals:

10,000

100%

4,000,000