Argo Corporation — M&A Activity 2021

Apr 17, 2021

EXECUTION COPY

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Agreement ”) dated April 8, 2021 (the “ Effective Date ”), is made by and between Exelorate Enterprises, LLC, a Delaware limited liability company (the “ Seller ”) and Facedrive Inc., an Ontario corporation (the “ Buyer ”).

Recitals

WHEREAS , the Seller owns 100% of the limited liability company interests of a Delaware limited liability company, EcoCRED, LLC (“ EcoCred ”; such interests referred to as the “ Membership Interests ”);

AND WHEREAS , the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, on the terms and subject to the conditions of this Agreement, all of the Seller’s right, title, and interest in and to the Membership Interests (such purchase and sale, the “ Transaction ”).

NOW, THEREFORE , for and in consideration of the recitals and of the promises and mutual covenants, agreements, representations and warranties contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer and the Seller agree as follows:

ARTICLE 1 PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Section 1.1 Membership Interests to be Sold.

On the terms and subject to the conditions set forth in this Agreement, the Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer, and the Buyer hereby purchases, accepts, acquires and assumes and takes delivery from the Seller of, all right, title, and interest in and to the Membership Interests.

Section 1.2 Purchase Price.

(a) The purchase price for the Membership Interests is One Million United States Dollars (US $1,000,000) (the “ Purchase Price ”).The Buyer shall pay the Purchase Price contemporaneously herewith by delivering to the Seller (or its designee) 38,936 common shares (the “ Shares ”) in the capital of the Buyer pursuant to the Subscription Agreement (as hereinafter defined). The Seller agrees that the Shares shall be subject to the 18-month lock-up (the “ Lock-up ”) described in Section 6 of the Subscription Agreement of even date herewith between the Seller and the Buyer (the “ Subscription Agreement ”). The entering into of this Agreement and such Subscription Agreement are each conditioned on the other.

(b) Allocation of the Purchase Price. The Purchase Price (and liabilities and other relevant items of the business) shall be allocated among the Assets in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or foreign law). This allocation methodology shall also be applied among the Assets if there are post-Closing adjustments to the Purchase Price. Within thirty (30) days following the Closing, the Buyer and the Seller shall agree to an allocation among the assets of the Business that is consistent with the allocation methodology provided by Section 1060 and the Treasury Regulations promulgated thereunder (the "Allocation"). The Buyer and the Seller shall prepare and file all Tax Returns (as hereinafter defined) (including IRS Form 8594 and any other similar form) in a manner consistent with the Allocation, and shall not take any position, and shall cause their affiliates not to take any position, inconsistent with the Allocation for Tax (as hereinafter defined) purposes except as otherwise required pursuant to a "determination" (as such term is defined in Section 1313 of the Code). The Buyer and the Seller shall promptly notify the other party in writing upon receipt of notice of any pending or threatened Tax audit, Tax review or Tax litigation challenging the Allocation.

Section 1.3 Closing.

The closing of the Transaction (the “ Closing ”) shall occur upon the execution of this Agreement and the delivery of any documents or certificates contemplated hereby.

Section 1.4 Closing Deliverables by Seller to Buyer.

At Closing, the Seller will deliver to Buyer the following:

• (a) A duly executed copy of this Agreement;

• (b) A duly executed transition services agreement;

• (c) A transfer power executed by Seller with respect to the Membership Interests; and

(d) A certificate of non-foreign status meeting the requirements of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(b)(2).

Section 1.5 Closing Deliverables by Buyer to Seller.

At Closing, the Buyer will deliver to the Seller the following:

• (a) A duly executed copy of this Agreement;

• (b) A duly executed transition services agreement; and

• (c) The Purchase Price as set forth in Section 1.2.

Section 1.6 Prorations.

All amounts which accrue for the period prior to the Closing shall accrue for the account of Seller and all amounts which accrue for the period on or after the Closing shall accrue for the account of Buyer; provided, however, that any amounts received by Seller or its affiliates relating to the contracts set forth on Schedule A (the “ EcoCred Contracts ”) on or after the Closing shall be the property of Seller.

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Section 1.7 Further Acts.

The Seller and the Buyer agree to (a) furnish such further information, (b) execute and deliver to the other such other documents and instruments, and (c) do such other acts and things, all as the other party reasonably requests, for the purpose of carrying out the transactions contemplated by this Agreement.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Buyer as follows:

Section 2.1 Organization and Qualification.

The Seller is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to own and operate EcoCred as owned and operated as of the date of this Agreement.

Section 2.2 Due Authorization; Enforceability.

(a) The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby have been duly and effectively authorized by all requisite limited liability company action of the Seller and no other entity action on the part of the Seller is necessary to authorize this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly executed, delivered and performed by the Seller; and, assuming the due authorization, execution and delivery of this Agreement by the Buyer, this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Section 2.3 No Violation.

The execution by the Seller of this Agreement and the consummation of the Transaction will not: (a) cause the Seller to violate any applicable law or governmental order or decree; (b) violate or be in conflict with, or result in a breach of or constitute (with or without notice or lapse of time or both) a default under, the Seller’s organizational documents; or (c) result in a violation or breach or constitute (with or without notice or lapse of time or both) a default under or give rise to any right of termination under any material contract, instrument or indenture of the Seller (unless consented to or waived prior to the date hereof), except in each case for any violation or breach that would not, individually or in the aggregate, have a material adverse effect on the Seller’s ability to effect the Transaction.

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Section 2.4 Title; Liens.

The Seller owns 100% of the ownership interests in EcoCred and is hereby delivering good and marketable title to the Membership Interests to the Buyer free and clear of all liens or encumbrances. EcoCred has no liabilities other than any liabilities incurred in the normal course of business consistent with past practices.

Section 2.5 Employees.

There are no employees on the payroll of EcoCred, and no employees shall transfer with the Transaction. Effective as of Closing, all officers and directors of EcoCred have been removed by the Seller.

Section 2.6 No Additional Warranties.

The representations and warranties made by the Seller in this Article 5 are the exclusive representations and warranties made by the Seller with respect to the Seller and the Membership Interests and the transactions contemplated in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 2 AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUYER SHALL ACCEPT THE MEMBERSHIP INTERESTS AT CLOSING IN THEIR EXISTING “AS IS” CONDITION BASED SOLELY ON THE BUYER’S OWN INVESTIGATIONS, INSPECTIONS, REVIEWS AND STUDIES, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE SELLER. THE BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 2 AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, THE SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF THE CONDITION OF THE MEMBERSHIP INTERESTS OF ECOCRED OR ANY PART THEREOF.

No material or information provided by or communications made by the Seller or by any advisor thereof will cause or create any warranty, express or implied, as to or in respect of the Seller or the title, condition, value or quality of the Membership Interests unless set forth herein.

The Seller makes no representation or warranty whatsoever with respect to any estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, and forecasts). The Buyer agrees that neither the Seller nor any other person will have or be subject to any liability to the Buyer or any other person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the EcoCred business or its assets and liabilities, including any offering memorandum prepared, as supplemented or amended, and any information, document or material made available to the Buyer in management presentations or any other form in expectation of the transactions contemplated by this Agreement unless set forth herein.

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer represents and warrants to the Seller as follows:

Section 3.1 Organization and Qualification.

The Buyer is a corporation duly formed, validly existing and in good standing under the laws of the Province of Ontario, Canada and has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Section 3.2 Due Authorization.

(a) The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly and effectively authorized by all requisite corporate action of the Buyer and no other entity action on the part of the Buyer is necessary to authorize this Agreement, to perform its obligations hereunder, including the issuance of the Shares to be delivered by the Buyer as consideration to the Seller hereunder, and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly executed, delivered and performed by the Buyer; and, assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Section 3.3 Reporting Issuer Status and Listing.

The Buyer is a “reporting issuer” as that term is defined in the applicable securities legislation in the Provinces of British Columbia, Alberta, Ontario and Nova Scotia, is not in material default of the requirements of such legislation or the regulations and rules thereto or the policies and requirements of the TSX Venture Exchange (“ TSX-V ”), and the issued and outstanding common shares of the Buyer (the “ Common Shares ”) are listed and posted for trading on the TSX-V.

Section 3.4 Compliance with Applicable Laws.

The Buyer has conducted and is conducting its business in compliance in all material respect with all applicable laws and regulations of each jurisdiction in which it carries on business, including all applicable securities laws and rules of the TSX-V, and has not received a notice of noncompliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws or regulations which would have a material adverse effect on the Buyer.

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Section 3.5 No Violation.

The Buyer’s execution, delivery, and performance of this Agreement and the issuance and delivery of the Shares to the Buyer will not: (a) cause the Buyer to violate any applicable law or governmental order or decree; (b) violate or be in conflict with, or result in a breach of or constitute (with or without notice or lapse of time or both) a default under, the Buyer’s organizational documents, or (c) result in a violation or breach or constitute (with or without notice or lapse of time or both) a default under or give rise to any right of termination under any contract, except in each case as would not have a material adverse effect on the ability of the Buyer to effect the Transaction.

Section 3.6 Consents and Approvals of Governmental Bodies and Other Persons.

Other than all applicable TSX-V approvals, no consent, approval or authorization of, or declaration, filing or registration with, any governmental body or any other person is required by Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Buyer has obtained as of the Closing all approvals (the “ Conditional Approval ”) from the TSX-V necessary for the issuance of the Shares and the listing of such Shares on the TSX-V when issued.

Section 3.7 Continuous Disclosure.

The Buyer currently, and since the date the Buyer became a “reporting issuer” for purposes of applicable Canadian provincial securities laws, is in compliance with the timely and continuous disclosure obligations under all applicable securities laws in all material respects and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Buyer which has not been publicly disclosed on a non-confidential basis and all the statements set forth in the documents and reports filed by the Buyer that are publicly available on SEDAR are true, correct, and complete in all material respects and do not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of such statements and the Buyer has not filed any confidential material change reports.

Section 3.8 No Cease Trade.

No order preventing, ceasing or suspending trading in any securities of the Buyer or prohibiting the issue and sale of securities by the Buyer has been issued and no proceedings for any of such purposes have been instituted or, to the knowledge of the Buyer, are pending, contemplated or threatened.

Section 3.9 Authorized and Issued Capital.

The authorized capital of the Buyer consists of an unlimited number of Common Shares and an unlimited number of preferred shares of which 95,248,498 Common Shares and 0 preferred shares are presently outstanding as fully paid shares. All of the presently issued and outstanding Common Shares have been validly allotted and issued and are outstanding as fully paid shares. As of the Closing, no person will have any agreement or option or any right or privilege (whether

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by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase from the Buyer of any Common Shares or for the subscription, allotment or issuance of any unissued securities in the capital of the Buyer, other than as disclosed in the Buyer’s publicly available continuous disclosure documents.

Section 3.10 Issuance of the Shares.

As of the Closing, all of the Shares to be issued and delivered hereunder to the Seller will be validly issued and outstanding as fully paid shares in the capital of the Buyer.

ARTICLE 4 COVENANTS

Section 4.1 Transition.

(a) Concurrently with the Closing, the parties will enter into a transition services agreement, which will provide for certain rights and obligations of the parties following the Closing. Within sixty (60) days of the Closing the Buyer shall cause EcoCred to enter into an ongoing services agreement with Seller’s Affiliate, Exelon Business Services Company, LLC utilizing its form of terms and conditions for services.

(b) Seller shall deliver a copy of the corporate records of EcoCred within 7 calendar days of Closing.

Section 4.2 Maintaining Listing and Further Assurances

The Buyer covenants to the Seller that it shall use commercially reasonable efforts to maintain the listing of its Common Shares on the TSX-V, the Toronto Stock Exchange or a nationally recognized stock exchange in the United States for at least the period of 24 months following the Closing. The Buyer covenants and agrees that it shall use its best efforts to satisfy all conditions (if any) set out in the Conditional Approval and to cause the Shares to be listed on the TSX-V at the Closing; provided that nothing herein shall limit the Buyer’s ability to engage in a merger, amalgamation or similar transaction in which the Buyer is not the surviving entity.

Section 4.3 Transfer Taxes

All transfer, documentary, sales, use, stamp, registration, controlling interest transfer and other such Taxes and fees (including any penalties, interest and additions to Tax) incurred in connection with this Agreement and the transactions contemplated hereby, if any, shall be paid by the Buyer when due, and the Buyer shall file all necessary Tax Returns and other documentation with respect to any such Taxes.

Section 4.4 Intellectual Property.

Buyer hereby acknowledges and agrees that nothing contained herein shall permit Buyer to use any of Seller’s or its affiliates’ intellectual property or proprietary documentation, including

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Exelon logos, materials, Terms of Use, or Privacy Policy. Seller shall cooperate with the Buyer to transfer the domain names set forth in Schedule B to EcoCred.

ARTICLE 5

TAX MATTERS

Section 5.1 Tax Matters.

(a) For the purposes of this Agreement, the following capitalized terms shall have the meaning set out below:

“ Post-Closing Tax Period ” means any taxable period or portion thereof beginning after the date of Closing. If a taxable period begins on or prior to the date of Closing and ends after the date of Closing, then the portion of the taxable period that begins at the beginning of the day following the date of Closing shall constitute a Post-Closing Tax Period.

“ Pre-Closing Tax Period ” means any taxable period or portion thereof that is not a Post-Closing Tax Period.

“ Straddle Period ” means any taxable period that begins on or before, and ends after, the date of Closing.

“ Tax ” means any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges in the nature of a tax (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (a) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (b) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties.

“Tax Return” means any return, report, information return, declaration, claim for refund, election, disclosure, estimate, or other document, together with all schedules, attachments, amendments and supplements thereto, supplied to or required to be supplied to any governmental authority responsible for the administration of Taxes.

(a) The Seller shall be responsible for the preparation and filing of all federal, state and local Tax Returns of the Seller or EcoCred that are required to be filed prior to the Closing, and the Seller shall be responsible for and shall pay (and shall be entitled to any refunds with respect thereto) all Taxes of the Seller or with respect to EcoCred, including those Taxes that are shown on a Tax Return of the Seller or any of its Affiliates, relating to any Pre-Closing Tax Period, other than any such Taxes that are the Buyer’s obligation pursuant to this Agreement. The Buyer shall promptly turn over to the Seller any Tax refunds received or credited with respect to the Seller or EcoCred for a Pre-Closing Tax Period.

(b) The Buyer shall be responsible for the preparation and filing of all other federal, state, and local Tax Returns in respect of EcoCred not described in Section 5.1(b).

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Section 5.2 Tax Proceedings .

(a) In the case of any Tax audit, examination, or other proceeding with respect to any PreClosing Tax Period, Buyer shall promptly inform Seller in writing of such Seller Tax Proceeding. Seller shall be entitled, at Seller’s sole expense, to control the conduct of such Seller Tax Proceeding; provided, however, that Buyer shall have the right, at Buyer’s sole expense, to attend and participate in such Seller Tax Proceeding.

(b) Buyer shall be responsible for any Tax audit, examination, or other proceeding not described in 5.2(a).

Section 5.3 Cooperation.

The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other, in connection with the filing of Tax Returns required to be filed by the Seller or any of its affiliates in connection with EcoCred, including providing information to affiliates of the Seller for purposes of preparing Tax Returns, and in connection with any Tax proceeding or audit.

Section 5.4 Proration of Taxes.

All ad valorem and property Taxes (“ Property Taxes ”), if any, relating to the Membership Interests that are payable for a period ending on or prior to the date of Closing shall be paid by the Seller. All Property Taxes relating to a Straddle Period (without regard to the lien, status or assessment date) shall be prorated between the Buyer and the Seller, with the Seller responsible for the portion of such Property Taxes determined by multiplying the amount of the Tax for the entire period by a fraction, the numerator of which is the number of days in the portion of the period ending on and including the date of Closing and the denominator of which is the total number of days in the entire period. The Buyer shall send to the Seller a statement that apportions the Property Taxes between the Buyer and the Seller based upon Property Taxes actually invoiced and paid to the taxing authority by the Buyer for the Tax period that includes the date of Closing, with the Seller being responsible for the period prior to and including the date of Closing and the Buyer being responsible for the period subsequent to the date of Closing. Within ten (10) days of receipt of such statement and proof of payment, the Seller shall reimburse the Buyer for the Seller’s pro-rated portion of such Property Taxes owed. All Property Taxes due for Straddle Periods shall be paid to the applicable taxing authority by the Buyer or EcoCred. Any other Taxes not described in this Section 5.4, for a taxable period that includes, but does not end on, the date of Closing, shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period on the basis of an interim closing of the books as of the end of the date of Closing.

ARTICLE 6

INDEMNIFICATION

Section 6.1 Survival.

The representations and warranties of the Buyer and the Seller contained in this Agreement will survive the Closing until the date that is 24 months after the date of the Closing and no claims

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shall be made thereafter with respect to any breach thereof or indemnification for

any breach thereof. Each covenant and agreement contained in this Agreement or in any document delivered pursuant to the Closing which by its terms contemplates performance after the Closing Date shall survive the Closing and be enforceable until such covenant or agreement has been fully performed, except that any covenant or agreement relating to Taxes shall survive until the expiration of the applicable statute of limitations. The Parties expressly agree that the provisions of this Section 6.1 shall operate as a contractual statute of limitations.

Section 6.2 Indemnification.

(a) Subject to the conditions and limitations set forth in this Article 6, from and after the Closing:

(i) the Seller shall indemnify, defend and hold harmless the Buyer and its affiliates and each of their respective officers, directors, employees, agents, partners, members, stockholders, counsel, accountants, financial advisors, engineers, consultants and other advisors (collectively, the “ Buyer Indemnified Parties ”) from and against all actual, outof-pocket damages, fines, penalties, losses and expenses (including court costs and reasonable attorney’s fees) (collectively, “ Losses ”) incurred or suffered by any of the Buyer Indemnified Parties resulting from (A) any inaccuracy in or breach of any representation or warranty of the Seller contained in this Agreement, (B) any breach of any covenant or agreement of the Seller contained in this Agreement, or (C) any Taxes relating to the Seller in the conduct of the Seller’s or EcoCred’s business, including Taxes related to the transactions set forth in this Agreement that are the responsibility of Seller as provided in this Agreement and not arising as a result of the Buyer breaching any of its covenants set out in this Agreement; and

(ii) the Buyer shall indemnify, defend and hold harmless the Seller and its affiliates and each of their officers, directors, employees, agents, partners, members, stockholders, counsel, accountants, financial advisors, engineers, consultants and other advisors (collectively, the “ Seller Indemnified Parties ”) from and against all Losses incurred or suffered by any of the Seller Indemnified Parties resulting from (A) any inaccuracy in or breach of any representation or warranty of the Buyer contained in this Agreement, (B) any breach of any covenant or agreement of the Buyer contained in this Agreement, (C) matters or circumstances occurring after the Closing Date (whether arising under contract, statute, common law or otherwise) relating to the Membership Interests, or (D) any Taxes relating to the Buyer in the conduct of the Buyer’s business, including those imposed on income generated by EcoCred following Closing as prorated pursuant to the final sentence of Section 5.4, any Taxes and related filings that are the responsibility of Buyer as provided in this Agreement and not arising as result of the Seller breaching any of its covenants set out in this Agreement.

(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT TO THE EXTENT RESULTING FROM FRAUD OR THE USE OF EXELON CONFIDENTIAL INFORMATION / INTELLECTUAL PROPERTY (AN “EXCEPTION”), THE RECOVERY BY EITHER PARTY OF ANY DAMAGES SUFFERED OR INCURRED

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BY IT AS A RESULT OF ANY BREACH BY THE OTHER PARTY OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AND NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOST PROFITS OR LOSSES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ OR ITS OR THEIR RESPECTIVE REPRESENTATIVES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT.

(c) The indemnifying Party(ies) shall be subrogated to any right of action that the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, may have against any other person with respect to any matter giving rise to a claim for indemnification hereunder.

Section 6.3 Duty to Mitigate.

A Party that becomes aware of a Loss for which it may seek indemnification under this Article 6 shall use commercially reasonable efforts to mitigate such Loss, including taking any actions reasonably requested by another Party hereto, and an indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the failure of the Party seeking indemnification to comply with this Section 6.3.

Section 6.4 Exclusive Remedy; Reduction of Benefit.

(a) The Buyer and the Seller acknowledge and agree that from and after the Closing, except in the case of any claim based on an Exception, the indemnification provisions in this Article 6 shall be the sole and exclusive remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to any breach of, or cause of action arising under, this Agreement.

(b) Any obligation of the Buyer to indemnify a Seller Indemnified Party or of the Seller to indemnify a Buyer Indemnified Party shall be reduced to the extent of (i) the cash paid to the applicable indemnified party (net of any costs incurred to recover such amount) pursuant to (x) a warranty or indemnification from a third party or (y) insurance or (ii) any Tax benefit associated with the Loss for which indemnification is sought, it being understood and agreed that the Buyer Indemnified Parties shall use their commercially reasonable efforts to seek insurance recoveries in respect of Losses to be indemnified hereunder. To the extent any Tax benefit is recognized by a Buyer Indemnified Party in a different taxable year than the taxable year in which the Seller has made an indemnification payment hereunder, such Buyer Indemnified Party shall pay to the Seller the amount of any such Tax benefit when recognized in such different taxable year. If a Buyer Indemnified Party or a Seller Indemnified Party shall have received the payment required by this Agreement from the indemnifying party in respect of indemnifiable Losses and shall subsequently receive insurance proceeds, Tax benefits or other amounts in respect of such Losses, then such indemnified Party shall promptly repay to the indemnifying Party a sum equal to such amount.

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(c) In calculating amounts payable to any Buyer Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Losses for which a claim has actually been made under any other representation, warranty, covenant, or agreement included herein.

Section 6.5 Procedure With Respect to Third-Party Claims.

(a) No claim may be asserted pursuant to this Article 6 for breach of any representation, warranty, covenant or agreement contained herein unless written notice of such claim is delivered by the party seeking indemnification on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Article 6.

(b) If any Buyer Indemnified Party or Seller Indemnified Party becomes subject to a pending or threatened claim of a third party (a “ Third-Party Claim ”) and such person (the “ Claiming Party ”) believes it has a claim for indemnification against the Buyer or the Seller, as applicable (the “ Responding Party ”), then the Claiming Party shall deliver to the Responding Party with reasonable promptness written notice of such Third-Party Claim. The Responding Party shall notify the Claiming Party as soon as practicable whether the Responding Party desires to defend the Claiming Party against such Third-Party Claim. The failure of the Claiming Party to so notify the Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defense of such Third-Party Claim is prejudiced by the failure to give such notice. In the event that the Responding Party notifies the Claiming Party that it desires to defend the Third-Party Claim pursuant to this Section 6.5(b), the Responding Party shall have control of such defense and proceedings, including any settlement thereof.

(c) If the Responding Party notifies the Claiming Party that it desires to defend the ThirdParty Claim pursuant to Section 6.5(b), then the Responding Party shall work diligently to defend the Third-Party Claim and shall not enter into any settlement (i) that does not include as a term thereof the giving by each claimant or plaintiff to the Claiming Party a release from all liability in respect of such Third-Party Claim or (ii) that provides for any relief other than the payment of monetary damages as to which the Claiming Party shall be indemnified in full; provided, however, that if requested by the Responding Party, the Claiming Party shall, at the sole cost and expense of the Responding Party, cooperate with the Responding Party and its counsel in contesting any Third-Party Claim that the Responding Party elects to contest, or, if appropriate and related to the Third-Party Claim in question, in making any counterclaim against the person asserting the Third-Party Claim, or any cross-complaint against any person (other than the Claiming Party or any of its affiliates). The Claiming Party may elect to participate in such proceedings, negotiations or defense at any time at its own expense; provided, however, that the Responding Party shall pay the reasonable attorneys’ fees of the Claiming Party if (x) the employment of separate counsel shall have been authorized in writing by the Responding Party in connection with the defense of such Third-Party Claim or (y) the Claiming Party’s counsel shall have advised the Claiming Party in writing, with a copy delivered to the Responding Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct for the Responding Party and the Claiming Party to have common counsel.

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(d) Until the Responding Party notifies the Claiming Party that the Responding Party desires to defend the Third-Party Claim pursuant to Section 6.5(b), the Claiming Party shall (upon reasonable prior notice to the Responding Party) have the right to undertake the defense, compromise or settlement of such Third-Party Claim; provided, however, that the Responding Party shall reimburse the Claiming Party for the costs of defending against such Third-Party Claim (including reasonable attorneys’ fees and expenses) and shall remain otherwise responsible for any liability with respect to amounts arising from or related to such Third-Party Claim, in both cases to the extent it is ultimately determined that such Responding Party is liable with respect to such Third-Party Claim for a breach under this Agreement. The Responding Party may elect to participate in such proceedings, negotiations, or defense at any time at its own expense.

Section 6.6 Adjustment to Purchase Price.

To the extent permitted by applicable law, any indemnification payments made pursuant to this Article 6 shall be treated as an adjustment to the Purchase Price paid to the Seller for federal, state, and local income Tax purposes.

ARTICLE 7 MISCELLANEOUS PROVISIONS

Section 7.1 Further Assurance and Assistance.

Each party agrees that after the Closing it will, from time to time, upon the reasonable request of the other parties, execute, acknowledge and deliver in proper form any instrument of conveyance or further assurance reasonably necessary or desirable to transfer to the Buyer the Membership Interests in accordance with the terms of this Agreement, or otherwise carry out the terms of this Agreement.

Section 7.2 Currency.

All references to “$” shall be to the lawful currency of the United States of America.

Section 7.3 Expenses.

Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

Section 7.4 Notices.

Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand or overnight courier service, or mailed by certified or registered mail to the respective parties as follows (or, in each case, as otherwise notified by any of the parties hereto) and shall be effective and deemed to have been given when received if delivered by hand or overnight courier service or certified or registered mail on any business day:

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If to the Seller:

Exelorate Enterprises, LLC 10 South Dearborn Street Chicago, IL 60603 Attention: Joseph Svachula, Vice President Strategic Planning – EU Email: joseph.svachula@comed.com

With a copy (which shall not constitute notice or service of process) to:

Exelon Corporation 10 South Dearborn Street Chicago, IL 60603 Attention: Nadim Kazi, Vice President & Deputy General Counsel Email: Nadim.Kazi@exeloncorp.com

If to the Buyer:

Facedrive Inc. 44 East Beaver Creek Rd. Richmond Hill, Ontario Canada L4B 1G8

With a copy (which shall not constitute notice or service of process) to:

Torys LLP 1114 Avenue of the Americas New York, NY 10036 Attention: Andrew Beck E-mail: abeck@torys.com

or to such other addresses as may be specified pursuant to notice given by either party in accordance with the provisions of this Section 7.4.

Section 7.5 Public Communications

None of the Buyer or any of its affiliates or their representatives shall issue any press release or make any other public statement or disclosure in respect of this Agreement, the Seller or the transactions contemplated herein without the prior written consent of the Seller. Notwithstanding the foregoing, the Seller acknowledges and agrees that, to the extent required by the policies of the TSX-V, the Buyer may issue a press release following the Closing announcing the issuance of the Shares pursuant to this Agreement, provided; however, that the Buyer will provide the Seller and its legal counsel with an opportunity to review and comment on such press release, and will incorporate all reasonable comments provided by the Seller and its legal counsel.

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Section 7.6 Governing Law; Consent to Jurisdiction.

This Agreement and the legal relations between the parties to this Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof. Each of the parties hereto, in respect of itself and its properties, agrees to be subject to (and hereby irrevocably submits to) the exclusive jurisdiction of either the state courts of Illinois sitting in Chicago, Illinois or the Federal Courts situated in Chicago, Illinois, in respect of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein, and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such court. Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection to the laying of the venue of any such suit, action or proceeding brought in the state courts of Illinois sitting in Chicago, Illinois or the Federal Courts located therein and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.7 Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A party may effectively deliver that party’s signed counterpart of this Agreement by e-mail of a PDF copy. This Agreement takes effect when each party has delivered at least one of its signed counterparts to the other party.

Section 7.8 Severability.

If any provision, clause or part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such provision, clause, or part under other circumstances, shall not be affected thereby.

Section 7.9 Rules of Construction.

The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 7.10 Entire Agreement.

This Agreement and the Schedules attached to this Agreement which form a part of this Agreement, contain the entire understanding of the parties to this Agreement in respect of the subject matter contained in this Agreement. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to in this

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Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signatures on Following Page]

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IN WITNESS WHEREOF , the parties to this Agreement have caused this Membership Interest Purchase Agreement to be executed in multiple original counterparts as of the date first above written.

SELLER:

EXELORATE ENTERPRISES, LLC

" Joseph Svachula_ " (signed)____ Name: Joseph E. Svachula Title: Vice President

BUYER:

FACEDRIVE INC.

" " _ Sayan Navaratnam_ (signed) _____ Name: Sayan Navaratnam Title: Chief Executive Officer

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SCHEDULE A

ECOCRED AGREEMENTS

Shopify Services Agreement Amazon Affiliate Program Google Ads Facebook Audience Network Stripe Service Agreement

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SCHEDULE B

DOMAIN NAMES

ecocred.app ecocred.biz ecocred.co ecocred.com ecocred.info ecocred.io ecocred.net ecocred.org ecocred.us

EcoCred MIPA