Argo Corporation - M&A Activity 2021

SEDAR VERSION

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated September 4, 2020 (the “ Effective Date ”), is made by and between Exelorate Enterprises, LLC, a Delaware limited liability company (the “ Seller ”), Steer Holdings, LLC, a Delaware limited liability company (the “ Buyer ”) and Facedrive Inc., an Ontario corporation (the “ Parent ”).

Recitals

WHEREAS , the Seller owns and operates an electric vehicle car subscription business in Washington, D.C. under the name “Steer” (the “ Business ”);

AND WHEREAS , the Buyer is a wholly-owned subsidiary of the Parent, and the Parent wishes to enter into this Agreement to provide certain representations and warranties and covenants in favor of the Seller;

AND WHEREAS , the Seller desires to sell and transfer to the Buyer, and the Buyer desires to purchase and assume 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 Business including the Assets (as defined in Section 1.1 below) and the Assumed Liabilities (as defined in Section 2.1 below) (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 ASSETS

Section 1.1 Assets 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 following assets (collectively, the “ Assets ”):

(a) Subscription Agreements. The Seller’s interest pursuant to all the subscription agreements identified in Schedule 1.1(a) (the “ Subscription Agreements ”);

(b) Lease Agreement. The Seller’s interest pursuant to the Commercial Motor Vehicle Master Lease Agreement by and between Seller and [ deleted name (commercially sensitive) ] dated March 29, 2019 (the “ Lease Agreement ”);

(c) Intellectual Property. The website, trademarks, tradenames, service marks and other intellectual property owned or licensed by Seller that are used in the Business, as set forth in Schedule 1.1(c);

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(d) Clutch Agreement. The Seller’s interest pursuant to the Joint Marketing Agreement by and between Seller and Clutch Technologies, LLC effective as of March 29, 2019 (the “ Clutch Agreement ,” and together with the Subscription Agreements and the Lease Agreement, collectively referred to as the “ Assigned Contracts ”);

(e) Promotional Materials. The Seller’s inventory of all promotional materials for the Business; and

(f) Goodwill. All goodwill relating to the Business.

ARTICLE 2 ASSUMPTION OF LIABILITIES

Section 2.1 Obligations and Liabilities Assumed.

Upon the terms and subject to the conditions set forth in this Agreement, the Buyer hereby assumes and hereafter shall perform and discharge the following (collectively, the “ Assumed Liabilities ”): all of the Seller’s obligations, liabilities and payments arising on and after the date hereof under the Assigned Contracts; provided, however, that the Buyer shall not assume or be required to agree to pay, discharge or perform any liabilities or obligations arising out of any breach by the Seller of any provision of an Assigned Contract.

Section 2.2 Excluded Liabilities.

Notwithstanding anything contained in Section 2.1 above, the Buyer shall not assume, and the Seller shall retain, and shall be responsible for performing and discharging (i) all obligations, liabilities and payments due or arising prior to the date hereof under all of the Assigned Contracts and (ii) except as otherwise specifically provided in this Agreement, all obligations, liabilities and payments of the Seller of any kind, character or nature including, without limitation, all obligations, liabilities and payments due or arising prior to the date hereof with respect to the operation of the Business prior to the date hereof, including all liabilities and other matters relating to the employees of the Seller and the Business for periods ending on or prior to the date hereof (which shall be pro rated for any period commencing prior to the date hereof and ending after the date hereof) (any obligations pursuant to the clauses (i) and (ii) collectively, the “ Excluded Liabilities ”).

ARTICLE 3 PURCHASE PRICE

Section 3.1 Purchase Price.

(a) Purchase Price. The purchase price for the Assets is Three Million Two Hundred and Fifty Thousand Dollars ($3,250,000) (the “ Purchase Price ”).

(b) Payment of Purchase Price. The Buyer shall pay the Purchase Price contemporaneously herewith by delivering to the Seller (or its designee) 222,819 common shares (the “ Shares ”) in the capital of the Parent. The Seller agrees that the Shares shall be subject to the 18-month lock-up (the “ Lock-up ”) described in Section 6 of the

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Subscription Agreement of even date herewith between the Seller and the Parent (the “ Subscription Agreement ”). The entering into of this Agreement and such Subscription Agreement are each conditioned on the other.

(c) 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.

ARTICLE 4 CLOSING

Section 4.1 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 4.2 Transfer of Assets and Assumed Liabilities.

The Seller hereby transfers good and marketable title to the Assets to the Buyer, and the Buyer hereby assumes and agrees to hold the Seller harmless from and against, the Assumed Liabilities.

Section 4.3 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, including without limitation the transfer and assignment of the Assets. The Seller shall deliver to the Buyer a duly executed certificate dated as of the Closing Date that satisfies the requirements of Section 1.445 2(b)(2) of the Treasury Regulations.

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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Buyer as follows:

Section 5.1 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 carry on the Business as owned and operated as of the date of this Agreement.

Section 5.2 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 and the Parent, 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 5.3 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 Assigned Contract (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.

Section 5.4 Title; Liens.

The Seller has good and marketable title to the Assets and is hereby delivering good and marketable title to the Assets to the Buyer free and clear of all liens or encumbrances.

Section 5.5 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, the Business, the

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Assets and the Assumed Liabilities and the transactions contemplated in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5 AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUYER SHALL ACCEPT THE ASSETS, AND THE BUSINESS 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 5 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 ASSETS OF THE SELLER 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 Business, the Assets or the Assumed Liabilities 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 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.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer represents and warrants to the Seller as follows:

Section 6.1 Organization and Qualification.

The Buyer is a 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 enter into this Agreement and to perform its obligations hereunder.

Section 6.2 Due Authorization; Enforceability.

(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 limited liability company action of the Buyer and no other entity

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action on the part of the Buyer 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 and delivered by the Buyer; and, assuming the due authorization, execution and delivery of this Agreement by the Seller and the Parent, 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 6.3 No Violation.

The Buyer’s execution, delivery and performance of this Agreement 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 6.4 Consents and Approvals of Governmental Bodies and Other Persons.

Other than the Conditional Approval (as hereinafter defined), no consent, approval or authorization of, or declaration, filing or registration with, any governmental body or any other person is required by the Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the satisfaction of the obligations of the Buyer and the Parent pursuant to this Agreement.

Section 6.5 Acknowledgement by the Buyer.

With the Closing of this Agreement, the Buyer will have conducted to its satisfaction an independent investigation and verification of the financial condition of the Business and of the Assets and the Assumed Liabilities and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and verification and the representations and warranties, covenants and other agreements of the Seller expressly and specifically set forth in this Agreement. THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY THE SELLER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SELLER DOES NOT MAKE OR PROVIDE, AND THE BUYER HEREBY WAIVES ANY WARRANTY OF MERCHANTABILITY OR FITNESS

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FOR A PARTICULAR PURPOSE, OR OF THE CONDITION OF THE ASSETS OF THE BUSINESS OR ANY PART THEREOF.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PARENT

The Parent represents and warrants to the Seller as follows, and acknowledges that the Seller is relying upon such representations and warranties of the Parent in entering into this Agreement and completing the Transaction:

Section 7.1 Organization and Qualification.

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

Section 7.2 Due Authorization.

(a) The execution, delivery and performance of this Agreement by the Parent and the consummation of the transactions contemplated hereby have been duly and effectively authorized by all requisite corporate action of the Parent and no other entity action on the part of the Parent 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 and delivered by the Parent; and, assuming the due authorization, execution and delivery of this Agreement by the Seller and the Buyer, this Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent 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 7.3 Reporting Issuer Status and Listing.

The Parent 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 Parent (the “ Common Shares ”) are listed and posted for trading on the TSX-V.

Section 7.4 Compliance with Applicable Laws.

The Parent 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

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non-compliance, 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 Parent.

Section 7.5 No Violation.

The Parent’s execution, delivery, and performance of this Agreement and the issuance and delivery of the Shares to the Buyer will not: (a) cause the Parent 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 Parent’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 Parent to affect the Transaction.

Section 7.6 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 the Parent in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Parent 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 7.7 Continuous Disclosure.

The Parent currently, and since the date the Parent 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 Parent 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 Parent 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 Parent has not filed any confidential material change reports.

Section 7.8 No Cease Trade.

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

Section 7.9 Authorized and Issued Capital.

The authorized capital of the Parent consists of an unlimited number of Common Shares and an unlimited number of preferred shares of which 92,702,608 Common Shares and 0 preferred

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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 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 Parent of any Common Shares or for the subscription, allotment or issuance of any unissued securities in the capital of the Parent, other than as disclosed in the Parent’s publicly available continuous disclosure documents.

Section 7.10 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 Parent. ARTICLE 8 COVENANTS

Section 8.1 Transition.

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.

Section 8.2 Strategic Relationship.

The Seller shall evaluate (a) supporting the Parent’s expansion into the United States, (b) potentially collaborating with the Parent, including potentially promoting the Parent’s offerings to the employees and partners of the Seller and its affiliates among other options, and (c) building a strategic relationship with the Parent that is to the benefit of both the Parent and the Seller and their customers and shared ESG goals.

Section 8.3 Maintaining Listing and Further Assurances

The Parent 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 Parent 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 Parent’s ability to engage in a merger, amalgamation or similar transaction in which the Parent is not the surviving entity.

Section 8.4 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.

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Section 8.5 Post-Closing True-Up .

The Seller and the Buyer agree that, while the Transaction is deemed effective as of the Effective Date, there may be (i) certain payments made by the Seller with respect to the Business and certain amounts received by the Seller with respect to the Business which should have been made or received by the Buyer and (ii) certain payments made by the Buyer with respect to the Business and certain amounts received by the Buyer with respect to the Business which should have been made or received by the Seller (any such payable, a “ Payable ,” and any such receivable, a “ Receivable ”). In order to give effect to the transfer of the Business as of the Effective Date, within forty-five (45) days following the Closing, the Buyer and the Seller shall in good faith reconcile any Payables and Receivables in accordance with past practice and customary accounting procedures of the Seller and agree upon the net amount owed by one party to the other party (the “ True-Up Amount ”). Within five (5) days of agreeing on the True-up Amount, the Seller or the Buyer, as the case may be, shall pay to the other party an amount equal to the True-up Amount by wire transfer of immediately available funds in U.S. Dollars to such account as directed by the party receiving the True-Up Amount.

Section 8.6 Purchase Price Allocation.

Within thirty (30) days following the Closing, the Buyer and the Seller shall agree to the Allocation as contemplated by Section 3.1(c).

ARTICLE 9 PROVISIONS RESPECTING EMPLOYEES

Section 9.1 Seller’s Employees.

Effective as of the Closing, the Seller will terminate the employment of its employees who are engaged in connection with the operation of the Business and to whom the Buyer has determined to offer employment (the “ Employees ”). Each such offer will include an initial annualized rate of base salary or wages not less than that in effect for such Employee as of the date hereof and immediate eligibility for a medical and tax-qualified retirement savings plan. The Seller shall use its best efforts to employ the Employees at a principal business location within 50 miles of their current principal business location. To the extent applicable, the Seller shall be responsible for any notice required under, and any and all liability associated with, COBRA group health plan continuation coverage (29 U.S.C. §§ 601608 and 29 U.S.C. § 4980B). This Section 9.1 does not establish, as to any Employee, a contract of employment for a definite term or any term or any contractual right that his or her employment can only be terminated for just cause, and no Employee has any rights under this Agreement as a third party beneficiary or otherwise. The Seller agrees to be responsible for the payment to all such Employees for all wages, bonuses or prorated bonuses, health insurance premiums, 401(k) contributions, cafeteria plans, and other employee benefit plans or benefits due and owing to them up to the date of the Closing, together with any vacation time or monetary equivalents, sick days or monetary equivalents.

Section 9.2 Payroll Taxes.

The Buyer and the Seller agree that the payroll tax reporting obligations of the Employees shall be treated in accordance with the Alternate Procedure of Section 5 of Revenue Procedure

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2004-53. Under this procedure, the Buyer as the successor employer shall provide all required Forms W-2 to all Employees reflecting all wages paid and Taxes withheld by the Seller as the predecessor and the Buyer as the successor employer for the entire year during which the Closing occurs. Under such Alternate Procedure, the Seller shall provide to the Buyer all IRS Forms W-4 and W-5 on file with respect to each Employee, and the Buyer will honor these forms until such time, if any, that such Employee submits a revised form.

ARTICLE 10 TAX MATTERS

Section 10.1 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.

(b) The Seller shall be responsible for the preparation and filing of all federal, state and local Tax Returns of the Seller 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 the Business, 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 the Business for a Pre-Closing Tax Period.

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(c) The Buyer shall be responsible for the preparation and filing of all other federal, state and local Tax Returns in respect of the Business not described in Section 10.01 (b).

Section 10.2 Tax Proceedings .

After the Closing each party shall (and shall cause its affiliates and agents to): (i) provide timely written notice to each other party of any pending or threatened Tax audits or assessments relating to the Assets for periods for which any other party may be responsible; and (ii) promptly furnish to the other parties copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any period for which any other party may be responsible

Section 10.3 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 the Business, including providing information to affiliates of the Seller for purposes of preparing Tax Returns, and in connection with any Tax proceeding or audit.

Section 10.4 Proration of Taxes.

All ad valorem and property Taxes (“ Property Taxes ”), if any, relating to the Assets 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 prorated portion of such Property Taxes owed. All Property Taxes due for Straddle Periods shall be paid to the applicable taxing authority by the Buyer. Any other Taxes not described in this Section 10.4, 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 11 INDEMNIFICATION

Section 11.1 Survival.

The representations and warranties of the Buyer, the Seller and the Parent contained in this Agreement will survive the Closing until the date that is 24 months after the date of the Closing and no claims shall be made thereafter with respect to any breach thereof or indemnification for

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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 11.1 shall operate as a contractual statute of limitations.

Section 11.2 Indemnification.

(a) Subject to the conditions and limitations set forth in this Article 11, 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, out-of-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 business, including Taxes related to the transactions set forth in this Agreement and any failure of the Seller to comply with socalled “bulk sales” or “tax clearance” requirements applicable to the transactions contemplated hereby and not arising as a result of the Buyer or the Parent breaching any of their covenants set out in this Agreement; and

(ii) the Buyer and the Parent shall, jointly and severally, 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 or the Parent contained in this Agreement, (B) any breach of any covenant or agreement of the Buyer or the Parent 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 Assets, or (D) any Taxes relating to the Buyer or the Parent in the conduct of the Buyer’s or the Parent’s business, including those imposed on income generated by the Assets following Closing as prorated pursuant to the final sentence of Section 10.4 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, THE RECOVERY BY EITHER PARTY OF ANY DAMAGES SUFFERED OR INCURRED 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

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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 11.3 Duty to Mitigate.

A Party that becomes aware of a Loss for which it may seek indemnification under this Article 11 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 10.3.

Section 11.4 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 fraud, the indemnification provisions in this Article 11 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.

(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

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has actually been made under any other representation, warranty, covenant, or agreement included herein.

Section 11.5 Procedure With Respect to Third-Party Claims.

(a) No claim may be asserted pursuant to this Article 11 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 11.

(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, the Parent 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 11.5(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 Third-Party Claim pursuant to Section 11.5(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 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.

(d) Until the Responding Party notifies the Claiming Party that the Responding Party desires to defend the Third-Party Claim pursuant to Section 11.5(b), the Claiming Party shall (upon reasonable prior notice to the Responding Party) have the right to undertake the defense,

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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 11.6 Adjustment to Purchase Price.

To the extent permitted by applicable Law, any indemnification payments made pursuant to this Article 11 shall be treated as an adjustment to the Purchase Price paid to the Seller for federal, state and local income Tax purposes.

ARTICLE 12 MISCELLANEOUS PROVISIONS

Section 12.1 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 interest in the Assets being transferred to the Buyer in accordance with the terms of this Agreement, or otherwise carry out the terms of this Agreement.

Section 12.2 Currency.

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

Section 12.3 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 12.4 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: Brian Hoff, Vice President

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: [email protected]

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

DLA Piper LLP 444 West Lake Street, Suite 900 Chicago, Illinois 60606

Attention: Andrew Weil and Russel Drew E-mail: [email protected] and [email protected]

If to the Buyer or the Parent:

Steer Holdings, LLC c/o 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: [email protected]

or to such other addresses as may be specified pursuant to notice given by either party in accordance with the provisions of this Section 12.3.

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Section 12.5 Public Communications

None of the Buyer, the Parent or any of their 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 Parent may issue a press release following the Closing announcing the issuances of the Shares pursuant to this Agreement, provided; however, that the Parent 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.

Section 12.6 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 12.7 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 12.8 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 12.9 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

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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 12.10 Entire Agreement.

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

[Signatures on Following Pages]

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

SELLER:

EXELORATE ENTERPRISES, LLC

" Chris Gould " (signed)

By: Name: Chris Gould Title: Senior Vice President, Corporate Strategy

Signature Page for Asset Purchase Agreement

" Heung Hung Lee " (signed)

SCHEDULE 1.1(A)

SUBSCRIPTION AGREEMENTS

A multi-page table showing the list of Subscribers has been redacted in accordance with subsection 12.2(3) of NI 51-102 since it contains the personal information of the Subscribers that are parties to the Subscription Agreements.

SCHEDULE 1.1(C)

TRADEMARKS:

	Mark		Owner		Filing Date/ Registration Date	First Use		Serial No. Registration No.		Goods And Services International Classes		Future Actions
	STEER		Exelorate Enterprises, LLC		Filed: 3/21/2019 Registered: 3/31/2020	ITU		SN: 88350426 RN: 6025435		Providing electrical power, battery charging services, charging station services for electric vehicles, and mobile charging services namely, mobile battery charging services, and mobile charging station services for electric vehicles International Class: 037 Use: 04/29/2019 Information services relating to mobility, namely, car- sharing, carpooling, vehicle rental, recharge terminals for electric cars; electric vehicle sharing services, namely, scheduling, planning, organizing, managing and providing the temporary use of motor vehicles on subscription; rental of cars on subscription International Class: 039 Use: 01/23/2019 Application service provider services featuring computer programs for use in transportation reservation services, for scheduling, planning, organizing, managing and share the temporary use of electric vehicles and for scheduling, maintaining, and communicating with vehicles International Class: 042 Use: 04/20/2019		8&15Filing Period: 3/31/2025 – 3/31/2026 Renewal Filing Period: 3/3/2029 – 3/31/2030

	Mark		Owner		Filing Date/ Registration Date	First Use		Serial No. Registration No.		Goods And Services International Classes		Future Actions
			Exelorate Enterprises, LLC		Filed: 3/26/2019 Registered: 3/24/2020	ITU		SN: 88356506 RN: 6020315		Providing electrical power, battery charging services, charging station services for electric vehicles, and mobile charging services namely, mobile battery charging services, and mobile charging station services for electric vehicles; Information services relating to recharge terminals for electric cars International Class: 037 Use: 04/29/2019 Information services relating to mobility, namely, car- sharing, carpooling, vehicle rental; electric vehicle sharing services, namely, providing the temporary use of motor vehicles on subscription; rental of cars on subscription International Class: 039 Use: 01/23/2019 Application service provider services featuring computer programs for use in transportation reservation services, for scheduling, planning, organizing, managing and share the temporary use of electric vehicles and for scheduling, maintaining, and communicating with vehicles International Class: 042 Use: 04/20/2019		8&15Filing Period: 3/24/2025 – 3/24/2026 Renewal Filing Period: 3/24/2029 – 3/24/2030

DOMAIN NAMES:

Domain Name	Expiration Date
Steerev.com	May 10, 2021
Steerev.info	May 10, 2021
Steerev.net	May 10, 2021
Steerev.org	May 10, 2021
Steerly.com	March 4, 2021

CORPORATE NAMES: Exelon Enterprises, LLC controls a name reservation for “STEER ENTERPRISES LLC” with the Delaware Secretary of State that was renewed August 24, 2020 and expires December 22, 2020.