Common use of Amalgamation Clause in Contracts

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelled; 2.2.7 In consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the Acquiror.

Amalgamation. The Parties Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 SubCo under which UHC and Mijem Subco will amalgamate and continue as Amalco Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the name "Mijem Inc."Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; 2.2.2 Each holder of Mijem Common Shares (ii) each UHC Class A Share shall receive 0.3576 be exchanged for 1.33 fully paid and non-assessable Great Oak Vesta Shares for each one Mijem Common Share held by each such holder (and the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak UHC Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares thus exchanged shall be cancelled; 2.2.3 Each holder (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of Mijem Class A the Vesta Shares shall receive 0.3576 fully paid and non-assessable Great Oak to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each one Mijem Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelled; 2.2.7 In consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Common Shares immediately prior to the Effective TimeTime (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; 2.2.9 Amalco (f) the Parties hereby acknowledge and agree that upon the Closing, Xxxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx shall add each resign as directors of Vesta, Xxxxx Xxxxxxxx shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) Xxxxxx Xxxxx; (ii) Xx. Xxxxxx Xxxxxxxx; (iii) Xxxx Xxxxxxxxx; and (iv) Xxxxxx Xxxxxx; or such other individuals as shall be acceptable to the stated capital maintained in respect of Parties and the TSXV. (ag) the Amalco Shares an amount equal to Parties further acknowledge that upon the paid-up capital, within the meaning Closing: (i) Xxxx Xxxxxxxxx shall act as Chairman of the ITAboard of directors and Chief Financial Officer of Vesta; and (ii) Xx. Xxxxxx Xxxxxxxx shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, of the SubCo Shares AOC, Barisan and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant Mogul hereby consent to the transactions contemplated by set forth in subparagraph (b) of this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax returnSection 2.1; and 2.2.11 Amalco will become (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a subsidiary holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the Acquiror.next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Subco and Mijem CryptoGlobal will amalgamate and continue as Amalco with the name "Mijem “CryptoGlobal Inc."”; 2.2.2 Each (b) each holder of Mijem CryptoGlobal Common Shares (other than dissenting CryptoGlobal Shareholders who do not cancel their CryptoGlobal Common Shares in consideration of obtaining Apolo Shares on the Amalgamation) shall receive 0.3576 one fully paid and nonnon- assessable Apolo Share (on a post-assessable Great Oak Shares Consolidation basis) for each one Mijem CryptoGlobal Common Share held by each such holder (the "“Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares”), following which all such Mijem CryptoGlobal Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak (c) each option to purchase a CryptoGlobal Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option (“CryptoGlobal Option”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option to purchase (each, a “Replacement Option”) from Apolo the number of Apolo Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of CryptoGlobal Common Shares subject to such CryptoGlobal Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Apolo Share (rounded up to the nearest whole cent) equal to (y) the exercise price per CryptoGlobal Share otherwise purchasable pursuant to such CryptoGlobal Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the Acquiror ITA as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a "particular holder being exercisable for a number of Apolo Shares that includes a fractional Apolo Share, the total number of Apolo Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Apolo Shares. All terms and conditions of a Replacement Option") , including the term to expiry, conditions to and manner of economically equivalent value exercising, will be the same as the Mijem CryptoGlobal Option so for which it was exchanged, and each Mijem any certificate or option agreement previously evidencing the CryptoGlobal Option so exchanged shall thereupon thereafter evidence and be cancelleddeemed to evidence such Replacement Option. Upon Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the ITA, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Apolo Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Apolo Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of CryptoGlobal Common Shares subject to the CryptoGlobal Option immediately before the exchange over the aggregate exercise price for such CryptoGlobal Common Shares under the CryptoGlobal Option, and: (i) each holder of CryptoGlobal Options shall cease to be the holder of CryptoGlobal Options, and subject or have any rights as a holder of such CryptoGlobal Options (other than to adjustment receive Replacement Options in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (DBusiness Combination); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior (ii) each name of a holder of CryptoGlobal Options shall be removed from the register of CryptoGlobal Options maintained by or on behalf of CryptoGlobal; and (iii) all CryptoGlobal Options exchanged pursuant to the Effective Date this Section 4(c) shall be cancelled; (d) all other convertible securities issued by CryptoGlobal shall be exchanged for a warrant convertible securities in the capital of Apolo on the basis of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchangedExchange Ratio, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the all terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D)adjusted accordingly; 2.2.6 The Acquiror (e) Apolo shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorApolo, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (f) in consideration of the issuance of the Amalgamation Securities pursuant to Apolo Shares in Section 2.2.24(b), Amalco shall issue to the Acquiror Apolo one Amalco Share for each of the Amalgamation Securities Apolo Share issued; 2.2.8 The Amalgamation Securities (g) the Apolo Shares shall be issued as fully paid in consideration of the cancellation of the Mijem CryptoGlobal Common Shares immediately prior to the Effective Time, excluding any CryptoGlobal Common Shares held by dissenting CryptoGlobal Common Shareholders who do not cancel their CryptoGlobal Common Shares in consideration of obtaining Apolo Shares in the Amalgamation; 2.2.9 (h) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Subco Shares and CryptoGlobal Common Shares immediately prior to the Mijem SharesEffective Time; 2.2.10 The Acquiror (i) Apolo shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement Transactions to any Mijem Shareholder holder of CryptoGlobal Common Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the CryptoGlobal Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (j) Amalco will become a wholly-owned subsidiary of the AcquirorApolo.

Amalgamation. The Parties ‌ (a) Gamesquare and Magnolia agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among Magnolia, Magnolia Subco (a wholly-owned subsidiary of Magnolia) and Gamesquare pursuant to the OBCA. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Gamesquare shall cause call and hold the Gamesquare Meeting for the purpose of approving, among other things, the Amalgamation Resolution; (ii) Magnolia shall call and hold the Magnolia Meeting for the purpose of approving the Reverse Take-Over Resolution and the Magnolia Other Resolutions; and (iii) Magnolia and Gamesquare shall prepare and mail the Circular to the Magnolia Shareholders and Gamesquare Shareholders, respectively. (c) Following approval of the Reverse Take-Over Resolution and the Magnolia Other Resolutions by the Magnolia Shareholders and the Amalgamation Resolution by the Gamesquare Shareholders, respectively, in accordance with the requirements of the OBCA, Magnolia Subco and Gamesquare shall jointly complete and file Articles of Amalgamation, in duplicate, substantially in the form set forth in Schedule “B” hereto with the Director appointed under the OBCA, giving effect to the Amalgamation of Magnolia Subco and Gamesquare upon and subject to the terms of this Agreement. (d) Upon the issue of a Certificate giving effect to the Amalgamation: (i) Magnolia Subco and Gamesquare shall be amalgamated and shall continue as one corporation effective on the date of the Certificate (the “Effective Date”) under the terms and conditions prescribed in this Agreement pursuant to the OBCA; (ii) each of Magnolia Subco and Gamesquare shall cease to exist as entities separate from Amalco; (iii) Amalco shall possess all the property, rights, privileges and franchises and be subject to all the liabilities and obligations, including civil, criminal and quasi- criminal, and all the Contracts, disabilities and debts of each of Magnolia Subco and Gamesquare; (iv) a conviction against, or ruling, order or judgment in favour of or against either Magnolia Subco or Gamesquare may be enforced by or against Amalco; (v) the Articles of Amalgamation of Amalco shall be deemed to be filed pursuant the articles of incorporation of Amalco and the Certificate, except for the purposes of subsection 117(1) of the OBCA, shall be deemed to be the certificate of incorporation of Amalco; and (vi) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either Magnolia Subco or Gamesquare before the Amalgamation has become effective. (e) The name of Amalco shall be “Gamesquare Esports Inc.”, or such other name as is acceptable to the OBCA regulatory authorities and the Parties. The registered office of Amalco shall be in the City of Toronto, in the Province of Ontario, at 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0. (f) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. (g) The fiscal year end of Amalco shall be November 30 of each calendar year. (h) The by-laws of Amalco shall be the existing by-laws of Gamesquare. A copy of the proposed by-laws of Amalco may be examined at the following address: 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0. (i) The board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of ten (10) directors, until changed in accordance with the OBCA. The number of first directors of Amalco shall be one and the first director of Amalco shall be: (j) The said first director shall hold office until the first annual meeting of the shareholders of Amalco, or until his successor is elected or appointed in accordance with the by-laws of Amalco and the OBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The director shall manage or supervise the management of the business and affairs of Amalco, subject to effect the provisions of the OBCA. (k) The executive officers of Amalco upon completion of the Amalgamation shall be as follows, unless otherwise agreed to by the Parties: (l) Amalco shall be authorized to issue an unlimited number of Amalco Shares. (m) At the Effective Time of the Amalgamation and as a result of the Amalgamation:‌ (i) subject to paragraph 1.2(m)(vii) each Gamesquare Shareholder (other than Dissenting Shareholders who do not cancel their Gamesquare Shares in consideration for obtaining New Magnolia Shares on the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares ) shall receive 0.3576 one fully paid and non-assessable Great Oak Shares post consolidation New Magnolia Share for each one Mijem Common Gamesquare Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Sharesheld, following which all such Mijem Common Gamesquare Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"ii) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Magnolia shall receive one fully paid and non-assessable Amalco Share for each one SubCo Magnolia Subco Share held by the Acquirorheld, following which all such SubCo Magnolia Subco Shares shall be cancelled; 2.2.7 In (iii) in consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2New Magnolia Shares, Amalco shall issue to the Acquiror Magnolia one Amalco Share for each of the Amalgamation Securities New Magnolia Share issued; 2.2.8 The Amalgamation Securities (iv) the New Magnolia Shares shall be issued as fully paid in consideration of the cancellation of the Mijem Gamesquare Shares immediately prior to the Effective Time, excluding any Gamesquare Shares held by Dissenting Shareholders who do not cancel their Gamesquare Shares in consideration of obtaining New Magnolia Shares in the Amalgamation; 2.2.9 (v) Magnolia shall add to the stated capital maintained in respect of the New Magnolia Shares an amount equal to the aggregate paid-up capital (for purposes of the ITA) of the Gamesquare Shares held immediately prior to the Amalgamation; (vi) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Magnolia Subco Shares and Gamesquare Shares immediately prior to the Mijem Amalgamation; (vii) no fractional New Magnolia Shares shall be issued to holders of Gamesquare Shares; in lieu of any fractional entitlement, the number of New Magnolia Shares issued to each former holder of Gamesquare Shares shall be rounded down to the next lesser whole number of New Magnolia Shares; 2.2.10 The Acquiror (viii) Magnolia shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Gamesquare Shareholder such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Gamesquare Shares in respect of which such deduction and withholding was were made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (ix) Amalco will become a wholly-owned subsidiary of the AcquirorMagnolia.

Amalgamation. The Parties Subject to the terms and conditions herein, on the Closing Date, Cultivar Subco and Cultivar shall cause complete the Articles of Amalgamation to be filed pursuant to the OBCA to effect terms of the AmalgamationAmalgamation Agreement. Under Without limiting the foregoing, on closing of the Amalgamation, at pursuant to the Effective Time: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with terms of the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") whichAmalgamation Agreement Admiral Bay agrees to issue: (Aa) Admiral Bay Shares to Cultivar Shareholders in exchange for the case delivery to Admiral Bay of 10% all of the Great Oak issued and outstanding Cultivar Shares. The aggregate number of Admiral Bay Shares issuable to such Mijem Shareholder shall be satisfied by issued in exchange for the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common issued and outstanding Cultivar Shares shall be cancelled; 2.2.3 Each holder determined by multiplying the number of Mijem Class A Cultivar Shares shall receive 0.3576 fully paid issued and non-assessable Great Oak Common outstanding at the time of Closing by the Share Exchange Ratio. No fractional Admiral Bay Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall will be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to issued. To the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall extent any Cultivar Shareholder would otherwise be entitled to receive Great Oak a fractional number of Admiral Bay Shares on Closing of the Amalgamation, the number of Admiral Bay Shares to be issued to such Cultivar Shareholder shall be rounded to the nearest whole Admiral Bay Share; (b) The Resulting Issuer Warrants to the holders of Cultivar Warrants which remain outstanding on Closing in exchange for the Cultivar Warrants. The rate of exchange of Resulting Issuer Warrants for Cultivar Warrants shall be equal to the Share Exchange Ratio. No fractional Resulting Issuer Warrant will be issued. To the extent any holder of Cultivar Warrants would otherwise be entitled to receive a fractional number of Resulting Issuer Warrants on Closing of the Amalgamation, the number of Resulting Issuer Warrants to be issued to such holder of Cultivar Warrants shall be rounded to the nearest whole Resulting Issuer Warrant. Each Resulting Issuer Warrant will be issued by Admiral Bay on substantially the same terms as the Cultivar Warrant it replaces (subject to appropriate adjustments to the exercise price inversely proportional to the Share Exchange Ratio); and (c) if the Cultivar Performance Shares have not been issued by Cultivar as of the Closing Date, the Resulting Issuer agrees that it is contractually obligated to issue Resulting Issuer Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior terms subject to appropriate adjustments proportional to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelled; 2.2.7 In consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the AcquirorExchange Ratio.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA CBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Subco and Mijem the Company will amalgamate and continue as Amalco with the name "Mijem Inc."“[Coinberry Limited]”; 2.2.2 Each (b) each holder of Mijem Common the Company Shares (other than dissenting Company Shareholders who do not cancel their Company Shares in consideration of obtaining the Consideration on the Amalgamation) shall receive 0.3576 fully paid the Consideration, subject to Sections 3.03 and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% 3.04 of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C SharesBusiness Combination Agreement, following which all such Mijem Common the Company Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to (c) the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Purchaser shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorPurchaser, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (d) in consideration of the issuance of the Amalgamation Securities Purchaser Shares pursuant to Section 2.2.2paragraph 4(c), Amalco shall issue to the Acquiror Purchaser one Amalco Share for each of the Amalgamation Securities Purchaser Share issued; 2.2.8 The Amalgamation Securities (e) the Purchaser shall be issued as fully paid issue 3,100,000 Purchaser Shares to Cinaport pursuant to the Cinaport Settlement; (f) in consideration of the cancellation issuance of Purchaser Shares pursuant to paragraph 4(e), Amalco shall issue to the Purchaser one Amalco Share for each Purchaser Share issued; (g) the Purchaser shall add to the stated capital maintained in respect of the Mijem Purchaser Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares immediately prior to the Effective TimeTime (less the paid-up capital of any Company Shares held by Company Dissenting Shareholders who do not exchange their Company Shares for Purchaser Shares on the Amalgamation; 2.2.9 (h) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, Tax Act of the SubCo Subco Shares and the Mijem SharesCompany Shares immediately prior to the Effective Time; 2.2.10 The Acquiror (i) the Purchaser, Amalco, the Company and the Transfer Agent, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement Consideration issuable to any Mijem Shareholder former holder of Company securities of such amounts as acting reasonably upon the advice of professional tax counsel are Purchaser or the Company may be required to be deducted deduct and withheld with respect to such payment withhold therefrom under the ITA or any provision of provincial, state, local or foreign tax law, applicable Laws in each case as amended; to respect of Taxes. To the extent that any amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which person to whom such deduction and withholding was madeamounts would otherwise have been paid, provided that such withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are To satisfy the amount required to be deducted or withheld in providing from any payment to any such data and other information securityholder of the Purchaser, Amalco, the Company, or the Transfer Agent, as applicable, may reasonably be required for the preparation sell or otherwise dispose of any tax returnportion of the Purchaser Shares comprising the Consideration issuable to such holder as is necessary to provide sufficient funds to enable the Purchaser, Amalco, the Company, or the Transfer Agent, as applicable, to comply with such deduction and/or withholding requirements; and 2.2.11 (j) Amalco will become a wholly-owned subsidiary of the AcquirorPurchaser.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Subco and Mijem BCF will amalgamate and continue as Amalco with the name "Mijem Inc."“Blockchain Foundry 2018 Ltd.”; 2.2.2 Each (b) each holder of Mijem BCF Common Shares (other than dissenting BCF Shareholders who do not cancel their BCF Common Shares in consideration of obtaining Tiller Shares on the Amalgamation) shall receive 0.3576 one fully paid and non-assessable Great Oak Shares Tiller Share for each one Mijem BCF Common Share held by each such holder (the "“Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares”), following which all such Mijem BCF Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak (c) each option to purchase a BCF Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option (“BCF Option”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror Tiller to purchase (each, a "“Replacement Option"”) from Tiller the number of Tiller Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of BCF Common Shares subject to such BCF Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Tiller Share (rounded up to the nearest whole cent) equal to (y) the exercise price per BCF Share otherwise purchasable pursuant to such BCF Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of economically equivalent value the ITA as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Tiller Shares that includes a fractional Tiller Share, the total number of Tiller Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Tiller Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Mijem BCF Option so for which it was exchanged, and each Mijem any certificate or option agreement previously evidencing the BCF Option so exchanged shall thereupon thereafter evidence and be cancelleddeemed to evidence such Replacement Option. Upon Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the ITA, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Tiller Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Tiller Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of BCF Common Shares subject to the BCF Option immediately before the exchange over the aggregate exercise price for such BCF Common Shares under the BCF Option, and: (i) each holder of BCF Options shall cease to be the holder of BCF Options, and subject or have any rights as a holder of such BCF Options (other than to adjustment receive Replacement Options in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (DBusiness Combination); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior (ii) each name of a holder of BCF Options shall be removed from the register of BCF Options maintained by or on behalf of BCF; and (iii) all BCF Options exchanged pursuant to the Effective Date this Section 4(c) shall be cancelled; (d) all other convertible securities issued by BCF shall be exchanged for a warrant convertible securities in the capital of Tiller on the basis of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchangedExchange Ratio, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the all terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D)adjusted accordingly; 2.2.6 The Acquiror (e) Tiller shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorTiller, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (f) in consideration of the issuance of the Amalgamation Securities pursuant to Tiller Shares in Section 2.2.24(b), Amalco shall issue to the Acquiror Tiller one Amalco Share for each of the Amalgamation Securities Tiller Share issued; 2.2.8 The Amalgamation Securities (g) the Tiller Shares shall be issued as fully paid in consideration of the cancellation of the Mijem BCF Common Shares immediately prior to the Effective Time, excluding any BCF Common Shares held by dissenting BCF Common Shareholders who do not cancel their BCF Common Shares in consideration of obtaining Tiller Shares in the Amalgamation; 2.2.9 (h) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Subco Shares and BCF Common Shares immediately prior to the Mijem SharesEffective Time; 2.2.10 The Acquiror (i) Tiller shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of BCF Common Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the BCF Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (j) Amalco will become a wholly-owned subsidiary of the AcquirorTiller.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA CBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Subco and Mijem Hempsana will amalgamate and continue as Amalco with the name "Mijem “ Hempsana Capital Inc."”; 2.2.2 Each (b) each holder of Mijem Hempsana Common Shares (other than dissenting Hempsana Shareholders who do not cancel their Hempsana Common Shares in consideration of obtaining Stralak Shares on the Amalgamation) shall receive 0.3576 one fully paid and non-assessable Great Oak Shares Stralak Share for each one Mijem Hempsana Common Share held by each such holder (the "“Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares”), following which all such Mijem Hempsana Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"c) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Stralak shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorStralak, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (d) in consideration of the issuance of the Amalgamation Securities pursuant to Stralak Shares in Section 2.2.24(b), Amalco shall issue to the Acquiror Stralak one Amalco Share for each of the Amalgamation Securities Stralak Share issued; 2.2.8 The Amalgamation Securities (e) the Stralak Shares shall be issued as fully paid in consideration of the cancellation of the Mijem Hempsana Common Shares immediately prior to the Effective Time, excluding any Hempsana Common Shares held by dissenting Hempsana Common Shareholders who do not cancel their Hempsana Common Shares in consideration of obtaining Stralak Shares in the Amalgamation; 2.2.9 (f) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Subco Shares and Hempsana Common Shares immediately prior to the Mijem SharesEffective Time; 2.2.10 The Acquiror (g) Stralak shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of Hempsana Common Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Hempsana Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (h) Amalco will become a wholly-owned subsidiary of the AcquirorStralak.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Subco and Mijem the Company will amalgamate and continue as Amalco with the name "Mijem Inc."“[l]”; 2.2.2 Each (b) each holder of Mijem Common Company Shares (other than dissenting Company Shareholders who do not cancel their Company Shares in consideration of obtaining the Consideration on the Amalgamation) shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% Consideration, subject to Section 2.06 of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C SharesBusiness Combination Agreement, following which all such Mijem Common Company Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for (c) each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Company Remaining Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option a Replacement Option to purchase from the Purchaser the number of Purchaser Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of the Acquiror Company Shares subject to such Company Remaining Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (y) the exercise price per Company Share otherwise purchasable pursuant to such Company Remaining Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the Tax Act as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a "particular holder being exercisable for a number of Purchaser Shares that includes a fractional Purchaser Share, the total number of Purchaser Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Purchaser Shares. All terms and conditions of a Replacement Option") , including the term to expiry, conditions to and manner of economically equivalent value exercising, will be the same as the Mijem Company Remaining Option so for which it was exchanged, and any certificate or option agreement previously evidencing the Company Remaining Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the Tax Act, the exercise price of each Mijem Replacement Option so of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Purchaser Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Purchaser Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of the Company Shares subject to the Company Remaining Option immediately before the exchange over the aggregate exercise price for such Company Shares under the Company Remaining Option, and: (i) each holder of Company Remaining Options shall cease to be the holder of the Company Remaining Options, or have any rights as a holder of such Company Remaining Options (other than to receive Replacement Options in accordance with the Business Combination); (ii) each name of a holder of Company Remaining Options shall be removed from the register of the Company Options maintained by or on behalf of the Company; and (iii) all the Company Remaining Options exchanged pursuant to this Section 4(c) shall thereupon be cancelled. Upon ; (d) each outstanding Company Remaining Broker Warrant will be cancelled and in its place the exercise Purchaser shall issue such number of Replacement OptionsBroker Warrants as determined in accordance with the Exchange Ratio, on the same terms and subject conditions as the cancelled Company Remaining Broker Warrants, except to adjustment the extent their terms may be adjusted (in accordance with the terms thereof, of such Company Remaining Broker Warrant) to reflect the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D)Amalgamation; 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant"e) of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Purchaser shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorPurchaser, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (f) in consideration of the issuance of the Amalgamation Securities Purchaser Shares pursuant to Section 2.2.2paragraph 4(c), Amalco shall issue to the Acquiror Purchaser one Amalco Share for each of the Amalgamation Securities Purchaser Share issued; 2.2.8 The Amalgamation Securities (g) Purchaser shall be issued as fully paid add to the stated capital maintained in consideration respect of the cancellation Purchaser Shares an amount equal to the aggregate paid-up capital for purposes of the Mijem Tax Act of the Company Shares immediately prior to the Effective TimeTime (less the paid-up capital of any the Company Shares held by dissenting Company Shareholders who do not exchange their Company Shares for Purchaser Shares on the Amalgamation); 2.2.9 (h) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, Tax Act of the SubCo Subco Shares and the Mijem SharesCompany Shares immediately prior to the Effective Time; 2.2.10 The Acquiror (i) Purchaser or the Company shall be entitled to deduct and or withhold from any consideration Consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of Company Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and or withheld with respect to such payment under the ITA Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to . To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Company Shares in respect of which such deduction and or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax returnGovernmental Authority; and 2.2.11 (j) Amalco will become a wholly-owned subsidiary of the AcquirorPurchaser.

Amalgamation. The Parties At the Effective Time and following the exchange of the Subscription Receipts for Xxxxx Shares and Xxxxx Warrants: (i) Navasota and Finco will effect the combination of their respective businesses and assets by way of a "three-cornered amalgamation" among Navasota, Subco2 and Finco in accordance with the provisions of the BCBCA. (ii) Navasota, as sole shareholder of each of Subco2 and Xxxxx prior to the exchange of the Subscription Receipts, will deliver a consent resolution in writing for each of Subco2 and Xxxxx approving the Amalgamation. (iii) Subco2 and Finco shall cause jointly complete and file the Articles Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA. (iv) Upon the issuance of a Certificate of Amalgamation giving effect to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at Subco2 and Finco shall be amalgamated and shall continue as one company effective on the date of the Certificate of Amalgamation (the "Effective TimeDate") under the terms and conditions prescribed in the Amalgamation Agreement. (v) As a result of the Amalgamation: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each (A) each holder of Mijem Common Xxxxx Shares other than Navasota shall receive 0.3576 one fully paid and non-assessable Great Oak Shares Resulting Issuer Share for each one Mijem Common Xxxxx Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Sharesheld, following which all such Mijem Common Xxxxx Shares shall be cancelled; 2.2.3 Each holder (B) Resulting Issuer Warrants and Resulting Issuer Agent Warrants will be issued to the holders of Mijem Class A Shares Xxxxx Warrants and Xxxxx Agent Warrants respectively, in exchange and replacement for, on equivalent terms and on a 1:1 basis, such Xxxxx Warrants and Xxxxx Agent Warrants, which shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall thereby be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"C) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Navasota shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco2 Share held by the AcquirorNavasota, following which all such SubCo Subco2 Shares shall be cancelled; 2.2.7 In (D) in consideration of the issuance of the Amalgamation Securities Resulting Issuer Shares pursuant to Section 2.2.22.1(h)(v)(A), Amalco shall issue to the Acquiror Navasota one Amalco Share for each of the Amalgamation Securities Resulting Share issued; 2.2.8 The Amalgamation Securities (E) Navasota shall be issued as fully paid add to the capital maintained in consideration respect of the cancellation Resulting Issuer Shares an amount equal to the aggregate paid-up capital for purposes of the Mijem Income Tax Act (Canada) of the Xxxxx Shares immediately prior to the Effective Time; 2.2.9 (F) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITAIncome Tax (G) no fractional Resulting Issuer Shares shall be issued to holders of Xxxxx Shares; in the event of any fractional entitlement, the number of Resulting Issuer Shares issued to each former holder of Xxxxx Shares shall be rounded down to the SubCo next lesser whole number of Resulting Issuer Shares and the Mijem Shareswithout any payment in respect of such fractional Resulting Issuer Share; 2.2.10 The Acquiror (H) Navasota shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of Xxxxx Shares such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA Income Tax Act (Canada) or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Xxxxx Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (I) Amalco will become a subsidiary wholly-owned Subsidiary of the AcquirorNavasota.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant Immediately prior to the OBCA to effect Closing, the Corporation will complete a long-form amalgamation (the “Amalgamation. Under ”) among the AmalgamationCorporation and the Founder Holdcos in accordance with Section 181 of the Act, at the Effective Time: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each holder result that: (i) the authorized share capital of Mijem the amalgamated corporation (“Amalco”) shall consist of an unlimited number of Common Shares shall receive 0.3576 fully paid (“Amalco Common Shares”) and non-assessable Great Oak an unlimited number of Class A Preferred Shares for each one Mijem Common Share held by each such holder (“Amalco Preferred Shares”), with the rights, privileges, restrictions and conditions set forth in the current articles of incorporation of the Corporation, as amended (the "Exchange Ratio"“Articles”), and (ii) whichthe issued and outstanding share capital of the Corporation and each of the Founder Holdcos shall be converted and exchanged into shares of Amalco, as follows: (A1) in the case of 10% of the Great Oak Common Shares issuable to such Mijem Shareholder shall be satisfied held by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares Founder Holdcos shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid (2) each issued and non-assessable Great Oak outstanding Common Shares for each one Mijem Class A Share held by shareholders other than the Founder Holdcos shall be converted and exchanged into one Amalco Common Share; (3) each such holder following which all such Mijem issued and outstanding Preferred Share shall be converted and exchanged into one Amalco Preferred Share; (4) each Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to Common Share in the Effective Date shall be exchanged for an option capital of each of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share Founder Holdcos held by the Acquiror, following which all such SubCo Shares Founder Trusts shall be cancelled;converted and exchanged into 2003.59 Amalco Common Shares; and 2.2.7 In consideration (5) each Class A Special Share in the capital of each of the issuance Founder Holdcos held by the Founders shall be converted and exchanged into 2.49641 Amalco Common Shares; with the result that Amalco’s issued and outstanding capitalization after the completion of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares and immediately prior to the Effective Time; 2.2.9 Closing shall be as set forth in the Purchase Price Schedule under the heading “Corporation Shares”. In addition, effective as of the completion of the Amalgamation and the receipt of a certificate of amalgamation (the “Certificate of Amalgamation”) relating thereto: (i) each granted and outstanding Option shall thereafter be exercisable for one Amalco Common Share, and (ii) the Amalgamation shall add have the other effects set forth in Section 186 of the Act and in the amalgamation agreement submitted for approval by the Shareholders prior to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning filing of the ITA, Certificate of the SubCo Shares Amalgamation and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to completion of the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the Acquirorherein.

Amalgamation. (a) The Parties Seller and the Purchaser agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) At the Effective Time, AcquireCo and NewCo shall cause the Articles of Amalgamation to be filed amalgamated and shall continue as one company, being Amalco, pursuant to the OBCA to effect provisions of Section 279 of the Amalgamation. Under the Amalgamation, at BCBCA. (ii) At the Effective Time: 2.2.1 SubCo (A) each of the NewCo Shares issued and Mijem will amalgamate and continue as Amalco with outstanding immediately prior to the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares Effective Time shall receive 0.3576 be exchanged by the Seller for one (1) fully paid and non-assessable Great Oak Shares for each Consideration Share and one Mijem Common Share held by each such holder (the "Exchange Ratio"1) which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares,Top-Up Special Warrant; (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid each issued and non-assessable Great Oak Common Shares for each one Mijem Class A outstanding Newco Share held by each such holder following which all such Mijem Class A the Purchaser as a result of the exchange of Newco Shares shall for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be immediately exchanged for an option of the Acquiror one (a "Replacement Option"1) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for Shares; and (C) each one SubCo issued and outstanding AcquireCo Share held by the Acquiror, following which all such SubCo Shares shall Purchaser will be cancelled;exchanged for one (1) fully paid and non-assessable Amalco Share. 2.2.7 In consideration (b) The Seller agrees that 4,500,000 of the issuance Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Amalgamation Securities pursuant Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to Section 2.2.2, Amalco shall issue be issued to the Acquiror one Amalco Share for each of Seller under the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 Amalco shall add Seller will be rounded down to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the Acquirornext whole number.

Amalgamation. The Parties (a) Nodalblock and eXeBlock agree to effect the combination of their respective businesses and assets by way of a "three-cornered amalgamation" between eXeBlock, eXeBlock Subco and Nodalblock, whereby eXeBlock Subco and Nodalblock will amalgamate and become the wholly-owned subsidiary of eXeBlock, subject to the terms and conditions hereof. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Nodalblock shall cause to be approved the Nodalblock Resolutions by the unanimous consent of the Nodalblock Shareholders (the “Nodalblock Unanimous Consent Resolution”), or if the Nodalblock Unanimous Consent Resolution is not able to be obtained, Nodalblock shall call and hold the Nodalblock Meeting for the purposes of approving the Nodalblock Resolutions; (ii) if the Nodalblock Meeting has been called, Nodalblock shall prepare and mail the Nodalblock Circular; (iii) eXeBlock shall call and hold the eXeBlock Meeting for the purpose of approving the eXeBlock Resolutions, and the Resulting Issuer Director Appointments; and, (iv) eXeBlock shall prepare and mail the eXeBlock Circular. (c) Upon the completion of the Nodalblock Split, Nodalblock Continuance, and approval of the Nodalblock Amalgamation Resolution by the Nodalblock Shareholders, and the approval of the eXeBlock Resolutions and the Resulting Issuer Director Appointments by the eXeBlock Shareholders, completion of the Share Consolidation, and completion or waiver of other conditions precedent herein, in accordance with the requirements of the CBCA, eXeBlock Subco and Nodalblock shall jointly execute and file Articles of Amalgamation and all other required documents with Corporations Canada, giving effect to the Amalgamation of eXeBlock Subco and Nodalblock to form Amalco, upon and subject to the terms of this Agreement. (d) Upon the issue of a Certificate giving effect to the Amalgamation: (i) eXeBlock Subco and Nodalblock shall be amalgamated and shall continue as one corporation, Amalco, effective on the date of the Certificate (the "Effective Date") under the terms and conditions prescribed in this Agreement; (ii) each of eXeBlock Subco and Nodalblock shall cease to exist as entities separate from Amalco, but are continued into Amalco together; (iii) Nodalblock Subco shall become a wholly owned Subsidiary of Amalco; (iv) Amalco shall possess all the property, rights, privileges and franchises and be subject to all the Liabilities, including civil, criminal and quasi-criminal, and all the Contracts, disabilities and debts of each of eXeBlock Subco and Nodalblock; (v) a conviction against, or ruling, order or judgment in favour of or against either eXeBlock Subco or Nodalblock may be enforced by or against Amalco; (vi) the Articles of Amalgamation of Amalco shall be deemed to be filed pursuant the articles of incorporation of Amalco and the Certificate shall be deemed to be the certificate of incorporation of Amalco; and (vii) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either eXeBlock Subco or Nodalblock before the Amalgamation has become effective. (e) The name of Amalco shall be Oaro Technology Inc. (f) The registered office of Amalco shall be 0000 Xxxxx Xxxxx Xx., Xxxxx 000 Xxxxxxx, XX X0X 0X0. (g) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. (h) The bylaws of Amalco shall be the existing bylaws of eXeBlock Subco immediately prior to the OBCA Effective Date. (i) The board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of five (5) directors, until changed in accordance with the CBCA. The first directors of Amalco shall be: Name Address Resident Canadian Xxx Xxxxxx 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Xxxxxx Xxxxx Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Xxxxxx (j) The first directors of Amalco shall hold office until the first annual meeting of the shareholders of Amalco, or until their successors are elected or appointed in accordance with the Articles of Amalgamation and the CBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to effect the provisions of the CBCA. (k) The executive officers of Amalco upon completion of the Amalgamation shall be as follows: Name Title Xxxx Xxxxxxx Chief Executive Officer Xxxxx Xxxxxxx Chief Financial Officer (l) Amalco shall be authorized to issue an unlimited number of common shares. (m) At the Effective Time of the Amalgamation and as a result of the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 SubCo (i) subject to subsection 1.2(o), after completion of the Nodalblock Split and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each Share Consolidation, each holder of Mijem Common Post-Split Nodalblock Shares shall receive 0.3576 fully paid and nonfor all Post-assessable Great Oak Split Nodalblock Shares for each one Mijem Common Share held by each such holder (them the "number of Post-Consolidation eXeBlock Shares equal to the Exchange Ratio") which: (A) in the case of 10% of the Great Oak Ratio multiplied by all Post-Split Nodalblock Shares issuable to such Mijem Shareholder shall be satisfied held by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Sharesthem, following which all such Mijem Common Post-Split Nodalblock Shares shall be cancelled; 2.2.3 Each (ii) after completion of the Nodalblock Split and the Share Consolidation, each holder of Mijem Class A Shares Nodalblock Options shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share all Nodalblock Options held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to them the Effective Date shall be exchanged for an option number of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchangedResulting Issuer Options, and each Mijem Option so exchanged holder of Nodalblock Warrants shall thereupon be cancelled. Upon receive for all Nodalblock Warrants held by them the number of Resulting Issuer Warrants, in each case adjusting the number and exercise of Replacement Optionsprice thereof accordingly based on the Exchange Ratio, and subject to adjustment all other terms of the Nodalblock Convertible Securities shall remain the same, except as may be specifically modified in accordance with the terms thereof, case of the holder thereof shall be entitled to receive Great Oak Shares on Nodalblock Options by the same basis as provided in Section 2.2.2.(A) through (D)eXeBlock Stock Option Plan; 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant"iii) of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror eXeBlock shall receive one (1) fully paid and non-assessable Amalco Share for each one SubCo eXeBlock Subco Share held by the AcquiroreXeBlock, following which all such SubCo eXeBlock Subco Shares shall be cancelled; 2.2.7 In (iv) in consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2Post-Consolidation eXeBlock Shares as provided in subclause (i) above, Amalco shall issue to the Acquiror eXeBlock one (1) Amalco Share for each of the Amalgamation Securities Post-Consolidation eXeBlock Share issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 (v) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an the maximum amount equal permitted under the ITA; (vi) no fractional eXeBlock Shares shall be issued to Nodalblock Shareholders; in lieu of any fractional entitlement, the number of eXeBlock Shares issued to each former Nodalblock Shareholder shall be rounded down to the paid-up capital, within the meaning next lesser whole number of the ITA, of the SubCo Shares and the Mijem eXeBlock Shares; 2.2.10 The Acquiror (vii) no fractional Resulting Issuer Options shall be issued to holders of Nodalblock Options or Nodalblock Warrants; in lieu of any fractional entitlement, the number of Post-Consolidation eXeBlock Shares issuable to each former Nodalblock Option holder or Nodalblock Warrant holder shall be rounded down to the next lesser whole number of Post- Consolidation eXeBlock Shares; (viii) eXeBlock shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of Post-Split Nodalblock Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Post-Split Nodalblock Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and; 2.2.11 (ix) Amalco will become a subsidiary wholly-owned Subsidiary of eXeBlock; (x) the property of each of Nodalblock and eXeBlock Subco continues to be the property of Amalco and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of any rights or obligations of Nodalblock or eXeBlock Subco; (xi) Amalco continues to be liable for the obligations of each of Nodalblock and eXeBlock Subco, including civil, criminal and quasi-criminal, and all Contracts, disabilities and Liabilities, of each of Nodalblock and eXeBlock Subco; and (xii) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either Nodalblock or eXeBlock Subco before the Amalgamation has become effective. (n) At the Effective Time: (i) subject to subsection 1.2(o), the registered Nodalblock Shareholders shall become the registered holders of the AcquirorPost-Consolidation eXeBlock Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of share certificates representing such Post-Split Nodalblock Shares may surrender such certificates to the Depositary and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of Post-Consolidated eXeBlock Shares to which they are so entitled, provided that certificates being delivered to United States holders shall bear on the face thereof the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF OARO TECHNOLOGY CORPORATION AND ANY SUCCESSOR ENTITY (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 000 XXXXXXXXXX, XX (X) XXXXXX XXX XXXXXX XXXXXX PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION; and (ii) eXeBlock shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (o) Each Nodalblock Share held by a Nodalblock Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and Encumbrances, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 2 hereof, and the name of such holder shall be removed from the central securities register as a holder of Post-Split Nodalblock Shares. (p) If a Nodalblock Dissenting Shareholder fails to perfect or effectively withdraws its claim under Part XV of the CBCA or forfeits its right to make a claim under the CBCA or if its rights as a Nodalblock Shareholder are otherwise reinstated, such holder's Post-Split Nodalblock Shares shall thereupon be deemed to have been converted as of the Effective Time as prescribed by subsection 1.2(m)(i). (q) There shall be no restriction on the transferability of the shares of Amalco, except as provided under applicable securities laws and the bylaws of Amalco. (r) Subject to the provisions of the CBCA, appropriate resolutions shall be passed to ensure the following provisions apply to Amalco: (i) Without in any way restricting the powers conferred upon Amalco or its board of directors by the CBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without Authorization of the shareholders, in such amounts and on such terms as it deems expedient: (A) borrow money upon the credit of Amalco; (B) issue, re-issue, sell or pledge debt obligations of Amalco; (C) subject to the provisions of the CBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of Amalco to secure performance of an obligation of any Person; and (D) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to secure any obligation of Amalco. (ii) the board of directors may from time to time delegate to a director, a committee of directors or an officer of Amalco any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.

Amalgamation. The Parties shall cause If the Articles Minimum Tender Condition is satisfied and the Offer is consummated, no separate proxy solicitation of Amalgamation ADT Shareholders will be required and Western Resources does not currently intend to be filed make any such solicitation. THE ACCEPTANCE OF AND PAYMENT FOR SHARES BY WESTERN RESOURCES PURSUANT TO THE OFFER IS CONDITIONED UPON ADOPTION OF THE WESTERN RESOURCES PROPOSALS. ACCORDINGLY, APPROVAL OF THE WESTERN RESOURCES PROPOSALS AT THE ADT SPECIAL MEETING WILL FACILITATE THE PROMPT CONSUMMATION OF THE OFFER. WESTERN RESOURCES URGES ADT SHAREHOLDERS TO PRESERVE THEIR OPPORTUNITY TO ACCEPT THE SIGNIFICANT BENEFITS OF THE OFFER BY PROMPTLY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD. YOU MUST SEPARATELY TENDER YOUR SHARES PURSUANT TO THE OFFER IF YOU WISH TO PARTICIPATE IN THE OFFER. VOTING FOR THE WESTERN RESOURCES PROPOSALS DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR FAILURE TO VOTE FOR THE WESTERN RESOURCES PROPOSALS DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE OFFER. If your Shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this Proxy Statement. If your Shares are held in the name of a brokerage firm, bank or other institution, please sign, date and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by that firm. If you have any questions or require assistance in voting your Shares, please call toll free: MacKenzie Partners, Inc. 000 Xxxxx Xxxxxx New York, New York 00000 (000) 000-0000 (toll-free) THIS PRELIMINARY PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO. WESTERN RESOURCES HAS FILED EXCHANGE OFFER MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION AND INTENDS TO MAKE ITS OFFER DIRECTLY TO SHAREHOLDERS OF ADT LIMITED AS SOON AS ITS REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION. THE OFFER WILL BE MADE ONLY BY MEANS OF THE FINAL PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL WHICH WILL BE SEPARATELY MAILED TO ADT SHAREHOLDERS. THE REQUISITION On December 18, 1996, Westar Capital deposited a requisition (the "Requisition") with ADT, pursuant to Section 74 of the OBCA Companies Act and Bye- Law 42 of the ADT Bye-Laws, requiring the ADT Board to effect convene the AmalgamationADT Special Meeting so that ADT Shareholders will have the opportunity to vote on the Western Resources Proposals. Under the AmalgamationCompanies Act and the ADT Bye-Laws, at the Effective Time: 2.2.1 SubCo ADT Board is required to convene the ADT Special Meeting. In the event that the ADT Board does not within twenty-one days from the date of the deposit of the Requisition convene the ADT Special Meeting, Westar Capital may itself convene the ADT Special Meeting. Westar Capital has requested that the date of the ADT Special Meeting be February 18, 1997; however, on January 7, 1997, ADT announced that it had tentatively scheduled the ADT Special Meeting for July 8, 1997. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and Mijem will amalgamate and continue as Amalco is seeking relief to compel the ADT Board to hold the ADT Special Meeting on or before March 20, 1997. See "Litigation." DESCRIPTION OF THE WESTERN RESOURCES PROPOSALS Western Resources is soliciting proxies in connection with the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Shares ADT Special Meeting for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% approval of the Great Oak Shares issuable Western Resources Proposals, which are described below. At the ADT Special Meeting, ADT Shareholders will be asked to such Mijem Shareholder shall be satisfied by adopt the issuance of Great Oak Common Shares, (B) resolutions attached as Annex 1 hereto in order to implement the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelled; 2.2.7 In consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the AcquirorWestern Resources Proposals.

Amalgamation. The Parties Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.2, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 SubCo under which UHC and Mijem Subco will amalgamate and continue as Amalco Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the name "Mijem Inc."; 2.2.2 Each holder Barisan Transaction and UHC Shares issued in connection with the UHC Financing) shall be exchanged for an equal number of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Vesta Shares for each one Mijem Common Share held by each such holder (and the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak UHC Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares thus exchanged shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid (ii) the Subco Common Share will be cancelled and non-assessable Great Oak replaced by one (1) Amalco Common Shares for Share; (iii) each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares UHC Warrant shall be cancelledreplaced with an equal number of Vesta UHC Replacement Warrants; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged (iv) as consideration for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelled; 2.2.7 In consideration of the issuance of the Amalgamation Securities pursuant Vesta Shares to Section 2.2.2effect the Amalgamation, Amalco shall will issue to the Acquiror Vesta one (1) Amalco Common Share for each Vesta Share issued to holders of UHC Shares; (v) all of the Amalgamation Securities issuedproperty and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (vi) Amalco will be a direct wholly-owned Subsidiary of Vesta; 2.2.8 The Amalgamation Securities (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Shares and Vesta UHC Replacement Warrants, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Shares and UHC Warrants. Any fractional Vesta Shares or Vesta UHC Replacement Warrants which are issuable or deliverable to any UHC Securityholder pursuant to this Section 2.2 will be issued as fully paid in consideration rounded up to the next whole number; (e) it is the understanding of the cancellation Parties that the holders of the Mijem UHC Shares immediately prior to the Effective Time; 2.2.9 Amalco Time (including UHC Shares issued in connection with the UHC Financing) shall add to the stated capital maintained in respect collectively be issued that number of (a) the Amalco Vesta Shares an amount as are equal to the paidnumber of UHC Shares which are issued in connection with the UHC Financing pro rata on a one-up capitalfor-one basis; (f) the Parties hereby acknowledge and agree that upon the Closing, within Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx shall each resign as directors of Vesta and the meaning board of directors of Vesta shall be constituted as follows: (i) Xxxx Xxxxxxx; (ii) Xx. Xxxxxx Xxxxxxxx; (iii) Xxxxxx Xxxxx; and (iv) Xxxxx Xxxxxxxx; (g) the Parties further acknowledge that upon the Closing: (i) Xxxx Xxxxxxx shall act as Chairman of the ITAboard of directors of Vesta; (ii) Xx. Xxxxxx Xxxxxxxx shall act as the Chief Executive Officer of Vesta; (iii) Xxxxx Xxxxxxxx shall act as the Chief Financial Officer of Vesta; and (iv) Xxxxxx Xxxxx shall act as the Corporate Secretary of Vesta; and each of AOC, of the SubCo Shares Barisan and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant Mogul hereby consent to the transactions contemplated by set forth in subparagraph (b) of this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the AcquirorSection 2.2.

Amalgamation. (a) The Parties Seller and the Purchaser agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) At the Effective Time, AcquireCo and NewCo shall cause the Articles of Amalgamation to be filed amalgamated and shall continue as one company, being Amalco, pursuant to the OBCA to effect provisions of Section 279 of the Amalgamation. Under the Amalgamation, at BCBCA. (ii) At the Effective Time: 2.2.1 SubCo (A) each of the NewCo Shares issued and Mijem will amalgamate and continue as Amalco with outstanding immediately prior to the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares Effective Time shall receive 0.3576 be exchanged by the Seller for one (1) fully paid and non-assessable Great Oak Shares for each Consideration Share and one Mijem Common Share held by each such holder (the "Exchange Ratio"1) which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares,Top- Up Special Warrant; (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid each issued and non-assessable Great Oak Common Shares for each one Mijem Class A outstanding Newco Share held by each such holder following which all such Mijem Class A the Purchaser as a result of the exchange of Newco Shares shall for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be immediately exchanged for an option of the Acquiror one (a "Replacement Option"1) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for Shares; and (C) each one SubCo issued and outstanding AcquireCo Share held by the Acquiror, following which all such SubCo Shares shall Purchaser will be cancelled;exchanged for one (1) fully paid and non-assessable Amalco Share. 2.2.7 In consideration (b) The Seller agrees that 4,500,000 of the issuance Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Amalgamation Securities pursuant Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to Section 2.2.2, Amalco shall issue be issued to the Acquiror one Amalco Share for each of Seller under the Amalgamation Securities issued; 2.2.8 The Amalgamation Securities shall would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 Amalco shall add Seller will be rounded down to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of the Acquirornext whole number.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA (a) Thundermin and Rambler agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among Rambler, Subco and Thundermin. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Thundermin shall call and hold the Thundermin Meeting for the purpose of approving the Amalgamation Resolution and shall prepare and mail the Thundermin Circular to the Thundermin Shareholders. (c) As soon as reasonably practicable following the approval of the Amalgamation Resolution by the Thundermin Shareholders, Rambler shall pass a special resolution, as sole shareholder of Subco, approving the Amalgamation. Under . (d) Upon the approval of the Amalgamation Resolution by the Thundermin Shareholders, in accordance with the OBCA, as applicable, Subco and Thundermin shall jointly complete and file articles of amalgamation hereto with the Director, giving effect to the Amalgamation upon and subject to the terms of the Amalgamation Agreement. (e) Upon the issue of a Certificate giving effect to the Amalgamation, at Subco and Thundermin shall be amalgamated and shall continue as one corporation effective on the date of the Certificate (the “Effective Date”) under the terms and conditions prescribed in the Amalgamation Agreement. (f) At the Effective TimeTime and as a result of the Amalgamation: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each (i) each holder of Mijem Common Thundermin Shares as of the Effective Date (other than Thundermin Dissenting Shareholders described in Section 2.1(h)) shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each Rambler Shares, traded on the TSX-V, in in consideration of the cancellation of such holder (holder’s Thundermin shares based on the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Thundermin Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"ii) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Rambler shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorRambler, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (iii) in consideration of the issuance of the Amalgamation Securities Rambler Shares pursuant to Section 2.2.2Paragraph 2.1(f)(i), Amalco shall issue to the Acquiror Rambler one Amalco Share for each of the Amalgamation Securities Rambler Share issued; 2.2.8 The Amalgamation Securities (iv) the Rambler Shares shall be issued as fully paid in consideration of the cancellation of the Mijem Thundermin Shares immediately prior to the Effective Time, excluding any Thundermin Shares held by dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in consideration of obtaining Rambler Shares in the Amalgamation; 2.2.9 (v) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Subco Shares and Thundermin Shares immediately prior to the Mijem SharesEffective Time; 2.2.10 The Acquiror (vi) each outstanding Thundermin Option will be cancelled and in its place Rambler shall grant to the holder thereof such number of Replacement Options as determined in accordance with the Exchange Ratio, on the same terms and conditions as the cancelled Thundermin Options, except to the extent their terms may be adjusted (in accordance with the terms of such Thundermin Option and the Exchange Ratio) to reflect the Amalgamation; (vii) each outstanding Thundermin Warrant will be cancelled and in its place Rambler shall issue such number of Replacement Warrants as determined in accordance with the Exchange Ratio, on the same terms and conditions as the cancelled Thundermin Warrants, except to the extent their terms may be adjusted (in accordance with the terms of such Thundermin Warrant and the Exchange Ratio) to reflect the Amalgamation; (viii) no fractional Rambler Shares shall be issued to holders of Thundermin Shares; in lieu of any fractional entitlement, the number of Rambler Shares issued to each former holder of Thundermin Shares shall be rounded up to the nearest whole Rambler Share in the event that the former holder of Thundermin Shares is entitled to receive a fractional share representing 0.5 or more of a Rambler Share, or be rounded down to the nearest whole Rambler Share in the event that the former holder of Thundermin Shares is entitled to receive a fractional share representing less than 0.5 of a Rambler Share; (ix) Rambler Shares, Replacement Options, and Replacement Warrants issued to U.S. Persons shall be “restricted securities” as defined in Rule 144 of the U.S. Securities Act and shall bear a legend in customary form restricting transfer without registration under the U.S. Securities Act unless an exemption from registration is available; (x) Replacement Options and Replacement Warrants will not be exercisable in the United States or by or on behalf of a U.S. Person unless an exemption from registration is available under the U.S. Securities Act and applicable state securities laws is available, and Rambler shall have received an opinion of counsel satisfactory to it to such effect; and (xi) Amalco will be a wholly-owned (directly or indirectly) subsidiary of Rambler. (g) At the Effective Time: (i) subject to subsection 2.1(f) the registered holders of Thundermin Shares shall become the registered holders of the Rambler Shares to which they are entitled, calculated in accordance with the provisions hererof, and the holders of share certificates representing such Thundermin Shares may surrender such certificates to the Depositary and, upon such surrender, shall be entitled to deduct and withhold from any consideration otherwise payable pursuant receive and, as soon as reasonably practicable following the Effective Time, shall receive share certificates representing the number of Rambler Shares to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts which they are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax returnentitled; and 2.2.11 Amalco will (ii) Rambler shall become a subsidiary the registered holder of the AcquirorAmalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (h) At the Effective Time, each Thundermin Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article III hereof, the name of such holder shall be removed from the central securities register as a holder of Thundermin Shares and such Dissenting Shareholder will cease to have any rights as an Thundermin Shareholder other than the right to be paid the fair value of its Thundermin Shares in accordance with Article III. (i) If a Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a Thundermin Shareholder are otherwise reinstated, such holder’s Thundermin Shares shall thereupon be deemed to have been cancelled in consideration of the issuance of Rambler Shares as of the Effective Time as prescribed by Paragraph 2.1(f)(i).

Amalgamation. The Parties (a) LVI and Xxxxx will effect the combination of their respective businesses and assets by way of a "three-cornered amalgamation" among LVI, LVI Subco and Xxxxx in accordance with the provisions of the BCBCA. (b) LVI will call the LVI Meeting and prepare and mail the LVI Circular to the LVI Shareholders in accordance with the terms of this Agreement. (c) (i) Xxxxx will obtain the written consent resolution of the Xxxxx Shareholders approving the Amalgamation; and (ii) LVI will execute a written consent resolution approving the LVI Subco Amalgamation Resolution. (d) Upon the completion of the Consolidation, the Name Change, the reclassification (the "Reclassification") of the LVI Shares into Subordinated Voting Shares and the creation of the Multiple Voting Shares, LVI Subco and Xxxxx shall cause jointly complete and file the Articles Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA. (e) Upon the issuance of a Certificate of Amalgamation giving effect to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at LVI Subco and Xxxxx shall be amalgamated and shall continue as one corporation effective on the date of the Certificate of Amalgamation (the "Effective Date") under the terms and conditions prescribed in the Amalgamation Agreement. (f) At the Effective TimeTime and as a result of the Amalgamation: 2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each (i) each holder of Mijem Common Xxxxx Shares shall receive 0.3576 one fully paid and non-assessable Great Oak Shares Subordinated Voting Share for each one Mijem Common Xxxxx Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Sharesheld, following which all such Mijem Common Xxxxx Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"ii) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror LVI shall receive one fully paid and non-assessable Amalco Share for each one SubCo LVI Subco Share held by the AcquirorLVI, following which all such SubCo LVI Subco Shares shall be cancelled; 2.2.7 In (iii) in consideration of the issuance of the Amalgamation Securities Subordinated Voting Shares pursuant to Section 2.2.2paragraph 1.6(f)(i), Amalco shall issue to the Acquiror LVI one Amalco Share for each of the Amalgamation Securities Subordinated Voting Share issued; 2.2.8 The Amalgamation Securities (iv) LVI shall be issued as fully paid add to the capital maintained in consideration respect of the cancellation Subordinated Voting Shares an amount equal to the aggregate paid-up capital for purposes of the Mijem ITA of the Xxxxx Shares immediately prior to the Effective Time; 2.2.9 (v) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo LVI Subco Shares and Xxxxx Shares immediately prior to the Mijem SharesAmalgamation; 2.2.10 The Acquiror (vi) no fractional Subordinated Voting Shares shall be issued to holders of Xxxxx Shares; in lieu of any fractional entitlement, the number of Subordinated Voting Shares issued to each former holder of Xxxxx Shares shall be rounded down to the next lesser whole number of Subordinated Voting Shares without any payment in respect of such fractional Subordinated Voting Share; (vii) LVI shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder holder of Xxxxx Shares such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Xxxxx Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (viii) Amalco will become a wholly-owned subsidiary of the AcquirorLVI.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Thundermin and Mijem Subco will amalgamate and continue as Amalco with the name "Mijem Inc."“■”; 2.2.2 Each (b) each holder of Mijem Common Thundermin Shares (other than dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in consideration of obtaining Rambler Shares on the Amalgamation) shall receive 0.3576 0.061261 of a fully paid and non-assessable Great Oak Shares Rambler Share for each one Mijem Common Thundermin Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Sharesheld, following which all such Mijem Common Thundermin Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option"c) of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Rambler shall receive one fully paid and non-assessable Amalco Share for each one SubCo Subco Share held by the AcquirorRambler, following which all such SubCo Subco Shares shall be cancelled; 2.2.7 In (d) in consideration of the issuance of the Amalgamation Securities pursuant to Rambler Shares in Section 2.2.24(b), Amalco shall issue to the Acquiror Rambler one Amalco Share for each of the Amalgamation Securities Rambler Share issued; 2.2.8 The Amalgamation Securities (e) the Rambler Shares shall be issued as fully paid in consideration of the cancellation of the Mijem Thundermin Shares immediately prior to the Effective Time, excluding any Thundermin Shares held by dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in consideration of obtaining Rambler Shares in the Amalgamation; 2.2.9 (f) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Subco Shares and Thundermin Shares immediately prior to the Mijem SharesEffective Time; 2.2.10 The Acquiror (g) Rambler shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement Transactions to any Mijem Shareholder holder of Thundermin Shares such amounts as acting reasonably upon the advice of professional tax counsel it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder holder of the Thundermin Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 (h) Amalco will become a wholly-owned subsidiary of the AcquirorRambler.

Amalgamation. The Parties (a) Xxxxxx and SEMAFO agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Combination Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: i. At the Effective Time, Subco and Xxxxxx shall cause the Articles of Amalgamation to be filed amalgamated and shall continue as one company, being Amalco, pursuant to the OBCA to effect provisions of Section 174 of the AmalgamationOBCA. ii. Under the Amalgamation, at At the Effective Time: 2.2.1 SubCo (A) each of the Xxxxxx Shares outstanding immediately prior to the Effective Time (other than Xxxxxx Shares held by Xxxxxx Dissenting Shareholders, if any) shall be cancelled and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."holder thereof (other than Subco) shall receive, in exchange for each Xxxxxx Share held, the Xxxxxx Amalgamation Consideration; 2.2.2 Each holder (B) each Xxxxxx Share outstanding immediately prior to the Effective Time and then held by Subco shall be cancelled without any repayment of Mijem Common Shares capital in respect thereof; (C) each of the common shares of Subco outstanding immediately prior to the Effective Time shall receive 0.3576 be converted into fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Amalco Shares, following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchangedone issued, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be cancelledissued and outstanding common share of Subco; 2.2.7 In (D) in consideration of for SEMAFO issuing the issuance of Xxxxxx Amalgamation Consideration to effect the Amalgamation Securities pursuant to Section 2.2.2Amalgamation, Amalco shall will issue to the Acquiror SEMAFO one fully-paid and non-assessable Amalco Share for each of the Amalgamation Securities SEMAFO Share so issued; 2.2.8 The Amalgamation Securities shall be issued as fully paid (E) in consideration accordance with the terms of the cancellation Xxxxxx Stock Option Plan and Xxxxxx Options, but subject to TSXV, TSX and any other required regulatory authority approval, upon the exercise of any Xxxxxx Options after the Effective Time, the holder of any such Xxxxxx Option will be entitled to receive, in lieu of the Mijem number of Xxxxxx Shares to which such holder was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, that number of SEMAFO Shares that such holder would have been entitled to receive as a result of the Amalgamation, as if such holder had been the registered holder of the number of Xxxxxx Shares to which such holder was entitled upon exercise thereof immediately prior to the Effective Time;Time and otherwise on the same terms and conditions as the Xxxxxx Stock Option Plan and Xxxxxx Options; and 2.2.9 Amalco shall add to (F) in accordance with the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning terms of the ITAXxxxxx Warrants, but subject to TSXV, TSX and any other required regulatory authority approval, upon the exercise of any Xxxxxx Warrants after the SubCo Shares and Effective Time, the Mijem Shares; 2.2.10 The Acquiror shall holder of any such Xxxxxx Warrants will be entitled to deduct and withhold from any receive, in lieu of the number of Xxxxxx Shares to which such holder was theretofore entitled upon such exercise, but for the same aggregate consideration otherwise payable pursuant therefor, that number of SEMAFO Shares that such holder would have been entitled to receive as a result of the Amalgamation, as if such holder had been the registered holder of the number of Xxxxxx Shares to which such holder was entitled upon exercise thereof immediately prior to the transactions contemplated by this Agreement Effective Time and otherwise on the same terms and conditions as the Xxxxxx Warrants. iii. Fractional SEMAFO Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of SEMAFO Shares to be issued to any Mijem Xxxxxx Shareholder such amounts as acting reasonably upon under the advice Amalgamation would result in a fraction of professional tax counsel are required a SEMAFO Share being issuable, the number of SEMAFO Shares to be deducted and withheld with respect issued to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; Xxxxxx Shareholder will be rounded down to the extent that amounts next whole number. iv. Xxxxxx Shares which are so withheld, such withheld amounts held by a Xxxxxx Dissenting Shareholder shall not be treated cancelled and exchanged for all purposes hereof the Xxxxxx Amalgamation Consideration on the Effective Date. Xxxxxx Dissenting Shareholders will be entitled to be paid the fair value for their Xxxxxx Shares as having been paid determined in accordance with the OBCA and their Xxxxxx Shares will be cancelled immediately prior to the Mijem Effective Date. For greater certainty, if a Xxxxxx Shareholder in respect fails to properly exercise its right to make a claim under section 185 of which the OBCA or waives its right to make such deduction a claim, or if such Xxxxxx Shareholder’s rights as a Xxxxxx Shareholder are otherwise reinstated, the Xxxxxx Shares held by that Xxxxxx Shareholder shall thereupon be deemed cancelled and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required exchanged for the preparation of any tax return; and 2.2.11 Amalco will become a subsidiary of Xxxxxx Amalgamation Consideration, for each Xxxxxx Share held, on the AcquirorEffective Date.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, Amalgamation at the Effective Time: 2.2.1 SubCo (a) Acquisitionco and Mijem MindHealth will amalgamate and continue as Amalco with the name "Mijem Inc."“Psyence Biomed Corp.”; 2.2.2 Each (b) each holder of Mijem MindHealth Common Shares (other than dissenting MindHealth Shareholders who do not cancel their MindHealth Common Shares in consideration of obtaining Psyence Shares on the Amalgamation) shall receive 0.3576 fully paid and nonbe issued 1.0649 Psyence Shares (on a post-assessable Great Oak Shares Consolidation basis) for each one Mijem MindHealth Common Share held by each such holder (the "“Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares”), following which all such Mijem MindHealth Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held (c) all other convertible securities issued by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date MindHealth shall be exchanged for an option convertible securities in the capital of Psyence on the basis of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchangedExchange Ratio, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the all terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D)adjusted accordingly; 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant"d) of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.6 The Acquiror Psyence shall receive one fully paid and non-assessable Amalco Share for each one SubCo Acquisitionco Share held by the AcquirorPsyence, following which all such SubCo Acquisitionco Shares shall be cancelled; 2.2.7 In (e) in consideration of the issuance of the Amalgamation Securities pursuant to Psyence Shares in Section 2.2.25(b), Amalco shall issue to the Acquiror Psyence one Amalco Share for each of the Amalgamation Securities Psyence Share issued; 2.2.8 The Amalgamation Securities (f) the Psyence Shares shall be issued as fully paid in consideration of the cancellation of the Mijem MindHealth Common Shares immediately prior to the Effective Time, excluding any MindHealth Common Shares held by dissenting MindHealth Common Shareholders who do not cancel their MindHealth Common Shares in consideration of obtaining Psyence Shares in the Amalgamation; 2.2.9 (g) Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount such that the capital of the Amalco Shares shall be equal to the aggregate paid-up capital, within the meaning capital for purposes of the ITA, ITA of the SubCo Acquisitionco Shares and the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant MindHealth Common Shares immediately prior to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax returnEffective Time; and 2.2.11 (h) Amalco will become a wholly-owned subsidiary of the AcquirorPsyence.

Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time: 2.2.1 Canada Coal SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc."; 2.2.2 Each holder of Mijem Common Shares Shareholder shall receive 0.3576 [2.144] fully paid and non-assessable Great Oak Canada Coal Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares), following which all such Mijem Common Shares shall be cancelled; 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled; 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and ; [Note: subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided for in Section 2.2.2.(A) through (D);the Combination Agreement] 2.2.5 2.2.3 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of each Replacement WarrantsWarrant, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on one common share of the same basis as provided in Section 2.2.2.(A) through (D)Acquiror; 2.2.6 2.2.4 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one Canada Coal SubCo Share held by the Acquiror, following which all such Canada Coal SubCo Shares shall be cancelled; 2.2.7 2.2.5 In consideration of the issuance of the Amalgamation Securities pursuant to Section 2.2.2, Amalco shall issue to the Acquiror one Amalco Share for each of the Amalgamation Securities issued; 2.2.8 2.2.6 The Amalgamation Securities shall be issued as fully paid in consideration of the cancellation of the Mijem Shares immediately prior to the Effective Time; 2.2.9 2.2.7 Amalco shall add to the stated capital maintained in respect of (a) the Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Canada Coal Subco Shares and the Mijem Shares, less $; 2.2.10 2.2.8 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the advice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and 2.2.11 2.2.9 Amalco will become a subsidiary of the Acquiror.