SHARE PURCHASE AGREEMENT

EXHIBIT 10.1

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of July 4, 2023 by and between TetraPharma Royalty Corp., a Nevada corporation (the “Purchaser”) and Instadose Pharma Corp., a Nevada corporation (the “Seller”). The Purchaser and the Seller are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

RECITALS

WHEREAS the Seller is the sole beneficial owner of the sole issued and outstanding common share of Tetrapharma (Canada) Ltd. (formerly, Instadose Pharma Corp.) (the “Common Share”), a corporation duly incorporated and existing under the laws of the Province of British Columbia (the “Company”), and

WHEREAS pursuant to the terms and conditions of this Agreement, the Seller desires to sell, and the Purchaser desires to purchase all of the Seller's rights, title, and interest in and to the Common Share (the “Purchased Share”), representing 100% of issued and outstanding common shares of the Company, as further described herein.

NOW, THEREFORE in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF THE PURCHASED SHARE

Section 1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), the Seller agrees to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser agrees to purchase from Seller, the Purchased Share.

Section 1.2 Closing. The purchase of the Purchased Share shall be consummated at a closing (“Closing”) to take place at 2:00 p.m., at the offices of the Company at 0000 Xxxxx Xxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx on the date (the “Closing Date”), which is the 21^st calendar day after the date when the Seller files with the U.S. Securities and Exchange Commission an information statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, regarding an approval of this Agreement by stockholders holding a majority of the common stock of the Seller (the “Majority Stockholders”).

Section 1.3 Purchase Price. The purchase price (“Purchase Price”) for the Purchased Share shall consist of the following:

	a)	an initial deposit in the amount of One Hundred U.S. Dollars ($100.00) to be delivered by the Purchaser to the Seller by wire transfer contemporaneously upon execution and delivery of this Agreement; and

	b)	assumption and satisfaction of all liabilities of the Seller including, but not limited to, those liabilities of the Seller listed in Exhibit A to this Agreement (“Liabilities” or “Assumed Liabilities”) by the Purchaser. The Purchaser shall accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Purchaser’s Liabilities regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Closing Date, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by the Seller or, as the case may be, any of their past or present respective directors, officers, employees, agents, subsidiaries or affiliates.

Section 1.4 Share Exchange. In connection with the Seller entering into this Agreement, the Purchaser agrees to provide all of the Seller’s stockholders (the “Seller Stockholders”) with the opportunity to exchange their presently held shares of common stock of the Seller for newly issued shares of common stock of the Purchaser on a one-for-one basis (the “Share Exchange”). Details surrounding the Share Exchange shall be subject to the terms and conditions of a share exchange agreement which may be entered into between the Seller Stockholders and the Purchaser (the “Share Exchange Agreement”).

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES

As an inducement to and to obtain the reliance of the Purchaser, the Seller individually represents and warrants to the Purchaser as follows:

Section 2.1 No Conflict, Authority. The Seller has the right, power, authority, and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Seller has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid, and binding obligations of the Seller, enforceable against the Seller in accordance with the terms hereof. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement, or instrument to which the Seller is a party or to which the Purchased Share is subject. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which any of the Seller is a party or by which any is bound, or to which the Purchased Share are subject; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Seller or the Purchased Share.

Section 2.2 Title to the Purchased Share. The Seller owns of record and beneficially the Purchased Share, free and clear of all liens, encumbrances, pledges, claims, options, charges, and assessments of any nature whatsoever, with full right and lawful authority to transfer the Purchased Share to the Purchaser. No person has any preemptive rights or rights of first refusal with respect to the Purchased Share. There exists no voting agreement, voting trust, or outstanding proxy with respect to the Purchased Share. Other than disclosed by the Seller to the Purchaser, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Purchased Share.

Section 2.3 Tax Matters. The Seller understands covenants and represents that the Seller shall be responsible for and pay all taxes associated with the transactions contemplated by this Agreement. The Seller is not a party to any tax allocation or sharing agreement. The Purchased Share is not subject to any lien arising in connection with any failure or alleged failure to pay tax. There are no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to the Seller that would affect the Purchased Share.

Section 2.4 Brokers and Finders. The Seller represents, warrants, and agrees that there are no finder’s fees, or any other type of fee related to the sale contemplated by this Agreement.

Section 2.5 Authorized Common Shares. The Seller represents that as of the Closing Date the total number of authorized common shares of capital stock of the Company shall be an unlimited number of common shares, with no par value per share, and that the total number of common shares of the Company issued and outstanding shall be one (1) Common Share, which shall solely consist of the Purchased Share.

As an inducement to and to obtain the reliance of the Seller, the Purchaser individually represents and warrants to the Seller as follows:

Section 2.6 No Conflict, Authority. The Purchaser has the right, power, authority, and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Purchaser has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement. This Agreement constitutes the legal, valid, and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement, or instrument to which the Purchaser is a party. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Purchaser is a party or by which it is bound; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Purchaser.

Section 2.7 No Consent. No consent, approval, authorization, or order of, or any filing or declaration with any governmental authority or any other person is required for the consummation by the Purchaser of any of the transactions on its part contemplated under this Agreement.

Section 2.8 The Purchaser’s Sophistication. The Purchaser (i) acknowledges that the purchase of the Purchased Share involves a high degree of risk; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Purchased Share; (iii) has such knowledge and experience in finance, securities, investments, including investment in non-listed and non-registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the sale of the Purchased Share to the Purchaser is not registered with the U.S. Securities and Exchange Commission or with the securities administrator of any state or with the securities administrator of British Columbia; (v) that the Purchased Share is being sold pursuant to an exemption from such registration requirements; and (vi) the Purchased Share is a “restricted security” that will bear a restrictive legend prohibiting its further transfer without the Company becoming a reporting issuer in any Canadian Province or Territory, or any exemption from such requirement.

Section 2.9 Brokers and Finders. The Purchaser represents and warrants that it has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Seller, including but not limited to broker’s fee, finder’s fees, or any similar compensation arrangement.

Section 2.10 Receipt of Information. The Purchaser has received all documents, records, books, and other information pertaining to its investment that has been requested by the Purchaser, including full information and documents related to Assumed Liabilities.

Section 2.11 No Advertising. At no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

Section 2.12 Investment Purposes. The Purchaser is acquiring the Purchased Share for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Purchased Share acquiring herein. Further, the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchased Share the Purchaser is acquiring.

ARTICLE III

DELIVERY OF THE PURCHASED SHARE

Section 3.1 The Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to the Purchaser, conditioned upon (i) all of the Purchaser’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing Date, and (ii) the Purchaser’s performance of its delivery obligations in section 3.2, below:

	a)	The Purchased Share together with the share certificate issued to the Purchaser by the Company and document confirming that the transfer of the Purchased Share to the Purchaser was registered as required by the Articles of Incorporation of the Company and the Business Corporations Act (British Columbia);

	b)	Written consent from the Seller’s board of directors approving the Agreement and the transfer of the Purchased Share;

	c)	Written consent from the Company’s board of directors approving the transfer of the Purchased Share;

	d)	Unanimous written consent of the Majority Stockholders of the Seller approving the Agreement and the transfer of the Purchased Share and

	e)	Copies of all agreements and other documents pursuant to which the Purchaser assumed Liabilities of the Seller as a part of the Purchase Price.

Section 3.2 The Purchaser’s Delivery. On the Closing Date, the Purchaser shall deliver the following to the Seller, conditioned upon (i) all of the Seller’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing Date, and (ii) the Seller’s performance of its delivery obligations in section 3.1, above:

	a)	A confirmation of payment of the Purchase Price pursuant to Section 1.3(a) of this Agreement;

	b)	Written consent from the Purchaser’s board of directors approving the Agreement;

	c)	The Share Exchange Agreement executed by the Purchaser to be delivered to the stockholders of the Seller for execution; and

	d)	Amendments, additional agreements, or other instruments that the Seller may request the Purchaser to sign for the assumption of the Liabilities.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Further Assurances. From time to time, whether at or following the Closing Date, each Party shall make reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper, or advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.

Section 4.2 Notices. All notices or other communications required or permitted hereunder shall be in writing shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (c) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent to the addresses of the Parties as indicated on the signature page hereto. Any Party may change the address to which notices and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

Section 4.3 Governing Law. It is the intent of the Parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be determined in accordance with the provisions of the laws of the State of Nevada in such cases made and provided, without giving effect to the choice of law rules thereof.

Section 4.4 Submission to Jurisdiction. The Parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the Supreme Court of the State of New York in New York County or the United States District Court for the Southern District of New York so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Nevada. Each of the Parties, by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the personal jurisdiction of any of such courts (and of the appropriate appellate courts therefrom) in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such Party as set forth above and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.

Section 4.5 Independent Legal Advice and Attorneys’ Fees. Except as expressly provided herein, each Party will be responsible for their own attorney’s fees. The Parties agree that they have had, or have had the opportunity to obtain, independent legal advice of British Columbia legal counsel in connection with the execution of this Agreement and have read this Agreement in its entirety, understand its contents and are signing this Agreement freely and voluntarily, without duress or undue influence from any party.

Section 4.6 Confidentiality. Each Party hereto agrees with the other Party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

Section 4.7 Third Party Beneficiaries. This agreement is between the Seller and the Purchaser. Except for the shareholders of the Company and as specifically provided, no other person or entity shall be deemed to be a third-party beneficiary of this Agreement.

Section 4.8 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous agreements, arrangements and understandings of the Parties relating to the subject matter hereof. No representation, promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the Parties which is not expressly embodied in this Agreement.

Section 4.9 Assignment. Each Party's rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other Party's prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such Party.

Section 4.10 Amendments. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Parties hereto.

Section 4.11 Waivers. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Party of any condition, or the breach of any term, covenant, representation, or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.

Section 4.12 Survival; Termination. The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated the applicable statute of limitations.

Section 4.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 4.14 Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.15 Interpretation. The Parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a Party or Parties on the ground that such Party or Parties drafted or was more responsible for the drafting of any such provision(s). The Parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own choosing.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have duly executed this Share Purchase Agreement as of the date first above written.

		THE PURCHASER:

		TetraPharma Royalty Corp.

		/s/ Xxxxxxx Xxxxx Xxxxxxxxx
		Xxxxxxx Xxxxx Xxxxxxxxx
		Chief Executive Officer

		Address: 0000 Xxxxx Xxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxx X0X0X0 Xxxxxx

		THE SELLER:

		Instadose Pharma Corp.

		/s/ Xxxxxxx Xxxxx Xxxxxxxxx
		Xxxxxxx Xxxxx Xxxxxxxxx
		Chief Executive Officer

		Address: 0000 Xxxxx Xxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxx X0X0X0 Xxxxxx

Exhibit A

Liabilities of the Seller

As per the unaudited financial statements of the Company for the period ended April 30, 2021.

Payable	Dollar Amount
Accounts payable and accrued expenses	$1,340,002
Accrued compensation – related parties	$3,029,016
Loan payable – related party	$39,531,029
Operating lease liability	$278,251

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SHARE PURCHASE AGREEMENT

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