Abattis Bioceuticals Corp. (ATTBF)

[shark300feet]

SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is dated as of March 27, 2019 and is entered into between:
CATALYST INVESTMENT CAPITAL CORP., a British Virgin Islands corporation (“Vendor”) and
1185277 B.C. Ltd., a British Columbia corporation (“Purchaser”).
Recitals
WHEREAS, Vendor owns all of the Shares in the capital of Pro Natura b.v., a corporation registered in the Netherlands with an address at Parklaan 3, 4061 JV Oisterwijki (the “Corporation”); and
WHEREAS, Vendor wishes to sell to Purchaser, and Purchaser wishes to purchase from Vendor, the Shares, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I Definitions
Definitions.
SCHEDULE A - DEFINITIONS contains a list of definitions that apply to this Agreement.
ARTICLE II
Purchase and Sale
Purchase and Sale. At the Closing, Vendor shall sell to Purchaser, and Purchaser shall purchase from Vendor, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Purchase Price. The aggregate purchase price for the Shares shall be €6,684,200.00 (the “Purchase Price”), which shall be payable as follows: (i) €2,000,000.00 on the Closing Date (the “Initial Cash Portion”) and (ii) in tranches as follows (each, a “Subsequent Cash Portion”):
Date
one (1) year following Closing two (2) years following Closing
Amount €2,220,000.00 €2,464,200.00