BuildDirect.com Technologies Inc. — Merger & Acquisition 2021

May 11, 2021

AMALGAMATION AGREEMENT

among

BUILDDIRECT.COM TECHNOLOGIES INC.

and

VLCTY CAPITAL INC.

and

9923896 CANADA INC.

DATED AS OF APRIL 30, 2021

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Contents

Section

Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES ........................................................ 2 1.1 Definitions ............................................................................................................................... 2 1.2 Headings, etc. ....................................................................................................................... 10 1.3 Number and Gender .............................................................................................................. 10 1.4 Date for any Action ................................................................................................................ 10 1.5 Statutory References ............................................................................................................. 10 1.6 Currency ............................................................................................................................... 10 1.7 Invalidity of Provisions ........................................................................................................... 10 1.8 Accounting Matters................................................................................................................ 11 1.9 Knowledge ............................................................................................................................ 11 1.10 Meaning of “Ordinary and Regular Course of Business”......................................................... 11 1.11 Schedules ............................................................................................................................. 11 ARTICLE 2 THE AMALGAMATION ....................................................................................................... 11 2.1 Terms of Amalgamation ........................................................................................................ 11 2.2 Dissenting Shareholders ....................................................................................................... 13 2.3 Effective Date ........................................................................................................................ 13 2.4 Effecting the Amalgamation ................................................................................................... 13 2.5 Name of Amalco .................................................................................................................... 13 2.6 Registered Office of Amalco .................................................................................................. 13 2.7 Authorized Capital of Amalco................................................................................................. 13 2.8 Initial Directors of Amalco ...................................................................................................... 14 2.9 Treatment of Restricted Securities under the U.S. Securities Act ........................................... 14 2.10 Consultation .......................................................................................................................... 14 2.11 Withholding Taxes ................................................................................................................. 14 ARTICLE 3 REPRESENTATIONS AND WARRANTIES ........................................................................ 15 3.1 Representations and Warranties of VLCTY ........................................................................... 15 3.2 Representations and Warranties of BuildDirect ...................................................................... 20 3.3 Survival of Representations and Warranties .......................................................................... 30 ARTICLE 4 COVENANTS ..................................................................................................................... 30 4.1 Covenants of VLCTY ............................................................................................................. 30 4.2 Covenants of BuildDirect ....................................................................................................... 32 4.3 Mutual Covenants of BuildDirect and VLCTY ......................................................................... 34 4.4 Filing Statement .................................................................................................................... 35 ARTICLE 5 CONDITIONS ..................................................................................................................... 36 5.1 Mutual Conditions in Favour of BuildDirect and VLCTY.......................................................... 36 5.2 VLCTY Conditions ................................................................................................................. 36 5.3 BuildDirect Conditions ........................................................................................................... 37 ARTICLE 6 AMENDMENT AND TERMINATION ................................................................................... 38 6.1 Amendment........................................................................................................................... 38 6.2 Termination ........................................................................................................................... 38 ARTICLE 7 ............................................................................................................................................ 39

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Contents

Section Page
7.1 Closing Matters ..................................................................................................................... 39
ARTICLE 8 GENERAL .......................................................................................................................... 39
8.1 Notices .................................................................................................................................. 39
8.2 Expenses .............................................................................................................................. 40
8.3 Time of the Essence .............................................................................................................. 40
8.4 Entire Agreement .................................................................................................................. 40
8.5 Further Assurances ............................................................................................................... 40
8.6 Governing Law ...................................................................................................................... 40
8.7 Execution in Counterparts ..................................................................................................... 41
8.8 Waiver .................................................................................................................................. 41
8.9 No Personal Liability .............................................................................................................. 41
8.10 Enurement and Assignment .................................................................................................. 41
SCHEDULE A Articles of Amalgamation .................................................................................................. 1
SCHEDULE B By-Laws of Amalco ........................................................................................................... 1
SCHEDULE C VLCTY Options and Warrants .......................................................................................... 1
SCHEDULE D BuildDirect Stock Options, Warrants and Convertible Notes.............................................. 1
SCHEDULE E Form of BuildDirect Resolution ......................................................................................... 2

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AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made effective as of April 30, 2021.

AMONG:

BUILDDIRECT.COM TECHNOLOGIES INC. , a corporation incorporated under the laws of Canada and having an office at 1900, 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1

(“ BuildDirect ” or the “ Corporation ”)

AND:

VLCTY CAPITAL INC. , a corporation incorporated under the laws of the Province of British Columbia and having an office at Suite 206, 3500 Carrington Road Westbank, British Columbia, V4T 3C1

• (“ VLCTY ”)

AND:

9923896 CANADA INC. , a company incorporated under the federal laws of Canada and having an office at 145 King Street West, Suite 2200, Toronto, Ontario, M5H 4G2

(“ Newco ”)

WHEREAS:

• (A) VLCTY is a capital pool company, and the VLCTY Shares are listed for trading on the TSXV under the symbol “VLCY.P”;

• (B) BuildDirect is a privately held company that is an innovative marketplace for purchasing and selling building materials online;

• (C) Newco is a wholly-owned subsidiary of VLCTY, created solely for the purpose of effecting the Amalgamation;

• (D) VLCTY, BuildDirect and Newco propose a business combination whereby BuildDirect and Newco will amalgamate under the provisions of the BCBCA on the terms described in this Agreement, and will continue as Amalco, a wholly-owned subsidiary of VLCTY and in connection therewith, VLCTY proposes to issue VLCTY Shares to the BuildDirect Shareholders as hereinafter provided which transaction will constitute the Qualifying Transaction (as defined in TSXV Policy 2.4) of VLCTY;

• (E) Following completion of the Amalgamation, VLCTY will carry on, through Amalco, the business carried on by BuildDirect;

• (F) BuildDirect and Newco will each require the approval of their respective shareholders for the Amalgamation and this Agreement pursuant to the requirements of the CBCA;

• (G) As part of the Qualifying Transaction, VLCTY will complete the VLCTY Change of Name which will require the approval of the VLCTY Board pursuant to the BCBCA and the Articles of VLCTY; and

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• (H) As part of the Qualifying Transaction, VLCTY will adopt the Equity Incentive Plan and complete the Consolidation, each of which will require the approval of the VLCTY Board and the VLCTY Shareholders pursuant to the policies of the TSXV, the BCBCA and/or the Articles of VLCTY.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement including the preamble hereto, unless the context otherwise requires, the following words shall have the following meanings:

“ 1933 Act ” means the United States Securities Act of 1933, as amended;

“ affiliate ” has the meaning ascribed to it under the BCBCA;

“ Agency Agreement ” means the agency agreement to be entered into among BuildDirect, VLCTY, and the Agents, as agents, relating to the BuildDirect Financing;

“ Agents ” means the Lead Agents, Cormark Securities Inc., Raymond James Ltd. and PI Financial Corp.;

“ Agreement ” means this amalgamation agreement, together with the schedules attached hereto, as amended, restated or supplemented from time to time;

“ Amalco ” means the corporation resulting from the Amalgamation;

“ Amalco Shares ” means the common shares in the capital of Amalco;

“ Amalgamation ” means the amalgamation of BuildDirect and Newco pursuant to the provisions of the CBCA on the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

“ Amalgamation Affidavit ” means the statutory declaration of a director and officer of each of BuildDirect and Newco required pursuant to Section 182(2) of the CBCA;

“ Applicable Securities Laws ” means the securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders having the force of law, in force from time to time in the Provinces of Ontario, Alberta, and British Columbia;

“ Articles of Amalgamation ” means the articles of amalgamation that shall be sent to the Director pursuant to Section 185 of the CBCA effecting the Amalgamation substantially in the form appended hereto as Schedule A;

“ Articles of Amendment ” means the articles of amendment that shall be sent to the Director in accordance with section 257 of the BCBCA giving effect to the VLCTY Change of Name and the VLCTY Consolidation;

“ BCBCA ” means the Business Corporations Act (British Columbia), and the regulations promulgated thereunder, as amended from time to time;

“ BuildDirect ” has the meaning ascribed thereto on the first page of this Agreement;

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“ BuildDirect Board ” means the board of directors of BuildDirect, as constituted from time to time;

“ BuildDirect Consolidation ” means the consolidation of the BuildDirect Shares on the basis of one postconsolidation BuildDirect Share for each 5.393 issued and outstanding pre-consolidation BuildDirect Shares pursuant to which no fractional BuildDirect shares will be issued; and one post-consolidation Class AA Preferred Shares of BuildDirect for each 5.393 issued and outstanding pre-consolidation Class AA Preferred Shares pursuant to which no fractional BuildDirect shares will be issued. If the BuildDirect Consolidation would result in the issuance of a fractional BuildDirect Share, such fraction will be rounded up to the next whole number if the fractional entitlement is greater than or equal to 0.5 BuildDirect Shares and rounded down to the next whole number if the fractional entitlement is less than 0.5 BuildDirect Shares;

“ BuildDirect Consolidation Ratio ” means 5.393;

“ BuildDirect Convertible Notes ” means the US$12,601,000 principal amount of secured convertible notes issued by the Corporation on December 31, 2020, particulars of which have been provided to VLCTY;

“ BuildDirect Existing Warrants ” means the 4,064,823 common share purchase warrants, each exercisable for one BuildDirect Share at an exercise price of US$0.784 per share, issued by the Corporation on December 31, 2020, particulars of which have been provided to VLCTY;

“ BuildDirect Financial Statements ” means the unaudited consolidated financial statements of BuildDirect for the years ended December 31, 2020 and December 31, 2019;

“ BuildDirect Financing ” means the private placement of BuildDirect Subscription Receipts at a price of $5.75 per BuildDirect Subscription Receipt for gross proceeds of approximately $20,000,000;

“ BuildDirect Material Contracts ” means (a) the Agency Agreement (to be entered into concurrently with this Agreement); (b) the BuildDirect Subscription Receipt Agreement (to be entered into concurrently with this Agreement); (c) the Warrant Indenture (to be entered into concurrently with this Agreement); (d) the Engagement Agreement; (e) this Agreement; (f) the BuildDirect Senior Notes; (g) the BuildDirect Convertible Notes; and (h) the share purchase agreement in connection with the purchase of Charter Distributing Company by BuildDirect and related BuildDirect VTB Loan;

“ BuildDirect Options ” means the options to purchase BuildDirect Shares issued by BuildDirect and outstanding on the Effective Date, issued pursuant to the BuildDirect Stock Option Plan;

“ BuildDirect Resolution ” means the special resolution of the BuildDirect Shareholders approving the Amalgamation, the BuildDirect Consolidation and this Agreement, substantially in the form attached hereto as Schedule E;

“ BuildDirect Senior Notes ” means the CAD$4,854,369 secured notes issued by the Corporation on March 22, 2018, particulars of which have been provided to VLCTY;

“ BuildDirect Shareholder Approval ” means (i) the unanimous written consent resolutions of the BuildDirect Shareholders in respect of the BuildDirect Resolution, or (ii) the approval of BuildDirect Shareholders and holders of Class AA Preferred Shares of BuildDirect, each voting separately as a single class, in respect of the BuildDirect Resolution, at a shareholders’ meeting of BuildDirect where not less than 66 2/3% of the issued and outstanding BuildDirect Shares and Class AA Preferred Shares of BuildDirect, respectively, entitled to vote are present or represented by proxy at the meeting held to approve the BuildDirect Resolution;

“ BuildDirect Shareholders ” means, at any time, the holders of BuildDirect Shares and Class AA Preferred Shares of BuildDirect;

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“ BuildDirect Shareholders Agreement ” means the shareholders agreement entered into among BuildDirect and the BuildDirect Shareholders dated March 22, 2018;

“ BuildDirect Shares ” means the authorized common shares in the capital of BuildDirect;

“ BuildDirect Stock Option Plan ” means the stock option plan of BuildDirect effective March 22, 2018, as amended from time to time;

“ BuildDirect Subscription Receipt Agreement ” means the subscription receipt agreement to be entered into among BuildDirect, VLCTY, the Lead Agents, and Computershare Trust Company of Canada, as subscription receipt agent, which agreement will govern the BuildDirect Subscription Receipts;

“ BuildDirect Subscription Receipts ” means subscription receipts of BuildDirect issued in connection with the BuildDirect Financing, each of which will, immediately following the BuildDirect Consolidation and immediately prior to the Effective Time, be automatically converted into a unit of BuildDirect, each such unit to be composed of one (1) post-BuildDirect Consolidation BuildDirect Share and one (1) BuildDirect Warrant, in accordance with the terms thereof, and in accordance with the BuildDirect Subscription Receipt Agreement;

“ BuildDirect Subsidiaries ” means 6702627 Canada Inc., Charter Distributing Company and BuildDirect Technologies Holdings, Inc., and BuildDirect Technologies India Private Limited;

“ BuildDirect VTB Loan ” means the vendor takeback loan in the amount of US$6,225,000 in favour of the former shareholders of Charter Distributing Company, details of which have been provided to VLCTY;

“ BuildDirect Warrants ” means the common share purchase warrants of BuildDirect, each to be issued immediately following the BuildDirect Consolidation and immediately prior to the Effective Time to the holders of BuildDirect Subscription Receipts, in accordance with the terms thereof, and in accordance with the BuildDirect Subscription Receipt Agreement;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

“ By-Laws of Amalco ” means the Bylaws of Amalco, substantially in the form as set out in the form appended hereto as Schedule B;

“ Canaccord ” means Canaccord Genuity Corp.;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation in accordance with Section 262 of the CBCA;

“ CIBC ” means CIBC World Markets Inc.;

“ Claim ” means any claim, demand, complaint, action, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

“ Closing ” means the completion of the Qualifying Transaction, including the Amalgamation set forth herein, the BuildDirect Consolidation, the Consolidation, and the issuance of securities of VLCTY to BuildDirect securityholders, all of which shall take place on the Closing Date;

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“ Closing Date ” means the date that is no later than five Business Days following the satisfaction or waiver of all conditions set forth in this Agreement and any other documents, agreements or instruments related to the Amalgamation, or such other date, as the Parties may agree;

“ Completion Deadline ” means the latest date by which the Qualifying Transaction is to be completed, no later than 120 days from the date of this Agreement, or such other date as the Parties may mutually agree;

“ Consolidation ” means the consolidation of the VLCTY Shares on the basis of one post-consolidation VLCTY Share for each 26.538 issued and outstanding pre-consolidation VLCTY Shares pursuant to which no fractional shares will be issued. If the Consolidation would result in the issuance of a fractional VLCTY Share, such fraction will be rounded up to the next whole number if the fractional entitlement is greater than or equal to 0.5 VLCTY Shares and rounded down to the next whole number if the fractional entitlement is less than 0.5 VLCTY Shares;

“ Consolidation Approval ” means the approval of a simple majority of the votes cast by VLCTY Shareholders voting shares that carry the right to vote at the VLCTY Meeting;

“ Contract ” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon VLCTY or BuildDirect, as the case may be;

“ Corporation ” has the meaning ascribed thereto on the first page of this Agreement;

“ Director ” means the Director appointed under Section 260 of the CBCA;

“ Dissenting Shareholder ” means a registered BuildDirect Shareholder who validly exercises and does not withdraw the rights of dissent provided under the CBCA in connection with the BuildDirect Resolution;

“ Effective Date ” means the date shown on the Certificate of Amalgamation;

“ Effective Time ” means the earliest moment in time (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“ Employee Plans ” means any (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment (including any arrangement to provide pension benefits in excess of the maximum amounts which are allowed under the Income Tax Act (Canada) to be provided through a registered pension plan) from which present or former employees, officers and directors, individuals working on contract with BuildDirect or the BuildDirect Subsidiaries or individuals providing services to BuildDirect or the BuildDirect Subsidiaries of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of BuildDirect or any of the BuildDirect Subsidiaries, as applicable, is the named insured and as to which BuildDirect or any of the BuildDirect Subsidiaries makes premium payments, whether or not BuildDirect or any of the BuildDirect Subsidiaries is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of BuildDirect or any of the BuildDirect Subsidiaries benefit or have the potential to benefit;

“ Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

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“ Engagement Agreement ” means the engagement agreement dated March 11, 2021, among BuildDirect and the Lead Agents;

“ Environmental Laws ” means any federal, state, provincial, territorial, municipal or local law, statute, ordinance, rule, regulation, order, decree, judgement, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or regulation, protection, cleanup or restoration of the environment or natural resources, including, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials and “ Hazardous Materials ” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

“ Filing Statement ” means the filing statement and any amendments thereto prepared in accordance with TSXV Form 3B2 - Information required in a filing statement for a Qualifying Transaction ;

“ Founders' Shares ” means the 3,000,000 VLCTY Shares issued by VLCTY to the founders of VLCTY prior to the closing of VLCTY’s initial public offering at a price of $0.05 per common share;

“ Governmental Entity ” means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the TSXV;

“ IFRS ” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

“ Intellectual Property ” means all right, title and interest of BuildDirect and the BuildDirect Subsidiaries to all trademarks and the goodwill associated therewith, trade names (including logos), domain names, service marks, brand names, copyrights, industrial designs, patents (including divisions, reissues, renewals and extensions), licenses, know-how, trade secrets, inventions, and other intellectual property rights and all applications therefore, in each case whether or not registered, both domestic and foreign, used by BuildDirect and the BuildDirect Subsidiaries;

“ IP Rights ” means (a) all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisions, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof, (b) all trade-marks, service marks, trade dress, trade names, logos, domain names and corporate names, whether registered or existing at common law, (c) all registered and unregistered statutory and common law copyrights and industrial designs, (d) all registrations, applications and renewals for any of the foregoing, (e) all trade secrets, confidential information, ideas, formulae, compositions, know-how, improvements, innovations, discoveries, designs, manufacturing and production processes and techniques, and (f) all other intellectual property rights owned, licensed, controlled or used by a Person, in any and all relevant jurisdictions in the world;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

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“ Lead Agents ” means CIBC and Canaccord;

“ Licensed Intellectual Property ” means all Intellectual Property licensed to BuildDirect and the BuildDirect Subsidiaries;

“ LOI ” means the letter of intent entered into by VLCTY and BuildDirect dated March 19, 2021, relating to the Amalgamation;

“ Material Adverse Change ” means any one or more changes, effects, events, occurrences or circumstances or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on VLCTY or BuildDirect, as applicable, on a consolidated basis;

“ Material Adverse Effect ” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or circumstances or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, prospects, results of operations or financial condition of VLCTY or BuildDirect, as applicable, on a consolidated basis, except any change, effect, event, occurrence or circumstances or state of facts resulting from or relating to:

• (a) the announcement of the execution of this Agreement or any transactions contemplated herein, or communication by the applicable Party of its plans or intentions with respect to the other Party and/or any of its subsidiaries;

• (b) changes in the United States and Canadian government, economies in general or the United States and Canadian capital or currency markets in general;

• (c) any natural disaster, force majeure event, including the COVID-19 global pandemic, or any escalation or worsening thereof;

• (d) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife or acts of terrorism;

• (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

• (f) any change in IFRS; or

• (g) changes affecting the Party’s industry generally,

provided that, in the case of any changes referred to in clauses (b) to (g) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

“ New Equity Incentive Plan ” means the stock option plan to be adopted at the VLCTY Meeting which will replace the VLCTY Option Plan upon completion of the Qualifying Transaction;

“ New Equity Incentive Plan Approval ” means the approval of a simple majority of the VLCTY Shareholders in respect of the New Equity Incentive Plan;

“ Newco ” has the meaning ascribed thereto on the first page of this Agreement;

“ Newco Shares ” means common shares in the capital of Newco;

“ Notice of Alteration ” means the notice of alteration on Form 11 prescribed by the BCBCA to effect the VLCTY Change of Name;

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“ Owned Intellectual Property ” means all Intellectual Property owned by BuildDirect and the BuildDirect Subsidiaries whether registered or unregistered;

“ Party ” means, as the context requires, either BuildDirect, VLCTY or Newco, and “ Parties ” means two or more of them, as applicable;

“ Permitted Encumbrances ” means (i) capital leases; (ii) encumbrances securing the BuildDirect Senior Notes; (iii) encumbrances securing the BuildDirect Convertible Notes, and (iv) encumbrances securing the assets of BuildDirect Technologies Holdings, Inc. and Charter Distributing Company in connection with the acquisition of Charter Distributing Company, including in connection with the BuildDirect VTB Loan;

“ Person ” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“ Qualifying Transaction ” means a transaction where a capital pool company acquires Significant Assets (as defined in TSXV Policy 2.4) other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means and, where appropriate, means the Amalgamation which constitutes VLCTY’s Qualifying Transaction;

“ Registered IP ” means Intellectual Property that is the subject of registration or applications for such registration;

“ Registrar ” has the meaning ascribed to it in the BCBCA;

“ Regulation D ” means Regulation D adopted by the SEC under the 1933 Act;

“ Regulation S ” means Regulation S adopted by the SEC under the 1933 Act;

“ SEC ” means the United States Securities and Exchange Commission;

“ Securities Authorities ” means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including the SEC, and any stock exchanges or other self-regulatory agencies having authority over VLCTY or BuildDirect (as applicable), including the TSXV;

“ SEDAR ” means the Canadian System for Electronic Document Analysis and Retrieval;

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

“ Tax Act ” means the Income Tax Act (Canada);

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“ Tax Returns ” means all returns, reports, declarations, claims for refunds, elections, notices, filings, forms, statements and other documents (whether in written, electronic or other form) and any amendments, schedules, attachments, supplements, appendices and exhibits thereto, which have been prepared or filed or are required to be prepared or filed in respect of Taxes;

“ TSXV ” means the TSX Venture Exchange;

“ TSXV Conditional Approval ” has the meaning ascribed thereto in Section 5.1(a);

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ VLCTY ” has the meaning ascribed thereto on the first page of this Agreement;

“ VLCTY Board ” means the board of directors of VLCTY, as constituted from time to time;

“ VLCTY Broker Warrants ” means the 300,000 outstanding broker warrants, each warrant being exercisable for one VLCTY Share at a price of $0.10 per VLCTY Share for a period ending on the date that is 24 months from the date the VLCTY Shares commenced trading on the TSXV, the details of which are set out in Schedule C;

“ VLCTY Change of Name ” means the change of name of VLCTY to “ BuildDirect.com Technologies Inc. ” or such other name as BuildDirect may determine in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV and the corporation’s regulatory authority of the application jurisdiction;

“ VLCTY Change of Name Approval ” means the approval of a simple majority of the VLCTY Shareholders in respect of the VLCTY Change of Name;

“ VLCTY Financial Statements ” means the audited financial statement of VLCTY for the period from incorporation on September 16, 2019 until the year ended May 31, 2020 and the unaudited interim financial statements of VLCTY for the three and nine months ended February 28, 2021;

“ VLCTY Material Contracts ” means the following: (a) the Registrar and Transfer Agent Agreement dated February 6, 2020 between VLCTY and the Escrow Agent; (b) the Agency Agreement dated August 28, 2020 between VLCTY and Leede Jones Gable Inc., the agent for VLCTY’s initial public offering; (c) the Escrow Agreement dated August 13, 2020 between VLCTY, the Escrow Agent, and the holders of the Founders’ Shares; (d) the Incentive Stock Option Plan approved on January 29, 2020; (e) the Agency Agreement (to be entered into prior to the Closing); (f) the BuildDirect Subscription Receipt Agreement (to be entered into prior to the Closing); (g) the Warrant Indenture (to be entered into prior to the Closing); and (h) this Agreement;

“ VLCTY Meeting ” means the annual general and special meeting of the VLCTY Shareholders, including any adjournment(s) or postponement(s) thereof, to be held to obtain, among other things, the New Equity Incentive Plan Approval, the VLCTY Change of Name Approval and the Consolidation Approval;

“ VLCTY Option Plan” means VLCTY’s existing stock option plan;

“ VLCTY Options ” means the 600,000 outstanding stock options under the VLCTY Option Plan, each option being exercisable for one VLCTY Share at a price of $0.10 per VLCTY Share for a period of ten years from the date of issuance of such options, the details of which are set out in Schedule C;

“ VLCTY Parties” means, collectively, VLCTY and Newco;

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“ VLCTY Public Documents ” means the public documents filed by VLCTY on SEDAR under VLCTY’s SEDAR profile;

“ VLCTY Shareholders ” means, at any time, the holders of outstanding VLCTY Shares;

“ VLCTY Shares ” means the authorized common shares in the capital of VLCTY;

“ VLCTY Warrants ” means the common share purchase warrants of VLCTY to be issued to the holders of BuildDirect Warrants in exchange thereof upon completion of the Amalgamation pursuant to the terms of the Warrant Indenture. Each VLCTY Warrant will entitle the holder thereof to purchase one additional VLCTY Share (on a post-VLCTY Consolidation basis) at a price of $6.90 per share at any time prior to the date that is 24 months from the closing of the Amalgamation. If, prior to the expiry date of the VLCTY Warrants, the daily volume-weighted average trading price of the VLCTY Shares on the TSXV exceeds $8.00 for a period of at least thirty (30) consecutive trading days, VLCTY may accelerate the expiry date of the VLCTY Warrants to a date not earlier than the date that is thirty (30) days following the acceleration of such warrants; and

“ Warrant Indenture ” means the warrant indenture to be entered into among BuildDirect, VLCTY and Computershare Trust Company of Canada, as warrant agent, which agreement will govern the VLCTY Warrants.

In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Headings, etc.

• (a) The preamble forms an integral part hereof and is not mere recitals.

• (b) The division of this Agreement into articles, sections and subsections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing the use of either gender shall include both genders and neutral.

1.4 Date for any Action

If the date on which any action required to be taken hereunder by any Party is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulation.

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1.6 Currency

Unless otherwise stated, all references in this Agreement to dollar amounts are expressed in Canadian currency.

1.7 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Laws, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

1.8 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with, IFRS.

1.9 Knowledge

Where the phrase “to the knowledge of” is used in respect of any Party, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon the actual knowledge of management and the directors of such Party and the knowledge that they should have acquired following a reasonable and diligent enquiry with respect to the subject matter thereof.

1.10 Meaning of “Ordinary and Regular Course of Business”

In this Agreement, the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by management of corporations engaged in the businesses of BuildDirect or VLCTY, as applicable, without any need for the approval of the board of directors thereof.

1.11 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule A – Articles of Amalgamation Schedule B – By-laws of Amalco Schedule C – VLCTY Options and Warrants Schedule D – BuildDirect Options, Warrants and Convertible Notes Schedule E – Form of BuildDirect Resolution

ARTICLE 2 THE AMALGAMATION

2.1 Terms of Amalgamation

VLCTY, Newco and BuildDirect hereby covenant and agree to implement the Amalgamation in accordance with the terms and subject to the conditions of this Agreement, as follows:

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• (a) as soon as reasonably practicable following the execution and delivery of this Agreement: (i) VLCTY shall seek to obtain the Consolidation Approval, the VLCTY Name Change Approval and the New Equity Incentive Plan Approval, and call and hold the VLCTY Meeting; (ii) BuildDirect shall obtain the BuildDirect Shareholder Approval; and (iii) BuildDirect shall prepare the draft Filing Statement;

• (b) following the receipt of Consolidation Approval, VLCTY Name Change Approval and the BuildDirect Shareholder Approval for the BuildDirect Resolution, and immediately prior to the Effective Time, upon and subject to the terms of this Agreement:

• (i) VLCTY shall, complete and give effect to the Consolidation and file the Notice of Alteration to effect the VLCTY Change of Name upon and subject to the terms of this Agreement;

• (ii) BuildDirect shall, complete and give effect to the BuildDirect Consolidation; and

• (iii) (A) each VLCTY Option and each VLCTY Broker Warrant shall be adjusted in accordance with their respective terms to account for the Consolidation, and (B) subject to TSXV approval, the term of each VLCTY Option shall be extended until the date that is 12 months following completion of the Qualifying Transaction. Notwithstanding the foregoing, in the event that a holder of VLCTY Options continues as a director, officer, technical consultant or employee of VLCTY immediately following completion of the Amalgamation, the original term of such VLCTY Option shall remain in full force and effect upon completion of the Amalgamation;

• (c) BuildDirect and Newco shall jointly complete and file the Articles of Amalgamation with the Director to give effect to the Amalgamation;

• (d) at the Effective Time, Newco and BuildDirect shall amalgamate and continue as one company, being Amalco, pursuant to the provisions of the CBCA;

• (e) at the Effective Time:

• (i) all of the holders of BuildDirect Shares outstanding immediately prior to the Effective Time, other than a BuildDirect Share held by a Dissenting Shareholder, shall receive, in exchange for each BuildDirect Share (on a post-BuildDirect Consolidation basis), one (1) post-Consolidation VLCTY Share, and the BuildDirect Shares outstanding immediately prior to the Effective Time shall be cancelled;

• (ii) all of the holders of Class AA Preferred Shares of the Corporation outstanding immediately prior to the Effective Time, other than Class AA Preferred Shares held by a Dissenting Shareholder, shall receive, in exchange for each Class AA Preferred Share of the Corporation (on a post-BuildDirect Consolidation basis), one (1) post-Consolidation VLCTY Share, and the Class AA Preferred Shares of the Corporation outstanding immediately prior to the Effective Time shall be cancelled;

• (iii) subject to receipt of all required regulatory approvals, each BuildDirect Warrant outstanding immediately prior to the Effective Time shall be replaced with one (1) common share purchase warrant to be issued by VLCTY entitling the holder thereof to purchase one (1) post-Consolidation VLCTY Share, on the same terms as those contained in the BuildDirect Warrants immediately prior to the Amalgamation and each such BuildDirect Warrant shall be cancelled. The exercise

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price for each post-VLCTY Consolidation VLCTY Share underlying the warrants to be issued by VLCTY will be equal to the exercise price per BuildDirect Share under the BuildDirect Warrant in effect immediately prior to the Amalgamation;

• (iv) subject to receipt of all required regulatory approvals, the BuildDirect Options (as adjusted pursuant to the BuildDirect Consolidation) outstanding immediately prior to the Effective Time will entitle the holders thereof to purchase the corresponding number of post-Consolidation VLCTY Shares, on the same terms as those contained in the BuildDirect Option immediately prior to the Amalgamation and each such BuildDirect Option shall be cancelled. The exercise price for each postVLCTY Consolidation VLCTY Share underlying the options to be issued by VLCTY will be equal to the exercise price per BuildDirect Share under the BuildDirect Option (as adjusted pursuant to the BuildDirect Consolidation) immediately prior to the Amalgamation;

• (v) all of the Newco Shares outstanding immediately prior to the Effective Time shall be exchanged for an equal number of Amalco Shares and the Newco Shares outstanding immediately prior to the Effective Time shall be cancelled; and

• (vi) as consideration for the issuance of post-VLCTY Consolidation VLCTY Shares pursuant to the Amalgamation, Amalco shall issue to VLCTY one Amalco Share for each post-Consolidation VLCTY Share issued.

• (f) the By-Laws of Amalco shall be in the form appended hereto as Schedule B.

2.2 Dissenting Shareholders

BuildDirect Shares which are held by a Dissenting Shareholder shall not be exchanged for postConsolidation VLCTY Shares pursuant to the Amalgamation. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder’s claim under Section 190 of the CBCA or forfeits such Dissenting Shareholder’s right to make a claim under Section 190 of the CBCA or if his rights as a BuildDirect Shareholder are otherwise reinstated, such BuildDirect Shareholder’s BuildDirect Shares shall thereupon be deemed to have been exchanged for post-Consolidation VLCTY Shares as of the Effective Date as prescribed herein. Registered BuildDirect Shareholders entitled to vote on the BuildDirect Resolution may exercise dissent rights with respect to their BuildDirect Shares in connection with the Amalgamation pursuant to and in the manner set forth in the CBCA. BuildDirect shall give VLCTY prompt notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by BuildDirect and shall promptly provide VLCTY with copies of such notices and written objections and all other correspondence related thereto.

2.3 Effective Date

The Amalgamation shall be completed on the Effective Date and shall be effective at the Effective Time.

2.4 Effecting the Amalgamation

Subject to the rights of termination contained in Article 6, upon both the Consolidation Approval, Name Change Approval and New Equity Incentive Plan Approval, and the BuildDirect Shareholder Approval being obtained, and the other conditions contained in Article 5 being complied with or waived, BuildDirect and Newco shall file with the Director the Articles of Amalgamation, including the Amalgamation Affidavits, and deliver such other documents as may be required in order to effect the Amalgamation, within five Business Days, or such other date as the Parties may agree, of the later of: (i) the Consolidation Approval, (ii) the BuildDirect Shareholder Approval, and (iii) TSXV Conditional Approval, as applicable, being obtained.

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2.5 Name of Amalco

The Parties agree that the name of Amalco shall be BuildDirect Operations Limited.

2.6 Registered Office of Amalco

The Parties agree that the address of the registered and records office of Amalco shall be 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3.

2.7 Authorized Capital of Amalco

The Parties agree that Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares) which shall have the rights, privileges, restrictions and conditions set out in the Articles of Amalgamation. No Amalco Shares may be transferred except in compliance with the restrictions set out in the By-Laws of Amalco.

2.8 Initial Directors of Amalco

The Parties agree that Amalco shall initially have one director and that the first director of Amalco shall be Dan Park.

2.9 Treatment of Restricted Securities under the U.S. Securities Act

The Parties agree that the VLCTY Shares issued in connection with the Qualifying Transaction to or for the account or benefit of any former BuildDirect Shareholders who is a U.S. Person (as defined in Regulation S) or person in the United States will be “restricted securities” within the meaning of Rule 144 under the 1933 Act and each certificate representing such VLCTY Shares will bear a legend in substantially the form that follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF VLCTY CAPITAL INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AFTER, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT.”

2.10 Consultation

BuildDirect and VLCTY will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Qualifying Transaction and in making any filing with any Governmental Entity or Securities Authority with respect thereto. Each of BuildDirect and VLCTY shall use its commercially reasonable efforts to enable the other of them to review and comment on all such

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press releases and filings prior to the release or filing, respectively, thereof, provided, however, that the obligations herein will not prevent a Party from making, after consultation with the other Party, such disclosure as is required by applicable Laws or the rules and policies of any applicable stock exchange.

2.11 Withholding Taxes

VLCTY and Newco will be entitled to deduct and withhold from the VLCTY Shares deliverable to any former BuildDirect Shareholder, or any consideration otherwise payable to any Dissenting Shareholder, such amounts as VLCTY or Newco may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that any amounts are so deducted and withheld, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. VLCTY or BuildDirect may sell or otherwise dispose of any portion of the VLCTY Shares issuable to a former BuildDirect Shareholder as is necessary to provide sufficient funds to enable VLCTY or Newco to comply with such deduction and/or withholding requirements.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of VLCTY

VLCTY hereby represents and warrants to BuildDirect and hereby acknowledges that BuildDirect is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Qualifying Transaction, as follows:

• (a) Organization. VLCTY has been incorporated and is existing under the laws of British Columbia and has the requisite corporate authority to conduct its business as currently conducted and is qualified to transact business in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification. Newco has been incorporated and is existing under the laws of Canada and has the requisite corporate authority to conduct its business as currently conducted and is qualified to transact business in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification.

• (b) Capitalization. VLCTY is authorized to issue: (i) an unlimited number of VLCTY Shares of which 6,000,000 VLCTY Shares are issued and outstanding as of the date hereof, prior to giving effect to the Amalgamation and the Consolidation; and (ii) an unlimited number of preferred shares, of which as of the date hereof, no preferred shares are issued and outstanding. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating VLCTY to issue or sell any VLCTY Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any VLCTY Shares other than the VLCTY Options and VLCTY Broker Warrants. Newco is authorized to issue an unlimited number of Newco Shares of which one (1) Newco Share is issued and outstanding. All outstanding VLCTY Shares and Newco Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding contractual obligations of VLCTY or Newco to repurchase, redeem or otherwise acquire any outstanding VLCTY Shares or Newco Shares.

• (c) Indebtedness. There are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of VLCTY and there are no agreements obligating VLCTY to issue or sell any debt instruments.

• (d) Subsidiaries. VLCTY is the registered and beneficial owner of all of the issued and outstanding shares of Newco. Neither VLCTY nor Newco has any other subsidiaries and does not hold any shares or securities of any other entity and is not affiliated with, nor is it

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a holding corporation of, any other body corporate. Newco was formed solely for the purposes of effecting the Amalgamation, has nominal assets and no liabilities and has never conducted any business activities.

• (e) Authority and Conflict. Subject to obtaining the Consolidation Approval, Name Change Approval, and the New Equity Incentive Plan Approval, each of VLCTY and Newco has all necessary corporate authority to enter into this Agreement and all other agreements and instruments to be executed by VLCTY and Newco as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by VLCTY and Newco and the completion by VLCTY and Newco of the transactions contemplated hereby have been authorized by the VLCTY Board and the sole director of Newco and, subject to obtaining the Consolidation Approval, Name Change Approval and New Equity Incentive Plan Approval, and to obtaining approval of the TSXV, no other corporate proceedings on the part of VLCTY or Newco are necessary to authorize this Agreement or the completion by VLCTY and Newco of the transactions contemplated hereby other than the filing of the Notice of Alteration with the Registrar and the Articles of Amendment with the Director. This Agreement has been executed and delivered by each of VLCTY and Newco and constitutes a legal, valid and binding obligation of each of VLCTY and Newco, enforceable against each of VLCTY and Newco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by VLCTY and Newco of this Agreement and the performance by each of VLCTY and Newco of its obligations hereunder and the completion of the transactions contemplated hereby, does not and will not:

• (i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

  • (A) the notice of articles and articles of VLCTY or the constating documents of Newco;

  • (B) any applicable Law or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by VLCTY of the transactions contemplated hereby, will be applied for by VLCTY but has not been obtained as of the date hereof); or

  • (C) any Contract to which VLCTY or Newco is bound or is subject to or of which VLCTY and Newco is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on VLCTY.

• (f) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by VLCTY or Newco in connection with the execution and delivery of this Agreement or the consummation by VLCTY and Newco of the transactions contemplated hereby other than:

• (i) the Consolidation Approval, the Name Change Approval and the New Equity Incentive Plan Approval;

• (ii) the filing of the Notice of Alteration with the Registrar;

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• (iii) the filing of the Articles of Amalgamation and related documents with the Director;

• (iv) the approval of the TSXV;

• (v) such registrations and other actions required under Applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of Amalco; and

• (vi) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on VLCTY.

• (g) Directors’ Approvals. The VLCTY Board has unanimously authorized the entering into of this Agreement and the performance of VLCTY’s obligations hereunder.

• (h) Material Contracts. As at the date hereof, VLCTY and Newco are not party to any material Contract, written or oral, other than the VLCTY Material Contracts true, correct and complete copies of which have been filed on SEDAR. Each of the VLCTY Material Contracts to which VLCTY and Newco is a party is in good standing, constitutes a valid and legally binding obligation of VLCTY or Newco, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect without amendment.

• (i) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the VLCTY Material Contracts.

• (j) No Defaults. Neither VLCTY nor Newco is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by VLCTY or Newco under, any Contract or other instrument that is material to the conduct of the business of VLCTY or Newco to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on VLCTY and Newco, respectively. No party to any Contract of VLCTY or Newco has given written notice to VLCTY or Newco of, or made a Claim against VLCTY or Newco with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on VLCTY.

• (k) Absence of Changes. Except as disclosed in the VLCTY Public Documents, since May 31, 2020:

• (i) each of VLCTY and Newco has conducted its business only in the ordinary and regular course of business consistent with past practice;

• (ii) neither VLCTY nor Newco has incurred or suffered a Material Adverse Change;

• (iii) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by VLCTY or Newco of any debt for borrowed money, any creation or assumption by VLCTY or Newco of any Encumbrance, any making by VLCTY or Newco of any loan, advance or capital contribution to, or investment in, any other Person, or any entering into, amendment of, relinquishment, termination or non-renewal by VLCTY or Newco of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on VLCTY or Newco;

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• (iv) VLCTY has not declared or paid any dividends or made any other distribution in respect of any of the VLCTY Shares;

• (v) other than the proposed Consolidation, VLCTY has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding VLCTY Shares;

• (vi) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by VLCTY to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; and

• (vii) VLCTY has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the VLCTY Financial Statements.

• (l) Voting Agreements. VLCTY is not party to any agreement, nor, to the knowledge of VLCTY, is there any shareholders agreement or other Contract which in any manner affects the voting control of any of the securities of VLCTY, except for the voting Contracts entered into by the holders of Founders’ Shares in connection with the transactions contemplated herein.

• (m) Pre-emptive Rights. No holder of outstanding shares in the capital of VLCTY is entitled to any pre-emptive or any similar rights to subscribe for any VLCTY Shares or other securities of VLCTY and, other than the VLCTY Options and the VLCTY Broker Warrants and securities of VLCTY that may be issued pursuant to this Agreement, there are no rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of VLCTY or Newco.

• (n) Employment Agreements. VLCTY:

• (i) has no, and since incorporation has not had any, employees; and

• (ii) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of VLCTY that would be triggered by VLCTY’s entering into this Agreement or the completion of the Qualifying Transaction;

• (o) Management Fees. There is no agreement, plan or practice of VLCTY relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit other than in the ordinary course of business or in respect of professional service fees.

• (p) Financial Matters. The VLCTY Financial Statements and the notes thereto were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of VLCTY at the respective dates indicated and the results of operations of VLCTY for the periods covered. Except as disclosed in the VLCTY Financial Statements, as of the date hereof, VLCTY does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or production program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the VLCTY Financial Statements, except liabilities and obligations incurred in the ordinary and regular

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course of business since February 28, 2021, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on VLCTY.

• (q) Auditors. VLCTY’s auditors are independent public accountants.

• (r) Books and Records. The corporate records and minute books of VLCTY have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on VLCTY.

• (s) Litigation. There is no Claim pending or in progress or, to the knowledge of VLCTY, threatened against or relating to VLCTY or Newco, or affecting any of their respective properties or assets, before any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on VLCTY or Newco (as applicable), and VLCTY is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of VLCTY, threatened against or relating to VLCTY or Newco before any Governmental Entity. Neither VLCTY nor Newco nor any of their respective assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of VLCTY to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on VLCTY.

• (t) Tax Matters. VLCTY and Newco are each taxable Canadian corporations for purposes of the Tax Act and all Taxes due and payable or required to be collected or withheld and remitted by each of VLCTY and Newco have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect on VLCTY or Newco. Except to the extent that failure to do so would not have a Material Adverse Effect, all Tax Returns, declarations, remittances and filings required to be filed by each of VLCTY and Newco have been filed with all appropriate Governmental Entity within the prescribed periods and all such Tax Returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. There are no proceedings, investigations or audits pending or, to the knowledge of VLCTY, threatened against or affecting VLCTY or Newco in respect of any Taxes. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to VLCTY or Newco.

• (u) Reporting Status. VLCTY is a reporting issuer in good standing in the provinces of British Columbia, Alberta, and Ontario. The VLCTY Shares are listed on the TSXV and VLCTY is in material compliance with the rules and regulations of the TSXV.

• (v) Reports.

• (i) To the knowledge of VLCTY, VLCTY has filed with the Securities Authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the VLCTY Public Documents.

• (ii) VLCTY has not filed any confidential material change or other report or other document with any Securities Authorities which at the date hereof remains confidential.

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• (iii) Each of the VLCTY Public Documents, at the time filed or, if amended, as of the date of such amendment:

  • (A) did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) and did not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

  • (B) complied in all material respects with the requirements of Applicable Securities Laws and the rules, policies and instruments of all Securities Authorities, except where such non-compliance has not had, or would not reasonably be expected to have, a Material Adverse Effect on VLCTY.

• (w) No Cease Trade. Other than the trading halt imposed on the VLCTY Shares in connection with the execution of the LOI as required under TSXV Policy 5.2, VLCTY is not subject to any cease trade order of any applicable Securities Authority and, to the knowledge of VLCTY, no investigation or other proceedings involving VLCTY that may operate to prevent or restrict the trading or sale of any securities of VLCTY are currently in progress or pending before any applicable Securities Authority.

• (x) Compliance with Laws. VLCTY has complied with and is not in violation of any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on VLCTY.

• (y) No Broker’s Commission. VLCTY has not entered into any Contract that would entitle any Person to any valid claim against it for a broker’s commission, finder’s fee or any like payment in respect of the Qualifying Transaction or any other matter contemplated by this Agreement.

• (z) Vote Required. The only votes of the holders of any class or series of securities of VLCTY necessary to approve the transactions contemplated hereby are the Consolidation Approval, the Name Change Approval and the New Equity Incentive Plan Approval.

• (aa) No Shareholdings in BuildDirect. Neither VLCTY nor Newco owns, legally or beneficially, directly or indirectly, any securities of BuildDirect and does not have any right, agreement or obligation to purchase any securities of BuildDirect or any securities or obligations of any kind convertible into or exchangeable for any securities of BuildDirect.

• (bb) Solvency of VLCTY. Except as indicated in the going concern note of the independent auditors as set out in the VLCTY Financial Statements, there are reasonable grounds for believing that VLCTY is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

• (cc) Right to Use Personal Information. To the knowledge of VLCTY, all personal information in the possession of VLCTY has been collected, used and disclosed substantially in compliance with all applicable privacy Laws in those jurisdictions in which VLCTY conducts, or VLCTY is deemed by operation of law in those jurisdictions to conduct, its business. VLCTY has disclosed to BuildDirect all material Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Qualifying Transaction, would restrict or interfere with the use of any personal information by BuildDirect in the operation of its business as conducted before the Effective Time. There are no Claims pending or, to the knowledge of VLCTY, threatened, with respect to VLCTY’s collection, use or disclosure of personal information; and

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• (dd) Agreements. VLCTY is not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse take-over, Qualifying Transaction (as defined in TSXV Policy 2.4), or similar transaction, other than in respect of a transaction with BuildDirect.

3.2 Representations and Warranties of BuildDirect

BuildDirect hereby represents and warrants to VLCTY, and hereby acknowledges that VLCTY and Newco are relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Qualifying Transaction, as follows:

• (a) Organization. BuildDirect has been duly incorporated and is validly existing and in good standing under the federal laws of Canada and has all requisite corporate power to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification.

• (b) Capitalization. BuildDirect is authorized to issue an unlimited number of BuildDirect Shares and an unlimited number of Class AA Preferred Shares issuable in series, of which 10,229,285 BuildDirect Shares. 65,000,000 Series 1 Class AA Preferred Shares and 44,642,845 Series 2 Class AA Preferred Shares are issued and outstanding as of the date hereof, prior to giving effect to the BuildDirect Financing and the Amalgamation. Except for pre-emptive rights, waivers for which have been received, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating BuildDirect to issue or sell any BuildDirect Shares, Class AA Preferred Share or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any BuildDirect Shares other than the BuildDirect Convertible Notes, the BuildDirect Options and the BuildDirect Existing Warrants, the details of which, as of the date of this Agreement, are set forth in Schedule D. All outstanding BuildDirect Shares and Class AA Preferred Shares of the Corporation have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding contractual obligations of BuildDirect to repurchase, redeem or otherwise acquire any outstanding BuildDirect Shares or Class AA Preferred Shares of the Corporation or with respect to the disposition of any outstanding BuildDirect Shares.

• (c) Indebtedness. Other than the BuildDirect Convertible Notes and the BuildDirect Senior Notes, there are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of BuildDirect and there are no agreements or obligations on BuildDirect to issue or sell any debt instruments.

• (d) Subsidiaries. BuildDirect’s only subsidiaries are the BuildDirect Subsidiaries, which are wholly owned subsidiaries of BuildDirect. BuildDirect does not hold any shares or securities of any other entity and is not affiliated with, nor is it a holding corporation of, any other body corporate other than the BuildDirect Subsidiaries. Each of the BuildDirect Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification. All of the issued and outstanding shares in the capital of the BuildDirect Subsidiaries have been authorized and are validly issued and outstanding as fully paid and non-assessable shares free and clear of any Encumbrances, other than Permitted Encumbrances, and are directly owned by BuildDirect. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating BuildDirect to issue or sell any securities of the BuildDirect Subsidiaries or any securities or obligations of any kind

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convertible into, or exercisable or exchangeable for, any securities of the BuildDirect Subsidiaries. There are no outstanding contractual obligations of the BuildDirect Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the BuildDirect Subsidiaries or with respect to the disposition of any outstanding securities of the BuildDirect Subsidiaries. Except for the BuildDirect Convertible Notes and the BuildDirect Senior Notes, there are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of the BuildDirect Subsidiaries and there are no agreements or obligations on the BuildDirect Subsidiaries to issue or sell any debt instruments.

• (e) Authority and Conflict. BuildDirect has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by BuildDirect as contemplated hereby, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by BuildDirect and the completion by BuildDirect of the transactions contemplated by this Agreement have been authorized by the BuildDirect Board, and subject to obtaining the BuildDirect Shareholder Approval, no other corporate proceedings on the part of BuildDirect are necessary to authorize this Agreement or the completion by BuildDirect of the transactions contemplated hereby except as have already been received, other than the filing of the Articles of Amalgamation with the Director and filings in connection with the BuildDirect Financing. This Agreement has been executed and delivered by BuildDirect and constitutes a legal, valid and binding obligation of BuildDirect, enforceable against BuildDirect in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by BuildDirect of this Agreement and the performance by BuildDirect of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

• (i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

  • (A) the constating documents of BuildDirect and the BuildDirect Subsidiaries;

  • (B) any applicable Law; or

  • (C) any Contract to which BuildDirect, or any of its subsidiaries is bound or is subject to or of which BuildDirect or any of its subsidiaries is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on BuildDirect or the BuildDirect Subsidiaries.

• (f) Consents and Approvals. Except as have been received, consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by BuildDirect in connection with the execution and delivery of this Agreement or the consummation by BuildDirect of the transactions contemplated hereby other than:

• (i) the BuildDirect Shareholder Approval;

• (ii) filings required under the CBCA and the issuance of the Certificate of Amalgamation;

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• (iii) such registrations and other actions required under Applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of Amalco; and

• (iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on BuildDirect.

• (g) Directors’ Approvals. The BuildDirect Board has unanimously:

• (i) determined that the Amalgamation is in the best interests of BuildDirect;

• (ii) determined to recommend that the BuildDirect Shareholders vote in favour of the BuildDirect Resolution; and

• (iii) authorized the entering into of this Agreement and the performance of BuildDirect’s obligations hereunder.

• (h) Material Contracts. BuildDirect and the BuildDirect Subsidiaries are not party to any material Contract, written or oral, other than the BuildDirect Material Contracts, true, correct and complete copies of which have been or, in respect of the Agency Agreement, the Subscription Receipt Agreement and the Warrant Indenture, will be provided to VLCTY. Each of the Material Contracts to which BuildDirect and the BuildDirect Subsidiaries is a party is in good standing, constitutes a valid and legally binding obligation of BuildDirect or the BuildDirect Subsidiaries, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect without amendment.

• (i) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of BuildDirect or the BuildDirect Subsidiaries, except as have been obtained.

• (j) Voting Agreements. Except for the BuildDirect Shareholders Agreement or other shareholder arrangements approval of which has been obtained, BuildDirect is not party to any agreement, nor, to the knowledge of BuildDirect, is there any shareholders agreement or other Contract which in any manner affects the voting control of any of the securities of BuildDirect.

• (k) No Defaults. Neither BuildDirect nor the BuildDirect Subsidiaries is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by BuildDirect or the BuildDirect Subsidiaries under, any Contract or other instrument that is material to the conduct of the business of BuildDirect or the BuildDirect Subsidiaries to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on BuildDirect or the BuildDirect Subsidiaries, respectively. Other than as previously disclosed to VLCTY, no party to any Contract of BuildDirect or the BuildDirect Subsidiaries has given written notice to BuildDirect or the BuildDirect Subsidiaries of, or made a Claim against BuildDirect or the BuildDirect Subsidiaries with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on BuildDirect.

• (l) Absence of Changes. Since December 31, 2019:

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• (i) each of BuildDirect and the BuildDirect Subsidiaries has conducted its business only in the ordinary and regular course of business consistent with past practice;

• (ii) neither BuildDirect nor the BuildDirect Subsidiaries has incurred or suffered a Material Adverse Change;

• (iii) other than in the ordinary and regular course of business consistent with past practice and as set forth in the BuildDirect Financial Statements, there has not been any incurrence, assumption or guarantee by BuildDirect or the BuildDirect Subsidiaries of any debt for borrowed money, any creation or assumption by BuildDirect or the BuildDirect Subsidiaries of any Encumbrance, any making by BuildDirect or the BuildDirect Subsidiaries of any loan, advance or capital contribution to, or investment in, any other Person, or any entering into, amendment of, relinquishment, termination or non-renewal by BuildDirect or the BuildDirect Subsidiaries of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on BuildDirect or the BuildDirect Subsidiaries;

• (iv) BuildDirect has not declared or paid any dividends or made any other distribution in respect of any of the BuildDirect Shares;

• (v) BuildDirect has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding BuildDirect Shares;

• (vi) other than as disclosed in this Agreement or will be disclosed in the Filing Statement, there has not been any material increase in or modification of the compensation payable by BuildDirect to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; and

• (vii) BuildDirect has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the BuildDirect Financial Statements.

(m) Employees and Benefits.

• (i) Each Employee Plan has been maintained in all material respects in accordance with its terms and with the requirements prescribed by any and all statues, orders, rules and regulations that are applicable to such Employee Plan.

• (ii) Each of BuildDirect and the BuildDirect Subsidiaries is in compliance in all material respects with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of BuildDirect, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of BuildDirect, threatened with any employee of BuildDirect or the BuildDirect Subsidiaries, and, to the knowledge of BuildDirect, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past three years; and (iii) no union has been accredited or otherwise designated to represent any employees of BuildDirect or any of the BuildDirect Subsidiaries and, to the knowledge of BuildDirect, no accreditation request or other representation

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question is pending with respect to the employees of BuildDirect or any of the BuildDirect Subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of BuildDirect or any of BuildDirect Subsidiaries’ facilities and none is currently being negotiated by BuildDirect or the BuildDirect Subsidiaries.

• (n) Leases. Neither BuildDirect nor any of the BuildDirect Subsidiaries has ever owned any real property and neither BuildDirect nor any BuildDirect Subsidiaries have any real property leases that are material to BuildDirect, except as have been disclosed to VLCTY.

• (o) Environmental. Except for those matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither BuildDirect nor any of the BuildDirect Subsidiaries is in violation of any Environmental Laws, (ii) BuildDirect and the BuildDirect Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against BuildDirect or any of the BuildDirect Subsidiaries, and, to the knowledge of BuildDirect, there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings

• (p) Title and Sufficiency of Assets. BuildDirect and the BuildDirect Subsidiaries have good and marketable title to all the properties and assets reflected as being owned by BuildDirect or the BuildDirect Subsidiaries on the balance sheets forming part of the BuildDirect Financial Statements. BuildDirect and the BuildDirect Subsidiaries have legal and beneficial ownership of such assets free and clear of all Encumbrances, except for Permitted Encumbrances. BuildDirect and the BuildDirect Subsidiaries have all rights, assets and property necessary for the conduct after the Effective Time of the businesses operated by BuildDirect and the BuildDirect Subsidiaries substantially in the same manner as it was conducted prior to such time.

• (q) Intellectual Property.

• (i) All Owned Intellectual Property is solely, legally and beneficially owned by BuildDirect and the BuildDirect Subsidiaries free and clear of all Encumbrances, except Permitted Encumbrances. BuildDirect and the BuildDirect Subsidiaries have the sole and exclusive right to use the Owned Intellectual Property and no license or other right to use the same has been granted by BuildDirect or the BuildDirect Subsidiaries to any other Person. No royalty payments, licence fees or other charges are payable in respect of the use of the Owned Intellectual Property.

• (ii) The use by BuildDirect and the BuildDirect Subsidiaries of the Owned Intellectual Property has not previously and does not presently infringe upon the patents, trademarks, service marks, trade names, brand names, industrial designs, logos or copyrights, whether or not registered and whether domestic or foreign, or the trade secrets, know-how or confidential or proprietary information, of any other Person.

• (iii) To the knowledge of BuildDirect, the use by BuildDirect and the BuildDirect Subsidiaries of the Licensed Intellectual Property does not presently infringe upon the patents, trademarks, service marks, trade names, brand names, industrial designs, logos or copyrights, whether or not registered and whether domestic or

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foreign, or the trade secrets, know-how or confidential or proprietary information, of any other Person.

• (iv) Subject to the terms of the applicable licences associated with any Licensed Intellectual Property, there are no restrictions on the ability of BuildDirect and the BuildDirect Subsidiaries to use and exploit any material Owned Intellectual Property and Licensed Intellectual Property.

• (v) Each of BuildDirect and the BuildDirect Subsidiaries has the full right and authority to use, and to continue to use after the Effective Date, its IP Rights in connection with the conduct of its business in the manner presently conducted, and such use or continuing use does not, to BuildDirect’s knowledge, infringe upon or violate any rights of any other Person.

• (vi) To the knowledge of BuildDirect, except as previously disclosed to VLCTY, no Person has claimed that any current or former employee, agent, consultant or third party contractors of BuildDirect that contributed to the development of its IP Rights has, as a result of such contribution, violated the terms and conditions of any Contract with such Person or disclosed or used any trade secret of such Person.

• (vii) BuildDirect is not a party to any action or proceeding, nor, to the knowledge of BuildDirect, has any action or proceeding been threatened that alleges that any current or proposed conduct of its business has or will infringe, violate or misappropriate or otherwise conflict with any Intellectual Property right of any Person.

• (viii) All applications for registration of any Registered IP are in good standing in all material respects, stand in the name of BuildDirect and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, BuildDirect confirms that all right, title and interest in and to the Intellectual Property disclosed in such application have been assigned in writing (without any right to revoke such assignment) to BuildDirect. BuildDirect has prosecuted, and is prosecuting, such applications diligently. To the knowledge of BuildDirect, there has been no public disclosure, sale or offer for sale of any Intellectual Property anywhere in the world that may prevent the valid issue of all available Intellectual Property rights in such Intellectual Property. All material information has been disclosed to the appropriate offices as required according to the local laws in the jurisdictions where the applications are pending.

• (ix) All registrations of Registered IP are in good standing in all material respects and are recorded in the name of BuildDirect in the appropriate offices to preserve the rights thereto, and all such registrations have been filed, prosecuted and obtained.

• (x) Except as previously disclosed to VLCTY, there have been no complaints relating to any improper use or disclosure of any information involving BuildDirect, nor any breach in the information security, cybersecurity or similar systems in respect of BuildDirect in the past three years.

• (xi) All Intellectual Property was created or developed only by individuals during the course of their employment with BuildDirect or by contractors or consultants in the course of their engagements with BuildDirect (hereinafter referred to in this Section as “ Developers ”);

• (xii) All Developers, at the time they created or developed the Intellectual Property, were either full-time employees of BuildDirect or were contractors who assigned

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all rights in the Intellectual Property, including any and all worldwide proprietary rights, to BuildDirect pursuant to written agreements, and to the knowledge of BuildDirect, the Developers did not incorporate any previously existing work product or other materials proprietary to the Developers or any third party in such creation or development.

• (xiii) All Developers have waived in writing their moral rights in and to the Intellectual Property to the extent the applicable jurisdiction in which such Developers were located protects moral rights.

• (xiv) BuildDirect’s and the BuildDirect Subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business BuildDirect’ and BuildDirect Subsidiaries’ as currently conducted, to the knowledge of BuildDirect free and clear of all material bugs, errors, defects, Trojan horses, worms, time bombs, malware and other corruptions. BuildDirect and BuildDirect Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their businesses, and there have been, to the knowledge of BuildDirect, no material breaches, violations, outages or unauthorized uses or disclosures of or accesses to same other than as previously disclosed to VLCTY. BuildDirect and BuildDirect Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Entity, internal and external policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, disclosure, misappropriation or modification and BuildDirect has implemented backup and disaster recovery technology consistent with industry standards and practice.

• (r) Financial Matters. The BuildDirect Financial Statements were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of BuildDirect at the respective dates indicated and the results of operations of BuildDirect for the periods covered. Except as disclosed in the BuildDirect Financial Statements, as of the date hereof, BuildDirect does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or production program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the BuildDirect Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since December 31, 2019, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on BuildDirect.

• (s) Accounts Receivable. To the knowledge of BuildDirect, all accounts receivable of BuildDirect and the BuildDirect Subsidiaries are: (i) actual and bona fide receivables resulting from the ordinary and usual conduct of the business of the BuildDirect and the BuildDirect Subsidiaries, (ii) subject to customary trade terms; and (iii) collectible without set-off or counterclaim.

• (t) Books and Records. The corporate records and minute books of BuildDirect and the BuildDirect Subsidiaries have been maintained in accordance with all applicable Laws and

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are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on BuildDirect.

• (u) Litigation. There is no Claim pending or in progress or, to the knowledge of BuildDirect, threatened against or relating to BuildDirect or the BuildDirect Subsidiaries, or affecting any of their respective properties or assets, before any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on BuildDirect or the BuildDirect Subsidiaries (as applicable), and BuildDirect is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of BuildDirect, threatened against or relating to BuildDirect or the BuildDirect Subsidiaries before any Governmental Entity. Neither BuildDirect nor the BuildDirect Subsidiaries nor any of their respective assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of BuildDirect to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on BuildDirect.

• (v) Tax Matters. BuildDirect is a taxable Canadian corporation for the purposes of the Tax Act. All Taxes due and payable or required to be collected or withheld and remitted by each of BuildDirect and the BuildDirect Subsidiaries have been paid, collected or withheld and remitted within the prescribed period to the appropriate Governmental Entity as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect on BuildDirect or the BuildDirect Subsidiaries. Except to the extent that failure to do so would not have a Material Adverse Effect on BuildDirect and the BuildDirect Subsidiaries, all Tax Returns, declarations, remittances and filings required to be filed by each of BuildDirect and the BuildDirect Subsidiaries have been filed within the prescribed period with all appropriate Governmental Entities and all such Tax Returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. Except as previously disclosed to VLCTY, there are no proceedings, investigations or audits pending or, to the knowledge of BuildDirect, threatened against or affecting BuildDirect or the BuildDirect Subsidiaries in respect of any Taxes and no event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any such proceeding, investigation or audit. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to BuildDirect or BuildDirect Subsidiaries. BuildDirect and the BuildDirect Subsidiaries have not claimed or received any governmental assistance, payment, loan or subsidy in connection with any program related to the COVID-19 pandemic except in full compliance with the provisions thereof and neither BuildDirect nor any BuildDirect Subsidiary is subject to any penalty, sanction, fine, reassessment or reimbursement obligation in connection therewith nor are there any facts or circumstances that could give rise to any such penalty, sanction, fine, reassessment or reimbursement obligation; and there are no Liens for taxes upon the assets of BuildDirect or any BuildDirect Subsidiary;

• (w) Auditors. BuildDirect’s auditors are independent public accountants. Neither BuildDirect nor any BuildDirect Subsidiary has claimed or received any governmental assistance, payment, loan or subsidy in connection with any program related to the COVID-19 pandemic except in full compliance with the provisions thereof and neither BuildDirect nor any BuildDirect Subsidiaries is subject to any penalty, sanction, fine, reassessment or reimbursement obligation in connection therewith nor are there any facts or circumstances that could give rise to any such penalty, sanction, fine, reassessment or reimbursement

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obligation; and there are no Liens for taxes upon the assets of BuildDirect or BuildDirect Subsidiary.

• (x) Compliance with Laws. Each of BuildDirect and the BuildDirect Subsidiaries has complied with, and is not in violation of, any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on BuildDirect.

• (y) Private Issuer. BuildDirect is not a reporting issuer in any jurisdiction in Canada and there is no published market in respect of the BuildDirect Shares.

• (z) No Broker’s Commission. Other than in connection with the BuildDirect Financing, BuildDirect has not entered into any Contract that would entitle any Person to any valid claim against it for a broker’s commission, finder’s fee or any like payment in respect of the Qualifying Transaction or any other matter contemplated by this Agreement.

• (aa) Vote Required. Except as have already been obtained, the only votes of the holders of any class or series of securities of BuildDirect necessary to approve the transactions contemplated hereby is the BuildDirect Shareholder Approval.

• (bb) U.S. Securities Law Matters. BuildDirect has taken reasonable steps to ensure that each Person who becomes a BuildDirect Shareholder upon conversion of the BuildDirect Subscription Receipts that is a U.S. Person (as defined in Regulation S) or a person in the United States is, and will be at the Effective Time, an “accredited investor” as defined in Regulation D.

• (cc) No Shareholdings in VLCTY. Neither BuildDirect nor the BuildDirect Subsidiaries owns, legally or beneficially, directly or indirectly, any securities of VLCTY and does not have any right, agreement or obligation to purchase any securities of VLCTY or any securities or obligations of any kind convertible into or exchangeable for any securities of VLCTY, except as otherwise set out in this Agreement;

• (dd) Solvency of BuildDirect. There are reasonable grounds for believing that BuildDirect or the BuildDirect Subsidiaries are able to pay their liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.

• (ee) Right to Use Personal Information. To the knowledge of BuildDirect, all personal information in the possession of BuildDirect and the BuildDirect Subsidiaries has been collected, used and disclosed substantially in compliance with all applicable privacy Laws in those jurisdictions in which BuildDirect and the BuildDirect Subsidiaries conducts, or BuildDirect and the BuildDirect Subsidiaries is deemed by operation of law in those jurisdictions to conduct, its business. BuildDirect has disclosed to VLCTY all material Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Qualifying Transaction, would restrict or interfere with the use of any personal information by VLCTY in the operation of its business as conducted before the Effective Time. There are no Claims pending or, to the knowledge of BuildDirect, threatened, with respect to BuildDirect or the BuildDirect Subsidiaries collection, use or disclosure of personal information.

• (ff) Agreements. BuildDirect and the BuildDirect Subsidiaries are not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse takeover, Qualifying Transaction (as such term is defined in the TSXV Policy 2.4), or similar transaction, other than in respect of a transaction with VLCTY; and

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• (gg) Creditors of BuildDirect. BuildDirect has reasonable grounds for believing that no creditor of BuildDirect or the BuildDirect Subsidiaries will be prejudiced by the Amalgamation.

• (hh) Money Laundering. The operations of BuildDirect and the BuildDirect Subsidiaries are and have been conducted at all times in compliance with the anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which they are subject (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving BuildDirect or any BuildDirect Subsidiary with respect to Anti-Money Laundering Laws is pending or, to the knowledge of BuildDirect, threatened.

• (ii) Corrupt Practices. Neither BuildDirect nor any of BuildDirect Subsidiary nor, to the knowledge of BuildDirect, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of BuildDirect nor any of BuildDirect Subsidiary is aware of or has taken any action, directly or indirectly, that could result in a sanction for violation by such persons of the United States Foreign Corrupt Practices Act of 1977 , the United Kingdom Bribery Act of 2010 or the Corruption of Foreign Public Officials Act (Canada), each as may be amended, any similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and BuildDirect has instituted and maintains policies and procedures designed to ensure compliance therewith.

• (jj) Sanctions. Neither BuildDirect nor, to the knowledge of BuildDirect, any director, officer, agent, employee or affiliate of BuildDirect or any BuildDirect Subsidiary (i) is, or is controlled by or is acting on behalf of, an individual or entity that is currently the subject of any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a “specially designated national” or “blocked person”), Canada (including sanctions administered or enforced by Global Affairs Canada and the Royal Canadian Mounted Police or other relevant sanctions authority), the European Union, Her Majesty’s Treasury, the United Nations Security Council or other relevant sanctions authority (collectively, “ Sanctions ” and such persons, “ Sanctioned Persons ” and each such person, a “ Sanctioned Person ”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, including, without limitation, Crimea, Cuba, Sudan, Syria, Iran and North Korea (collectively, the “Sanctioned Countries” and each, a “ Sanctioned Country ”).

3.3 Survival of Representations and Warranties

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 4 COVENANTS

4.1 Covenants of VLCTY

VLCTY hereby covenants and agrees with BuildDirect as follows:

• (a) VLCTY Meeting. VLCTY shall, in accordance with the applicable provisions of the Applicable Securities Laws, and its charter documents, duly call, give notice of, convene and hold the VLCTY Meeting.

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• (b) Copy of Documents. VLCTY shall furnish promptly to BuildDirect a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.

• (c) Certain Actions. VLCTY shall:

• (i) take actions (subject to a commercially reasonable efforts qualification) to complete the Qualifying Transaction, including but not limited to preparing the Filing Statement and furnishing reports, schedules or other information required for the Filing Statement, including the VLCTY Financial Statements;

• (ii) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby;

• (iii) subject to applicable Laws, promptly notify BuildDirect of any material change in the business, operations, financial condition or other affairs of VLCTY prior to Closing; and

• (iv) not incur expenses other than reasonable expenses incurred in connection with facilitating completion of the Qualifying Transaction or ongoing compliance costs in connection with its status as a reporting issuer, including legal fees of up to a maximum of $90,000 plus taxes and applicable disbursements, unless otherwise consented to by BuildDirect, such consent not to be unreasonably withheld, conditioned or delayed.

• (d) Satisfaction of Conditions. VLCTY shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things required under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

• (i) obtain the Consolidation Approval, the Name Change Approval and the New Equity Incentive Plan Approval in accordance with the policies of the TSXV;

• (ii) obtain all other consents, approvals and authorizations as are required to be obtained by VLCTY under any applicable Laws or from any Governmental Entity or Securities Authority required in connection with the transactions contemplated by this Agreement;

• (iii) effect all necessary registrations, filings and submissions of information with Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

• (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; and

• (v) co-operate with BuildDirect in connection with the performance by BuildDirect of its obligations hereunder, provided however that the foregoing shall not be

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construed to obligate VLCTY to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

• (e) Co-operation. VLCTY shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

• (f) Representations. VLCTY shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of VLCTY contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date (except that representations and warranties that are made as of a specified date shall in all material respects be true and correct as of such specified date).

• (g) Closing Documents. VLCTY shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, resolutions and other closing documents as may be required by BuildDirect, all in a form satisfactory to BuildDirect, acting reasonably.

• (h) Newco. In its capacity as the sole shareholder of Newco, VLCTY shall:

• (i) take all such action as is necessary or desirable to cause Newco to satisfy its obligations hereunder, including without limitation, passing a special resolution approving the Amalgamation, on or prior to the Effective Date, or such other date as may be agreed to by VLCTY and BuildDirect, acting reasonably; and

• (ii) prior to the Effective Date, not cause or permit Newco to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issuance of a nominal number of Newco Shares to VLCTY, or carry on any business, enter into any transaction or effect any corporate act whatsoever, other than as contemplated herein or as reasonably necessary to carry out the Amalgamation, unless previously consented to in writing by BuildDirect.

• (i) Shares. VLCTY will issue, at the Effective Time, post-Consolidation VLCTY Shares, in accordance with the terms hereof, to those BuildDirect Shareholders who are entitled to receive VLCTY Shares pursuant to the Qualifying Transaction.

• (j) Listing of Shares. Until the earlier of: (i) the Effective Time; and (ii) the termination of this Agreement in accordance with Section 6.2, VLCTY shall use its commercially reasonable efforts to:

• (i) ensure that the VLCTY Shares are continuously listed and posted for trading on the TSXV; and

• (ii) obtain conditional approval of the TSXV for listing the VLCTY Shares to be issued to BuildDirect Shareholders pursuant to and in accordance with the terms of this Agreement.

• (k) VLCTY Directors and Officers. As of the Effective Date, the VLCTY Board shall procure the duly executed resignations and mutual releases of the directors and officers identified below, in a form and substance satisfactory to BuildDirect, acting reasonably, and the appointments of individuals identified by BuildDirect including the individuals indicated below:

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Name	Position
Dan Park	CEO and Director
Ethan Rudin	CFO
Milan Roy	Director
Julie Todaro	Director
Timothy Howley	Director
To be confirmed by BuildDirect	Director

• (l) Name. VLCTY shall change its name in accordance with the VLCTY Change of Name as of the Effective Date.

• (m) Escrow Agreement Execution. Prior to Closing, VLCTY shall use commercially reasonable efforts to obtain signatures from such persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of VLCTY that are held by them.

4.2 Covenants of BuildDirect

BuildDirect hereby covenants and agrees with VLCTY as follows:

• (a) BuildDirect Shareholder Approval. As promptly as practicable after the date hereof, BuildDirect shall take all steps necessary to obtain the BuildDirect Shareholder Approval and, prior to the Closing Date, give effect to the BuildDirect Consolidation.

• (b) Personal Information Form. As promptly as practicable after the date hereof, BuildDirect shall deliver to the TSXV and VLCTY a duly completed and notarized Form 2A – Personal Information Form , or if acceptable to the TSXV, a Form 2C1 – Declaration Form , for each proposed new director, senior officer or Insider (as defined in TSXV Policy 1.1) of VLCTY pending completion of the Qualifying Transaction and for such other persons as may be required by the TSXV.

• (c) Escrow Agreement Execution. Prior to Closing, BuildDirect shall take all steps necessary to obtain signatures from such persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of VLCTY that are issued to them pursuant to the Amalgamation.

• (d) Copy of Documents. BuildDirect shall furnish promptly to VLCTY a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.

• (e) Certain Actions. BuildDirect shall:

• (i) take actions (subject to a commercially reasonable efforts qualification) to complete the Qualifying Transaction, including but not limited to preparing the Filing Statement and furnishing reports, schedules or other information required for the Filing Statement, including the BuildDirect Financial Statements;

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• (ii) complete the BuildDirect Financing, and obtain all other necessary approvals and filings for the Amalgamation;

• (iii) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) that would reasonably be expected to materially impede the completion of the transactions contemplated hereby; and

• (iv) promptly notify BuildDirect of any material information, change or event in the business, operations, financial condition or other affairs of BuildDirect prior to Closing.

• (f) Satisfaction of Conditions. BuildDirect shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

• (i) obtain the BuildDirect Shareholder Approval in accordance with the CBCA and the requirements of any applicable regulatory authority;

• (ii) obtain all other consents, approvals and authorizations as are required to be obtained by BuildDirect under any applicable Laws or from any Governmental Entity or Security Authority or otherwise, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on BuildDirect;

• (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

• (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby, or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby;

• (v) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by BuildDirect; and

• (vi) co-operate with VLCTY in connection with the performance by VLCTY of its obligations hereunder, provided however that the foregoing shall not be construed to obligate BuildDirect to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

• (g) Co-operation. BuildDirect shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

• (h) Representations. BuildDirect shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of BuildDirect contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date

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(except that representations and warranties that are made as of a specified date shall in all material respects be true and correct as of such specified date).

• (i) Closing Documents. BuildDirect shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, resolutions and other closing documents as may be required by VLCTY, all in a form satisfactory to VLCTY, acting reasonably.

• (j) BuildDirect Subsidiaries. In its capacity as the sole shareholder of the BuildDirect Subsidiaries, BuildDirect shall prior to the Effective Date, not cause or permit the BuildDirect Subsidiaries to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities.

4.3 Mutual Covenants of BuildDirect and VLCTY

Subject to the prior written consent of the other Party, each of BuildDirect and the VLCTY Parties hereby agrees, and BuildDirect agrees to cause the BuildDirect Subsidiaries, from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.2:

• (a) not to issue any securities, options, debt or financial instruments of any kind, as applicable, other than:

• (i) in connection with the exercise or conversion of existing convertible securities in accordance with their terms; and

• (ii) in respect of BuildDirect:

  • (A) any securities issued pursuant to the BuildDirect Financing;

  • (B) any BuildDirect Options granted under the BuildDirect Stock Option Plan provided that, after the date hereof, the exercise price of such options is greater than the purchase price of the BuildDirect Subscription Receipts; and

  • (C) any shares issued on the exercise of BuildDirect Options;

• (b) not to initiate, propose, assist or participate in any activities or solicitations in opposition to or in competition with the Amalgamation and, without limiting the generality of the foregoing, each Party and any person acting on its behalf shall not, directly or indirectly, alone or in concert with others, enter into or pursue any discussions with, provide information to, conduct negotiations with or solicit, encourage, accept or approve any bids from, any person (other than the Parties to this Agreement) relating to the direct or indirect sale or transfer of any interest in the shares, assets, or business of each party, induce or attempt to induce any other person to initiate any shareholder proposal, acquisition of any of the assets, or any other form of transaction inconsistent with completion of the Amalgamation, accept or approve an investment in it except as contemplated in this Agreement and, without limiting the generality of the foregoing, take actions of any kind which may reduce the likelihood of success of the Amalgamation, and each Party agrees to promptly advise the other Party of the receipt of any unsolicited proposals or offers;

• (c) not to take any action that would prevent the Amalgamation from being consummated on the terms contemplated by this Agreement; and

• (d) to cooperate fully with each other and to use their reasonable efforts to complete the Amalgamation.

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4.4 Filing Statement

• (a) The Parties shall use all commercially reasonable efforts to prepare and complete, in consultation with each other, the Filing Statement together with any other documents required by applicable Laws in connection with the Amalgamation. The Parties shall use their commercially reasonable efforts to cause the Filing Statement and such other documents, as applicable, to be filed under the profile of VLCTY on SEDAR as soon as practicable, and, in any event, no later than June 15, 2021, unless otherwise agreed to by the Parties; provided that each Party delivers to the other Parties all requisite information of such Party, financial or otherwise, and any other requisite materials for inclusion in the Filing Statement no later than June 15, 2021, unless otherwise agreed to by the Parties.

• (b) The Parties shall ensure that the Filing Statement complies in material respects with applicable Laws and does not contain any misrepresentation. BuildDirect and VLCTY shall each provide all necessary information concerning them that is required by applicable Laws to be included with respect to each of them in the Filing Statement, and shall use their best efforts to ensure that such information does not contain any misrepresentation. Each Party shall promptly notify the other Parties if it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Parties shall, as required by applicable Laws, promptly file on SEDAR and, if required by applicable Laws, file the same with any other Governmental Entity.

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions in Favour of BuildDirect and VLCTY

The respective obligations of VLCTY and BuildDirect to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

• (a) the TSXV shall have conditionally approved the Qualifying Transaction (the “ TSXV Conditional Approval ”), including the listing on the TSXV of the VLCTY Shares to be issued pursuant to the Qualifying Transaction and upon the exercise of the BuildDirect Options, under the TSXV rules and policies and such other matters as may require TSXV approval in order to give effect to the transactions contemplated hereby;

• (b) the BuildDirect Financing shall have been completed prior to or concurrently with the Closing; and

• (c) the distribution of the VLCTY Shares pursuant to the Qualifying Transaction shall be exempt from prospectus and registration requirements under Applicable Securities Laws of Canada and, except with respect to persons deemed to be “control persons” of VLCTY under such Applicable Securities Laws, such VLCTY Shares shall not be subject to any resale restrictions in Canada under such Applicable Securities Laws.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of BuildDirect and VLCTY in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties.

5.2 VLCTY Conditions

The obligation of VLCTY to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

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• (a) the BuildDirect Shareholder Approval shall have been obtained in accordance with the provisions of the CBCA and the requirements of any applicable regulatory authority;

• (b) BuildDirect shall have delivered the final BuildDirect Financial Statements to VLCTY as soon as reasonably practicable after the date hereof and, in any event, prior to the filing of the Filing Statement;

• (c) the representations and warranties made by BuildDirect in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;

• (d) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of BuildDirect or the BuildDirect Subsidiaries;

• (e) the issuance of VLCTY Shares to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) or persons in the United States pursuant to the Qualifying Transaction shall be exempt from registration requirements under the 1933 Act pursuant to the exemption provided by Rule 506(b) of Regulation D and the issuance of VLCTY Shares outside the United States shall not be required to be registered under the 1933 Act pursuant to Rule 903 of Regulation S thereunder;

• (f) the directors and officers of BuildDirect and such other persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of VLCTY that are issued to them pursuant to the Amalgamation shall have entered into the requisite escrow agreement;

• (g) dissent rights shall not have been exercised with respect to the Amalgamation by Dissenting Shareholders holding 5% or more of the outstanding BuildDirect Shares;

• (h) BuildDirect shall have complied in all material respects with its covenants herein;

• (i) BuildDirect shall have given effect to the BuildDirect Consolidation; and

• (j) the BuildDirect Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by BuildDirect and VLCTY to permit the consummation of the Amalgamation and the transactions to be completed by BuildDirect pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of VLCTY and may be waived, in whole or in part, by VLCTY in writing at any time. No such waiver shall be of any effect unless it is in writing signed by VLCTY.

5.3 BuildDirect Conditions

The obligation of BuildDirect to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

• (a) Newco shall not have engaged in any business enterprise or operations or had any assets or liabilities;

• (b) the Consolidation Approval, the Name Change Approval and the New Equity Incentive Plan Approval shall have been obtained in accordance with the requirements of the TSXV and the requirements of any applicable regulatory authority;

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• (c) VLCTY shall have given effect to the Consolidation Approval;

• (d) the VLCTY Board shall have procured duly executed resignations and mutual releases, effective at the Effective Time, from each director and executive officer of VLCTY who will no longer be serving in such capacity or capacities following completion of the Qualifying Transaction;

• (e) the directors and officers of VLCTY and such other persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of VLCTY held by them shall have entered into the requisite escrow agreement;

• (f) the representations and warranties made by VLCTY in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;

• (g) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of VLCTY;

• (h) on the Closing Date, VLCTY shall have current and other assets, net of liabilities, of not less than $200,000;

• (i) VLCTY shall have complied in all material respects with its covenants herein; and

• (j) the VLCTY Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by VLCTY to permit the consummation of the Qualifying Transaction and the transactions to be completed by VLCTY pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of BuildDirect and may be waived, in whole or in part, by BuildDirect in writing at any time. No such waiver shall be of any effect unless it is in writing signed by BuildDirect.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time, before or after the receipt of the BuildDirect Shareholder Approval, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the BuildDirect Shareholders provided, however, that no such amendment shall change materially the provisions hereof regarding the consideration to be received by the holders of BuildDirect Shares without approval by such holders of BuildDirect Shares given in the same manner as required for the approval of the Amalgamation.

6.2 Termination

This Agreement may be terminated at any time prior to the Effective Time:

• (a) by mutual written agreement by VLCTY, BuildDirect and Newco;

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• (b) by VLCTY, if any condition in Section 5.2 is not satisfied or waived in accordance with such section, provided that any material breach of a representation or warranty made by BuildDirect cannot be cured by the Completion Deadline;

• (c) by BuildDirect, if any condition in Section 5.3 is not satisfied or waived in accordance with such section, provided that any material breach of a representation or warranty made by VLCTY cannot be cured by the Completion Deadline;

• (d) by VLCTY or by BuildDirect, if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 5.1 by the Completion Deadline;

• (e) by BuildDirect if there is a material breach of the covenants of VLCTY contained herein on or before the Effective Date, which breach cannot be cured by the Completion Deadline;

• (f) by VLCTY if there is a material breach of the covenants of BuildDirect contained herein on or before the Effective Date, which breach cannot be cured by the Completion Deadline; and

• (g) by BuildDirect or by VLCTY if the Qualifying Transaction shall not have been completed by the Completion Deadline,

provided that any termination by a Party in accordance with the sections above shall be made by such Party delivering written notice thereof to the other Parties prior to the earlier of the Effective Date and the Completion Deadline and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

ARTICLE 7

7.1 Closing Matters

The completion of the transactions contemplated by this Agreement shall take place at the Vancouver offices of Fasken Martineau DuMoulin LLP at 12:00 p.m. (Vancouver time) on the Closing Date, or such other date, time and place as the Parties may agree.

ARTICLE 8 GENERAL

8.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party or Parties to which the notice is to be given at the following address or sent by electronic means to the following numbers or to such other address or email address as shall be specified by such other Party or Parties by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by electronic means be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

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The address for service of each of the Parties shall be as follows:

(a) if to VLCTY or Newco:

VLCTY Capital Inc. Suite 206, 3500 Carrington Road Westbank, British Columbia, V4T 3C1

Attention: Andr ew lbaz E Email: redacted

with a copy (which shall not constitute notice) to:

Minden Gross LLP 145 King Street West Suite 2200 Toronto, ON M5H 4G2

Attention: Andr ew lbaz E E mail: redacted

(b) if to BuildDirect:

BuildDirect.com Technologies Inc. 1900-401 W. Georgia Street Vancouver, British Columbia, V6B 5A1

Attention: Dan Park Email: redacted

with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, British Columbia V6C 0A3

Attention: Stev Se aville Email: redacted

8.2 Expenses

The Parties agree that each Party shall pay for its costs incurred in connection with this Agreement and the transactions contemplated hereby, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses, whether or not the Qualifying Transaction is completed. Notwithstanding the foregoing but subject to Section 5.3(h), any expenses or fees incurred by VLCTY in connection with the BuildDirect Financing (other than the provision of standard legal opinions in respect of VLCTY) and all filing fees payable to the TSXV in connection with the Qualifying Transaction shall be borne by BuildDirect provided that such expenses are approved by BuildDirect in advance and, in that case, BuildDirect shall reimburse VLCTY for such expenses and fees upon request. The provisions of this Section 8.2 shall survive the termination of this Agreement.

8.3 Time of the Essence

Time shall be of the essence in this Agreement.

8.4 Entire Agreement

This Agreement together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior

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agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof, including the LOI. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

8.5 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Amalgamation.

8.6 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

8.7 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission to any other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

8.8 Waiver

No waiver or release by any Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 6.1.

8.9 No Personal Liability

No director, officer or employee of VLCTY shall have any personal liability to BuildDirect under this Agreement. No director, officer or employee of BuildDirect shall have any personal liability to VLCTY under this Agreement.

8.10 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by any Party without the prior written consent of the other Parties.

[EXECUTION PAGE FOLLOWS]

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

VLCTY CAPITAL INC.

"Andrew Elbaz" Per:

Andrew Elbaz CEO

BUILDDIRECT.COM TECHNOLOGIES INC.

Per: "Dan Park"

�������� ���

9923896 CANADA INC.

Per: "Andrew Elbaz" Andrew Elbaz CEO

Signature Page to Amalgamation Agreement

SCHEDULE A Articles of Amalgamation

See attached.

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Canada Business Corporations Act (CBCA) FORM 9

ARTICLES OF AMALGAMATION

(Section 185)

1 - Corporate name of the amalgamated corporation

2 – The province or territory in Canada where the registered office is situated (do not indicate the full address)

3 – The classes and any maximum number of shares that the corporation is authorized to issue

4 – Restrictions, if any, on share transfers

N/A

5 – Minimum and Maximum number of directors (for a fixed number of directors, indicate the same number in both boxes)

Minimum number

Maximum number

6 – Restrictions, if any, on the business the corporation may carry on

N/A

7 – Other provisions, if any

N/A

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9 – Declaration

I hereby certify that I am a director or an authorized officer of the following corporation:

Name of the amalgamating corporations	Corporation number	Signature
BuildDirect.com Technologies Inc.
9923896 Canada Inc.

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

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ISED-ISDE 3190E (2016/11) Page 1 of 2

SCHEDULE B By-Laws of Amalco

See attached.

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CANADA BUSINESS CORPORATIONS ACT

BY-LAWS

OF

BUILDDIRECT.COM TECHNOLOGIES INC.

Fasken Martineau DuMoulin LLP Barristers & Solicitors Canada

RXM\977968.DOC\3420

By-law No. 1

PART 1 INTERPRETATION

1.01 Definitions

In this by-law, unless the context otherwise requires:

“Act” means the Canada Business Corporations Act RSC 1985, c. C-44 and the regulations enacted pursuant to it and any statute and regulations that may be substituted for them, in each case, as amended from time to time;

“articles” means the articles, as that term is defined in the Act, of the Corporation, as amended or restated from time to time;

“auditor” means the auditor of the Corporation;

“board” means the board of directors of the Corporation;

“by-law” means a by-law of the Corporation;

“Corporation” means the corporation amalgamated on January 1, 2019 under the name “BuildDirect.com Technologies Inc.”;

“director” means a director of the Corporation;

“electronic document” means, except in the case of a statutory declaration or affidavit required under the Act, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means;

“officer” has the meaning set forth in the Act but reference to any specific officer is to the individual holding that office of the Corporation;

“proxyholder” means a person holding a valid proxy for a shareholder;

“shareholder” means a shareholder of the Corporation; and

“voting person” means, in respect of a meeting of shareholders, a shareholder entitled to vote at that meeting, a duly authorized representative of a shareholder entitled to vote at the meeting or a proxyholder entitled to vote at that meeting.

Terms defined in the Act and used herein, unless otherwise defined herein or the context otherwise requires, shall have the same meaning herein as in the Act.

1.02 Number, Gender and Headings

In this by-law, unless the context otherwise requires, words in the singular include the plural and vice-versa and words in one gender include all genders. The insertion of headings in this by-law and its division into Parts, Sections and other subdivisions are for convenience of reference only, and shall not affect the interpretation of this by-law.

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1.03 By-law Subordinate to Other Documents

This by-law is subordinate to, and should be read in conjunction with, the Act, the articles and any unanimous shareholder agreement of the Corporation.

1.04 Computation of Time

The computation of time and any period of days shall be determined in accordance with the Act and the provisions of the Interpretation Act (Canada) and any statute that may be substituted for it, as amended from time to time.

PART 2 DIRECTORS

2.01 Notice of Meeting

Any director may call a meeting of the board by giving notice stating the time and place of the meeting to each of the directors. Except as otherwise required by the Act, such notice need not specify the purpose of or the business to be transacted at the meeting. Notices of board meetings shall be given in accordance with Section 7.01 no less than 48 hours before the time of the meeting, except that notices sent by mail shall be sent no less than 5 days before the day of the meeting.

The board may appoint, by resolution, dates, times and places for regular meetings of the board. A copy of any such resolution shall be given to each director forthwith after being passed, but no other notice is required for any such meeting except where the Act requires the purpose of or the business to be transacted at a meeting to be specified.

2.02 Meetings Without Notice

A meeting of the board may be held without notice immediately following the first or any annual meeting of shareholders.

2.03 Place of Meeting

A meeting of the board may be held at any place within or outside Canada.

2.04 Quorum for Board Meetings

At any meeting of the board, a quorum for the transaction of business shall be a majority of the number of directors in office from time to time.

The board shall not transact business at a meeting of directors unless the minimum number of resident Canadian directors required by the Act is present.

2.05 Participation by Communications Facility

A director may, in accordance with the Act and if all directors consent, participate in a meeting of the board or of a committee of the board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting shall be deemed to be present at that meeting.

2.06 Chair of Board Meetings

The chair of the board shall preside as chair of all meetings of the board. If there is no chair of the board or if the chair is not present or is unwilling to act as chair of a board meeting, then the president of the Corporation, if present, and a director and willing to act, shall preside as chair of the meeting. In any other case, the directors present at the meeting shall choose a director to preside as chair of the meeting.

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2.07 Votes at Board Meetings

Each director present at a meeting of the board shall have 1 vote on each motion arising. Motions arising at meetings of the board shall be decided by a majority of the votes cast. The chair of the meeting shall not have a second or casting vote.

2.08 Committees

Subject to the provisions of the Act and unless otherwise determined by the board, each committee of the board shall have power to fix its quorum at not less than the majority of its members, to elect its chair and to regulate its procedures.

2.09 Officers

Each officer shall hold office at the pleasure of the board. Any officer may, however, resign at any time by giving notice to the Corporation.

PART 3 MEETINGS OF SHAREHOLDERS

3.01 Notice of Shareholders’ Meetings

The board may call a meeting of shareholders by causing notice of the time, place and, when required by the Act, purposes of the meeting to be given to each shareholder entitled to vote at the meeting, each director and the auditor. Subject to any applicable securities law or policy, such notice shall be given no less than 21 days and no more than 60 days before the meeting if the Corporation is a distributing corporation (as defined in the Act) or no less than 10 days and no more than 60 days before the meeting if the Corporation is not a distributing corporation.

3.02 Quorum at Meetings of Shareholders

A quorum at meetings of shareholders consists of one or more voting persons present and authorized to cast in the aggregate not less than one-twentieth of the total votes attaching to all shares carrying the right to vote at that meeting.

3.03 Chair of Shareholder Meetings

The chair of the board shall preside as chair of all meetings of shareholders. If there is no chair of the board or the chair of the board is not present or is unwilling to act as chair of a shareholder meeting, then the president of the Corporation shall preside as chair of the meeting if present and willing to act. In any other case, the directors present shall choose one of their number to be the chair of the meeting.

3.04 Voting

Unless the chair of a meeting of shareholders directs a ballot or a voting person demands one, each motion shall be voted upon by a show of hands. Each voting person has 1 vote in a vote by show of hands. A ballot may be directed or demanded either before or after a vote by show of hands. If a ballot is taken, a prior vote by show of hands has no effect. A ballot so directed or demanded shall be taken in such manner as the chair of the meeting shall direct. If a ballot is taken, each voting person shall be entitled with respect to each share which he is entitled to vote at the meeting upon the motion, to one vote or such other number of votes as may be provided by the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said motion. Subject to compliance with the Act, any vote at a meeting of shareholders may be taken in whole or in part by means of a telephonic, electronic or other communication facility that the Corporation has made available for that purpose. Unless a ballot is directed or demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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3.05 Scrutineers

The chair of a meeting of shareholders may appoint for that meeting 1 or more scrutineers, who need not be voting persons.

3.06 Who May Attend Shareholders’ Meeting

The only persons entitled to attend a meeting of shareholders are voting persons, the directors, the auditor and the president, if any, as well as others permitted by the chair of the meeting.

3.07 Participation By Communication Facility

Any person entitled to attend a meeting of shareholders may participate in the meeting in accordance with the Act by means of a telephonic, electronic or other communication facility made available by the Corporation that permits all participants to communicate adequately with each other during the meeting and a person participating in a meeting by such means is deemed to be present at the meeting. A meeting of the shareholders called by either the directors or the shareholders may be held entirely by means of such a telephonic, electronic or other communications facility that permits all participants to communicate adequately which each other during the meeting if the directors or shareholders calling the meeting so determine.

3.08 Adjournments

The chair of the meeting may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

PART 4 SECURITY CERTIFICATES, PAYMENTS

4.01 Certificates

Security certificates shall be in such form as the board may approve or the Corporation adopt. The president or the board may order the cancellation of any security certificate that has become defaced and the issuance of a replacement certificate for it when the defaced certificate is delivered to the Corporation or to a transfer agent or branch transfer agent of the Corporation.

4.02 Cheques

Any amount payable in cash to shareholders (including dividends payable in cash) may be paid by cheque drawn on any of the Corporation’s bankers to the order of each registered holder of shares of the class or series in respect of which such amount is to be paid. Cheques may be sent by ordinary mail, postage prepaid, to each such registered holder at that holder’s address as shown in the records of the Corporation, unless that holder otherwise directs in writing. The mailing of a cheque as aforesaid shall satisfy and discharge all liability for the applicable dividend or other payment to the extent of the sum represented by such cheque plus the amount of any tax which the Corporation is required to and does withhold, unless such cheque is not paid on due presentation.

4.03 Cheques to Joint Shareholders

Cheques payable to joint shareholders shall be made payable to the order of all such joint shareholders unless such joint shareholders direct otherwise. Such cheques may be sent to the joint shareholders at the address appearing on the records of the Corporation in respect of that joint holding, to the first address so appearing if there is more than one, or to such other address as those joint shareholders direct in writing.

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4.04 Non-Receipt of Cheques

The Corporation shall issue a replacement cheque in the same amount to any person who does not receive a cheque sent as provided in this by-law, if that person has satisfied the conditions regarding indemnity, evidence of nonreceipt and title set by the board from time to time, either generally or for that particular case.

4.05 Currency of Dividends

Dividends or other distributions payable in cash may be paid to some shareholders in Canadian currency and to other shareholders in equivalent amounts of a currency or currencies other than Canadian currency. The board may declare dividends or other distributions in any currency or in alternative currencies and make such provisions as it deems advisable for the payment of such dividends or other distributions.

4.06 Lien for Indebtedness

If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provisions of the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the transfer of all or any part of such shares may be refused.

4.07 Interest Fractions

No dividend or other distribution shall bear interest against the Corporation. Where the dividend or other distribution to which a shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded and such payment shall be deemed payment in full.

4.08 Fractional Security or Property

If any dividend or other distribution results in any shareholder being entitled to a fractional part of a security or property, the Corporation may pay such shareholder in place of that fractional part the cash equivalent thereof as determined by the board or may carry out the distribution and adjust the rights of the shareholders on any basis the board considers appropriate.

PART 5 SIGNATORIES, INFORMATION

5.01 Signatories

Except for documents executed in the usual and ordinary course of the Corporation’s business, which may be signed by any officer or employee of the Corporation acting within the scope of his or her authority, the following are the only persons authorized to sign any document on behalf of the Corporation:

• (a) any individual appointed by resolution of the board to sign the specific document, that type of document or documents generally on behalf of the Corporation; or

• (b) any director or any officer appointed to office by the board.

Any document so signed may, but need not, have the corporate seal of the Corporation applied, if there is one.

5.02 Facsimile Signatures

The signature of any individual authorized to sign on behalf of the Corporation may, if specifically authorized by resolution of the board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced. Anything so signed shall be as valid as if it had been signed manually, even if that individual has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the board.

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5.03 Restriction on Information Disclosed

Except as required by the Act or authorized by the board, no shareholder is entitled by virtue of being a shareholder to disclosure of any information, document or records respecting the Corporation or its business.

PART 6 PROTECTION AND INDEMNITY

6.01 Transactions with the Corporation

No director or officer shall be disqualified by reason of being a director or officer of the Corporation from, or be required to vacate his position as a director or officer by reason of, holding any other office, employment or other position with or having any pecuniary interest with respect to the Corporation or any other body corporate or contracting with or being otherwise in any way directly or indirectly interested in or concerned with any contract, transaction or arrangement made or proposed to be made with the Corporation or being a director or officer or acting in a similar capacity of, or having any interest in, another party to such contract, transaction or arrangement. No such contract, transaction or arrangement shall be void or voidable for any such reason and no director or officer shall be liable to account to the Corporation or others for any profit arising from any such office, employment or other position or pecuniary interest or realized in respect of any such contract, transaction or arrangement, except in all cases as otherwise provided in the Act.

6.02 Limitation of Liability

Subject to any applicable statutory provisions, no director or officer and no other individual who acts at the Corporation’s request as a director or officer, or in a similar capacity, of another entity, shall be liable for:

(a)	the acts, receipts, neglects or defaults of any other person;
(b)	joining in any receipt or other act for conformity;

• (c) any loss, damage or expense to the Corporation or other entity arising from the insufficiency or deficiency of title to any property acquired by or on behalf of the Corporation or other entity;

• (d) the insufficiency or deficiency of any security in or upon which any monies of the Corporation or other entity are invested;

• (e) any loss, damage or expense arising from the bankruptcy, insolvency, act or omission of any person with whom any monies, securities or other property of the Corporation or other entity are lodged or deposited;

• (f) any loss, damage or expense occasioned by any error of judgment or oversight; or

• (g) any other loss, damage or expense related to the performance or non-performance of the duties of that individual’s office.

6.03 Contracts on Behalf of the Corporation

Subject to the Act, any contract entered into, or action taken or omitted, by or on behalf of the Corporation shall, if duly approved by a resolution of the shareholders, be deemed for all purposes to have had the prior authorization of the shareholders.

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6.04 Indemnity of Directors and Officers

Subject to the limitations contained in the Act, but without limiting the right of the Corporation to indemnify any individual under the Act or otherwise to the full extent permitted by law, the Corporation:

• (a) shall indemnify each director or officer or former director or officer and each other individual who acts or has acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity (and each such individual’s respective heirs and personal representatives), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided:

• (i) the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request; and

• (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful; and

• (b) shall advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 6.04(a) in accordance with the Act.

Notwithstanding the foregoing, any such indemnity or advance of monies in respect of an action referred to in Section 6.04(a) by or on behalf of the Corporation or other entity in respect of which an individual has acted as director or officer or in a similar capacity at the request of the Corporation to procure judgment in its favour shall be subject to approval of a court.

6.05 Indemnities Not Limiting

The provisions of this Article 6 shall be in addition to and not in substitution for or limitation of any rights, immunities and protections to which a person is otherwise entitled.

PART 7 NOTICES

7.01 Procedure for Giving Notices

Any notice (which term includes any communication or document) to be given pursuant to the Act, the articles, the by-laws or otherwise to a shareholder or other securityholder of the Corporation, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person’s address as shown in the records of the Corporation or mailed to the person at such address by ordinary mail, postage prepaid, or, if the person consents, provided by electronic document in accordance with the Act. Notice shall not be sent by mail if there is any general interruption of postal services in the municipality in which or to which it is mailed. Any notice so delivered shall be deemed to have been received when it is delivered personally or at the address as aforesaid. Any such notice mailed or provided by electronic document as aforesaid shall be deemed to have been received at the time specified in the Act.

7.02 Notices to Successors in Title

Notice to a shareholder or other securityholder as aforesaid is sufficient notice to each successor in title to that shareholder or other securityholder until the name and address of that successor have been entered on the records of the Corporation.

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7.03 Notice to Joint Securityholders

Notice to one joint securityholder is sufficient notice to all of them. Such notice shall be addressed to all such joint securityholders and sent to the address for them shown in the records of the Corporation, or to the first such address if there is more than one.

7.04 Facsimile Signatures on Notices

The signature on any notice or other communication or document to be sent by the Corporation may be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced.

7.05 Omission of Notice Does Not Invalidate Actions

All actions taken at a meeting in respect of which a notice has been given shall be valid even if:

• (a) by accident, notice was not given to any person;

• (b) notice was not received by any person; or

• (c) there was an error in a notice that did not affect the substance of the notice.

7.06 Waiver of Notice

Any person entitled to notice under the Act, the articles or the by-laws may waive that notice. Waiver, either before or after the event referred to in the notice, shall cure any defect in giving that notice to such person.

PART 8 REPEAL OF FORMER BY-LAWS

8.01 Former By-laws May be Repealed

The board may repeal one or more by-laws by passing a by-law that contains provisions to that effect.

MADE by the Board on the ● day of ●, 2021

President

Secretary

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Page

TABLE OF CONTENTS

PART	1		INTERPRETATION ......................................................................................................... 1
		1.01	Definitions .......................................................................................................................... 1
		1.02	Number, Gender and Headings ............................................................................................ 1
		1.03	By-law Subordinate to Other Documents ............................................................................. 2
		1.04	Computation of Time .......................................................................................................... 2
PART	2		DIRECTORS ..................................................................................................................... 2
		2.01	Notice of Meeting ............................................................................................................... 2
		2.02	Meetings Without Notice ..................................................................................................... 2
		2.03	Place of Meeting ................................................................................................................. 2
		2.04	Quorum for Board Meetings ................................................................................................ 2
		2.05	Participation by Communications Facility ............................................................................ 2
		2.06	Chair of Board Meetings ..................................................................................................... 2
		2.07	Votes at Board Meetings ..................................................................................................... 3
		2.08	Committees ......................................................................................................................... 3
		2.09	Officers ............................................................................................................................... 3
PART	3		MEETINGS OF SHAREHOLDERS ................................................................................ 3
		3.01	Notice of Shareholders’ Meetings ........................................................................................ 3
		3.02	Quorum at Meetings of Shareholders ................................................................................... 3
		3.03	Chair of Shareholder Meetings ............................................................................................ 3
		3.04	Voting ................................................................................................................................. 3
		3.05	Scrutineers .......................................................................................................................... 4
		3.06	Who May Attend Shareholders’ Meeting ............................................................................. 4
		3.07	Participation By Communication Facility ............................................................................. 4
		3.08	Adjournments...................................................................................................................... 4
PART	4		SECURITY CERTIFICATES, PAYMENTS ................................................................... 4
		4.01	Certificates .......................................................................................................................... 4
		4.02	Cheques .............................................................................................................................. 4
		4.03	Cheques to Joint Shareholders ............................................................................................. 4
		4.04	Non-Receipt of Cheques ...................................................................................................... 5
		4.05	Currency of Dividends ........................................................................................................ 5
		4.06	Lien for Indebtedness .......................................................................................................... 5
		4.07	Interest Fractions ................................................................................................................. 5
		4.08	Fractional Security or Property ............................................................................................ 5
PART	5		SIGNATORIES, INFORMATION ................................................................................... 5
		5.01	Signatories .......................................................................................................................... 5
		5.02	Facsimile Signatures............................................................................................................ 6
		5.03	Restriction on Information Disclosed ................................................................................... 6
PART	6		PROTECTION AND INDEMNITY ................................................................................. 6
		6.01	Transactions with the Corporation ....................................................................................... 6
		6.02	Limitation of Liability ......................................................................................................... 6
		6.03	Contracts on Behalf of the Corporation ................................................................................ 7
		6.04	Indemnity of Directors and Officers ..................................................................................... 7
		6.05	Indemnities Not Limiting .................................................................................................... 7
PART	7		NOTICES .......................................................................................................................... 7
		7.01	Procedure for Giving Notices .............................................................................................. 7

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TABLE OF CONTENTS (continued)

			TABLE OF CONTENTS (continued)
			Page
		7.02	Notices to Successors in Title .............................................................................................. 8
		7.03	Notice to Joint Securityholders ............................................................................................ 8
		7.04	Facsimile Signatures on Notices .......................................................................................... 8
		7.05	Omission of Notice Does Not Invalidate Actions ................................................................. 8
		7.06	Waiver of Notice ................................................................................................................. 8
PART	8		REPEAL OF FORMER BY-LAWS ................................................................................. 8
		8.01	Former By-laws May be Repealed ....................................................................................... 8

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SCHEDULE C VLCTY Options and Warrants

	Number of		Exercise Price
Holders	Options/Warrants	Grant Date	($)	Expiry Date
Leede Jones Gable	300,000	October 28,	0.10	October 28, 2022
Inc.		2020
Michael Silver	100,000	October 28,	0.10	October 28, 2030
		2020
Andrew Elbaz	100,000	October 28,	0.10	October 28, 2030
		2020
John Farlinger	100,000	October 28,	0.10	October 28, 2030
		2020
Alexander	100,000	October 28,	0.10	October 28, 2030
Katznelson		2020
Michael Isenberg	100,000	October 28,	0.10	October 28, 2030
		2020
Elyssia Patterson	100,000	October 28,	0.10	October 28, 2030
		2020

257606.00143/95218867.7

SCHEDULE D

BuildDirect Stock Options, Warrants and Convertible Notes

REDACTED

SCHEDULE E Form of BuildDirect Resolution

“RESOLVED AS A SPECIAL RESOLUTION THAT :

1. The amalgamation (the " Amalgamation ") under the Canada Business Corporations Act of the BuildDirect.com Technologies Inc. (the “ Company ”) and 9923896 Canada Inc. (“ Newco ”), a wholly owned subsidiary of VLCTY Capital Inc. (“ VLCTY ”), to effect, among other things, a reverse takeover transaction with VLCTY as provided for in and subject to the terms and conditions set forth in the amalgamation agreement dated April 30, 2021 among the Company, Newco and VLCTY (the “ Amalgamation Agreement ”), all as more particularly described in the filing statement of VLCTY, be and is hereby authorized and approved.

2. The Amalgamation Agreement, including all schedules thereto, the actions of the directors of the Company in approving the Amalgamation and the Amalgamation Agreement and the actions of the directors and officers of the Company in executing and delivering the Amalgamation Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

3. Notwithstanding that this resolution has been passed (and the Amalgamation authorized, approved and agreed) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further approval of the shareholders of the Company (i) to amend, supplement or vary the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement; and (ii) subject to the terms and conditions of the Amalgamation Agreement, not to proceed with the Amalgamation at any time prior to the Effective Time (as defined in the Amalgamation Agreement).

4. Any one director or officer of the Company is hereby, authorized, empowered and directed, for and on behalf of the Company, to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as in such person’s determination may be necessary or desirable to give effect to the Amalgamation in accordance with the Amalgamation Agreement (including the execution and delivery of the Articles of Amalgamation), such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of such acts or things.”

257606.00143/95218867.7