Cloud DX Inc. — Regulatory Filings 2021

Apr 21, 2021

FORM 51-102F3 Material Change Report

1. Name and Address of Corporation:

Cloud DX Inc. (formerly Roosevelt Capital Group Inc.) (the " Corporation ") 72 Victoria Street South Kitchener, Ontario N2G 4Y9

2. Date of Material Change(s):

April 12, 2021

3. News Release:

A news release relating to the material changes described herein was released on April 12, 2021 through the facilities of Newsfile Corp.

4. Summary of Material Change(s):

The Corporation closed its qualifying transaction (the " Transaction ") involving a plan of arrangement pursuant to which 12632926 Canada Ltd. (" Cloud Canada ") was amalgamated with a wholly-owned subsidiary of the Corporation. As a result of the Transaction, Cloud DX, Inc., a Delaware entity, became a wholly-owned subsidiary of Cloud Canada, and Cloud Canada became a wholly-owned subsidiary of the Corporation.

5. Full Description of Material Change:

5.1 Full Description of Material Change

Qualifying Transaction

The Corporation closed the Transaction, pursuant to which Cloud Canada was amalgamated with a wholly-owned subsidiary of the Corporation. As a result of the Transaction, Cloud DX, Inc., a Delaware entity, became a wholly-owned subsidiary of Cloud Canada, and Cloud Canada became a wholly-owned subsidiary of the Corporation.

Name Change, Consolidation and Continuance

Prior to closing the Transaction, the Corporation consolidated its issued and outstanding common shares on a 4.8123 to 1 basis (each post-consolidation common share, a " Common Share ") and changed its name from "Roosevelt Capital Group Inc." to "Cloud DX Inc.". Subsequently, the Corporation continued out of Alberta under the Business Corporations Act (Alberta) into the federal jurisdiction of Canada under the Canada Business Corporations Act and adopted new articles and bylaws.

Board and Management Changes

In connection with the Transaction, the Corporation's incumbent board of directors has been reconstituted and is now comprised of the following individuals: Robert Kaul, Sandeep Kohli, Michele Middlemore, Brad Miller, Constantine Zachos and William Charnetski. Additionally, the board has appointed Robert Kaul as President and Chief Executive Officer, Stephanie Bird as Chief Financial Officer and Corporate Secretary, Anthony Kaul as Chief Operating Officer, and Sandeep Kohli as Chief Medical Officer.

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Capital Structure

An aggregate of 68,353,981 Common Shares were issued in connection with the Qualifying Transaction, including 1,094,490 Common Shares as advisory and finder shares, and 12,190,000 Common Shares to former holders of subscription receipts of Cloud Canada. Upon completion of the Qualifying Transaction, there are 72,094,396 Common Shares issued and outstanding.

Exchange Approval and Listing

The Common Shares were approved for listing and resumed trading on the TSX Venture Exchange (the " Exchange ") under the symbol "CDX" on April 15, 2021 and the Corporation is classified as a Tier 2 issuer pursuant to Exchange policies.

5.2 Disclosure for Restructuring Transactions

For additional information concerning the Transaction and the foregoing matters, including the entities involved in the Transaction, please refer to the Corporation’s filing statement dated March 31, 2021, available on the Corporation’s SEDAR profile at www.sedar.com.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations :

Not applicable.

7. Omitted Information:

Not applicable.

8. Executive Officer Knowledgeable of Material Change:

Robert Kaul Chief Executive Officer Telephone: (888) 534-0944 Email: ceo@clouddx.com

9. Date of Report:

April 21, 2021.

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