WESTBRIDGE CAPITAL LTD. – AND – SOREN OBERG – AND – CAMERON KUPPER – AND – STARLA THERIAULT – AND –

SHARE PURCHASE AGREEMENT

ARTICLE 1 INTERPRETATION  

1.1

Definitions

2

1.2

Generally Accepted Accounting Principles

24

1.3

Headings and References

24

1.4

Number and Gender

24

1.5

Schedules

24

1.6

References to Statutes

26

1.7

Applicable Law

26

1.8

Currency

26

1.9

Consent

26

1.10

Performance on Holidays

26

1.11

Calculation of Time

27

1.12

Knowledge

27

1.13

No Third Party Beneficiaries

27

1.14

No Strict Construction

27

1.15

Several Obligations

27

ARTICLE 2 PURCHASE AND SALE OF THE PURCHASED SHARES

28

2.1

Purchase and Sale of the Purchased Shares

28

2.2

Purchase Price

28

2.3

Payment of Closing Cash Purchase Price

28

2.4

Effective Time

29

2.5

Post-Closing Review

29

2.6

Determination of Value of Inventory and Accounts Receivable

30

2.7

Closing Cash Purchase Price Adjustment

30

2.8

Settlement of Disputes

31

2.9

Issuance of Consideration Shares

32

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

33

3.1

Representations and Warranties of the Sellers and the Principals

33

3.2

Representations and Warranties of Individual Sellers and Principals

71

3.3

Representations and Warranties of the Buyer

74

3.4

Representations and Warranties of Omega

76

3.5

Commission

77

3.6

Qualification of Representations and Warranties

78

3.7

Survival of Covenants, Representations and Warranties of Sellers and Principals

78

3.8

Survival of Covenants, Representations and Warranties of Buyer and Omega

79

ARTICLE 4 OTHER COVENANTS OF THE PARTIES

79

4.1

Sellers’ Transaction Representative

79

4.2

Management Representative

80

4.3

Post-closing Notices

82

4.4

Non-Compete; Non-Solicitation; Non-Disparagement

82

4.5

Indemnification and Insurance

84

4.6

Payment of Certain Debentures

84

4.7

Transaction Personal Information.

85

4.8

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

85

4.9

NYSE Listing; Removal of Legends

85

4.10

Confidential Information

85

4.11

Acknowledgements, Consents and Covenants Regarding Legends on Consideration Shares

85

4.12

Change of Name

86

ARTICLE 5 CLOSING

86

5.1

Delivery of Certificates

86

5.2

Place of Closing

87

ARTICLE 6 CONDITIONS PRECEDENT

6.1

Buyer’s Conditions

87

6.2

Sellers’ Conditions

90

6.3

Waiver

91

ARTICLE 7 INDEMNIFICATION  

92

7.1

Definitions

92

7.2

Indemnification by Sellers and Principals

94

7.3

Loss by Bioriginal Group Company

95

7.4

Indemnification by the Buyer

95

7.5

Indemnification by Omega

96

7.6

Agency for Representatives

96

7.7

Notice of Third Party Claims

96

7.8

Defence of Third Party Claims

97

7.9

Assistance for Third Party Claims

99

7.10

Settlement of Third Party Claims

99

7.11

Direct Claims

100

7.12

Failure to Give Timely Notice

100

7.13

Insurance Recovery

100

7.14

Tax Effect

100

7.15

Payment and Interest

101

7.16

Limitation

101

7.17

Remedies

103

7.18

Survival, Non-Waiver

104

7.19

Knowledge

104

7.20

Indemnification from Sellers

104

ARTICLE 8 DISPUTE RESOLUTION AND ARBITRATION  

8.1

Purpose

105

8.2

Notice of Dispute

105

8.3

Arbitration

106

8.4

Additional Parties

106

8.5

Recourse to Courts

106

8.6

Confidentiality

107

8.7

Continuing Performance

107

8.8

Survival

108

8.9

Waiver of Jury Trial

108

ARTICLE 9 GENERAL

9.1

Expenses

108

9.2

Parent Guarantee

108

9.3

Time

108

9.4

Notices

108

9.5

Assignment

111

9.6

Further Assurances

111

9.7

Remedies Cumulative

111

9.8

No Consequential Damages

112

9.9

Public Announcements

112

9.10

Entire Agreement

112

9.11

Amendment

112

9.12

Waiver of Rights

112

9.13

Severability

113

9.14

Tender

113

9.15

Counterparts

113

9.16

Facsimile Execution

113

9.17

Independent Legal Advice

113

1.

The Sellers are the legal and beneficial owners of all of the Purchased Shares (as defined below).

2.

The Principals are the individual controlling shareholders of those Management Sellers which are corporations and will be deriving substantial benefits from such Sellers’ sale of the Purchased Shares.

3.

The Buyer wishes to purchase all but not less than all of the Purchased Shares and the Sellers have agreed to sell all but not less than all of the Purchased Shares to the Buyer, and the Principals have agreed to provide certain representations and warranties and perform certain covenants in connection therewith, on and subject to the terms provided herein.

4.

Omega wishes to provide a guarantee of the obligations of the Buyer under this Agreement.

1.1

Definitions

(a)

information which is in the public domain or becomes publicly available through no act or failure to act by any Bioriginal Group Company; or

(b)

information which is required to be disclosed by Applicable Law; or

(c)

was, is or becomes available to the Buyer on a non-confidential basis from a third party not bound by a confidentiality agreement or any legal obligation restricting disclosure;

(a)

which relates to or arises out of or in connection with this Agreement or a Closing Document, including the validity, construction, meaning, performance or effect of this Agreement or such Closing Document or the rights and Liabilities of the Parties to this Agreement or to such Closing Document; or

(b)

in respect of any defined legal relationship associated with this Agreement or any Closing Document or derived from any of them,

(a)

those Current Employees who are employed by the Bioriginal Group at the Closing Time; and

(b)

any individual employed by the Bioriginal Group at the Closing Time who is absent from work on the Closing Date by reason of holiday, parental leave, pregnancy leave, sick leave or scheduled day off;

(a)

Copyrights;

(b)

Patents;

(c)

Trade-marks;

(d)

Industrial Designs;

(e)

rights in or to processes, know-how, show-how, methods, trade secrets;

(f)

other industrial or intellectual property rights, anywhere in the world, whether or not registered or registrable, including without limitation any reissues, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing;

(g)

Enforcement Rights in or with respect to any of the foregoing; and

(h)

rights, covenants, licenses, sub-licenses, franchises, leases, pledges, benefits, trusts or escrows granted to or by the applicable Person in respect of any of the foregoing;

(a)

is or would reasonably be expected to be material and adverse to the business, assets, capital, properties, Liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of the Bioriginal Group, taken as a whole, other than any change, effect, event, condition, occurrence, state of facts or circumstance resulting from or arising out of:

(i)

changes in the economy, political conditions (including acts of terrorism or the outbreak of war) or securities markets in general;

(ii)

any generally applicable actual or proposed change in Applicable Laws (including Applicable Laws relating to Taxes) or the interpretation, application or non-application of Applicable Laws by Governmental Authorities;

(iii)

actual or proposed changes in applicable GAAP or applicable changes in regulatory accounting requirements;

(iv)

relating to changes in currency exchange rates;

(v)

any natural disaster; and

(vi)

this Agreement or the completion of the transactions contemplated in this Agreement (including any legal proceeding as a result thereof or losses or threatened losses of employees, customers, suppliers or others having relationships with Bioriginal) or any actions taken (or omitted to be taken) by the Bioriginal Group at the written request of the Buyer;

(a)

inchoate or statutory liens for Taxes not at the time overdue but only if the amount thereof at the Closing Date is shown as a Current Liability in Closing Working Capital and inchoate or statutory liens for overdue Taxes the validity of which such Bioriginal Group Company is contesting in good faith but only for so long as such contestation effectively postpones enforcement of any such liens or Taxes, and only if the amount of such overdue Taxes at the Closing Date is shown as a Current Liability in Closing Working Capital;

(b)

statutory liens incurred or deposits made in the ordinary course of the business of the Bioriginal Group Company in connection with workers’ compensation, unemployment insurance and similar legislation, but only to the extent that each such statutory lien or deposit relates to amounts not yet due, and only if the amount thereof at the Closing Date is shown as a Current Liability in Closing Working Capital;

(c)

liens and privileges arising out of any judgment with respect to which the Bioriginal Group Company intends to prosecute an appeal or proceedings for review but only for so long as there is a stay of execution pending the determination of such appeal or proceedings for review, and only if the amount thereof at the Closing Date is shown as a Current Liability in Closing Working Capital;

(d)

security given by the Bioriginal Group Company to a public utility or any Governmental Authority when required in the ordinary course of business of the Bioriginal Group Company but only to the extent that the obligation secured at the Closing Date is adjusted in favour of the Buyer in Closing Working Capital;

(e)

undetermined or inchoate construction or repair or storage liens arising in the ordinary course of the business of the Bioriginal Group Company, a claim for which has not been filed or registered pursuant to law or notice in writing of which has not been given to the Bioriginal Group, and only if the amount thereof at the Closing Date is shown as a Current Liability in Closing Working Capital;

(f)

any reservations or exceptions contained in the original grants from the Crown;

(g)

easements, including rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services and any registered restrictions or covenants that run with the land, provided that there has been compliance with the provisions thereof and that they do not in the aggregate materially detract from the value of the Real Property and will not materially and adversely affect the ability of the Bioriginal Group Company to carry on its Business as it has been carried on in the past;

(h)

zoning by-laws, ordinances or other restrictions as to the use of Real Property, and agreements with other Persons registered against title to the Lands, provided that they do not in the aggregate materially detract from the value of the Real Property and will not materially and adversely affect the ability of the Bioriginal Group Company to carry on its Business as it has been carried on in the past; and

(i)

those Encumbrances set forth on Schedule 1.1(iv);

1.2

Generally Accepted Accounting Principles

1.3

Headings and References

1.4

Number and Gender

1.5

Schedules

Schedule

Description of Schedule

1.1(i)

Equipment

1.1(ii)

Excluded Assets

1.1(iii)

Excluded Liabilities

1.1(iv)

Encumbrances

1.1(v)

Pre-Closing Reorganization

1.1(vi)

Products

1.1(vii)

Reference Statement

1.1(viii)

Estimated Closing Cash

1.1(ix)

Estimated Closing Debt

1.1(x)

Estimated Closing Working Capital Adjustment

2.1

Purchased Shares

2.2

Calculation of Earn Out

2.2(b)

Issuance of Consideration Shares

2.3

Form of Escrow Agreement

3.1.1

Corporate Matters

3.1.2

Absence of Conflicting Agreements

3.1.3

List Of Required Consents

3.1.4

Authorized And Issued Securities Of Bioriginal Group

3.1.6

Debentures

3.1.7

Subsidiaries and Other Interests

3.1.9

Financial Statements

3.1.10

Liabilities After Effective Time

3.1.11

Debt and Guarantees

3.1.12

Changes

3.1.13

Unusual Transactions

3.1.14

Tax Information

3.1.16

List Of Licences

3.1.17

Restrictions on Business

3.1.18

Location of Assets

3.1.22

Equipment Leases

3.1.23

Contracts

3.1.24

Lands

3.1.25

Leases of Real Property, Non Disturbance Agreements and Forbearance/Waiver Agreements

3.1.27

Environmental Matters

3.1.28

Employees

3.1.30

Benefit Plans

3.1.33

Litigation

3.1.34

Insurance Policies

3.1.35

Intellectual Property

3.1.36

Major Customers And Suppliers

3.1.37

Trade Allowances

3.1.38

Healthcare Matters

3.1.39

Product Warranties and Liabilities

3.1.40

Government Grants

3.1.41

Certain Interests

3.1.43

Bank Accounts

3.1.46

Privacy Disclosures

3.1.48

Export Control Laws

3.1.49

Protection of Confidential Information

3.1.53

Addresses of Management Sellers

3.2.1

Corporate Matters of Sellers

3.2.5

Consents and Approvals

4.5

Indemnification and Insurance

6.1(c)

Consents, Authorizations and Registrations Of Buyer

6.1(g)

Form Of Release

6.1(h)

Form Of Opinion Of Counsel For Sellers and the Principals

8.3

Rules Of Procedure For Arbitration

1.6

References to Statutes

1.7

Applicable Law

1.8

Currency

1.9

Consent

1.10

Performance on Holidays

1.11

Calculation of Time

1.12

Knowledge

1.13

No Third Party Beneficiaries

1.14

No Strict Construction

1.15

Several Obligations

(a)

All representations, warranties, covenants, obligations and Liabilities of the Sellers and the Principals in this Agreement or any document or agreement delivered pursuant to this Agreement, are several in respect of such Sellers and the Principals (and not joint or joint and several) except as provided in Subsection 1.15(b).

(b)

The representations, warranties, covenants, obligations and Liabilities of the Corporate Management Sellers are, with respect to their respective Principals, joint and several. For greater certainty, (i) the representations, warranties, covenants, obligations and Liabilities of JD-PRMiM, Montevideo and ▇▇▇▇▇ are joint and several, and (ii) the representations, warranties, covenants, obligations and Liabilities of Vitaefit and ▇▇▇▇▇▇▇▇ are joint and several.

2.1

Purchase and Sale of the Purchased Shares

(a)

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Time, the Buyer agrees to purchase the Purchased Shares from each of the Sellers in the amount set forth opposite each Seller’s name on Schedule 2.1, and each of the Sellers agrees to sell all of such Purchased Shares and to transfer such Purchased Shares to the Buyer.

2.2

Purchase Price

(a)

The aggregate purchase price payable at Closing for the Purchased Shares purchased from (i) the Non-Management Sellers is Forty-Four Million, Eight Hundred Eighty Thousand, Two Hundred Twenty-Five Dollars ($44,880,225) (the “Non-Management Purchase Price”), and (ii) the Management Sellers is Twenty-Eight Million, Two Hundred Five Thousand, Four Hundred Fifty-Eight Dollars ($28,205,458) (the “Management Purchase Price”), for a total of Seventy-Three Million, Eighty-Five Thousand, Six Hundred Eighty-Three Dollars ($73,085,683) payable to the Sellers in the aggregate, plus (A) the amount of the Estimated Closing Cash, minus (B) the amount of the Estimated Closing Debt and plus or minus (as the case may be) (C) the Estimated Closing Working Capital Adjustment. Such net amount prior to being adjusted as set forth in Section 2.7 is herein called the “Estimated Closing Cash Purchase Price” and as adjusted pursuant to Section 2.7 on the Adjustment Date is herein called the “Closing Cash Purchase Price”.

(b)

In addition to the Closing Cash Purchase Price paid to the Management Sellers, Buyer will deliver, as additional consideration for the Purchased Shares purchased from the Management Sellers, the Consideration Shares into escrow to be held on and subject to the terms of Section 2.9, with such Consideration Shares being allocated among the Management Sellers as provided in Schedule 2.2(b).

(c)

In addition to the Consideration Shares issued to the Management Sellers and the Closing Cash Purchase Price paid to the Management Sellers, Buyer will pay to each Management Seller, as consideration for the Purchased Shares purchased from such Management Seller, his, her or its Pro Rata Earn Out Entitlement (as defined in Schedule 2.2) in accordance with the provisions set forth in Schedule 2.2.

2.3

Payment of Closing Cash Purchase Price

(a)

by the wire transfer by the Buyer at the Closing Time of Four Hundred Thousand Dollars ($400,000) (the “Escrow Amount”) to the Escrow Agent to be held pursuant to the Escrow Agreement until the Adjustment Date in accordance with Section 2.7;

(b)

by the wire transfer by the Buyer at the Closing Time of Two-Hundred and Fifty Thousand Dollars ($250,000) (the “Special Escrow Amount”) to the Escrow Agent to be held pursuant to the Escrow Agreement until the time provided in the Escrow Agreement; and

(c)

by the wire transfer by the Buyer at the Closing Time, of the remaining amount of the Estimated Closing Cash Purchase Price (after deduction of the Escrow Amount and the Special Escrow Amount) as follows: (i) to the Sellers’ Counsel on behalf of the Non-Management Sellers, the balance of the Non-Management Distribution Amount in accordance with each Non-Management Seller's pro rata ownership of the Purchased Shares relative to the other Non-Management Sellers as set forth on Schedule 2.1, and (ii) to the Sellers’ Counsel on behalf of the Management Sellers, the balance of the Management Distribution Amount in accordance with each Management Seller’s pro rata ownership of the Purchased Shares relative to the other Management Sellers as set forth on Schedule 2.1.

2.4

Effective Time

(a)

all economic benefits of the Business from and after the Effective Time and prior to the Closing Time shall be for the account of the Buyer; and

(b)

all Liabilities incurred and/or accrued by the Business from and after the Effective Time and prior to the Closing Time shall be for the account of the Buyer (and for greater certainty the foregoing shall not in any way affect the Buyer’s right to indemnification under Section 7.2 relating to the period from and after the Effective Time).

2.5

Post-Closing Review

(a)

Forthwith following the Closing Time, the Buyer shall, at its expense, prepare the calculation of the Closing Working Capital, the Closing Debt and the Closing Cash. The calculation of Closing Working Capital, Closing Debt and Closing Cash shall be prepared in accordance with GAAP, applied in a manner consistent with the Reference Statement.

(b)

The Buyer shall:

(i)

ensure that the Sellers’ Transaction Representative and its representatives are permitted to be present at any determination of Inventory amounts and any other similar procedures used in preparing the Closing Working Capital; and

(ii)

deliver the calculation of Closing Working Capital, Closing Debt and Closing Cash to the Sellers’ Transaction Representative within ninety (90) days after the Closing Date.

2.6

Determination of Value of Inventory and Accounts Receivable

(a)

The Sellers’ Transaction Representative and the Buyer shall, as soon as practicable following the Closing Date and in any event no later than the date that is ninety (90) days after the Closing Date, determine the amounts of the Inventory as at the Effective Time. The Inventory shall be valued at the lower of actual cost or net realizable value determined in accordance with GAAP, consistently applied, with appropriate provision being made for damaged and obsolete Inventory. The Inventory shall be valued at the lower of actual cost or net realizable value determined in accordance with GAAP, on a basis consistent with that used in the preparation of the Financial Statements.

(b)

The value of the Accounts Receivable at the Effective Time shall be their face amount less, without duplication, (i) a reasonable allowance for doubtful accounts, and (ii) associated customer rebates, if any, all as determined in accordance with GAAP, applied in a manner consistent with the preparation of the latest annual audited balance sheet included in the Financial Statements.

2.7

Closing Cash Purchase Price Adjustment

(a)

if the Closing Working Capital Adjustment is less than (for greater clarity, is less positive or more negative than) the Estimated Closing Working Capital Adjustment, then the amount of such deficiency shall be deducted from the Closing Cash Purchase Price;

(b)

if the Closing Working Capital Adjustment is greater than (for greater clarity, is more positive or less negative than) the Estimated Closing Working Capital Adjustment, then the amount of such excess shall be added to the Closing Cash Purchase Price;

(c)

if the amount of the Estimated Closing Debt is greater than the amount of the Closing Debt, the amount of such excess shall be added to the Closing Cash Purchase Price;

(d)

if the amount of the Estimated Closing Debt is less than the amount of the Closing Debt, the amount of such deficiency shall be deducted from the Closing Cash Purchase Price;

(e)

if the amount of the Estimated Closing Cash is greater than the Closing Cash, the amount of such excess shall be deducted from the Closing Cash Purchase Price; and

(f)

if the amount of the Estimated Closing Cash is less than the Closing Cash, the amount of such deficiency shall be added to the Closing Cash Purchase Price.

2.8

Settlement of Disputes

(a)

If the Sellers disagree with the calculation of Closing Working Capital, Closing Debt or Closing Cash, the Sellers’ Transaction Representative shall give notice to the Buyer of such disagreement no later than the close of business on the thirtieth (30^th) day following the delivery of Buyer’s calculation to the Sellers’ Transaction Representative. If no such notice is given, the Parties shall be deemed to have accepted the Closing Working Capital, the Closing Debt and the Closing Cash, which shall then be final and binding on the Parties.

(b)

Any notice of disagreement given by the Sellers’ Transaction Representative pursuant to Section 2.8(a) shall set forth in detail the particulars and the dollar amount (or, if such dollar amount is not known, a genuine estimate of such dollar amount) of such disagreement. The Sellers’ Transaction Representative and the Buyer shall then use reasonable efforts to resolve such disagreement for a period of thirty (30) days following the giving of such notice.

(c)

If the matter is not resolved by the end of such thirty (30) day period, then such disagreement shall be submitted by the Parties to an independent accountant to be mutually agreed between the Buyer and the Sellers’ Transaction Representative within ten (10) days of the end of such thirty (30) day period (the “Independent Accountant”). If the Buyer and Sellers’ Transaction Representative are unable to agree on an Independent Accountant with such ten (10) day period or the agreed upon independent accountant refuses to act as the Independent Accountant, then either the Sellers’ Transaction Representative or the Buyer may apply to a court under The Arbitration Act, 1992 (Saskatchewan) for the appointment of an Independent Accountant. The Independent Accountant shall, as promptly as practicable (but in any event within sixty (60) days following its appointment), make a determination of the items in dispute, based solely on written submissions and information submitted by the Parties to the Independent Accountant which shall be in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Independent Accountant shall consider only the disputed matters that were properly included in the notice of disagreement and the Independent Accountant may not assign a value to any item in dispute greater than the greatest value assigned by the Buyer, on the one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand. The decision of the Independent Accountant as to the items in dispute shall be final and binding upon all Parties. The Independent Accountant shall allocate its expenses between the Buyer and the Sellers based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party.

2.9

Issuance of Consideration Shares

(a)

in the event that a Management Seller, or in the case of a Corporate Management Seller, its Principal, is given notice prior to the Vesting Date of the termination of his or her employment by the Buyer or one of its Affiliates for Cause, all of such Seller’s rights to its Consideration Shares shall immediately terminate, such Consideration Shares shall not vest and shall be returned to Omega for cancellation and such Seller’s right to receive such Consideration Shares shall forever be extinguished;

(b)

in the event that a Management Seller, or in the case of a Corporate Management Seller, its Principal, resigns prior to the Vesting Date from his or her employment with the Buyer or one of its Affiliates for reasons other than Constructive Dismissal, all of such Seller’s right to its Consideration Shares shall immediately terminate, such Consideration Shares shall not vest and shall be returned to Omega for cancellation and such Seller’s right to receive such Consideration Shares shall forever be extinguished;

(c)

in the event that a Management Seller’s employment, or in the case of a Corporate Management Seller, its Principal’s employment, with the Buyer or one of its Affiliates is terminated prior to the Vesting Date without Cause, a Management Seller, or in the case of a Corporate Management Seller, its Principal, resigns prior to the Vesting Date from his or her employment with the Buyer or one of its Affiliates because of Constructive Dismissal or in the event of a Management Seller’s or Principal’s Disability or death prior to the Vesting Date, as applicable, then the Vesting Date for all Consideration Shares to which such Seller would otherwise be entitled shall be accelerated so that all such formerly unvested Consideration Shares reserved for issuance to such Seller shall immediately be fully vested, released from escrow and provided to such Seller;

(d)

in the event, prior to the release of Consideration Shares from escrow, there is any change in the number of issued and outstanding common shares of Omega by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made to the number of Consideration Shares being held subject to release pursuant to Section 2.9, provided that if the foregoing adjustment shall result in a fractional common share of Omega, the Management Seller shall receive the cash equivalent of such fractional share in lieu of such fractional share;

(e)

in the event, prior to the release of Consideration Shares from escrow, there is a “Change in Control”, as defined in Omega’s 2006 Incentive Plan, which is attached as an Exhibit to Omega’s 2006 proxy statement filed on ▇▇▇▇▇, all of the Consideration Shares shall vest and shall be released from escrow on completion of such Change in Control; and

(f)

in the event, prior to the release of Consideration Shares from escrow, any cash dividend is paid to the holders of the issued and outstanding common shares of Omega, the dividend payable in respect of each Consideration Share shall be paid to each Management Seller in accordance with his or her entitlement to unvested Consideration Shares.

3.1

Representations and Warranties of the Sellers and the Principals

3.1.1

Corporate Matters

(a)

Each Bioriginal Group Company is a corporation duly incorporated, organized and validly existing under the laws of its jurisdiction of incorporation (as identified in Schedule 3.1.1). No proceedings have been taken or authorized by any of the Sellers or by any Bioriginal Group Company or, to any Selling Party’s knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of any Bioriginal Group Company.

(ii)

Neither the nature of the Business nor the location or character of any of the Assets requires any Bioriginal Group Company to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation or to be in good standing in any jurisdiction other than jurisdictions where it is duly registered, licensed or otherwise qualified and in good standing for such purpose as identified in Schedule 3.1.1.

(c)

A true copy of the Articles and all by-laws of each of the Material Subsidiaries and Bioriginal has been delivered to the Buyer by the Sellers and such Articles and such by-laws of the Material Subsidiaries and Bioriginal as so delivered constitute all of the constating documents and by-laws of the Material Subsidiaries and Bioriginal, are complete and correct and are in full force and effect, unamended.

(d)

All corporate records of Bioriginal (original or true copies of which from February 1, 1999 to the date of this Agreement have been made available to the Buyer’s solicitors for review) have been maintained in all material respects in accordance with Applicable Law and contain complete and accurate:

(i)

minutes of all meetings of the directors, any committee thereof and the shareholders of Bioriginal (including, for certainty, all predecessor corporations of Bioriginal);

(ii)

originals or true copies of all resolutions of the directors, any committee thereof and the shareholders of Bioriginal passed by signature in writing (including, for certainty, all predecessor corporations of Bioriginal); and

(iii)

all waivers, notices, ledgers and other documents required by Applicable Law to be contained therein;

(e)

All corporate records of each Material Subsidiary (original or true copies of which are in the possession of each Material Subsidiary, or to which each Material Subsidiary has access, have been made available to the Buyer’s solicitors for review (the “Disclosed Records”)) have been maintained in all material respects in accordance with Applicable Law. The Disclosed Records contain complete and accurate:

(i)

minutes of all meetings of the directors, any committee thereof and the shareholders of each Material Subsidiary (including, for certainty, all predecessor corporations of each Material Subsidiary) at which any material business was conducted;

(ii)

originals or true copies of all resolutions of the directors, any committee thereof and the shareholders of each Material Subsidiary passed by signature in writing (including, for certainty, all predecessor corporations of each Material Subsidiary); and

(iii)

all waivers, notices, ledgers and other documents required by Applicable Law to be contained therein where such failure to include such document would result in a material breach of Applicable Law;

(ii)

Any applicable security transfer or documentary stamp taxes payable in respect of all Bioriginal Group Securities have been duly paid.

(g)

The list of directors and officers in Schedule 3.1.1 constitutes a complete and accurate list of all officers and directors of each Bioriginal Group Company.

3.1.2

Absence of Conflicting Agreements

(a)

contravenes or results in, or will contravene or result in, a violation of or a default under or a right of termination (with or without the giving of notice or lapse of time, or both) or in the acceleration of any obligation under:

(i)

any Licence;

(ii)

the Governing Documents or directors’ or shareholders’ resolutions of any Bioriginal Group Company; or

(iii)

the provisions of any agreement, including any mortgage, charge, security document, obligation or instrument, to which any Bioriginal Group Company is a party, or by which any of them are bound or affected;

(b)

results in the creation or imposition of any Encumbrance on any of the Assets; or

(c)

relieves any other party to any Contract of that party’s obligations thereunder or enables it to terminate its obligations thereunder;

3.1.3

Consents and Approvals

(a)

the Closing;

(b)

the execution and delivery by the Sellers of this Agreement or the Closing Documents to which any of them is a party; or

(c)

the observance and performance by the Sellers of their obligations under this Agreement or the Closing Documents to which any of them is a party;

3.1.4

Authorized and Issued Securities of the Bioriginal Group

3.1.5

No Options or Other Rights

3.1.6

Debentures

3.1.7

Subsidiaries and Other Interests

(a)

Except as disclosed on Schedule 3.1.1, Bioriginal does not have any direct or indirect Subsidiaries. The Bioriginal Group Company identified in Schedule 3.1.4 as the owner thereof has good and marketable title to the issued and outstanding shares in the capital of the Bioriginal Group Subsidiary owned by it, free and clear of all Encumbrances. Other than the ownership of the Bioriginal Group Subsidiaries, no Bioriginal Group Company owns any shares in or securities of any other body corporate.

(b)

Except as disclosed on Schedule 3.1.7, no Bioriginal Group Company is, nor has any Bioriginal Group Company agreed to become, a partner, member, owner, proprietor or equity investor of or in any partnership, joint venture, co-tenancy or other similar jointly-owned business undertaking. No Bioriginal Group Company has agreed to acquire or lease any other business operation, nor does any Bioriginal Group Company have any other investment interest in any business owned or controlled by any third party.

(c)

Other than the Material Subsidiaries, Bioriginal does not have any material Subsidiaries. Except as disclosed on Schedule 3.1.7, none of the Subsidiaries that are not Material Subsidiaries carry on any business, own any assets or have any Liabilities and each such Subsidiary has been inactive for no less than the past five (5) years.

3.1.8

Books and Records

(a)

The Sellers have disclosed the existence of and made available for review by the Buyer all Books and Records. The Books and Records fairly and correctly set out and disclose in all material respects the Business and financial position of the Bioriginal Group in accordance with Applicable Laws and GAAP and all financial transactions, assets and Liabilities relating to the Bioriginal Group have been accurately recorded in the Books and Records. Without limiting the generality of the foregoing, no Bioriginal Group Company has engaged in any material transaction with respect to its Business, maintained any bank accounts or used any of its funds in the conduct thereof except for transactions, bank accounts and funds that have been and are reflected in the normally maintained books and records of such Bioriginal Group Company.

(b)

No information, records or systems pertaining to the operation or administration of any Bioriginal Group Company are in the possession of, recorded, stored or maintained by, or otherwise dependent on, any other Person.

3.1.9

The Financial Statements

(a)

have been prepared in accordance with Generally Accepted Accounting Principles, applied on a basis consistent with that of the preceding periods;

(b)

except as disclosed in Schedule 3.1.9, are complete and accurate in all material respects;

(c)

accurately, in all material respects, disclose the assets, Liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Bioriginal Group and the results of the operations of the Bioriginal Group, as at the dates thereof and for the periods covered thereby;

(d)

reflect, in all material respects, all proper accruals as at the dates thereof and for the periods covered thereby of all amounts which, though not payable until a time after the end of the relevant period, are attributable to activities undertaken during or prior to that period; and

(e)

contain or reflect reasonable reserves for all liabilities and obligations of the Bioriginal Group of any nature in accordance with GAAP.

3.1.10

Undisclosed Liabilities

(a)

Liabilities disclosed or provided for in the Financial Statements; and

(b)

Liabilities incurred in the ordinary course of business since the Bring-Down Date or as a result of the Pre-Closing Reorganization, which are recorded in the Books and Records in accordance with GAAP, and which are not, in the aggregate, material and adverse to the Bioriginal Group or the Purchased Shares, or to the Condition of the Business and do not violate any covenant contained in this Agreement or constitute a breach of any representation or warranty made in or pursuant to this Agreement.

3.1.11

Absence of Debt; Guarantees

(a)

Except as described on Schedule 3.1.11, no Bioriginal Group Company has any outstanding Debt.

(b)

Except as described on Schedule 3.1.11, no Bioriginal Group Company has given or agreed to give, nor is any Bioriginal Group Company a party to or bound by, any guarantee, surety or other financial accommodation of or relating to Debt or other obligations of any third party nor any other commitment by which any Bioriginal Group Company is, or is contingently, responsible for any such Debt or other obligations.

(c)

As of the Effective Time, the principal amount of not more than $23,750,000 was outstanding under the Term Debt.

(d)

Except as disclosed in Schedule 3.1.11, no Bioriginal Group Company is party to any lease of any property which is a lease that would be required to be classified and accounted for as a capital lease in accordance with GAAP.

(e)

No Bioriginal Group Company has any current payment obligations in respect of banker’s acceptances or letters of credit which are not evidenced by trade payables.

3.1.12

Absence of Changes

(a)

Since the Bring-Down Date, except as set out in Part I of Schedule 3.1.12 or pursuant to the Pre-Closing Reorganization, and since the Effective Time without such exceptions:

(i)

the Bioriginal Group has conducted the Business in the ordinary course, and no Bioriginal Group Company has incurred any Debt, obligation or Liability out of the ordinary course of business or of an unusual or extraordinary nature and each Bioriginal Group Company has used its best efforts to preserve the Business and the Assets;

(ii)

there has not been any change in the Business other than changes in the ordinary course of business, and such changes in the aggregate, have not been and have not had nor may they be reasonably expected to have, either before or after the Closing Time, a Material Adverse Change;

(iii)

there has not been any change in, or creation of, any Applicable Law, any termination, amendment or revocation of any Licence or any damage, destruction, loss, labour dispute or other event, development or condition of any character (whether or not covered by insurance) which has had, or could have, a Material Adverse Change; and

(iv)

there has not been any change in the accounting principles, policies, practices or procedures of the Bioriginal Group or their application to the Bioriginal Group.

(b)

Since the Effective Time, except as disclosed in Part II of Schedule 3.1.12, the Bioriginal Group has not incurred and/or accrued any single Liability (i) in the ordinary course of business in excess of $100,000, or (ii) outside of the ordinary course of business.

3.1.13

Absence of Unusual Transactions

(a)

transferred, assigned, sold or otherwise disposed of any of the Assets or cancelled any Debt or claims except for Inventory disposed of in the ordinary course of business;

(b)

incurred or assumed any Debt, obligation or Liability (fixed or contingent) other than Debt, obligations and Liabilities included in the Financial Statements or refinanced or re-characterized any Debt, Current Liability, obligation or Liability, and obligations and Liabilities incurred since the Bring-Down Date in the ordinary course of business which are not, individually or in the aggregate, material to such Bioriginal Group Company;

(c)

settled any Liability, claim, dispute, proceeding, suit or appeal pending against it or against any of the Assets;

(d)

discharged or satisfied any Encumbrance, or paid any obligation or Liability (fixed or contingent), other than Liabilities included in the Financial Statements and Liabilities incurred since the Bring-Down Date that have been discharged, satisfied or paid in the ordinary course of business;

(e)

suffered an operating loss or any extraordinary loss;

(f)

made any material change in the method of billing customers or the credit terms made available to customers or made any material changes to its sales, management, collection or credit granting practices;

(g)

made any material change with respect to any method of management operation or accounting in respect of the Business;

(h)

waived, or omitted to take any action in respect of, any rights of substantial value or entered into any commitment or transaction if such waiver, loss of rights, commitment or transaction is or would be material in relation to the Assets or the Business;

(i)

hired or dismissed any Employee (or, in the case of the period prior to the Effective Time only, any Employee whose annual salary exceeds $100,000);

(j)

increased the compensation paid or payable to any of its Employees or increased the benefits to which such Employees are entitled under any Benefit Plan or created any new Benefit Plan for any of such Employees or Former Employees;

(k)

created any Encumbrance on any of the Assets or suffered or permitted any such Encumbrance that has arisen on the Assets since that date to remain;

(l)

modified, amended or terminated any Contract, agreement or arrangement to which it is or was a party, or waived or released any right which it has or had, other than in the ordinary course of business;

(m)

issued or sold any Bioriginal Group Securities or any bonds, debentures or other securities, or issued, granted or delivered any right, option or other commitment for the issuance of any such securities;

(n)

declared or paid any dividend or other distribution in respect of any Bioriginal Group Securities or purchased or redeemed any Bioriginal Group Securities;

(o)

entered into or become bound by any Contract in effect as of the date of this Agreement which is outside of the ordinary course of business (or, in the case of the period prior to the Effective Time only, which may result in the payment of money by the Bioriginal Group of an amount in excess of $1,000,000 with respect to all transactions/or whose term is greater than five (5) years);

(p)

suffered a Material Adverse Change; or

(q)

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

3.1.14

Tax Matters

(a)

Tax Returns. Each Bioriginal Group Company has prepared and filed all material Tax Returns on time and with all appropriate Governmental Authorities for all fiscal periods ending prior to March 31, 2014 or otherwise required to be filed prior to the Closing Time. Each such Tax Return was correct and complete in all material respects. True copies of all Tax Returns prepared and filed by the Bioriginal Group during the past three years have been given to the Buyer on or before the date hereof. Each jurisdiction in which a Bioriginal Group Company has filed a Tax Return in the past three years is listed on Schedule 3.1.14.

(b)

Payment of Taxes. Each Bioriginal Group Company has paid all Taxes due and payable by it or for which it is liable, whether or not such Taxes were reflected on its Tax Returns, and has paid all assessments and reassessments it has received in respect of Taxes. Each Bioriginal Group Company has paid in full all Taxes accruing due on or before the date hereof which are not reflected in its Tax Returns or will have made adequate provision in the Financial Statements for the payment of such Taxes. The provisions for Taxes reflected in the Financial Statements are sufficient to cover all Liabilities for Taxes that have been assessed against the Bioriginal Group, whether or not disputed, or that are accruing due by the Bioriginal Group during the periods covered by the Financial Statements and all prior periods. Since the date of such statements, no Bioriginal Group Company has incurred any Liability, whether actual or contingent, for Taxes or engaged in any transaction or event which could result in any Liability, whether actual or contingent, for Taxes, other than in the ordinary course of business.

(c)

Reassessments. There are no reassessments of Taxes that have been issued and are outstanding. No Governmental Authority has challenged, disputed or questioned any Bioriginal Group Company in respect of Taxes or of any Tax Returns. No Bioriginal Group Company is negotiating any draft assessment or reassessment with any Governmental Authority in respect of Taxes. No Bioriginal Group Company is currently the beneficiary of any agreement, waiver, or other arrangement providing for an extension of time within which to file any Tax Return or pay any Tax or that would extend the statutory period in which a taxing authority may assess, reassess or collect a Tax against any Bioriginal Group Company. Assessments under the Tax Act and all other applicable legislation of like effect have been made with respect to the Bioriginal Group covering all past periods through the fiscal year ended March 31, 2013.

(d)

Withholdings. Each Bioriginal Group Company has withheld from each payment made or deemed to have been made to any of its present or former employees, officers and directors, and to all Persons who are non-residents of Canada for the purposes of the Tax Act all amounts required by law and will continue to do so until the Closing Time and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority. Each Bioriginal Group Company has remitted all Taxes payable by it in respect of its employees and has or will have remitted such amounts to the proper Governmental Authority within the time required by Applicable Law. Each Bioriginal Group Company has charged, collected and remitted on a timely basis all Taxes as required by Applicable Law on any sale, supply or delivery whatsoever, made by such Bioriginal Group Company.

(e)

Reserves. Paragraph 214(3)(a) of the Tax Act has not applied as a result of any transaction or event involving the Bioriginal Group. No Bioriginal Group Company has claimed, nor will it claim, any reserve under any one or more of subparagraph 40(1)(a)(iii), or paragraphs 20(1)(m) or 20(1)(n) of the Tax Act or any equivalent or analogous provision of any applicable provincial or territorial legislation, if as a result any amount could be included in the Bioriginal Group’s income for any period ending on or immediately before Closing or for a period ending after Closing. No Bioriginal Group Company is subject to a Liability for Taxes of any other Person, including Liability arising under section 160 of the Tax Act or any equivalent or analogous provision of any applicable provincial or territorial legislation, or Liability under any agreement under section 191.3 of the Tax Act. No Bioriginal Group Company has made any payments, nor is any Bioriginal Group Company obligated to make any payments, nor is it a party to any agreement under which it could be obligated to make any payments, that will not be deductible in computing its income under the Tax Act by virtue of section 67 of the Tax Act.

(f)

Value Added, Sales and Use Taxes. Each Bioriginal Group Company has charged, collected, reported, remitted and paid all applicable Canadian federal and provincial value added, sales and use taxes and have maintained all of the documents and other records required by law in respect of such taxes, as well as in respect of any claimed Tax credits, refunds, rebates or exemptions.

(g)

Tax Elections. No Bioriginal Group Company is a party to any Tax election, except as disclosed at Schedule 3.1.14.

(h)

Residence and Sales Tax Registrations. Each Bioriginal Group Company is registered for all Sales Taxes as required by law.

(i)

Non-arm’s Length Transactions. No transaction or arrangement between any Bioriginal Group Company and any Person with whom any Bioriginal Group Company was not dealing at arm’s length within the meaning of Tax Act involving the acquisition, delivery, disposition or provision of property or services or the right to use property or services, took place for consideration that is other than the fair market value for such property, services or right and such transaction or arrangement was made on arm’s length terms and conditions. Each Bioriginal Group Company has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act with respect to all transactions and arrangements between such Bioriginal Group Company and any non-resident person, within the meaning of the Tax Act, with whom such Bioriginal Group Company was not dealing at arm’s length, within the meaning of the Tax Act.

(j)

Specified Tax Provisions. There are no circumstances existing and no transaction or event or series of transactions or events has occurred which could result in the application of any of sections 17, 78, 80, 80.01, 80.02, 80.03, 80.04, of the Tax Act or any equivalent or analogous provision of any applicable provincial legislation to any Bioriginal Group Company.

(k)

No Withholding Tax. The Purchased Shares have never derived their value more than 50% from real or immovable property situated in Canada and are not “taxable Canadian property”.

(l)

Tax Jurisdictions. No Governmental Authority of a jurisdiction in which a Bioriginal Group company does not file Tax Returns has made any claim that such entity is or may be subject to taxation by such jurisdiction. To each Selling Party’s knowledge, there is no basis for a claim that a Bioriginal Group Company is subject to Tax in a jurisdiction in which it does not file Tax Returns.

(m)

Foreign Affiliates. No more than 75% of the fair market value of the shares of Bioriginal are derived from shares of a “foreign affiliate” (within the meaning of the Tax Act) of Bioriginal.

(n)

U.S. FIRPTA. No Bioriginal Group Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the preceding five (5) years.

3.1.15

Compliance with Applicable Law

3.1.16

Licences

3.1.17

Restrictions on Business

(a)

Except as disclosed in Schedule 3.1.17, no Bioriginal Group Company is a party to or bound or affected by any agreement, lease, mortgage, charge, security document, obligation or instrument or subject to any restriction in the Articles, its by-laws or its directors’ or shareholders’ resolutions or subject to any restriction imposed by any Governmental Authority or subject to any Applicable Law or Order, which could materially restrict or interfere with the conduct of the Business or its use of the Assets or which could limit or restrict or otherwise adversely affect the Purchased Shares, the Assets or the Condition of the Business, other than statutory provisions and restrictions of general application to the Business and as set forth in the Shareholders’ Agreement.

(b)

The Bioriginal Group has the benefit of the restrictive covenants described in Schedule 3.1.17 and such restrictive covenants are in good standing.

3.1.18

Title to Assets

3.1.19

Accounts Receivable

3.1.20

Inventory

3.1.21

Equipment

3.1.22

Equipment Leases

3.1.23

Contracts

(a)

Except for the Contracts listed in Schedule 3.1.23 and Schedule 3.1.30, the Leases and Equipment Leases (such Contracts, Leases, and Equipment Leases are collectively referred to herein as the “Material Contracts”), non-disclosure agreements entered into in the ordinary course of business, and Contracts with growers for the production of crops to be purchased by a Bioriginal Group Company with a term of no greater than one (1) year, no Bioriginal Group Company is a party to or bound by any Contract (i) involving aggregate payments to or by or Liabilities of any Bioriginal Group Company in excess of $500,000 (or, solely in the case of any Contract that is an unfilled purchase order, $1,000,000), (ii) that is not in the ordinary course of the Business, (iii) containing continuing covenants limiting the freedom of any Bioriginal Group Company to compete in any line of business with any Person or in any area or territory, (iv) relating to the incurrence, assumption or guarantee of any Debt or imposing an Encumbrance on any Assets, (v) involving the licensing of any Material Owned Business Intellectual Property or Licensed Intellectual Property, (vi) providing for severance, retention, change in control or other similar payments, (vii) that is not terminable by the Bioriginal Group without penalty on notice of 30 days or less, (viii) that relates to Tax-sharing, (ix) that involves any loan or equity investment, or any commitment to extend any loan or make any equity investment, by any Bioriginal Group Company, or (x) providing for any partnership, joint venture, co-tenancy or similar jointly owned business undertaking. True and correct copies of the Material Contracts have been posted in the Virtual Data Room. The Material Contracts are the only Contracts that are material to the Business.

(b)

Except as disclosed on Schedule 3.1.23:

(i)

each of the Material Contracts is in good standing and in full force and effect with no amendments;

(ii)

each of the Material Contracts is valid and binding and enforceable in accordance with their respective terms against the parties thereto;

(iii)

the Bioriginal Group Company party thereto has complied with all material terms thereof, has paid all amounts due thereunder and has not waived any rights thereunder, and no default or breach exists in respect thereof on the part of the Bioriginal Group Company party, or to any Selling Party’s knowledge, any of the other parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach; and

(iv)

all amounts payable to a Bioriginal Group Company under the Material Contracts continue to be due and owing to such Bioriginal Group Company without any right of set-off.

(c)

The terms of each material oral Contract to which any Bioriginal Group Company is party are described in Schedule 3.1.23.

3.1.24

Real Property and Leased Premises

(a)

Legal Description. Schedule 3.1.24 sets forth a complete and correct legal description of the Lands and the name of the Bioriginal Group Company which, in each case, is the registered and beneficial owner in fee simple with good and marketable title to such Lands free and clear of all title defects and Encumbrances except Permitted Encumbrances.

(b)

Access. Each Bioriginal Group Company has such rights of entry and exit to and from its Real Property and Leased Premises as are reasonably necessary to carry on the Business substantially in the manner in which it is currently carried on.

(c)

No Transfer or Disposition. Except for the Excluded Bioriginal Property, no Bioriginal Group Company has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair such Bioriginal Group Company’s right, title and interest in and to its Real Property or the air, density and easement rights relating to its Real Property.

(d)

Flood Hazard Area. No portion of the Real Property or the Leased Premises is located in a flood hazard area as designated by a Governmental Authority or is subject to any restrictions or fill regulations of any Governmental Authority.

(e)

No Liens. Except for Permitted Encumbrances, there are no liens or certificates of action affecting or registered against the Real Property, nor any claims outstanding relating to the Real Property that may be registered, pursuant to Applicable Law.

(f)

Servicing. The Real Property and the Leased Premises are fully serviced to permit the Business to be carried on as currently carried on. To each Selling Party’s knowledge, without independent inquiry, all public roads and streets necessary for service of and access to the Real Property and the Leased Premises, both legal and physical, for the current or contemplated use thereof have been completed.

(g)

No Work Orders. There are no work orders or orders to comply outstanding against the Real Property or the Leased Premises and no Bioriginal Group Company has received a deficiency notice, request or written advice of any breach of any Applicable Law in respect of the foregoing which could, if not corrected, become a work order or could require performance of work or expenditure of money by a Bioriginal Group Company to correct.

(h)

No Encumbrances. Except for Permitted Encumbrances, there are no Encumbrances affecting or registered against the title of any Real Property.

(i)

Zoning. The Real Property and the Leased Premises are zoned to permit their current uses and the Buildings comply in all material respects with the by-laws and building codes of each municipality in which they are situate. No part of the Real Property or the Leased Premises is subject to any building or use restriction that would restrict or prevent the use and operation of the Real Property or the Leased Premises for its current use. No Bioriginal Group Company has outstanding any application for a re-zoning of any of the Real Property or the Leased Premises and no Seller is aware, nor is any Principal aware, of any proposed or pending change to any zoning affecting the Real Property or the Leased Premises.

(j)

Boundaries. The Buildings on the Lands are located wholly within the boundaries of such Lands. There are no encroachments affecting the Real Property or the Leased Premises which could affect the ability of the Bioriginal Group to carry on the operations of the Business as they have been carried on in the past or which in the aggregate detract from the value of the Real Property or the Leased Premises.

(k)

Good Repair. Except as disclosed in Schedule 3.1.24, the Buildings, including the roofs and structural elements thereof, the mechanical, electrical, security, heating, cooling, sewer, drainage, septic and plumbing systems, and all equipment necessary for the operation thereof, are in good working condition, reasonable wear and tear excepted, and in good repair and maintenance. No Bioriginal Group Company has received any notice from any insurance company that has issued a policy with respect to any Real Property or Leased Premises requiring performance of any structural or other repairs or alterations to such Real Property or Leased Premises.

(l)

Permitted Encumbrances. All Permitted Encumbrances which are easements or registered agreements or restrictions are in good standing. Each Bioriginal Group Company subject thereto, and, if relevant, each other Person who is a party thereto, has performed all obligations required to be performed by it thereunder and is not in breach or default in any respect thereunder nor has there occurred any event nor does there exist any condition which, in either case, with the giving of notice or the lapse of time, or both, would constitute such a breach or default.

(m)

Easements. All easements, rights-of-way and other similar appurtenant interests necessary for the continued use and operation of the Business are listed in Schedule 3.1.24 and none of such easements, rights-of-way or other interests requires the consent of any other party thereto with respect to the Closing.

(n)

Title. There are no matters or unregistered agreements affecting the right, title and interest of any Bioriginal Group Company in and to the Real Property or the Leased Premises which, in the aggregate, would adversely affect the ability to carry on the Business upon the Real Property and the Leased Premises substantially in the manner in which such operations are currently carried on.

(o)

Options. Except as described in Schedule 3.1.24, no Bioriginal Group Company owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

3.1.25

Leases of Real Property

(a)

Schedule of Leases. Schedule 3.1.25 sets forth a true and complete list of the Leases and identifies the other party to each Lease. There are no Leases to which a Bioriginal Group Company is a party, whether as lessor or lessee, except for the Leases identified in such schedule. There have been no amendments to any of the Leases other than as identified in such Schedule.

(b)

Validity. Each of the Leases is valid and enforceable in accordance with its terms against the parties thereto.

(c)

Use. Each of the Leases covers the entire estate it purports to cover and following Closing, for Leases pursuant to which a Bioriginal Group Company is a lessee, will continue to entitle such Bioriginal Group Company to the use, occupancy and possession of the real property specified in the Lease for the purposes for which such property is currently used.

(d)

Payments. All payments required to be paid by any Bioriginal Group Company pursuant to the Leases have been paid when due and no Bioriginal Group Company is otherwise in default in meeting its obligations under any of the Leases.

(e)

Default. Except as described in Schedule 3.1.25, none of the other parties to the Leases is in default in meeting any of its obligations under its respective Lease and, for Leases pursuant to which a Bioriginal Group Company is a lessor, such Bioriginal Group Company has received all payments due to date under the Leases and is not holding any rental or security deposits.

(f)

Notice of Default. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by any party to any of the Leases and no party to any Lease is claiming any such default or taking any action purportedly based upon any such default.

(g)

No Waiver. No Bioriginal Group Company has waived, or omitted to take any action in respect of, any of its rights under any Lease.

(h)

Non Disturbance Agreements. Except as described in Schedule 3.1.25, to each Selling Party’s knowledge, there are no non-disturbance agreements, lessor forbearance agreements, lessor waiver agreements or similar agreements affecting any of the Leases.

3.1.26

No Expropriation

3.1.27

Environmental Matters Compliance

(a)

All operations of the Bioriginal Group are now and always have been in compliance in all material respects with all applicable Environmental Laws and all Environmental Permits. The representations and warranties in this paragraph (a) are not limited by any of the other representations and warranties set out in the subsequent paragraphs of this Section.

(b)

Environmental Permits. The Bioriginal Group possesses all Environmental Permits necessary to operate the Business. All such Environmental Permits are listed on Schedule 3.1.27. The Environmental Permits are in full force and effect unamended, have been complied with in all material respects and there are no proceedings in progress, or to any Selling Party’s knowledge pending or threatened, which may result in the cancellation, revocation, suspension or modification of any Environmental Permit and there are no facts or circumstances that may result in the cancellation, revocation, suspension or modification of an Environmental Permit. No Environmental Permit will become void or voidable as a result of the Closing nor is any consent of any Person required to the transactions contemplated hereby in order to maintain any Environmental Permit in full force and effect.

(c)

Remedial Orders. None of the Bioriginal Group, the Business nor the Assets are the subject of any Remedial Order or any request from any Governmental Authority that may result in any Remedial Order, nor to any Selling Party’s knowledge has any investigation, evaluation or other proceeding been commenced to determine whether any such Remedial Order is necessary.

(d)

No Offences. Except as disclosed in Schedule 3.1.27,

(i)

no Bioriginal Group Company has been charged with or convicted of an offence for non-compliance with or breach of any Environmental Law or Environmental Permit nor has any Bioriginal Group Company been fined, ticketed, or otherwise sentenced for non-compliance with or breach of any Environmental Law nor has any Bioriginal Group Company settled any prosecution short of conviction for non-compliance with or breach of any Environmental Law or Environmental Permit;

(ii)

no Bioriginal Group Company has received any notice of any Order or commencement of proceedings of any nature, or experienced any search and seizure, nor to any Selling Party’s knowledge is any Bioriginal Group Company under investigation related to, any breach or alleged breach of or non-compliance with any Environmental Law or Environmental Permit; and

(iii)

to each Selling Party’s knowledge, there are no facts or circumstances that could give rise to breach or alleged breach of or non-compliance with any Environmental Law or Environmental Permit.

(e)

Reporting. Each Bioriginal Group Company has provided all reports and information to the appropriate Governmental Authority as required by such Governmental Authority pursuant to all applicable Environmental Laws and the Environmental Permits. The Sellers have fully disclosed to the Buyer the circumstances in which such reports have been filed. Copies of such reports and any supporting material have been provided to the Buyer.

(f)

No Release or Disposal of Hazardous Substances. Except as disclosed in Schedule 3.1.27,

(i)

no Bioriginal Group Company has caused or permitted, and no Seller nor any Principal has any knowledge of, the Release or Disposal of any Hazardous Substance on, from, under or to the Real Property, or the Leased Premises or of any Release or Disposal from a facility owned or operated by any other Person, including previously owned or occupied properties, for which any Bioriginal Group Company may have Liability;

(ii)

there are no Hazardous Substances on, at or under the Real Property or the Leased Premises; and

(iii)

all Hazardous Substances generated, handled, stored, treated, processed, transported or disposed of by or, to any Selling Party’s knowledge, on behalf of any Bioriginal Group Company have been generated, handled, stored, treated, processed, transported or disposed of in compliance with all applicable Environmental Laws and the Environmental Permits.

(g)

Agents and Employees. To each Selling Party’s knowledge, all Persons hired by, or under contract with any Bioriginal Group Company to remove, handle, store, treat, process, transport or dispose of any Hazardous Substance have had and have all required training, including training required pursuant to Environmental Laws and all Environmental Permits, which is necessary for them to perform the services for which they were hired or which they were to provide under contract.

(h)

Neighbours. To each Selling Party’s knowledge, there has been no Release or Disposal of any Hazardous Substance from any property that could result in the presence of Hazardous Substances on the Real Property or the Leased Premises, or have an adverse effect on any Bioriginal Group Company, the Business or the Assets.

(i)

Documents, Records and Environmental Compliance Reviews. Each Bioriginal Group Company has maintained all documents and records concerning the Environment in the manner and for the time periods required by Environmental Laws. Copies of all Environmental Compliance Reviews done by or on behalf of any Bioriginal Group Company, or by any other Person that is in the possession of any Bioriginal Group Company, in respect of the Real Property or the Leased Premises, the Business or the Assets or any part of them have been provided to the Buyer.

(j)

Specific Issues. Except as disclosed in Schedule 3.1.27,

(i)

no Seller, nor any Principal, nor any Bioriginal Group Company has received any Environmental Notice that any Bioriginal Group Company is, or is potentially, responsible for any clean-up, remediation or corrective or preventative action under any Environmental Laws and, to each Selling Party’s knowledge, there are no facts or circumstances which could give rise to any such Environmental Notice;

(ii)

no Seller, nor any Principal, nor any Bioriginal Group Company has received any request for information with respect to the Disposal of any Hazardous Substance on, at or under any of the Real Property or the Leased Premises or the existence of a Hazardous Substance or waste disposal site on, at or under any of the Real Property or the Leased Premises;

(iii)

to each Selling Party’s knowledge, no part of the Real Property or the Leased Premises has been used by any Person for the Disposal of Hazardous Substances or as a dump site, either temporarily or permanently;

(iv)

to each Selling Party’s knowledge no polychlorinated biphenyls, asbestos, asbestos-containing materials or urea formaldehyde or radio-active substances is or has ever been on or at the Real Property or the Leased Premises or in or forming part of the Assets;

(v)

no storage tanks are or have been on, at or under the Real Property, the Excluded Bioriginal Property or the Leased Premises;

(vi)

all pollution control equipment operated as part of the Business is effective in meeting applicable emissions limits and effluent pre-treatment standards; and

(vii)

to each Selling Party’s knowledge, no Bioriginal Group Company has used any ozone depleting substance as a propellant nor has it used any equipment in a designated class containing any ozone depleting substance.

3.1.28

Employees

(a)

No Employee is employed under a contract which cannot be terminated by the Bioriginal Group Company which employs such Employee with or without notice, except for those Employees who are employed on indefinite hirings requiring reasonable notice of termination by Applicable Law.

(b)

All salespersons employed by any Bioriginal Group Company are employed on a full-time basis and exclusively by the Bioriginal Group and do not represent or sell products not sold by the Bioriginal Group.

(c)

Each Bioriginal Group Company is in material compliance with all, and no Seller nor any Principal is aware of any material non-compliance with any, labour and employment legislation applicable to any Bioriginal Group Company and the Employees, including all employment standards, human rights, civil rights, discrimination, labour relations, occupational health and safety, pay equity, wages, hours, employment equity, collection and payment of withholding or social security taxes, Privacy Law applicable to employees and workers’ compensation or workplace safety and insurance legislation and there are no outstanding claims, complaints, investigations, prosecutions or orders under such legislation.

(d)

All amounts due or accruing due for all salary, wages, bonuses, commissions, vacation, pension benefits or other employee benefits or compensation are reflected in the Books and Records, in accordance with Bioriginal’s accounting practices and Applicable Law.

(e)

All Liabilities in respect of Employees have been paid or accrued in the ordinary course of business, including compensation of any kind, premium contributions, remittance and assessments for employment insurance, employer health tax, Canada Pension Plan, taxes of any kind, workplace safety and insurance and any other Liability required under employment related legislation.

(f)

There is no commitment or agreement to increase wages or to modify the terms and conditions of employment of any Employee. There are no employment agreements, commitments, policies, plans or arrangements binding on the Bioriginal Group pursuant to which any amounts may become payable by the Bioriginal Group to any Employees, Former Employees, directors, consultants, independent contractors of the Bioriginal Group as a result of the consummation of the transaction contemplated by this Agreement.

(g)

The Sellers have delivered to the Buyer true and complete copies of all permits issued under employment standards legislation. The Bioriginal Group has operated the Business in material compliance with such permits.

(h)

Any individual who performs services for any Bioriginal Group Company (other than through a contract with an organization other than such individual) and who is not treated as an employee of a Bioriginal Group Company for federal income tax purposes by the Bioriginal Group Company is not an employee for such purposes.

3.1.29

Collective Agreements

(a)

No Bioriginal Group Company is a party, either directly or indirectly by operation of law, to any Collective Agreement.

(b)

No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Employees by way of certification, interim certification, voluntary recognition, or successor rights, or has applied or threatened to apply to be certified as the bargaining agent of any of the Employees.

(c)

No material work stoppage or other material labour dispute in respect of any Bioriginal Group Company or the Business is pending or threatened.

(d)

To each Selling Party’s knowledge, there have been no union organizing efforts conducted within the last five (5) years with respect to the Employees.

3.1.30

Benefit Plans

(a)

List of Benefit Plans. Schedule 3.1.30 contains a true and complete list of all Benefit Plans. No Bioriginal Group Company is a party to or bound by, nor does any Bioriginal Group Company have any Liability or contingent Liability with respect to, any Benefit Plans other than those listed in Schedule 3.1.30. Except as set forth in Schedule 3.1.30, no Bioriginal Group Company has made any promise, proposal or commitment, whether legally binding or not, to create any additional Benefit Plan or to modify or change any existing Benefit Plan that would affect any Employee or Former Employee.

(b)

Vesting. Except as indicated in Schedule 3.1.30, neither the execution and delivery of this Agreement, the observance and performance by the Sellers and the Buyer of their obligations under this Agreement and the Closing Documents nor the Closing will, in and of itself, accelerate the time of vesting or payment under any Benefit Plan, require any funding or securing of benefits under any Benefit Plan or increase the rights or entitlements of any Employee or Former Employee under any Benefit Plan.

(c)

Benefit Plan Participation and Obligations. Except as indicated in Schedule 3.1.30:

(i)

there are no participating employers with respect to any Benefit Plan other than Bioriginal Group Companies; and

(ii)

no Bioriginal Group Company has any obligations under any Benefit Plan to provide benefits to any Person who is not an Employee or Former Employee.

(d)

Registration and Compliance. Each Benefit Plan is, and has since its establishment been, duly registered where required by Applicable Law (including registration with relevant tax authorities where such registration is required to qualify for tax exemption or other tax beneficial status). Each Benefit Plan has been administered in compliance in all material respects with, and is in good standing under, Applicable Law and the terms of the Benefit Plan and any associated funding arrangement. All assets held in any funding arrangement associated with a Benefit Plan have been held, invested and otherwise dealt with in compliance in all material respects with Applicable Law and the terms of the Benefit Plan and the associated funding arrangement (including any fiduciary obligation). No Bioriginal Group Company or any of its agents has breached any fiduciary obligation with respect to the administration or investment of any Benefit Plan or any associated funding arrangement.

(e)

Plan Documents. With respect to each of the Benefit Plans, the Sellers have delivered to the Buyer true and complete copies of each of the following documents:

(i)

the document or documents establishing the current terms of the Benefit Plan, as well as any prior amendments and past versions of such documents that continue to be relevant with respect to any Employees or Former Employees;

(ii)

all descriptions of the Benefit Plan provided to Employees or Former Employees and all other employee communications relating to the Benefit Plan (other than communications relating to routine claims of a particular Employee or Former Employee), whether or not such descriptions or communications have been, or are required to be, filed with any applicable Governmental Authority;

(iii)

if the Benefit Plan is now or has at any time been funded through a trust, a copy of the current trust agreement (if applicable) and all prior trust agreements, including all amendments thereto, and the most recent financial statements and tax returns of the trust;

(iv)

if the Benefit Plan is funded through any third party funding arrangement other than a trust, a copy of the current agreement or policy governing that arrangement, including all amendments thereto, and the most recent financial information related to such arrangement;

(v)

all other Contracts relating to the Benefit Plan, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and

(vi)

all internal administration and third party administrator reports and, if applicable, reports of investment counsel within the past two years, and any reports within the past three years of internal or external governance reviews, examinations, inspections or regulatory audits, in each case relating to the Benefit Plan.

(f)

Financial Information. The financial statements or financial information related to each Benefit Plan that have been provided to the Buyer are complete and accurate in all material respects for the periods indicated therein. Except as indicated in Schedule 3.1.30, there have been no material changes in any Benefit Plan that are not reflected, for the full period reported on, in the Financial Statements and in the financial statements or financial information and, if applicable, the actuarial reports related to the Benefit Plan that have been provided to the Buyer. Except for amounts and reasonable accruals and reserves reflected in such Financial Statements, financial statements or financial information, no Taxes, fees, expenses or penalties related to any Benefit Plan are exigible against assets held under the associated funding arrangement or against any Bioriginal Group Company. None of the Benefit Plans nor any of their respective associated funding arrangements requires or permits a retroactive increase in premiums or payments and the level of reserves, if any, under any insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims.

(g)

Pension Plan.

(i)

No Pension Plan provides defined benefits to Employees or Former Employees or has ever provided defined benefits to any Person.

(ii)

There have been no transfers of assets or Liabilities to any Pension Plan from any other pension plan (whether or not a Benefit Plan), including the Pos Pilot Plant Corporation Employees’ Pension Plan (Saskatchewan registration number 50-875) that were subject to regulatory approval.

(iii)

With respect to any Pension Plan that is a defined contribution pension plan, all required employer contributions have been made and all employee contributions (if any) have been properly withheld and fully paid into the funding arrangement for the Pension Plan in accordance with Applicable Law.

(h)

Funding of Benefit Plans. With respect to each Benefit Plan that is funded wholly or partially through an insurance policy, there will be no Liability of any Bioriginal Group Company as of the Closing Date under any such insurance policy or any ancillary agreement with respect to such insurance policy, whether in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events occurring prior to the Closing Time. With respect to each Benefit Plan (other than a Pension Plan) not funded through an insurance policy, (i) the Bioriginal Group has either fully funded such Benefit Plan through a trust or has made appropriate provision for all of the Bioriginal Group’s Liability thereunder in the Financial Statements and (ii) there has been no withdrawal or transfer of assets from any funding arrangements for the Benefit Plan (other than payments of benefits to eligible beneficiaries, refunds to plan members of over-contributions and payment of reasonable expenses, all to the extent permitted by the Benefit Plan, the associated funding arrangement and Applicable Law). With respect to each Benefit Plan, all employee contributions (if any) have been fully paid into the funding arrangement for the Benefit Plan.

(i)

Extent of Benefits. Except as indicated in Schedule 3.1.30, no Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to Employees or Former Employees of the Bioriginal Group beyond retirement or other termination of service, other than:

(i)

coverage required by Applicable Law,

(ii)

deferred compensation benefits accrued as Liabilities in the Financial Statements, or

(iii)

benefits the full cost of which is borne by the Employee or Former Employee.

(j)

No Proceedings. Except as disclosed in Schedule 3.1.30,

(i)

there is no claim (other than routine claims for benefits), demand, suit, action, cause of action, dispute, proceeding, litigation, grievance, arbitration, governmental proceeding or other proceeding, including appeals and applications for review, in progress against, by or relating to any of the Benefit Plans or the associated funding arrangements; no Seller, nor any Principal, is aware of any state of facts which could reasonably be expected to provide a valid basis for any of the foregoing, nor, to any Selling Party’s knowledge, are any of the foregoing or any regulatory investigation, examination or audit pending or threatened; and

(ii)

there is not at present outstanding or pending any Order that adversely affects, or in any way relates to, any Benefit Plan or the associated funding arrangement.

3.1.31

Occupational Health and Safety

3.1.32

Workers’ Compensation

3.1.33

Litigation

3.1.34

Insurance

3.1.35

Intellectual Property Rights

(a)

Registrations and Applications. Schedule 3.1.35 contains an accurate and complete list of:

(i)

all material Trademarks, Patents and Copyright owned by the Bioriginal Group, including those which have been registered, or for which applications for registration have been filed, all as indicated in such Schedule, in any jurisdiction (collectively, the “Material Owned Business Intellectual Property” and, together with all other Intellectual Property owned by the Bioriginal Group, the “Owned Business Intellectual Property”); and

(ii)

all material Intellectual Property used by the Business, but not owned by the Bioriginal Group (“Licensed Intellectual Property”).

(b)

Ownership. Except for Permitted Encumbrances and as set forth in Schedule 3.1.35, the Bioriginal Group Company indicated in such Schedule is the sole and exclusive owner of, and has good and valid title to, all Material Owned Business Intellectual Property, Technology and Business Confidential Information owned by the Bioriginal Group, free and clear of all Encumbrances.

(c)

Licenses. Except for Permitted Encumbrances and as set forth in Schedule 3.1.35, the Bioriginal Group has the right to use all Licensed Intellectual Property, and all Technology and Business Confidential Information not owned by the Bioriginal Group which is used by and material to the Business.

(d)

Validity.

(i)

except as set forth in Schedule 3.1.35, the Owned Business Intellectual Property which is the subject of a registration is valid, in full force and effect and has not been exercised, used or enforced or failed to be exercised, used or enforced in a manner that would result in the abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability of any of such Owned Business Intellectual Property. All applications, registrations, filings, renewals and payments necessary to preserve the rights of the Bioriginal Group in and to the Owned Business Intellectual Property have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the relevant Bioriginal Group Company; and

(ii)

to each Selling Party’s knowledge, there is no pending or threatened litigation, proceeding, claim, demand, arbitration, mediation, dispute resolution, suit, action, investigation or judicial review in which the Owned Business Intellectual Property is alleged to be invalid or not properly in the name of the Bioriginal Group or the Licensed Intellectual Property is alleged to be invalid or not properly in the name of the licensor of that property. For greater certainty, except as disclosed in Schedule 3.1.35, there is no pending, nor to any Selling Party’s knowledge, is there any threatened, action for abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability of any of the Owned Business Intellectual Property or the Licensed Intellectual Property.

(e)

Complete. The Material Owned Business Intellectual Property, the Licensed Intellectual Property and the Business Confidential Information are sufficient and complete to enable the Bioriginal Group to carry on the Business as it is currently conducted.

(f)

Infringements by the Bioriginal Group. Except as set forth in Schedule 3.1.35:

(i)

no Bioriginal Group Company, nor the Intellectual Property owned or used by the Bioriginal Group including the Owned Business Intellectual Property, Technology or Confidential Information exercised in, used in or related to the Business, is subject to any (A) litigation, court or administrative proceedings, arbitration, mediation, dispute resolution, claim, suit, action, investigation or judicial review, with respect to adverse ownership, infringement of, or conflict with any Intellectual Property of any Person, or, (B) to each Selling Party’s knowledge, threatened suit, proceeding, claim, demand, action or investigation of any nature or kind; and

(ii)

any services provided or products manufactured, produced, used, sold or licensed, by the Bioriginal Group, or any process, method, packaging, advertising or material that the Bioriginal Group employs in the manufacture, marketing, sale or distribution of any such product or service, or the use or exercise of any of the Intellectual Property owned or used by the Bioriginal Group including the Owned Business Intellectual Property, the Licensed Intellectual Property, Technology or Confidential Information exercised in, used in or related to the Business, does not breach, violate, conflict with, infringe or interfere with any rights or obligations of, or duties owed to, any Person or require payment or consent for the exercise or use of any Intellectual Property of another Person.

(g)

Licences and Covenants Not to ▇▇▇. Schedule 3.1.35 lists all Material Contracts that are licence agreements to which any Bioriginal Group Company is a party or by which it is bound (whether as licensor, licensee, or otherwise) with respect to the Licensed Intellectual Property or Technology exercised in, used in or related to the Business. Except as disclosed in Schedule 3.1.35, there are no Orders, covenants not to ▇▇▇, permits, grants, franchises, licences, agreements or arrangements relating to any of the Intellectual Property owned or used by the Bioriginal Group including the Licensed Intellectual Property or Technology exercised in, used in or related to the Business, which bind, obligate or otherwise restrict any Bioriginal Group Company.

(h)

Third Party Infringements. To each Selling Party’s knowledge, there are no infringements of, passing-off related to, or other interference with, the Owned Business Intellectual Property or the Licensed Intellectual Property by third parties.

(i)

Security and Back-Up. Each Bioriginal Group Company has implemented measures at least as stringent as industry standard measures to protect all Owned Business Intellectual Property and Technology from unauthorized intrusion, access and modification, and to adequately archive and back-up such Owned Business Intellectual Property and Technology for back-up and disaster recovery purposes.

3.1.36

Major Suppliers and Customers

3.1.37

Trade Allowances

3.1.38

Healthcare Matters

(a)

The Bioriginal Group possesses all Regulatory Authorizations necessary for the conduct the Business, all of which are listed in Schedule 3.1.16. The Regulatory Authorizations are in good standing and in full force and effect; no event or omission has occurred which allows, or after notice or lapse of time would allow, revocation or termination of a Regulatory Authorization or may result in any other impairment of the rights of the holder of the Regulatory Authorizations.

(b)

Each Bioriginal Group Company is in compliance in all material respects with all Healthcare Laws applicable to the conduct of the Business. Except as disclosed in Schedule 3.1.38, the Bioriginal Group has not, within the last three (3) years, received any notice, letter or other communication from a Government Authority or Person alleging any violation of any Healthcare Laws.

(c)

All reports, documents, records and notices required to be maintained by the Bioriginal Group or filed with a Government Authority under the Healthcare Laws applicable to the conduct of the Business have been so maintained and/or filed, and to each Selling Party’s knowledge, were complete and correct in all material respects on the date that they were created or filed.

(d)

Except as disclosed in Schedule 3.1.38, during last three (3) years, no Bioriginal Group Company has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recalls, market withdraws, safety alerts or other notice of material action relating to an actual or potential lack of safety, efficacy or regulatory compliance of any Product.

(e)

The Products and their ingredients are currently manufactured, tested, packaged and labelled at facilities which are in compliance with good manufacturing practices prescribed by Healthcare Laws applicable to the Products and the conduct of the Business.

(f)

Copies of all inspection reports issued by or on behalf of a Governmental Authority in connection with the inspection of the Bioriginal Group’s facilities during the last three (3) years have been made available to the Buyer and are listed in Schedule 3.1.38.

(g)

All clinical and pre-clinical studies conducted or sponsored by the Bioriginal Group have been conducted, and to the extent they are still pending are currently being conducted, in accordance with all applicable Healthcare Laws.

3.1.39

Product Warranties and Liabilities

(a)

No Bioriginal Group Company has received any statements, citations, decisions or orders by any Governmental Authority stating that any product or service manufactured, provided, sold, designed, marketed or distributed at any time relating to the Business, is defective or unsafe or that it fails to meet any standards promulgated by any such Governmental Authority.

(b)

There are no existing or threatened product Liability or other similar claims against any Bioriginal Group Company for products or services of the Business.

(c)

Except as disclosed in Schedule 3.1.39, all products sold, serviced or distributed by any Bioriginal Group Company in respect of the Business have been in conformity with all contractual commitments and all express or implied warranties of such Bioriginal Group Company.

(d)

Schedule 3.1.39 is a complete and accurate list of all warranties, written and oral, given to buyers of products supplied by any Bioriginal Group Company.

3.1.40

Government Grants

3.1.41

Certain Interests

3.1.42

Management Recommendation Letters

3.1.43

Bank Accounts

3.1.44

Investment Canada Act

3.1.45