AMENDMENT TO SHARE EXCHANGE AGREEMENT

AMENDMENT TO SHARE EXCHANGE AGREEMENT

The undersigned hereby agree to amend the share exchange agreement among Tropic International Inc. (formerly known as Rockford Minerals Inc.), 1896432 Ontario Inc., Tropic Spa Inc. and the undersigned shareholders of Tropic Spa Inc. dated June 28, 2013 (the “Share Exchange Agreement”), as follows:

1.	The first sentence of Section 2.3 of the Share Exchange Agreement is hereby amended by adding the phrase “or authorize and direct Subco to update its securities register to reflect the issuance of such shares and state that such shares are uncertificated securities, in its sole discretion” to the end of that sentence.
2.	Section 3 of the Share Exchange Agreement is hereby amended by deleting the phrase “Priveco and the Selling Shareholders, jointly and severally, represent and warrant” and replacing it with “Priveco represents and warrants”.
3.	Section 6.1(f) of the Share Exchange Agreement is hereby amended by deleting the word “note” and replacing it with “not”.
4.	Section 8.5 of the Share Exchange Agreement is hereby deleted in its entirety and replaced with the following:

“8.5 Post-Closing Execution. At any time following the Closing Date, the remaining holders of Priveco Common Stock shall be entitled to become a party to this Agreement by executing and delivering a copy hereof to Pubco. Subco shall not be required to recognize any such holders as the owners of Subco Preferred Stock, or any rights pertaining thereto, as of any specific date or time following such execution and delivery, and the granting of such recognition shall be in Subco’s sole discretion.”

All other provisions of the Share Exchange Agreement remain unchanged, and except as amended hereby the Share Exchange Agreement remains in full force and effect.

This amendment shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and to be performed therein.

This amendment may be executed and delivered in counterparts and by electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

This amendment is effective as of February 17, 2015.

101063467 SASKATCHEWAN LTD.			2176526 ONTARIO INC.
Per:	/s/ Xxxxx Xxxx		Per:	/s/ Xxxxxxx X. XxXxxxx
	Xxxxx Xxxx, President			Xxxxxxx X. XxXxxxx, President

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	/s/ Xxxxxx Xxxxxx			/s/ Xxxxx East
	XXXXXX XXXXXX			XXXXX EAST
			FLAMAN SALES LTD.
	/s/ Xxxx Xxxxxx		Per:	/s/ Xxxx Xxxxxx
	XXXX XXXXXX			Xxxx Xxxxxx, Vice President
	/s/ Xxxx Xxxxxxxx			/s/ Xxxxx Xxxx
	XXXX XXXXXXXX			XXXXX XXXX
	/s/ Xxxxxxx Xxxxx Xxxx			/s/ Xxxx Xxxxxxx
	XXXXXXX XXXXX XXXX			XXXX XXXXXXX
J&J WINNY HOLDINGS LTD.			KAMANTHA ACRES LTD.
Per:	/s/ Xxx Winny		Per:	/s/ Xxxxx Xxxxxxxx
	Xxx Winny, President			Xxxxx Xxxxxxxx, President
	/s/ Xxxxx Xxxxx			/s/ Xxxxxxx Xxxxxxx
	XXXXX XXXXX			XXXXXXX XXXXXXX
	/s/ Xxxx Xxxxxxx			/s/ Xxxxxx Xxxxx
	XXXX XXXXXXX			XXXXXX XXXXX

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/s/ Xxxxxxx X. XxXxxxx			/s/ Xxxxxxx Xxxxx
XXXXXXX X. XXXXXXX			XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxx			/s/ Xxxxxx Xxxxx
XXXXXXX XXXXX			XXXXXX XXXXX
/s/ Xxxx Xxxxxx			/s/ Xxxx Xxxxxxxxx
XXXX XXXXXX			XXXX XXXXXXXXX
		REO HOLDINGS COMPANY LTD.
/s/ Xxx Xxxxxxxxx		Per:	/s/ Xxx Xxxxx
XXX XXXXXXXXX			Xxx Xxxxx, President
/s/ Xxxx Xxxxxxxxxx			/s/ Xxxxx Xxxxxxxxx
XXXX XXXXXXXXXX			XXXXX XXXXXXXXX
/s/ Xxxxxxx Xxxxxxxx			/s/ Xxxx Xxxxxx
XXXXXXX XXXXXXXX			XXXX XXXXXX

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TROPIC INTERNATIONAL INC.			1896432 ONTARIO INC.
Per:	/s/ Xxxx Xxxxxxx		Per:	/s/ Xxxx Xxxxxxx
	Xxxx Xxxxxxx, President			Xxxx Xxxxxxx, President

TROPIC SPA INC.
Per:	/s/ Xxxx Xxxxxxx
	Xxxx Xxxxxxx, President