EasTower Wireless Inc. — Merger & Acquisition 2021

May 10, 2021

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

OV2 INVESTMENT 1 INC.,

EASTOWER ACQUISITION CORPORATION

AND

EASTOWER GROUP, INC.

Dated as of April 28, 2021

TABLE OF CONTENTS

ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER; CANADIAN OFFER........................ 1	ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER; CANADIAN OFFER........................ 1
1.1	Pre-Merger Actions.......................................................................................................................... 1
1.2	Merger.............................................................................................................................................. 2
1.3	Time and Place of Closing............................................................................................................... 3
1.4	Effective Time ................................................................................................................................. 3
1.5	Charter and Bylaws.......................................................................................................................... 3
1.6	Directors and Officers of the Surviving Corporation....................................................................... 3
1.7	Conversion of Shares....................................................................................................................... 3
1.8	Anti-Dilution Provisions.................................................................................................................. 4
1.9	Convertible Securities...................................................................................................................... 4
1.10	US Legend ....................................................................................................................................... 5
1.11	Rights of Former Company Shareholders........................................................................................ 6
1.12	U.S. Tax Consequences ................................................................................................................... 6
1.13	Escrow ............................................................................................................................................. 6
1.14	Share Exchange with Canadian Resident Shareholders................................................................... 6
1.15	Canadian Tax Election..................................................................................................................... 6
1.16	Structure........................................................................................................................................... 7
1.17	Post-Closing Capitalization ............................................................................................................. 7
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ............................. 7
2.1	Authority Relative to this Agreement.............................................................................................. 7
2.2	Organization and Qualification; Subsidiaries .................................................................................. 7
2.3	No Material Change......................................................................................................................... 8
2.4	No Violations................................................................................................................................... 8
2.5	Consents........................................................................................................................................... 9
2.6	Capitalization................................................................................................................................... 9
2.7	Ownership of Subsidiaries............................................................................................................. 10
2.8	Company Financial Statements...................................................................................................... 10
2.9	Books and Records ........................................................................................................................ 10
2.10	Minute Books................................................................................................................................. 10
2.11	No Undisclosed Liabilities............................................................................................................. 10
2.12	Taxes.............................................................................................................................................. 11
2.13	Litigation........................................................................................................................................ 12
2.14	Material Contracts.......................................................................................................................... 12
2.15	Permits ........................................................................................................................................... 13
2.16	Expropriation ................................................................................................................................. 13
2.17	Rights of Other Persons ................................................................................................................. 13
2.18	Environmental Matters................................................................................................................... 13
2.19	Intellectual Property....................................................................................................................... 14
2.20	Compliance with Laws .................................................................................................................. 14
2.21	Employment Matters...................................................................................................................... 15
2.22	Related Party Transactions ............................................................................................................ 16
2.23	Registration Rights......................................................................................................................... 16
2.24	Brokers........................................................................................................................................... 16
2.25	Insurance........................................................................................................................................ 16
2.26	No Cease Trade.............................................................................................................................. 16
2.27	Securities Laws.............................................................................................................................. 16
2.28	Certain Business Practices............................................................................................................. 16
2.29	Employee Benefits Plans ............................................................................................................... 17

2.30	Anti-Bribery Laws ......................................................................................................................... 17
2.31	Anti-Takeover Provisions.............................................................................................................. 17
2.32	Survival of Representations and Warranties.................................................................................. 17
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF OV2 AND EAC .............................. 18
3.1	Authority Relative to this Agreement............................................................................................ 18
3.2	Organization and Qualification; Subsidiaries ................................................................................ 18
3.3	No Material Change....................................................................................................................... 18
3.4	No Violations................................................................................................................................. 19
3.5	Consents......................................................................................................................................... 20
3.6	Capitalization; Merger Consideration............................................................................................ 20
3.7	Ownership of Subsidiaries............................................................................................................. 20
3.8	Reporting Status; Securities Laws Matters and Financial Statements........................................... 21
3.9	Books and Records ........................................................................................................................ 22
3.10	Minute Books................................................................................................................................. 22
3.11	No Undisclosed Liabilities............................................................................................................. 22
3.12	Taxes.............................................................................................................................................. 22
3.13	Litigation........................................................................................................................................ 24
3.14	Contracts........................................................................................................................................ 24
3.15	Permits ........................................................................................................................................... 24
3.16	Expropriation ................................................................................................................................. 25
3.17	Rights of Other Persons ................................................................................................................. 25
3.18	Compliance with Laws .................................................................................................................. 25
3.19	Employment Matters...................................................................................................................... 25
3.20	Related Party Transactions ............................................................................................................ 25
3.21	Registration Rights......................................................................................................................... 25
3.22	Brokers........................................................................................................................................... 25
3.23	United States Securities Laws........................................................................................................ 25
3.24	Certain Business Practices............................................................................................................. 25
3.25	Ownership and Operations of EAC ............................................................................................... 26
3.26	Ownership of Company Common Stock ....................................................................................... 26
3.27	Anti-Bribery Laws ......................................................................................................................... 26
3.28	Anti-Takeover Provisions.............................................................................................................. 26
3.29	Survival of Representations and Warranties.................................................................................. 26
ARTICLE 4 CONDUCT OF BUSINESS PENDING CONSUMMATION ........................................ 27
4.1	Affirmative Covenants of the Company........................................................................................ 27
4.2	Negative Covenants of the Company............................................................................................. 27
4.3	Affirmative Covenants of OV2...................................................................................................... 29
4.4	Negative Covenants of OV2.......................................................................................................... 30
4.5	Notification of Certain Matters...................................................................................................... 31
4.6	No Control of Other Party’s Business; Other Actions................................................................... 32
4.7	Required Company Vote................................................................................................................ 32
4.8	OV2 Shareholder Approval ........................................................................................................... 33
4.9	No Solicitation............................................................................................................................... 33
4.10	Access to Information.................................................................................................................... 34
4.11	Consents; Reasonable Best Efforts................................................................................................ 34
4.12	Filing with State Office.................................................................................................................. 35
4.13	Press Releases................................................................................................................................ 35
4.14	OV2 Loan ...................................................................................................................................... 36
4.15	TSX-V Matters .............................................................................................................................. 36
4.16	Filing Statement............................................................................................................................. 36

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4.17	OV2 Board of Directors................................................................................................................. 38
4.18	Securities Law Matters .................................................................................................................. 38
ARTICLE 5 CONDITIONS PRECEDENT........................................................................................... 39
5.1	Mutual Conditions Precedent......................................................................................................... 39
5.2	Conditions to Obligations of OV2 and EAC ................................................................................. 40
5.3	Conditions to Obligations of the Company.................................................................................... 41
ARTICLE 6 TERMINATION................................................................................................................. 43
6.1	Termination.................................................................................................................................... 43
6.2	Effect of Termination..................................................................................................................... 44
6.3	Expenses ........................................................................................................................................ 45
ARTICLE 7 MISCELLANEOUS ........................................................................................................... 45
7.1	Definitions ..................................................................................................................................... 45
7.2	Disclosure Schedules ..................................................................................................................... 54
7.3	Governing Law; Jurisdiction.......................................................................................................... 55
7.4	Waiver Of Jury Trial...................................................................................................................... 55
7.5	Severability; Construction ............................................................................................................. 55
7.6	Specific Performance..................................................................................................................... 55
7.7	Entire Agreement........................................................................................................................... 56
7.8	Amendments .................................................................................................................................. 56
7.9	Extension; Waivers........................................................................................................................ 56
7.10	Assignment .................................................................................................................................... 56
7.11	Notices ........................................................................................................................................... 56
7.12	Counterparts................................................................................................................................... 57
7.13	Captions; Articles and Sections ..................................................................................................... 57
7.14	Interpretations................................................................................................................................ 57

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Exhibits:

Exhibit A Articles of Merger Exhibit B Bylaws of the Surviving Corporation Exhibit C Pro Forma Capitalization Table

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of April 28, 2021, by and among OV2 INVESTMENT 1 INC., a corporation organized under the federal laws of Canada (“ OV2 ”), EASTOWER ACQUISITION CORPORATION, a Florida corporation (“ EAC ”), and EASTOWER GROUP INC., a Florida corporation (the “ Company ”). Certain capitalized terms used in this Agreement are defined in Section 7.1.

Recitals

WHEREAS , the board of directors of the Company (the “ Company Board ”) has determined that a merger of the Company and EAC, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of the Company and its stockholders, and declared it advisable to enter into this Agreement with OV2 and EAC and consummate the transactions described herein;

WHEREAS , the board of directors of OV2 (the “ OV2 Board ”) and the board of directors of EAC have determined that a merger of the Company and EAC, on the terms and subject to the conditions set forth herein, is in the best interests of OV2 and EAC, respectively, and declared it advisable to enter into this Agreement and consummate the transactions described herein;

WHEREAS , the Company Board has approved and adopted this Agreement and the transactions contemplated hereby, including the Merger;

WHEREAS , the OV2 Board, has approved and adopted this Agreement and the transactions contemplated hereby, including the Merger;

WHEREAS , it is the intention of the Parties to this Agreement that the Merger for U.S. federal income tax purposes shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code ”), and this Agreement is intended to be, and is hereby adopted as, a plan of reorganization within the meaning of Section 368(a) of the Code; and

WHEREAS , at the Effective Time (as defined herein), EAC shall merge with and into the Company, with the Company surviving such merger, and the outstanding shares of Company Common Stock shall be converted into the right to receive OV2 Post-Consolidation Shares (except as provided herein) and, upon the terms and subject to the conditions of this Agreement, the Company shall continue to conduct its business and operations as a wholly owned subsidiary of OV2.

NOW, THEREFORE , in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties hereby agree as follows:

ARTICLE 1

TRANSACTIONS AND TERMS OF MERGER; CANADIAN OFFER

• 1.1 Pre-Merger Actions.

• (a) Subject to the terms and conditions of this Agreement, the Company will complete the Concurrent Company Financing.

• (b) Before the Effective Time, subject to the terms and conditions of this Agreement and the receipt of all necessary TSX-V and OV2 Shareholder approvals, OV2 will give effect to

and implement the OV2 Pre-Closing Reorganization in a manner and on terms that are satisfactory to the Company, acting reasonably, and will complete the Concurrent OV2 Financing.

• (c) Immediately prior to the Effective Time, subject to the terms and conditions of this Agreement and the receipt of all necessary TSX-V and OV2 Shareholder approvals:

  • (i) the subscription receipts issued pursuant to the Concurrent OV2 Financing will automatically be exchanged for units of OV2 pursuant to the terms and conditions of the subscription receipts;

  • (ii) the OV2 Broker Warrants will be issued in connection with the Concurrent OV2 Financing;

  • (iii) all of the Company Convertible Debentures outstanding shall convert into Company Common Stock in accordance with their terms, such that there are no outstanding Company Convertible Debentures;

  • (iv) all Company Preferred Stock outstanding shall convert into or be exchanged for 600,000 shares of Company Common Stock, such that there is no outstanding Company Preferred Stock;

  • (v) 1,200,000 shares of Company Common Stock shall be issued in satisfaction of the Finder's Fee; and

  • (vi) 1,300,000 shares of Company Common Stock shall be issued in satisfaction of the Consulting Fee.

• (d) In the event the Merger does not occur after conversion of all Company Preferred Stock into Company Common Stock, such conversion shall be unwound and the Company Common Stock shall be converted back into Company Preferred Stock.

• 1.2 Merger. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined herein), EAC shall be merged with and into the Company in accordance with the provisions of the general corporation law of the State of Florida contained in the Florida Business Corporations Act , as amended, (the “ FBCA ”) and with the effects provided in the FBCA (the “ Merger ”). At the Effective Time, the separate existence of EAC shall cease and the Company shall continue as the Surviving Corporation (as defined herein) in the Merger and shall be a wholly owned Subsidiary of OV2 and shall continue to be governed by the Laws of the State of Florida. From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the Company and EAC, all real property and personal property, tangible and intangible, of every kind and description, belonging to each of the Company and EAC shall be vested in the Surviving Corporation without further act or deed, and the title to any real estate, or any interest therein, vested in each of the Company and EAC shall not revert or be in any way impaired by reason of such Merger, the Surviving Corporation shall be liable for all the obligations and liabilities of each of the Company and EAC and any claim existing or action or proceeding pending by or against each of the Company and EAC may be enforced as if such Merger had not taken place, and neither the rights of creditors nor any liens upon, or security interests in, the property of each the Company and EAC shall be impaired by such merger or consolidation.

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• 1.3 Time and Place of Closing. The closing of the transactions contemplated hereby (the “ Closing ”) will take place at 9:00 a.m., Eastern Time, or such other time as the Parties, acting through their authorized officers, may mutually agree, on a date to be specified by the parties hereto, but no later than the third Business Day following the satisfaction or waiver of the conditions (excluding the conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions at Closing) set forth in Article 5, unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the Parties. The Closing shall be electronic (pursuant to the electronic or other remote exchange of documents and closing deliverables required by this Agreement), unless a place is agreed to in writing by the Parties. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

• 1.4 Effective Time. Concurrently with the Closing, the Company, OV2 and EAC shall cause a articles of merger relating to the Merger substantially in the form attached hereto as Exhibit A (the “ Articles of Merger ”) to be duly executed and filed with the office of the Florida Secretary of State as provided under the FBCA. The Merger shall become effective on the date and time at which the Articles of Merger has been properly filed with the Florida Secretary of State or at such later date and time as is agreed between the Parties and specified in the Articles of Merger, but in no event more than ninety (90) days after the date of filing the Articles of Merger with the Florida Secretary of State, and such date and time is hereinafter referred to as the “ Effective Date ” and “ Effective Time .” The Merger shall have the effects set forth in this Agreement and the FBCA.

• 1.5 Charter and Bylaws. At the Effective Time, the bylaws of the Company attached hereto as Exhibit B, shall be the bylaws of the Surviving Corporation.

• 1.6 Directors and Officers of the Surviving Corporation. The directors and officers of the Surviving Corporation shall be Vlado P. Hreljanovic (Director and President), Margaret Perialas (Director and Senior Vice-President) and Paul Perialas (CFO/COO) as of the Effective Time and shall serve in such capacity until the earlier of their resignation or removal or until their successors are duly elected and qualified in accordance with the applicable provisions of the Articles of Incorporation and bylaws of the Surviving Corporation and the FBCA.

• 1.7 Conversion of Shares. Subject to the terms and conditions of this Agreement, including, but not limited to, the provisions of this Article 1, at the Effective Time, by virtue of the Merger and without any action on the part of OV2, the Company, EAC or any holder of Company Common Stock:

• (a) Conversion of EAC Common Stock. Each share of EAC Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation (the “ Converted Shares ”). Except as set forth in Section 1.7(d), the Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing shares of EAC Common Stock shall be deemed for all purposes to represent the Converted Shares until the board of directors of the Surviving Corporation issues new certificates in respect of such shares.

• (b) Shares Held by the Company or OV2. Each of the shares of Company Common Stock held by the Company or ECI (including shares of Company Common Stock or held in treasury by the Company) shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefore.

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• (c) Conversion of Company Common Stock. Each share of Company Common Stock (excluding shares cancelled pursuant to Section 1.7(b) and shares held by Canadian Resident Shareholders which are dealt with pursuant to Section 1.14) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive OV2 Post-Consolidated Shares based upon the Exchange Ratio (subject to Section 1.8 and together with any OV2 Post-Consolidation Shares issued pursuant to Section 1.14, the “ Merger Consideration ”). From and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “ Company Certificate ”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor, without interest thereon.

• (d) Issuance of Shares by the Surviving Corporation. As consideration for OV2 issuing the Merger Consideration pursuant to this Section 1.7, the Surviving Corporation shall issue to OV2 a number of fully paid and nonassessable shares of common stock, par value $0.0001 per share, of the Surviving Corporation equal to the number of OV2 PostConsolidation Shares issued as Merger Consideration. The fair market value of the Merger Consideration will be equal to the number of such shares of common stock of the Surviving Corporation issued to OV2 pursuant to this Section 1.7(d).

• (e) Fractional Shares. In no event shall any holder of Company Common Stock be entitled to a fractional OV2 Post-Consolidation Share. Notwithstanding any other provision of this Agreement, where the aggregate number of OV2 Post-Consolidation Shares to be issued to a holder of shares of Company Common Stock pursuant to the Merger would result in a fraction of a OV2 Post-Consolidation Share (after taking into account all Company Certificates delivered by such holder), the number of OV2 Post-Consolidation Shares to be received by such holder of Company Common Stock shall be rounded down to the nearest whole OV2 Post-Consolidation Share.

• 1.8 Anti-Dilution Provisions. If, between the date of this Agreement and the Effective Time, the outstanding OV2 Common Shares or shares of Company Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination, contribution or exchange of shares, excluding the OV2 Consolidation, the Merger Consideration and any adjustments or payments which are based on the number of OV2 Common Shares or shares of Company Common Stock, shall be correspondingly adjusted to provide the holders of Company Common Stock and Company Warrants, the same economic effect as contemplated by this Agreement prior to such event.

• 1.9 Convertible Securities. Each warrant to purchase one share of Company Common Stock granted by the Company (the “ Company Warrants ”) that is outstanding immediately prior to the Effective Time, whether exercisable or not exercisable at such time, shall be exchanged for and replaced with a warrant to purchase OV2 Post-Consolidation Shares (the “ Resulting Issuer Warrants ”), and OV2 shall assume each Company Warrant, in accordance with the terms of the Company Warrant, except that from and after the Effective Time, (i) each Resulting Issuer Warrant may be exercised for OV2 Post-Consolidation Shares (or cash, if so provided under the terms of such warrant), (ii) the number of OV2 Post-Consolidation Shares subject to such Resulting Issuer Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iii) the per share exercise price under each such Company Warrant shall

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be adjusted by dividing the per share exercise price under each such Company Warrant by the Exchange Ratio and rounding up to the nearest cent. Each of Company and OV2 shall adopt any and all resolutions and take any and all necessary steps to effectuate the foregoing provisions of this Section 1.9.

• 1.10 US Legend. Each holder of Company Common Stock who is resident in the United States or otherwise a “U.S. Person”, as defined in Regulation S under the U.S. Securities Act, is in the United States, or consents to the Merger from within the United States, will, as a condition of receiving OV2 Post-Consolidation Shares, as applicable, upon completion of the Merger, be required to deliver a certificate in a form satisfactory to the Parties as to their status, together with any supporting information as reasonably requested by the Parties in order to confirm the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws for the issuance of such securities of the OV2 to such holder and any certificate representing such securities delivered to such holder shall bear a U.S. legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY (AND ANY SECURITIES DELIVERABLE ON EXERCISE HEREOF, IF APPLICABLE) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER OF THE SECURITIES AND ITS SUCCESSORS (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY). HEDGING TRANSACTIONS INVOLVING THE SECURITIES MUST NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE U.S. SECURITIES ACT.

IF THE CORPORATION IS A “FOREIGN ISSUER” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT AT THE TIME THESE SECURITIES ARE ISSUED, AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY,” MAY BE OBTAINED FROM THE CORPORATION’S REGISTRAR AND TRANSFER AGENT FOR THE SECURITIES UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION’S REGISTRAR AND TRANSFER AGENT AND

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THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, TOGETHER WITH SUCH DOCUMENTATION AS MAY BE REQUESTED BY THE CORPORATION AND ITS REGISTRAR AND TRANSFER AGENT.”

• 1.11 Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Each Company Certificate theretofore representing shares of Company Common Stock (other than shares to be canceled pursuant to Section 1.7(b)) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.7 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of OV2 shareholders the number of whole OV2 Post-Consolidation Shares into which their respective shares of Company Common Stock are converted.

• 1.12 U.S. Tax Consequences. The Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Each of the Parties shall, for U.S. federal income tax purposes, report the Merger as a reorganization within the meaning of Section 368 of the Code. Each of the Parties hereto shall act in a manner consistent with, and file all Tax Returns and financial statements consistently with, the intended tax treatment as set out in this Section 1.12, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct under applicable Tax Law.

• 1.13 Escrow. The Parties acknowledge that the TSX-V will require some or all of the Merger Consideration to be held in escrow pursuant to the requirements of the TSX-V or applicable Laws, or may be subject to the TSX-V seed share resale restrictions, and released, over time, as determined by the TSX-V. The Parties agree that the terms of the escrow will be negotiated by counsel for the Company, counsel for OV2, and the TSX-V, and the Parties agree to comply with such requirements through OV2 legending the OV2 Common Shares as necessary.

• 1.14 Share Exchange with Canadian Resident Shareholders. Concurrently with the consummation of the Merger and upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Canadian Resident Shareholder who has entered into an Exchange Agreement shall be transferred by such Canadian Resident Shareholder to OV2 in exchange for OV2 Post-Consolidated Shares based upon the Exchange Ratio.

• 1.15 Canadian Tax Election. OV2 will jointly elect with each Canadian Resident Shareholder who requests that OV2 do so, in the form and within the time limits prescribed for such purposes, that the Canadian Resident Shareholder will be deemed pursuant to section 85 of the ITA to have

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disposed of his, her or its shares of the Company at an elected amount to be determined by the Canadian Resident Shareholder. OV2 shall not be responsible for the proper completion of any section 85 election form nor, except for the obligation to sign and return duly completed election forms which are received within ninety (90) days after the Effective Time, for any taxes, interest or penalties resulting from the failure of a Canadian Resident Shareholder to complete or file such election forms properly in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, OV2 may choose to sign and return an election form received by it more than ninety (90) days following the Effective Time, but will have no obligation to do so.

• 1.16 Structure. The Parties intend and agree that the transactions set forth in this Article 1 will be completed as specified, and in the order specified, and that no single transaction set forth in this Article 1 will be completed without the intent of the Parties to complete the other transactions set forth in this Article 1.

• 1.17 Post-Closing Capitalization. Immediately following completion of the Merger, the capitalization of OV2 shall be as indicated in Exhibit C attached hereto; provided that, such capitalization may be adjusted in the event that, in accordance with the terms of this Agreement, OV2 or the Company issues any additional securities after the date of this Agreement and prior to the Merger.

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to OV2 and EAC that, and acknowledges that OV2 and EAC are relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:

• 2.1 Authority Relative to this Agreement. The Company has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings, other than obtaining the Required Company Vote, on its part are necessary to authorize this Agreement or the Merger that have not been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

• 2.2 Organization and Qualification; Subsidiaries. Each of the Company and the Company Subsidiaries is a corporation or limited liability company, as applicable, duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Each of the Company and ECI is duly registered, licensed or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing or to have such Permits would not have a Company Material Adverse Effect.

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• 2.3 No Material Change. Other than as disclosed in the Company Disclosure Schedule or as otherwise contemplated pursuant to this Agreement, since December 31, 2019 (the “ Company Balance Sheet Date ”) through the date of this Agreement:

• (a) each of the Company and ECI has conducted its business only in the ordinary and regular course of business;

• (b) there has not occurred any event that constituted or with the passage of time would constitute a Company Material Adverse Effect;

• (c) with the exception of a 75 for one share consolidation completed on August 11, 2020, the Company has not effected or passed any other resolution to approve a split, consolidation or reclassification of any of the outstanding Company Common Stock;

• (d) the Company has not effected any material change in its accounting methods, principles or practices;

• (e) there has been no dividend or distribution of any kind declared, paid or made by the Company on any of the Company Common Stock;

• (f) there has not been any acquisition or sale by the Company or ECI of any material property or assets, or any agreement to make any material capital expenditure or material commitment for additions to property, plant or equipment;

• (g) neither the Company nor ECI has made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreements or past practice;

• (h) there has not been any incurrence, assumption or guarantee by the Company or ECI of any debt for borrowed money, any creation or assumption by the Company, or ECI of any Lien or any making by the Company of any loan, advance or capital contribution to or investment in any other Person, other than between the Company and ECI; and

• (i) the Company or ECI have not agreed or committed to do any of the foregoing.

• 2.4 No Violations. Neither the authorization, execution and delivery of this Agreement by the Company nor the completion of the transactions contemplated by the Agreement or the Merger, nor the performance of its obligations thereunder, nor compliance by the Company with any of the provisions hereof will:

• (a) result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of: (i) the articles of incorporation, by-laws or other constituting documents of the Company or ECI, (ii) assuming receipt of the consents set forth in Section 2.5 of the Company Disclosure Schedule, any Permit or Company Material Contract to which the Company or ECI is a party or to which any of them, or any of their respective properties or assets, may be subject or by which the Company or any of the Company Subsidiaries is bound, or (iii) assuming that the Required Company Vote is

• 8 -

obtained, any Law, regulation, order, judgment or decree applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, except for any deviations from the foregoing clauses (ii) and (iii), that would not reasonably be expected to have a Company Material Adverse Effect.

• (b) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitations under any note, bond, mortgage, indenture, Company Material Contract, license, franchise or Permit to which any the Company or ECI is a party, except as would not reasonably be expected to have a Company Material Adverse Effect;

• (c) give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available, except as would not reasonably be expected to have a Company Material Adverse Effect;

• (d) result in the imposition of any Lien upon any of the property or assets of the Company or ECI or restrict, hinder, impair or limit the ability of either the Company or ECI to conduct its business as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

• 2.5 Consents. No consents, approvals and notices are required from any third party under any Company Material Contracts in order for the Company or ECI to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Merger, except as set forth below: (a) as set forth in Section 2.5 of the Company Disclosure Schedule; or (b) such consents, approvals and notices which, if not made or obtained, would not have a Company Material Adverse Effect.

• 2.6 Capitalization.

• (a) The authorized capital of the Company consists of 2,120,000,000 shares of Company Common Stock and 20,000,000 shares of Company Preferred Stock. As of the date hereof, 26,453,214 shares of Company Common Stock were issued and outstanding and 11,500,000 shares of Company Preferred Stock were issued and outstanding.

• (b) Except for the Company Warrants, the Company Convertible Debentures, the Finder's Fee Agreement and the Consulting Fee or as otherwise as contemplated by Section 1.1(c) and Section 1.1(c), there are, on the date hereof, no other outstanding (i) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (ii) options, warrants, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Company, being referred to collectively as “ Company Securities ”), or (iv) obligations by the Company or ECI to make any payments based on the price or value of the shares of Company Common Stock. There are no outstanding obligations of the Company or ECI to purchase, redeem or otherwise

• 9 -

acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or ECI is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable Securities Laws and any applicable U.S. state securities and “blue sky” laws.

• 2.7 Ownership of Subsidiaries. The Company has no Subsidiaries other than ECI, a wholly owned Subsidiary of the Company. The issued and outstanding shares of capital stock of, or other equity interests in, ECI, to the extent applicable, have been validly issued and are fully paid and nonassessable and are owned directly by the Company free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interests. There are on the date hereof no outstanding (i) securities of ECI convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in ECI, (ii) options, warrants, rights or other agreements or commitments requiring the Company or ECI to issue, or other obligations of the Company or ECI to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) ECI (or, in each case, the economic equivalent thereof), (iii) obligations of the Company or ECI to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in ECI or (iv) obligations by the Company or ECI to make any payments based on the price or value of the capital stock or any other equity interest in ECI. As of the Closing, and except for in respect of ECI, the Company does not own, directly or indirectly any capital stock of, or other voting securities or equity or similar interests in, any corporation, partnership, joint venture, association, limited liability company or other entity or Person.

• 2.8 Company Financial Statements. The Company Financial Statements (i) comply in all material respects with all the applicable accounting requirements under IFRS or GAAP, as applicable, (ii) have been prepared in accordance with IFRS or GAAP, as applicable, applied on a consistent basis for the periods presented, and (iii) present fairly, in all material respects, the consolidated financial position of the Company and ECI, and the results of their operations and cash flows, as of the dates and for the periods shown, in conformity with IFRS or GAAP, as applicable.

• 2.9 Books and Records. The financial books, records and accounts of the Company and ECI have been maintained in accordance with GAAP and in all material respects in accordance with applicable Laws and the financial statements have been presented in GAAP on a basis consistent with prior years.

• 2.10 Minute Books. The corporate minute books of the Company and ECI have been made available to counsel for OV2 and contain minutes of substantially all meetings and resolutions of its board of directors and committees of such boards of directors or managers, as applicable, other than those portions of minutes of meetings reflecting discussions of the Merger, and shareholders or members, as applicable, held according to applicable Laws and are complete and accurate in all material respects.

• 2.11 No Undisclosed Liabilities. Neither the Company nor ECI has any material Liabilities of a type that if known would be required to be reflected in a balance sheet prepared in accordance with IFRS or in the footnotes thereto, including those arising under any Law and those arising under any Contract or Lease, except for Liabilities (i) fully disclosed or reflected or reserved against on the balance sheet of the Company and ECI as of the Company Balance Sheet Date (including the notes thereto), (ii) incurred after the Company Balance Sheet Date in the ordinary course of business consistent

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with past practice and that have not had or would not reasonably be expected to have a Company Material Adverse Effect, or (iii) incurred in connection with the Merger and the other transactions contemplated hereby.

2.12 Taxes.

• (a) The Company has filed or caused or will cause to be filed all Tax Returns required to be filed by applicable Law on or before the Effective Date. All such Tax Returns are correct and complete in all material respects. The Company has timely paid all Taxes (whether or not reflected on any Tax Return) that are due and payable by the Company, including all installments on account of taxes for the current year that are due and payable by the Company whether or not assessed (or reassessed) by the appropriate Governmental Entity, and has, as applicable, timely remitted such Taxes to the appropriate Governmental Entity under applicable Law. The Company and its subsidiaries have no liability for unpaid Taxes that, in the aggregate, would be expected to have a Company Material Adverse Effect. There are no Liens for Taxes upon any of the assets or properties of the Company or its subsidiaries except Liens for current Taxes not yet due and payable.

• (b) There is no material dispute or claim, including any audit, investigation or examination by any Governmental Entity, actual, pending or, to the Knowledge of the Company, threatened, concerning any Tax Liability of the Company, no written notice of such an audit, investigation, examination, material dispute or claim has been received by the Company.

• (c) The Company has not requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

• (i) to file any Tax Return (which has not since been filed) in respect of any Taxes for which the Company is or may be liable;

• (ii) to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which the Company is or may be liable;

• (iii) the Company is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

• (iv) any Governmental Entity may assess or collect Taxes for which the Company is liable.

• (d) All material amounts that are or were required to be collected (including, without limitation, all sales, use, value added and other Taxes) or withheld by the Company, or with respect to Taxes of the Company, have been duly collected or withheld, and all such material amounts that are required to be remitted to any Governmental Entity have been duly remitted on a timely basis to the appropriate Governmental Entity.

• (e) The Company has not acquired property or services from, or disposed of property or provided services to, any Person with whom it does not deal at Arm’s Length for an amount that is other than the fair market value of such property or services.

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• (f) To the Company’s Knowledge, no claim has ever been made by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes or is required to file Tax Returns in that jurisdiction.

• (g) To the Company’s Knowledge, there are no rulings or closing agreements relating to the Company which could affect the Company’s liability for Taxes for any taxable period after the Effective Date. The Company has not requested an advance tax ruling from the IRS or comparable rulings from other taxing authorities.

• (h) The Company has maintained and continues to maintain in all material respects at its principal place of business all records and books of account required to be maintained under applicable Tax Laws.

• (i) The Company is not party to or bound by any Tax allocation, Tax sharing agreement or Tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity), and the Company does not have any liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, withholding agent or collection agent, by contract or otherwise (excluding customary indemnification provisions relating to taxes in commercial contracts, the principal purpose of which is no tax sharing).

• (j) To the Company’s Knowledge, the Company will not be required to include in a tax period ending after the Effective Date any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period.

• (k) Neither the Company nor any Affiliate thereof has taken or agreed to take any action, or failed to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

• (l) For purposes of this Section 2.12, the term “ Company ” shall mean the Company, together with ECI.

• 2.13 Litigation. As of the date of this Agreement there are no material claims, actions, suits, grievances, complaints, investigations or proceedings pending or, to the Knowledge of the Company, threatened, affecting the Company or ECI or affecting any of their respective material property or assets or Intellectual Property (as hereinafter defined) at law or in equity before or by any Governmental Entity. Neither the Company nor ECI nor any of their respective assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree.

• 2.14 Material Contracts. With respect to the Company Material Contracts:

• (a) Section 2.14(a) of the Company Disclosure Schedule includes a complete and accurate list of all Company Material Contracts to which each of the Company and ECI is bound, and that are, to the Company’s Knowledge, currently in force and the Company and ECI have

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made available to the OV2 for inspection true and complete copies of all such Company Material Contracts.

• (b) To the Company’s Knowledge, all of the Company Material Contracts are in full force and effect, and the Company or ECI, as applicable, is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company and ECI have not waived any material rights under any Company Material Contract and no material default or breach exists in respect thereof on the part of the Company or ECI or, to the Knowledge of the Company or ECI, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Company Material Contracts.

• (c) All of the Company Material Contracts are valid and binding obligations of the Company or ECI, as applicable, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

• (d) As at the date hereof, the Company has not received written notice that any party to a Company Material Contract intends to cancel, terminate or otherwise modify or not renew such Company Material Contract, and to the Knowledge of the Company, no such action has been threatened.

• (e) Neither the Company nor ECI are a party to any Company Material Contract that contains any non-competition obligation or otherwise restricts in any way the business of the Company or ECI.

• 2.15 Permits. Each of the Company and ECI has obtained and is in compliance with all Permits required by applicable Laws, necessary to conduct its current business as now being conducted, other than where a failure to obtain or be in compliance with such Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

• 2.16 Expropriation. No part of the property or assets of the Company or any of the Company Subsidiaries has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced.

• 2.17 Rights of Other Persons. No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by the Company or ECI, or any part thereof.

• 2.18 Environmental Matters.

• (a) The Company and ECI have carried on their respective businesses and operations in compliance in all material respects with all applicable Environmental Laws and all terms and conditions of all Environmental Permits;

• (b) Neither the Company nor ECI has received any written order, request or notice from any Person alleging a material violation of any Environmental Law; and

• (c) Neither the Company nor ECI (i) is a party to any litigation or administrative proceeding, or to their Knowledge is any litigation or administrative proceeding threatened against it

• 13 -

or its property or assets, which in either case (A) asserts or alleges that it violated any Environmental Laws, (B) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (C) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (ii) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws and (iii) is involved in remediation operations and knows of any facts, circumstances or conditions, including any Release of Hazardous Substance, that, in the case of each of the foregoing clauses (i), (ii) and (iii) would reasonably be expected to result in a Company Material Adverse Effect.

2.19 Intellectual Property.

• (a) Neither the Company nor ECI owns any Registered IP.

• (b) To the Knowledge of the Company, the conduct of the business of the Company and ECI as previously conducted or as currently conducted does not and has not infringed, misappropriated or otherwise violated any valid Intellectual Property of any other Person.

• (c) No written notice of infringement, misappropriation or similar claim or Legal Proceeding involving infringement or misappropriation of any Intellectual Property of any other Person is or has been pending and served or, to the Knowledge of the Company, is pending and not served, or threatened against, any the Company and ECI.

• (d) To the Knowledge of the Company, all the Company IP that is material to the business of the Company and ECI is valid, subsisting and enforceable.

• (e) Neither of the Company and ECI have transferred title to, or granted any exclusive license, or granted an option to acquire title or an exclusive license, with respect to, any material Company IP.

• (f) To the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any of the Company IP.

• (g) There are no proceedings or actions known to the Company before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to any the Company IP. To the Knowledge of the Company, none of the Company IP is the subject of any outstanding decree, order, judgment, settlement agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by the Company and ECI, or that may affect the validity, use or enforceability of such the Company IP.

• 2.20 Compliance with Laws. The Company and ECI have complied with and are not in violation of any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, have a Company Material Adverse Effect and, as of the date of this Agreement, have not received written notice alleging any violation of applicable Law in any material respect by the Company or ECI.

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• 2.21 Employment Matters.

• (a) None of the execution of this Agreement, the Merger or any other transaction contemplated hereby or any termination of employment or service in connection therewith or subsequent thereto, will individually or together with the occurrence of some other event, (i) result in any unfunded payment (including unfunded severance, unemployment compensation, golden parachute, bonus, the redemption of any accrued entitlements or otherwise) becoming due to any Person, (ii) materially increase or otherwise enhance any benefits otherwise payable by any of the Company Entities, (iii) result in the acceleration of the time of payment or vesting of any such benefits, (iv) increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company or ECI to any Person.

• (b) The Company and ECI are in compliance in all material respects with all Laws respecting employment, discrimination in employment, fair employment practices, equal employment, terms and conditions of employment, meal and rest periods, leaves of absence, employee privacy, worker classification (including the proper classification of workers as independent contractors and consultants), wages (including overtime payments), pay-slips, compensation and hours of work, and occupational safety and health and employment practices.

• (c) To the Company’s Knowledge, neither the Company nor any Company Subsidiary has misclassified: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer, (iii) any employee currently or formerly classified as exempt from overtime wages or (iv) any payment or benefit that may be reclassified as part of their determining salary for any purpose, including for calculating any social contributions.

• (d) Section 2.21(d) of the Company Disclosure Schedule sets forth a complete list of all employees and consultants of the Company and ECI, together with their respective titles, salaries and bonus (whether monetary or otherwise) paid in 2020, and a list of the directors and the terms of their compensation. No such employee is on long-term disability leave, extended absence or workers’ compensation leave.

• (e) Except as set forth in Section 2.21(d) of the Company Disclosure Schedule, the Company and ECI have paid in full to all of their respective employees and independent contractors all compensation due and payable to such employees and contractors.

• (f) Except as set forth in Section 2.21(f) of the Company Disclosure Schedule, neither the Company nor ECI is:

  • (i) a party to any written or oral agreement, arrangement, plan, obligation, policy or understanding providing for severance or termination payments to any director or officer of the Company or ECI, outside of what is contained in such officer or directors’ standard employment or service agreement with the Company or ECI; and

  • (ii) a party to any collective bargaining agreement or multiemployer plan nor, to the Knowledge of the Company, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, or to the

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Knowledge of the Company, pending or threatened strikes or lockouts at the Company or ECI.

• (g) The Company and ECI have not been, and are not subject to any present or future obligation or liability outside of those arising in the ordinary course of business under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan, employee benefit plan or policy, employee group insurance plan, program policy or practice, formal or informal, with respect to their respective employees.

• 2.22 Related Party Transactions. Except as set forth in the Company Financial Statements or the Company Disclosure Schedules, there are no Contracts or other transactions currently in place between the Company or ECI, on the one hand, and: (i) any officer or director of the Company or ECI (excluding Contracts and transactions entered into in the ordinary course of business relating to such Person’s position as an officer or director of the Company); (ii) any holder of record or, to the Knowledge of the Company, beneficial owner of 10% or more of the Company Common Shares or of any security convertible into, or exercisable for the purchase of, the Company Common Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

• 2.23 Registration Rights. To the Company’s Knowledge, no Person has any right to compel the Company or ECI to register or otherwise qualify any capital stock of the Company or ECI or any other securities of the Company or such Company Subsidiary for public sale or distribution.

• 2.24 Brokers. Except pursuant to the Finder's Fee Agreement and the Consulting Fee, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company.

• 2.25 Insurance. All insurance maintained by the Company and ECI is in full force and effect and is in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the industry and in the location in which the Company operates.

• 2.26 No Cease Trade. Neither the Company nor ECI is subject to any cease trade or similar order of any applicable Regulatory Authority with respect to the trading of Company securities and, to the Knowledge of the Company, as of the date of this Agreement, no investigation or other proceedings involving the Company or ECI which may operate to prevent or restrict trading of any securities of the Company are currently in progress or pending before any applicable Regulatory Authority.

• 2.27 Securities Laws. Neither the Company nor ECI is registered, or is required to be registered as, an “investment company” under the United States Investment Company Act of 1940, as amended. Neither the Company nor ECI is a “reporting issuer” within the meaning of the Securities Laws of any province or territory of Canada.

• 2.28 Certain Business Practices. To the Knowledge of the Company, none of the Company, ECI nor any director, officer, agent or employee of the Company or ECI (in their capacities as such) has:

• (a) used or agreed to use funds for contributions, gifts, entertainment or other purposes relating to political activity in violation of Law; or

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• (b) made or agreed to make any payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns in violation of Law.

• 2.29 Employee Benefits Plans. Except as set forth on Schedule 2.31 of the Company Disclosure Schedule, neither the Company nor ECI has, whether on behalf of any employee, officer, director, consultant, stockholder or other individual service provider of the Company or ECI (in each case, whether current, former or retired) or their dependents, spouses, or beneficiaries, established, maintained, sponsored, contributed to, or undertaken to contribute too, any “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 , as amended (“ ERISA ”), including multiemployer plans within the meaning of Section 3(37) of ERISA, each a “ Multiemployer Plan ”)), whether or not subject to ERISA, or any other bonus, profit sharing, compensation, pension, severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, non-competition, or other plan, agreement, policy, trust fund, or arrangement (whether written or unwritten, insured or selfinsured), under which the Company or any ERISA Affiliate has or may have any Liability, contingent or otherwise, other than legally mandated benefit plans or arrangements.

• 2.30 Anti-Bribery Laws. Neither the Company nor ECI nor to the knowledge of the Company, any Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or ECI, including but not limited to the United States’ Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any Representative of the Company or ECI in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company or ECI nor to the knowledge of the Company, any director, officer, employee, consultant, Representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or ECI or any director, officer, employee, consultant, Representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing antibribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any person alleging non-compliance with any such Laws.

• 2.31 Anti-Takeover Provisions. There is no shareholder rights plan, “poison pill” anti-takeover plan or other similar device in effect to which Company is a party or otherwise bound.

• 2.32 Survival of Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Merger and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated

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in accordance with its terms. Any investigation by OV2 and its Representatives shall not mitigate, diminish or affect the representations and warranties of the Company pursuant to this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF OV2 AND EAC

Each of OV2 and EAC represents and warrants to the Company that, and acknowledges that the Company is relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:

• 3.1 Authority Relative to this Agreement. Each of OV2 and EAC has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of OV2 and EAC and the performance by each of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part, other than obtaining the OV2 Shareholder Approval, are necessary to authorize this Agreement or the Merger that have not been taken. This Agreement has been duly executed and delivered by each of OV2 and EAC and constitutes a legal, valid and binding obligation of OV2 and EAC, enforceable against each of them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

• 3.2 Organization and Qualification; Subsidiaries. Each of OV2 and EAC is a corporation, duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own or lease its property and assets as now owned or leased and to carry on its business as it is now being conducted. Each of OV2, the OV2 Subsidiaries and EAC is duly registered, licensed or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing or to have such Permits would not have a OV2 Material Adverse Effect.

• 3.3 No Material Change. Since April 30, 2020 (the date of the audited financial statements) and except as (i) as it relates to the Concurrent OV2 Financing, (ii) as disclosed in Section 3.3 of the OV2 Disclosure Schedule or (iii) as it relates to the OV2 Pre-Closing Reorganization:

• (a) each of OV2 and EAC has conducted its business only in the ordinary and regular course of business;

• (b) there has not occurred any event that constituted or with the passage of time would constitute a OV2 Material Adverse Effect;

• (c) neither OV2 nor any OV2 Subsidiary has effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding OV2 Common Shares;

• (d) OV2 has not effected any material change in its accounting methods, principles or practices;

• (e) there has been no dividend or distribution of any kind declared, paid or made by OV2 on any OV2 Common Shares;

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• (f) there has not been any acquisition or sale by OV2 or EAC of any material property or assets, or any agreement to make any capital expenditure or commitment for additions to property, plant or equipment;

• (g) neither OV2 nor EAC has made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreements or past practice;

• (h) there has not been any incurrence, assumption or guarantee by OV2 or any of the OV2 Subsidiaries of any debt for borrowed money, any creation or assumption by OV2 or EAC of any liability or Lien, or any making by OV2 or EAC of any loan, advance or capital contribution to or investment in any other Person;

• (i) neither OV2 nor EAC has entered into any transaction or Contract, or amended or terminated any transaction or Contract, except transactions or Contracts entered into in connection with the Merger; and

• (j) OV2 or EAC have not agreed or committed to do any of the foregoing.

• 3.4 No Violations. Neither the authorization, execution and delivery of this Agreement by OV2 or EAC, nor the completion of the transactions contemplated by the Agreement or the Merger, nor the performance of its obligations thereunder, nor compliance by OV2 or EAC with any of the provisions hereof will:

• (a) result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), result in a loss of material benefit under, require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of: (i) the articles of incorporation, by-laws or other constating documents of OV2 or EAC, (ii) any contract, Permit or OV2 Material Contract to which OV2 or EAC is a party or to which any of them, or any of their respective properties or assets, may be subject or by which OV2 or any of the OV2 Subsidiaries is bound, or (iii) subject to receipt of the OV2 Shareholder Approval and TSX-V Approval, any Law, regulation, order, judgment or decree applicable to OV2 or any of the OV2 Subsidiaries or any of their respective properties, assets or businesses;

• (b) give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitations under any note, bond, mortgage, indenture, OV2 Material Contract, contract, license, franchise or Permit to which any OV2 or EAC is a party;

• (c) give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or

• (d) result in the imposition of any Lien upon any of the property or assets of OV2 or EAC or restrict, hinder, impair or limit the ability of either OV2 or EAC to conduct its business as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a OV2 Material Adverse Effect.

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• 3.5 Consents. No consents, approvals, authorizations, waivers and notices are required from any third party in order for OV2 or EAC to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Merger, except:

• (a) approval of the Merger by OV2 as sole shareholder of EAC;

• (b) approval of the TSX-V for the listing of the OV2 Post-Consolidation Shares and, to the extent required, the other transactions contemplated hereby;

• (c) consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis;

• (d) the OV2 Shareholder Approval;

• (e) the filing of Articles of Continuance and a Form 16 (Continuation Application) with the British Columbia Registrar of Companies under the Business Corporations Act (British Columbia);

• (f) those which, if not obtained or made, would not prevent or delay the consummation of the Merger or otherwise prevent OV2 from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on OV2 or EAC.

• 3.6 Capitalization; Merger Consideration. The authorized share capital of OV2 consists of an unlimited number of OV2 Common Shares. As of the close of business on the date hereof, 10,033,750 OV2 Common Shares were issued and outstanding, and except for 1,000,000 outstanding OV2 Options or in connection with the Concurrent OV2 Financing (including the issuance of the OV2 Broker Warrants), there are no options, warrants, conversion privileges or other rights, voting trust, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by OV2 of any securities of OV2 (including OV2 Common Shares), or any OV2 Subsidiaries, or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of OV2 (including OV2 Common Shares) or any EAC. All outstanding shares of OV2 capital stock have been duly authorized and validly issued, are fully paid and non-assessable. When issued by OV2 in accordance with the terms of this Agreement, the Merger Consideration will be validly and duly issued, free and clear of all Liens except those imposed by applicable Securities Laws.

• 3.7 Ownership of Subsidiaries. Except as set out in Section 3.7 of the OV2 Disclosure Schedule, OV2 has no Subsidiaries other than EAC, a wholly owned Subsidiary of OV2. All of the outstanding capital stock of, or other equity interests in, EAC is directly and beneficially owned by OV2. All the issued and outstanding shares of capital stock of, or other equity interests in, EAC, have been validly issued and are fully paid and non-assessable and are owned directly by OV2 free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interests. There are no outstanding (i) securities of any OV2 Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in EAC, (ii) options, warrants, rights or other agreements or commitments requiring OV2 or EAC to issue, or other obligations of OV2 or EAC to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) EAC (or, in each case, the economic equivalent thereof), (iii) obligations of OV2 or EAC to grant, extend or enter into any

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subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in EAC, or (iv) obligations by OV2 or EAC to make any payments based on the price or value of the capital stock or any other equity interest in EAC. Except for EAC, OV2 does not own, directly or indirectly any capital stock of, or other voting securities or equity or similar interests in, any corporation, partnership, joint venture, association, limited liability company or other entity or Person.

• 3.8 Reporting Status; Securities Laws Matters and Financial Statements.

• (a) OV2 is a “reporting issuer” and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in the Provinces of British Columbia, Alberta and Ontario. The OV2 Common Shares are listed on the TSX-V, and OV2 is in compliance with in all material respects the rules and policies of the TSX-V. As of the date hereof, OV2 is not subject to regulation by any other stock exchange. No delisting or cease trading order with respect to any securities of OV2 and, to the Knowledge of OV2, no inquiry or investigation (formal or informal) of any Regulatory Authority (including, for purposes of this paragraph, any similar authority in the United States) or the TSX-V is in effect or ongoing or, to the Knowledge of OV2, expected to be implemented or undertaken other than any potential delisting pursuant to Section 14.6 of TSX-V Policy 2.4 in the event the transactions contemplated by this Agreement are not completed.

• (b) OV2 has timely filed all documents required to be filed by it in accordance with applicable Securities Laws with the Regulatory Authorities and the TSX-V. All OV2 Public Disclosure Documents, as of their respective dates (or, if amended, as of the date of such amendment), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the OV2 Public Disclosure Documents required to be made have been filed on a timely basis with the applicable Regulatory Authorities and the TSX-V. OV2 has not filed any confidential material change report or other filings with any applicable Regulatory Authorities or the TSX-V that at the date of this Agreement remains confidential.

• (c) OV2’s audited consolidated financial statements as at and for the fiscal years ended April 30, 2020 and 2019 (including the notes thereto) and OV2’s unaudited consolidated financial statements as at and for the three months and six months ended January 31, 2021, each as included in the OV2 Public Disclosure Documents (collectively, the “ OV2 Financial Statements ”), were prepared in accordance with IFRS consistently applied (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of OV2’s independent auditors, or (ii) in the case of unaudited interim statements, are subject to normal period-end adjustments (none of which are material, individually or in the aggregate) and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of OV2 and EAC as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal periodend adjustments, none of which are material, individually or in the aggregate) in accordance with IFRS and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of OV2 and EAC on a consolidated basis. There has been no

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material change in OV2’s accounting practices or policies, except as described in the notes to the OV2 Financial Statements, since April 30, 2020.

• (d) Since April 30, 2020, neither OV2 nor EAC nor, to OV2’s knowledge, any Representative of OV2 or EAC has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of OV2 or EAC or their respective internal accounting controls, including any written complaint, allegation, assertion, or claim that OV2 or EAC has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of OV2 Board.

• (e) There has not been any reportable event (within the meaning of National Instrument 51102 - Continuous Disclosure Obligations of the CSA) since April 30, 2020 with the present or former auditors of OV2.

• (f) OV2 maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

• 3.9 Books and Records. The financial books, records and accounts of OV2 and the OV2 Subsidiaries: (i) have been maintained in all material respects in accordance with applicable Laws and IFRS on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions, acquisitions and dispositions of the assets of OV2 and the OV2 Subsidiaries in all material respects; and (iii) accurately and fairly reflect in all material respects the basis for OV2 Financial Statements.

• 3.10 Minute Books. The corporate minute books of OV2 and EAC contain minutes of substantially all meetings and resolutions of its board of directors and committees of such boards of directors or managers, as applicable, other than those portions of minutes of meetings reflecting discussions of the Merger, and shareholders or members, as applicable, held according to applicable Laws and are complete and accurate in all material respects.

• 3.11 No Undisclosed Liabilities. Neither OV2 nor EAC has any Liabilities, including those arising under any Law and those arising under any Contract, except for Liabilities (i) fully disclosed or reflected or reserved against on the balance sheet of OV2 and EAC as of April 30, 2020 (including the notes thereto) included in the OV2 Public Disclosure Documents, (ii) incurred after April 30, 2020 in the ordinary course of business consistent with past practice and that have not had or would not reasonably be expected to have a OV2 Material Adverse Effect, (iii) disclosed in Section 3.11 of the OV2 Disclosure Schedule or (iv) incurred in connection with the Merger and the other transactions contemplated hereby.

• 3.12 Taxes. Except as set forth in Section 3.12 of the OV2 Disclosure Schedule:

• (a) OV2 (on its own behalf and on behalf of EAC) has filed or caused or will cause to be filed all Tax Returns required to be filed by applicable Law on or before the Effective Date. All such Tax Returns are correct and complete in all material respects. OV2 (on its own behalf and on behalf of EAC) has timely paid all material Taxes that are due and payable by OV2 and EAC, including all installments on account of taxes for the current year that are due

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and payable by OV2 and EAC whether or not assessed (or reassessed) by the appropriate Governmental Entity, and has, as applicable, timely remitted such Taxes to the appropriate Governmental Entity under applicable Law. OV2 and EAC have no liability for unpaid Taxes that, in the aggregate, would be expected to have a OV2 Material Adverse Effect. There are no liens for Taxes upon any of the assets or properties of OV2 or EAC except Liens for current Taxes not yet due and payable.

• (b) There is no material dispute or claim, including any audit, investigation or examination by any Governmental Entity, actual, pending or, to the Knowledge of OV2, threatened, concerning any Tax Liability of OV2 or EAC, no written notice of such an audit, investigation, examination, material dispute or claim has been received by OV2 or EAC.

• (c) OV2 (on its own behalf and on behalf of EAC) has not requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

• (i) to file any Tax Return (which has not since been filed) in respect of any Taxes for which OV2 is or may be liable;

• (ii) to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which OV2 is or may be liable;

• (iii) OV2 is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

• (iv) any Governmental Entity may assess or collect Taxes for which OV2 is liable.

• (d) All material amounts that are or were required to be collected (including, without limitation, all sales, use, value added and other Taxes) or withheld by OV2, or with respect to Taxes of OV2, have been duly collected or withheld, and all such material amounts that are required to be remitted to any Governmental Entity have been duly remitted on a timely basis to the appropriate Governmental Entity.

• (e) OV2 has not acquired property or services from, or disposed of property or provided services to, any Person with whom it does not deal at Arm’s Length for an amount that is other than the fair market value of such property or services.

• (f) To OV2’s Knowledge, no claim has ever been made by any Governmental Entity in a jurisdiction where OV2 does not file Tax Returns that OV2 is or may be subject to Taxes or is required to file Tax Returns in that jurisdiction.

• (g) There are no rulings or closing agreements relating to OV2 which could affect OV2’s liability for Taxes for any taxable period after the Effective Date. OV2 has not requested an advance tax ruling from the Canada Revenue Agency or comparable rulings from other taxing authorities.

• (h) OV2 has maintained and continues to maintain in all material respects at its principal place of business all records and books of account required to be maintained under applicable Tax Laws.

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• (i) OV2 is not party to or bound by any tax sharing agreement or tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity).

• (j) OV2 will not be required to include in a tax period ending after the Effective Date any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period.

• (k) Neither OV2 nor any Affiliate thereof has taken or agreed to take any action, or failed to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

• (l) For purposes of this Section 3.12, the term “OV2” shall mean OV2, together with EAC.

• 3.13 Litigation. There are no claims, actions, suits, grievances, complaints, investigations or proceedings, whether in equity or at law, or any governmental investigations, pending or, to the Knowledge of OV2, threatened:

• (a) against or affecting OV2 or EAC or affecting any of their respective property or assets, owned used or leased, or Intellectual Property; or

• (b) which questions or challenges the validity of this Agreement or the Merger or any action taken or to be taken pursuant to this Agreement or the Merger,

and, to the knowledge of OV2, there is no basis for any such claim, action, suit, grievance, complaint, investigation or proceeding. Neither OV2 nor EAC nor any of their respective assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree.

3.14 Contracts.

• (a) Neither OV2 nor EAC is party to any OV2 Material Contracts other than this Agreement.

• (b) Each of OV2 and EAC and, to the knowledge of OV2, each of the other parties thereto, is in material compliance with all covenants under all Contracts it has entered into, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default.

• (c) No payment is required to be made, or obligation accrued that, if paid, by OV2 or EAC as a result of the consummation of any of the matters contemplated by this Agreement that would result in OV2 not satisfying the condition precedent set out in Section 5.3(e)(iii) herein.

• 3.15 Permits. Each of OV2 and EAC has obtained and is in compliance with all Permits required by applicable Laws necessary to conduct its current business as now being conducted, other than where a failure to obtain or be in compliance with such Permits would not, individually or in the aggregate, reasonably be expected to have a OV2 Material Adverse Effect.

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• 3.16 Expropriation. No part of the property or assets of OV2 or EAC has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does OV2 know of any intent or proposal to give such notice or commence any such proceedings.

• 3.17 Rights of Other Persons. No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by OV2 or EAC, or any part thereof, except as disclosed in the OV2 Financial Statements.

• 3.18 Compliance with Laws. OV2 and EAC have complied with, and is conducting its business in compliance with, and are not in default violation of, and has not received notice asserting the existence of any default or violation of, any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, have a OV2 Material Adverse Effect and have not received any written notices or other correspondence from any Governmental Entity regarding any circumstances that have existed or currently exist which would lead to a loss, suspension or a refusal to issue, any material license, permit, authorization, approval, registration or consent of a Governmental Entity relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of OV2 or any of the OV2 Subsidiaries to operate its business in a manner which would have a OV2 Material Adverse Effect.

• 3.19 Employment Matters. Neither OV2 nor EAC currently has, or has ever had, any employees or employee plans. At the Closing, OV2 and EAC will have no employees and except as set out in Section 3.19 of the OV2 Disclosure Schedule will not have engaged any independent contractors.

• 3.20 Related Party Transactions. Except as set forth in the OV2 Financial Statements, there are no Contracts or other transactions currently in place between OV2 or EAC, on the one hand, and: (i) any officer or director of OV2 or any of the OV2 Subsidiaries; (ii) any holder of record or, to the Knowledge of OV2, beneficial owner of 10% or more of the OV2 Common Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

• 3.21 Registration Rights. No Person has any right to compel OV2 or EAC to register or otherwise qualify any capital stock of OV2 or EAC or any other securities of OV2 or any of its subsidiaries for public sale or distribution.

• 3.22 Brokers. Except pursuant to the Finder's Fee Agreement and the Consulting Fee, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of OV2 or EAC.

• 3.23 United States Securities Laws. OV2 is not registered, and is not required to be registered as, an “investment company” under the United States Investment Company Act of 1940 , as amended.

• 3.24 Certain Business Practices. To the Knowledge of OV2, none of OV2, any of the OV2 Subsidiaries nor any director, officer, agent or employee of OV2 or EAC (in their capacities as such) has:

• (a) used or agreed to use funds for contributions, gifts, entertainment or other purposes relating to political activity in violation of Law; or

• (b) made or agreed to make any payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns in violation of Law.

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• 3.25 Ownership and Operations of EAC. OV2 directly owns all of the outstanding capital stock of EAC. EAC was formed solely for the purpose of engaging in the Merger and the transactions contemplated hereby and has engaged in no other business activities or conducted any other operations other than those relating to the Merger and the transactions contemplated hereby and has no assets or Liabilities (other than immaterial Liabilities incurred in connection with its formation). The authorized capital stock of EAC consists of 100 shares of common stock, par value $0.01 per share.

• 3.26 Ownership of Company Common Stock. Neither OV2 nor EAC nor any Affiliate or Associate thereof, nor to the knowledge of OV2, any Representative of OV2 or EAC, beneficially owns or has the right to acquire a beneficial interest in any Company Common Stock.

• 3.27 Anti-Bribery Laws. Neither OV2 or EAC nor to the knowledge of OV2, any Representative of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to OV2 or EAC, including but not limited to the United States’ Foreign Corrupt Practices Ac t and Canada’s Corruption of Foreign Public Officials Act , or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any Representative of OV2 or EAC in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither OV2 or EAC nor to the knowledge of OV2, any director, officer, employee, consultant, Representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded OV2 or EAC or any director, officer, employee, consultant, Representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any person alleging noncompliance with any such Laws.

• 3.28 Anti-Takeover Provisions. There is no shareholder rights plan, “poison pill” anti-takeover plan or other similar device in effect to which OV2 is a party or otherwise bound. OV2 has taken all actions necessary to render inapplicable to this Agreement and the transactions contemplated hereby, including the Merger, and inapplicable to OV2, EAC and OV2’s capital stock in connection with this Agreement and the transactions contemplated hereby, including the Merger, any and all “ fair price,” “moratorium,” “control share acquisition,” “business combination” and other similar Laws of Canada or any applicable province or other jurisdiction (collectively, the “Anti-takeover Laws”), and no such Anti-takeover Laws apply or will apply to this Agreement and the transactions contemplated hereby, including the Merger.

• 3.29 Survival of Representations and Warranties. The representations and warranties of OV2 and the EAC contained in this Agreement shall not survive the completion of the Merger and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by the Company and its Representatives

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shall not mitigate, diminish or affect the representations and warranties of OV2 or EAC pursuant to this Agreement.

ARTICLE 4 CONDUCT OF BUSINESS PENDING CONSUMMATION

• 4.1 Affirmative Covenants of the Company. From the date of this Agreement until the earlier of the Effective Time, or the termination of this Agreement in accordance with Section 6.1, except as contemplated or permitted by this Agreement, as set forth on the Company Disclosure Schedule, as required by applicable Law, or unless the prior written consent of OV2 shall have been obtained (which shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause ECI to:

• (a) operate its business in the ordinary course consistent with past practice;

• (b) take no action that would reasonably be likely to (i) materially adversely affect the ability of the Company to obtain any Consents required for the transactions contemplated hereby or (ii) materially adversely affect the ability of the Company to perform its covenants and agreements under this Agreement;

• (c) use commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any instrument or agreement and take such other measures as may be necessary or desirable to fulfil its obligations under and to carry out the transactions contemplated by this Agreement;

• (d) use commercially reasonable efforts to conduct its affairs so that all of the Company’s representations and warranties contained herein shall be true and correct on and as of the Effective Date as if made on the Effective Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; and

• (e) notify OV2 as soon as practicable upon becoming aware that any of the representations and warranties of the Company contained herein are no longer true and correct in any material respect.

• 4.2 Negative Covenants of the Company. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.1, unless the prior written consent of OV2 shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), except as otherwise expressly contemplated herein or in connection with the the Concurrent Company Financing, and except as required by applicable Law, the Company covenants and agrees that it will not do or agree or commit to do, or permit ECI to do or agree or commit to do, any of the following:

• (a) amend the Organizational Documents of the Company or ECI;

• (b) incur any debt obligation or other obligation for borrowed money (other than (i) indebtedness of ECI to the Company and (ii) trade payables incurred in the ordinary course of business) or impose, or suffer the imposition, on any material asset of the Company or ECI of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Company Disclosure Schedule) in each case in an amount greater than $250,000 (individually or in the aggregate);

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• (c) repurchase, redeem, or otherwise acquire or exchange (other than in connection with the redemption of any outstanding Company Preferred Stock, exchanges or repurchases in the ordinary course under the Company Equity Compensation Plans or upon the exercise or conversion of outstanding securities or rights), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of the Company or ECI;

• (d) (i) except as contemplated by Section 1.1(a) or 1.1(c), issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Company Common Stock, or any other capital stock of the Company or ECI, or any stock appreciation rights, or any option, warrant, or other Equity Right; (ii) except as required pursuant to any employment agreement, accelerate any right to purchase shares of Company Common Stock or any other capital stock of any Company Entity or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of the capital stock of the Company or ECI (other than any dividend or distribution payable to ECI or to the Company);

• (e) adjust, split, combine or reclassify any capital stock of the Company or ECI or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Company Common Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber with a Lien (i) any shares of capital stock of ECI or (ii) any asset having a book value in excess of $300,000 other than in the ordinary course of business consistent with past practice;

• (f) (i) purchase any securities or make any material investment, whether by purchase of stock or securities, contributions to capital, asset transfers, loans or advances, or purchase of any assets, in any Person other than ECI, or otherwise acquire direct or indirect control over any Person or (ii) merge, consolidate or adopt a plan of liquidation;

• (g) (i) enter into any new line of business or make or agree to make any new capital expenditures that, in the aggregate, are in excess of $300,000 or (ii) dispose of, grant, obtain or permit to lapse any material rights in any Intellectual Property or dispose of or disclose to any Person, except pursuant to confidentiality obligations or requirements of Law, other than to Representatives of OV2, any material Trade Secret;

• (h) except as required by the terms of any Contract (as in effect on the date hereof) or pursuant to requirements of Law or in the ordinary course of business, (i) materially increase the benefits available to any current or former executive officer or director; (ii) materially increase the base salary, wages or bonus opportunity of any current or former executive officer or director of the Company, except for an increase in bonus of not more than ten percent (10%) of the target bonus set forth in any employment agreement or established by the Company Board or any committee thereof for any current employee, executive officer or director in the ordinary course of business consistent with past practice; (iii) grant any severance, bonus, termination pay, equity or equity-based awards to any current or former executive officer or director of the Company other than as required by any employment agreement or pursuant to any Contract established prior to the date of this Agreement; (iv) establish, adopt, amend or terminate any employee benefit plan, agreement, program, policy, trust, or fund except as required to comply with requirements of Law; or (v) forgive or discharge in whole or in part any outstanding loans or advances to any present or former director, officer, employee, individual consultant or independent contractor of the Company;

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• (i) make or change any material Tax election, (ii) file any materially amended Tax Return, (iii) settle any material Tax claim or assessment relating to the Company or ECI, or (iv) surrender any right to claim a refund of material Taxes;

• (j) make any material change in any accounting methods or policies or systems of internal accounting controls, except as may be required by changes in statutory or regulatory accounting rules or IFRS or regulatory requirements with respect thereto;

• (k) except to the extent expressly permitted by Section 4.11, take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article 5 not being satisfied;

• (l) except in the ordinary course of business, enter into, modify, amend or terminate any Company Material Contract or waive, release, compromise or assign any material rights or claims with respect to any Company Material Contract;

• (m) commence, settle or compromise any pending or threatened Litigation except with respect to compromises, settlements or agreements in the ordinary course of business that involve only the payment of monetary damages by the Company not in excess of $75,000 individually or $150,000 in the aggregate, provided that the foregoing shall not prohibit or otherwise limit the Company from settling any pending or threatened Litigation solely with insurance proceeds;

• (n) pay, discharge or satisfy any material Liabilities, other than the payment, discharge or satisfaction of Liabilities in the ordinary course of business consistent with past practice;

• (o) terminate or allow to lapse, or modify in any material respect, any material insurance policy;

• (p) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

• (q) agree or commit to do any of the foregoing.

4.3 Affirmative Covenants of OV2.

From the date of this Agreement until the earlier of the Effective Time, or the termination of this Agreement in accordance with Section 6.1, except as contemplated or permitted by this Agreement, as required by applicable Law, or unless the prior written consent of the Company shall have been obtained (which consent shall be in the sole discretion of the Company and may be unreasonably withheld, conditioned or delayed), OV2 shall, and shall cause EAC to:

• (a) operate its business in the ordinary course consistent with past practice;

• (b) take no action that would reasonably be likely to (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement;

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• (c) use all commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any instrument or agreement and take such other measures as may be necessary or desirable to fulfil its obligations under and to carry out the transactions contemplated by this Agreement;

• (d) make other necessary filings and applications under applicable federal and provincial Laws required on the part of the OV2 Entities in connection with the transactions contemplated in this Agreement, including properly filing all materials and taking all steps necessary to obtain the approval to list the OV2 Common Shares on the TSX-V immediately following the Merger;

• (e) use all commercially reasonable efforts to conduct its affairs so that all of the OV2 and EAC representations and warranties contained herein shall be true and correct on and as of the Effective Date as if made on the Effective Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; and

• (f) notify the Company immediately upon becoming aware that any of the representations and warranties of OV2 and EAC contained herein are no longer true and correct in any material respect.

• 4.4 Negative Covenants of OV2. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.1, unless the prior written consent of the Company shall have been obtained (which consent shall be in the sole discretion of the Company and may be unreasonably withheld, conditioned or delayed), except as otherwise expressly contemplated herein or in connection with the OV2 Pre-Closing Reorganization or the Concurrent OV2 Financing, and except as required by applicable Law, OV2 covenants and agrees that it will not do or agree or commit to do, or permit EAC to do or agree or commit to do, any of the following:

• (a) amend its Organizational Documents;

• (b) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under the OV2 Stock Option Plan in effect prior to the date of this Agreement), directly or indirectly, any shares, or any securities convertible into any shares, of its capital;

• (c) adjust, split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or distribution of any other securities in respect of or in substitution for OV2 Common Shares, except for the OV2 Consolidation;

• (d) sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of EAC, or (ii) any asset having a book value in excess of $10,000 other than in the ordinary course of business consistent with past practice;

• (e) issue any securities, other than OV2 Common Shares issuable upon the due and proper exercise of the OV2 Options outstanding on the date hereof;

• (f) adopt a plan of liquidation;

• (g) engage in any active business or acquire, directly or indirectly, any assets, including but not limited to securities of any other company;

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• (h) hire any employees or independent contractors, increase the compensation of any officer or director or adopt any employee related benefit or compensation plan, including any securities based compensation plan;

• (i) (i) make or change any Tax election, (ii) file any amended Tax Return, (iii) settle any Tax claim or assessment relating to the OV2 Entities, or (iv) surrender any right to claim a refund of Taxes;

• (j) make any change in any accounting methods or policies or systems of internal accounting controls, except as may be required by changes in statutory or regulatory accounting rules or IFRS or regulatory requirements with respect thereto;

• (k) except to the extent expressly permitted by Section 4.9, take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article 5 not being satisfied;

• (l) enter into any Contract other than in connection with the transactions contemplated herein;

• (m) commence, settle or compromise any pending or threatened Litigation;

• (n) pay, discharge or satisfy any material Liabilities, other than the payment, discharge or satisfaction of Liabilities in the ordinary course of business consistent with past practice;

• (o) terminate or allow to lapse, or modify in any material respect, any material insurance policy;

• (p) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

• (q) incur any expenditures, other than in connection with the matters contemplated herein, public company requirements, including holding of the OV2 Meeting;

• (r) declare or pay any dividends or distribute any of its properties or assets to any Person;

• (s) incur or commit to incur any indebtedness for borrowed money or issue any debt securities; or

• (t) agree or commit to do any of the foregoing.

• 4.5 Notification of Certain Matters.

• (a) Each Party agrees to promptly notify the other Parties upon becoming aware of (i) any notice or other communication from any Person alleging that the consent of such Person may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any Litigation instituted or threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable possibility of an unfavorable outcome) against such Party or any its directors, officers or Affiliates, including by any stockholder of such Party, before any Governmental Entity, relating to or involving or otherwise affecting such Party or any of

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its Subsidiaries, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. No settlement of any such litigation shall be agreed to by the respective Party without the other Parties’ consent, not to be unreasonably withheld, conditioned or delayed.

• (b) Each Party agrees to promptly notify the other Parties upon becoming aware of (i) any facts or circumstances which could result in a decision from a court, patent office or other regulatory agency rendering any of such Party’s Intellectual Property invalid or unenforceable or (ii) any facts or circumstances, that would, or would reasonably be expected to, affect the validity or enforceability of any of such Party’s Intellectual Property or impair or constitute a Lien on such Party’s ability to transfer any of such Party’s Intellectual Property.

• 4.6 No Control of Other Party’s Business; Other Actions. Nothing contained in this Agreement is intended to give either party the right to control or direct any of the other Party’s operations prior to the Effective Time. Prior to the Effective Time, each Party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective business, assets and operations.

• 4.7 Required Company Vote.

• (a) Subject to Section 4.9, as promptly as practicable after the execution of this Agreement, OV2 and the Company shall cooperate in preparing such Company Stockholder written consent resolutions as may be required for the Required Company Vote. Each of OV2 and the Company shall also prepare and file any other document, schedule or statement required to be filed by such Party (a “ Required Filing ”). Each of OV2 and the Company shall promptly provide to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Company Stockholder written consent resolutions and any Required Filing pursuant to this Section 4.7, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in any Required Filing.

• (b) OV2 and the Company shall make all required filings with respect to the Merger and the transactions contemplated hereby under all applicable Securities Laws, including without limitation the Securities Act and the Exchange Act, with respect to OV2 the rules of the TSX-V, the rules of any stock exchange on which OV2’s securities or the Company’s securities, as applicable, are listed, applicable state and Canadian provincial securities and “blue sky” Laws and any applicable foreign securities Laws or with any foreign securities authorities. If at any time prior to the Effective Time, any information relating to OV2, EAC or the Company, or any of their respective Affiliates, officers or directors, should be discovered by OV2 or the Company that should be set forth in an amendment or supplement to any Required Filing, as applicable, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly (but in any event within one (1) Business Day) notify the other Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed and, to the extent required by Law, disseminated to the shareholders of the Company.

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• (c) The Company will (i) use its commercially reasonable efforts to obtain the Required Company Vote by the written consent of a majority of its voting stockholders, and (ii) otherwise comply with all legal requirements applicable for obtaining the Required Company Vote.

• (d) Each Party shall use its commercially reasonable efforts to ensure that the information supplied or to be supplied by such Party specifically for inclusion or incorporation in a Required Filing, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Party shall use its commercially reasonable efforts to ensure that the information supplied or to be supplied by such Party specifically for inclusion or incorporation in any Required Filing, at the time any such Required Filing is filed with the SEC, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.

• (e) The Company and OV2 shall cooperate with each other and each shall use (and shall cause their respective Subsidiaries to use) commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things necessary, proper or advisable on its part under this Agreement in connection with the Merger and the other transactions contemplated hereby as soon as practicable, including, without limitation, preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings, and all other Consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained.

• 4.8 OV2 Shareholder Approval. OV2 shall hold the OV2 Shareholder Meeting prior to the Closing Date and shall use its commercially reasonable efforts to obtain the OV2 Shareholder Approval at the OV2 Shareholder Meeting. OV2 will comply with all legal requirements applicable to the calling and holding of the OV2 Shareholder Meeting.

• 4.9 No Solicitation.

• (a) From the date of this Agreement until the earlier of the Effective Date and the date this Agreement is terminated in accordance with its terms, neither the Company nor any of its directors or officers shall directly or indirectly, solicit offers from, or in any manner knowingly encourage, any proposal relating to any merger, business combination or acquisition regarding the Company and/or the disposition of any corresponding interest in ECI.

• (b) From the date of this Agreement until the earlier of the Effective Date and the date this Agreement is terminated in accordance with its terms, neither OV2 nor any of its directors or officers shall directly or indirectly, solicit offers from, or in any manner knowingly encourage, any proposal relating to any merger, business combination or acquisition regarding OV2 and/or the disposition of any corresponding interest in EAC, and without limiting the generality of the foregoing, OV2 shall not induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (Ontario), for securities of OV2, or undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Merger, including, without limitation, allowing access to any third party (other than its Representatives) to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event OV2 or any of

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its Affiliates, including any of their officers or directors, receives any form of offer or inquiry in respect of any of the foregoing, OV2 shall forthwith (in any event within three Business Days following receipt) notify the Company of such offer or inquiry and provide the Company with such details as it may request.

4.10 Access to Information.

• (a) Upon reasonable notice, each Party shall (and shall cause its subsidiaries to) afford to the other Parties and their respective Representatives reasonable access during normal business hours, during the period prior to the Effective Time, to all its officers, employees, properties, offices, plants and other facilities and to all books and records, including financial statements, other financial data and monthly financial statements within the time such statements are customarily prepared, and, during such period, each Party shall (and shall cause its Subsidiaries to) furnish promptly to the other Party and its Representatives, consistent with its legal obligations, all other information concerning its business, properties and personnel as such Person may reasonably request. Each Party shall maintain an electronic data room assembled and made available to the other Parties prior to the date hereof until the earlier of the Effective Time and termination of this Agreement, and shall not revoke the other Parties’ or their respective Representatives’ access thereto or delete any materials therefrom prior to such time without the other Parties’ prior consent (such consent not to be unreasonably withheld, conditioned or delayed).

• (b) Each Party hereto will, and will cause its Representatives to, hold any such information that is non-public in confidence to the extent required by, and in accordance with, the provisions of that certain confidentiality agreement (the “ Confidentiality Agreement ”) dated July 13, 2020 between the Company and OV2. No investigation by any Party shall diminish, obviate or prevent any Party’s reliance upon any of the representations, warranties, covenants or agreements of the Company contained in this Agreement.

4.11 Consents; Reasonable Best Efforts.

• (a) The Company and OV2 shall cooperate with each other and each shall use (and shall cause their respective Subsidiaries to use) commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated hereby as soon as practicable, including, without limitation (but subject to Sections 4.7, 4.8, 4.15 and 4.16), preparing and filing as soon as practicable all documentation to effect all necessary undertakings, notices, reports and other filings and to obtain as soon as practicable all Governmental Approvals, and all other Consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Entity or other third party in order to consummate the Merger or any of the other transactions contemplated hereby, including with or from any works council, labor union or similar entity or governing body. Notwithstanding the immediately preceding sentence or anything to the contrary in this Agreement, no Party shall be required to sell, hold separate, divest, or otherwise dispose of any of its assets, or agree to conduct its business in a particular manner, in order to resolve any objections or suits (or threatened suits) that may be asserted by a Governmental Entity or other third party with respect to the Merger or the other transactions contemplated hereby as violative of any antitrust Law. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege (collectively, “ Legal Privilege ”), OV2 and

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the Company shall use commercially reasonable efforts to collaborate in reviewing and commenting on in advance, and to consult the other on, information relating to OV2 or the Company, as the case may be, and any of their respective Subsidiaries, that appears in (i) any filing made with, (ii) written materials submitted to, or (iii) oral statements made to, any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby. In connection with such collaboration, each of OV2 and the Company shall act reasonably and as promptly as practicable. OV2 and the Company will communicate with any governmental antitrust authority in respect of the transactions contemplated by this Agreement (other than communications that are not material or relate only to administrative matters) only after having consulted with the other’s advisors in advance and having taken into account any reasonable comments and requests of the other Party and its advisors. Where permitted by the governmental antitrust authority, OV2 and the Company will allow the other’s advisers to attend all meetings with any governmental antitrust authority or participate in any telephone calls or other such communications (other than meetings, telephone calls or communications that are not material or relate only to administrative matters).

• (b) Subject to applicable Laws and the preservation of any applicable Legal Privilege, OV2 and the Company each shall, upon request by the other, use commercially reasonable efforts to cooperate in obtaining, and furnish the other with all information concerning itself, the Subsidiaries, directors, officers, shareholders and stockholders and such other matters as may be reasonably necessary or advisable in connection with the OV2 Shareholder Meeting, any Required Filing or any other statements, filings, Governmental Approvals, notices or applications made by or on behalf of the Company, OV2 or any of their respective Subsidiaries to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby.

• (c) Subject to any confidentiality obligations and the preservation of any Legal Privilege, OV2 and the Company each shall use commercially reasonable efforts to keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by OV2 or the Company, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity or other third party with respect to the Merger and the other transactions contemplated hereby.

• (d) Subject to the provisions of Sections 4.9 and 4.10(b), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of OV2, EAC and the Company shall cooperate with each other and use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

• 4.12 Filing with State Office. Upon the terms and subject to the conditions of this Agreement, EAC and the Company shall execute and file the Articles of Merger with the office of the Secretary of State of the State of Florida in connection with the Closing.

• 4.13 Press Releases. The initial press release concerning the Agreement and the Merger shall be a joint release and, thereafter, so long as this Agreement is in effect, none of OV2, EAC or the Company

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will disseminate any press release or other public disclosure materially related to this Agreement, the Merger or any other transaction contemplated hereby, without the prior consent of the other Parties hereto; provided, that nothing in this Section 4.13 shall be deemed to prohibit any Party from making any disclosure that its outside legal counsel deems required by Law or the rules or regulations of any applicable securities exchange or Governmental Entity to which the relevant Party is subject or submits, wherever situated, in which case the Party required to make the release or announcement shall use its commercially reasonable efforts to allow each other Party reasonable time to comment on such release or announcement in advance of such issuance provided, further, that each of OV2 and the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by OV2 and the Company and do not reveal material, non-public information regarding the other Parties.

• 4.14 OV2 Loan. Subject to the receipt of all necessary approvals from the TSX-V, in the event the Company raises less than CAD$525,000 in the Concurrent Company Financing, OV2 shall, as soon as possible following the completion of the Concurrent OV2 Financing, advance the sum of CAD$100,000 to the Company (the “ OV2 Loan ”). The OV2 Loan will (i) bear interest at a rate of 4% per annum, (ii) be secured by a pledge of all of the Company’s present and after acquired assets and (iii) have a term expiring on the earlier of six months from the date of advance or the date on which this Agreement is terminated. OV2 agrees that in connection with the OV2 Loan it will enter into such subordination or intercreditor agreements with the Company’s existing secured lenders as such lenders may reasonably request. The proceeds of the OV2 Loan shall be used by the Company first, exclusively for the purposes of funding the preparation and audit of its financial statements for the year ended December 31, 2020 and second, to the extent funds are available thereafter, for operating capital. OV2’s obligation to make the OV2 Loan shall be subject to the receipt of all necessary approvals from the TSX-V, the execution of definitive loan and security documents in form and substance satisfactory to OV2 and the Company, acting reasonably and compliance with Section 7.4(b) of TSX-V Policy 2.4.

• 4.15 TSX-V Matters.

• (a) During the period prior to the Effective Time, OV2 shall continue to timely file or furnish all forms, reports, statements, schedules and other materials with the CSA required to be filed or furnished pursuant to the Ontario Securities Act, Canadian securities Laws or other applicable Canadian or foreign securities Laws.

• (b) OV2 and the Company agree to cooperate and use all reasonable commercial efforts to obtain the TSX-V Approval by the Effective Time. The Company acknowledges that TSXV Policies may require OV2 to retain a sponsor to provide a report to TSX-V in respect of the Merger or to obtain a formal valuation or appraisal of the Company as contemplated by Section 4.2(a) of TSX-V Policy 5.4. OV2 agrees to use reasonable commercial efforts to apply for and obtain a waiver from the TSX-V from the requirement to engage a sponsor. If a sponsor is required by the TSX-V, the Company will be responsible for identifying a sponsor and for the fees and expenses of the sponsor, provided that the identity of the sponsor and the terms of the sponsor’s engagement shall be acceptable to OV2, acting reasonably.

• 4.16 Filing Statement.

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• (a) As soon as reasonably practicable, following the date of this Agreement, OV2 and the Company agree to prepare and complete (or coordinate the preparation and completion of) the Filing Statement together with any other documents required by applicable Laws in connection with the Filing Statement and the Merger.

• (b) OV2 will ensure that the Filing Statement complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of the Company).

• (c) The Company will ensure that the Filing Statement complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of OV2 or EAC).

• (d) The Parties will each timely furnish all such necessary information, records, financial statements, studies and other information concerning each Party, respectively, as may be reasonably required in the preparation of the Filing Statement and other documents related thereto.

• (e) OV2, the Company and their respective legal counsel and auditors will be given a reasonable opportunity to review and comment on the Filing Statement and other documents related thereto before they become final, and the Filing Statement will be in form and content satisfactory to OV2 and the Company, acting reasonably.

• (f) OV2 and the Company will file (or cause to be filed) with the TSX-V the Filing Statement, not later than seven (7) Business Days prior to the Effective Time (unless abridged by the TSX-V), and all other documentation required in connection with the Merger and the Filing Statement by the TSX-V. Notwithstanding the foregoing, OV2 and the Company will not deliver and file the Filing Statement with the TSX-V until OV2 and the Company have confirmed that the form of Filing Statement is acceptable to each, acting reasonably.

• (g) The Parties will keep each other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with the TSX-V in respect of the Filing Statement or the Transaction, and will not participate in such material communications or meetings without giving the other Party and their respective counsel the opportunity to participate therein.

• (h) The Parties will promptly notify each other,

• (i) if at any time before the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, it becomes aware that the Filing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Filing Statement, and each Party will co-operate in the preparation of any amendment or supplement to the

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Filing Statement, as required or appropriate, and OV2, with the consent of the Company, will promptly file any amendment or supplement to the Filing Statement on the CSA’s System for Electronic Document Analysis and Retrieval (“SEDAR”), and, if required, mail or otherwise disseminate any amendment or supplement to the Filing Statement to its shareholders; and

  - (ii) of any legal or Government Entity action, suit, judgment, investigation, injunction, complaint, action, suit, motion, judgement, regulatory investigation, regulatory proceeding or similar proceeding by any Person, Government Entity or other regulatory body, whether actual or threatened, with respect to the Merger or which could otherwise delay or impede the transactions contemplated by this Agreement.

• 4.17 OV2 Board of Directors. Each of the Parties hereby agrees that concurrently with the completion of the Merger as at the Effective Time, all of the current directors and officers of OV2 shall resign without payment by or any liability to any of the Parties or the Surviving Corporation, and each such director and officer shall execute and deliver a mutual release in favour of OV2 and the Surviving Corporation, in a form acceptable to the Parties, and the board of directors of OV2 shall be reconstituted at the discretion of the Company.

• 4.18 Securities Law Matters.

• (a) The Company understands that (i) the Merger Consideration issuable hereunder will not be registered under the Securities Act in reliance on one or more exemptions from registration under the Securities Act, including pursuant to Section 4(a)(2) thereof, (ii) the issuance of the Merger Consideration hereunder will constitute a distribution of securities that is exempt from the prospectus requirement of applicable Canadian Securities Laws and (iii) OV2 has no obligation or present intention of filing with the SEC or with any state securities administrator any registration statement in respect of resales of the Merger Consideration in the United States.

• (b) Notwithstanding anything else to the contrary in this Agreement, OV2 shall not be required to issue Merger Consideration to any holder of Company Common Stock unless such distribution may be made in accordance with all applicable Securities Laws and without any requirement to file a registration statement or prospectus in respect of such distribution.

• (c) Prior to Closing, the Company shall take reasonable steps within the meaning of Rule 506(c)(ii) of Regulation D of the Securities Act to verify whether, as of the Closing Date, a recipient of Merger Consideration is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, or is otherwise exempt from the registration requirements of the Securities Act pursuant to an available exemption from such registration, and shall advise OV2 of the results of such verification. Following Closing, OV2 shall make all necessary filings with the SEC and U.S. state securities commissions, including a Report on Form D, if required, and comply with all such Securities Laws, as applicable, in connection with the sale of the OV2 Common Shares to the Company’s stockholders.

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ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent.

The obligations of the Company, OV2 and EAC to effect the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver (other than the Required Company Vote and OV2 Shareholder Approval, neither of which may be waived in any circumstance) on or prior to the Closing Date of the following conditions:

• (a) Company Shareholder Approval. The Company shall have obtained the Required Company Vote in connection with the approval and adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement.

• (b) TSX-V Approval. TSX-V Approval shall have been obtained and the OV2 Common Shares to be issued pursuant to this Agreement to shall have been conditionally approved for listing on the TSX-V, subject to standard conditions on the Effective Date or as soon as practicable thereafter.

• (c) Concurrent OV2 Financing. The Concurrent OV2 Financing shall have been completed and the subscription receipts of OV2 shall have been exchanged for units of OV2 pursuant to the provisions of this Agreement and the subscription receipts.

• (d) Concurrent Company Financing. The Concurrent Company Financing shall have been completed.

• (e) No Injunctions or Restraints, Illegality. No statute, rule, regulation, executive order, decree or ruling, shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Entity of competent jurisdiction shall be in effect, having the effect of making the Merger or the other transactions contemplated hereby illegal or otherwise prohibiting consummation of the Merger or the other transactions contemplated hereby; provided, that the provisions of this Section 5.1(e) shall not be available to any Party whose failure to fulfill its obligations pursuant to Section 4.11 shall have been the cause of, or shall have resulted in, such order or injunction.

• (f) Consents and Approvals. All consents, waivers, authorizations and approvals of any Governmental Entity or any third party required in connection with the execution, delivery and performance of this Agreement and the other transactions contemplated hereby set forth on Section 5.1(e) of the Company Disclosure Schedule and Section 5.1(e) of the OV2 Disclosure Schedule shall have been duly obtained and shall be in full force and effect on the Closing Date, on terms satisfactory to the Parties.

• (g) Distribution Matters. The distribution of OV2 Common Shares pursuant to the transactions contemplated herein will be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators). The distribution of OV2 Common Shares within the United States pursuant to the transactions contemplated herein will be exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. On

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the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the OV2 Common Shares or the Company Common Stock shall be in effect.

• (h) Actions. No action or proceeding will be pending or threatened by any Person, and there is no order, directive, judgment, decree, award, injunction, bylaws, decision or ruling of, or undertaking to, or notice from any Governmental Entity, to (or seeking to) enjoin, restrict or prohibit, on a temporary or permanent basis, any of the transactions contemplated by this Agreement or any of the Ancillary Documents or imposing any terms or conditions on the transactions contemplated by this Agreement or any of the Ancillary Agreements.

• (i) Termination. This Agreement shall not have been terminated in accordance with its terms.

• (j) Resale Restrictions.

• (i) At least 50% of the Company Common Stock held by all stockholders of the Company, excluding (A) Company Common Stock contemplated in Section 5.1(i)(ii), and (iii) below and (B) Company Common Stock held by those persons who will be Principals (as such term is defined by the TSX-V) of OV2 post Closing, will be subject to written agreements imposing voluntary resale restrictions as follows: 50% of OV2 Post-Consolidated Shares issued to such holders will be non-transferrable for 6 months following Closing, with the remaining 50% non-transferrable for 9 months following Closing.

• (ii) At least 50% of the Company Common Stock held by the stockholders of the Company who received shares pursuant to the convertible loan settlement agreement dated made as of the September 30, 2020, as updated and revised on November 20, 2020, will be subject to written agreements imposing voluntary resale restrictions as follows: 50% of the OV2 Post-Consolidated Shares issued to such holders will be non-transferrable for 6 months following Closing.

5.2 Conditions to Obligations of OV2 and EAC.

The obligations of OV2 and EAC to effect the Merger and the other transactions contemplated hereby are subject to the satisfaction, or waiver by OV2, on or prior to the Closing Date, of the following additional conditions:

• (a) Representations and Warranties. The representations and warranties of the Company set forth in Article 2 of this Agreement shall be true and correct (without giving effect to any limitation indicated by the words “ Company Material Adverse Effect ,” “in all material respects,” “in any material respect,” “material” or “materially” used with respect to the Company or ECI) as of the Closing Date, as if made at and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date), except for such inaccuracies which, individually or in the aggregate do not and would not reasonably be expected to result in a Company Material Adverse Effect (other than the representations and warranties of the Company set forth in Section 2.6, which shall be true and correct in all respects other than for de minimus inaccuracies).

• (b) Performance of Obligations of the Company. The Company shall have performed in all material respects and complied in all material respects with all agreements and covenants

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required to be performed or complied with by it under this Agreement at or prior to the Closing Date.

• (c) No Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date of this Agreement and be continuing and uncured.

• (d)

Closing Deliveries.

• (i) Officer Certificate . OV2 shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 5.2(a), 5.2(b) and 5.2(c).

• (ii) Secretary Certificate of the Company . The Company shall have delivered to OV2, a certificate executed by the Company’s secretary or other executive officer, certifying as to the validity and effectiveness of, and attaching, each of the following: (A) a copy of the Company’s Articles of Incorporation as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company Board authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is a party or bound, the consummation of the Merger and the other transactions contemplated hereby and thereby, and recommending the approval and adoption of the same by the holders of Company Common Stock at a duly called meeting of thereof, (C) evidence of the Required Company Vote and (D) the incumbency of officers of the Company authorized to execute this Agreement and any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

• (iii) Good Standing . The Company shall have delivered to OV2 a good standing certificate (or similar documents applicable for such jurisdictions) for the Company and ECI certified as of a date no later than five (5) days prior to the Closing Date from the proper Governmental Entity of the Company’s jurisdiction of organization and from each other jurisdiction in which the Company is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

5.3 Conditions to Obligations of the Company.

The obligations of the Company to effect the Merger and the other transactions contemplated hereby are subject to the satisfaction of, or waiver by the Company, on or prior to the Closing Date of the following additional conditions:

• (a) OV2 Pre-Closing Reorganization. The OV2 Pre-Closing Reorganization shall have been completed.

• (b) Representations and Warranties. The representations and warranties of OV2 and EAC set forth in Article 3 of this Agreement shall be true and correct (without giving effect to any limitation indicated by the words “ OV2 Material Adverse Effect ,” “in all material respects,” “in any material respect,” “material” or “materially” used with respect to OV2 or EAC) as of the Closing Date, as if made at and as of such date (except those

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representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date), except for such inaccuracies which, individually or in the aggregate do not and would not reasonably be expected to result in a OV2 Material Adverse Effect (other than the representations and warranties of OV2 set forth in Section 3.6, which shall be true and correct in all respects other than for de minimus inaccuracies)

• (c) Performance of Obligations of OV2. OV2 shall have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date.

• (d) Shareholder Approval. OV2 shall have obtained the OV2 Shareholder Approval. OV2 shall have completed and filed all necessary documents in accordance with the CBCA and the Business Corporations Act (British Columbia) in respect of the matters to be approved at the OV2 Meeting.

• (e) No OV2 Material Adverse Effect. No OV2 Material Adverse Effect shall have occurred since the date of this Agreement and be continuing and uncured.

• (f) Closing Deliveries.

• (i) Officer Certificate . OV2 shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of OV2 in such capacity, certifying as to the satisfaction of the conditions specified in Sections 5.3(a), 5.3(c) and 5.3(e).

• (ii) Secretary Certificate . OV2 shall have delivered to the Company a certificate executed by OV2’s chief executive officer and chief financial officer, certifying as to the validity and effectiveness of, and attaching, each of the following: (A) copies of OV2’s and OV2’s Subsidiaries’ Organizational Documents as in effect as of the Closing Date, showing that OV2 has authorized sufficient OV2 Common Shares to permit the issuance of the Merger Consideration in accordance with this Agreement, (B) the requisite resolutions of the OV2 Board authorizing and approving the execution, delivery and performance of the Merger, this Agreement, the Plan of Merger, each of the Ancillary Documents to which it is a party or by which it is bound, the consummation of the transactions contemplated hereby and thereby, the adoption of the Articles of Incorporation of EAC, and recommending the approval and adoption of all of the foregoing by the OV2 Shareholders at a duly called meeting of OV2 Shareholders, (C) evidence that the OV2 Shareholder Approval shall have been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which OV2 is or is required to be a party or otherwise bound.

• (iii) Good Standing . OV2 shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions) for OV2 and each OV2 Subsidiary, certified as of a date no later than two (2) days prior to the Closing Date from the proper Governmental Entity of the relevant jurisdiction of organization and from each other jurisdiction in which OV2 is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

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• (iv) Resignations . The Company shall have received written resignations, effective as of the Closing, of each of the directors and officers of OV2 and EAC, in a form acceptable to the Company, acting reasonably, to give effect to Section 4.17. Each such director and officer shall have executed and delivered a mutual release in favour of the Company, OV2, EAC and the Surviving Corporation, in a form acceptable to the Company, acting reasonably.

• (v) Shareholder Equity . OV2 shall have shareholders equity (total assets minus total liabilities) of not less than CAD$250,000 as at the Effective Time.

• (g) Subsidiaries. OV2 shall have dissolved all Subsidiaries (including 1221126 B.C. Ltd.) except EAC.

• (h)

• Business Matters.

• (i) OV2 and EAC shall have no operations and no assets other than cash and cash equivalents. At the time of the completion of the Merger, OV2 and the OV2 Subsidiaries have no Liabilities other than those made in connection with the Merger. At the time of the completion of the Merger, OV2 and EAC shall not be subject to any Liens.

• (ii) OV2 shall have no liabilities, other than those incurred directly in connection with the transactions contemplated herein or in the ordinary course of maintaining a reporting issuer.

• (iii) The OV2 Common Shares to be issued pursuant to the Business Combination shall be issued as fully paid and non-assessable shares in the capital of OV2, free and clear of any and all encumbrances, Liens, charges and demands of whatsoever nature, except those imposed pursuant to escrow restrictions of the TSX-V and applicable restrictions on resale imposed by U.S. securities laws, in each case as applicable.

ARTICLE 6 TERMINATION

• 6.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Required Company Vote or the OV2 Shareholder Approval (except as otherwise expressly noted):

• (a) by mutual written consent of OV2 and the Company, by action of their respective boards of directors;

• (b) by written notice by either the Company or OV2 if:

  • (i) the Effective Time shall not have occurred on or before July 31, 2021 (the “ Termination Date ”); provided that the right to terminate this Agreement under this Section 6.1(b)(i) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the primary cause of the failure of the Effective Time to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement;

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  • (ii) any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting or making illegal the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and non-appealable; provided that the Party seeking to terminate this Agreement pursuant to this Section 6.1(b)(ii) shall have used its commercially reasonable efforts to remove such restraint or prohibition as required by this Agreement; and provided, further, that the right to terminate this Agreement pursuant to this Section 6.1(b)(ii) shall not be available to any Party whose material breach of any provision of this Agreement results in the imposition of such order, decree or ruling or the failure of such order, decree or ruling to be resisted, resolved or lifted;

  • (iii) if a prospectus, as opposed to a Filing Statement, becomes required as a condition to complete the Merger and/or list the OV2 Common Shares on the TSX-V; or

  • (iii) the Required Company Vote shall not have been obtained;

  • (iv) the OV2 Meeting shall have been conducted and the OV2 Shareholder Approval shall not have been obtained; or

  • (v) the Concurrent Company Financing is not completed on or before the date that is 30 calendar days from the date of this Agreement;

• (c) by written notice by OV2, if the Company shall have breached or failed to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (A) is not cured by the Company within thirty (30) days following receipt by the Company of written notice of such breach or failure to perform from OV2 (or, if earlier, the Termination Date), and (B) would result in a failure of any condition set forth in Sections 5.1 or 5.2; provided that OV2’s right to terminate this Agreement pursuant to this Section 6.1(c) shall not be available if OV2 or EAC is then in material breach of any of its representations, warranties, covenants or agreements hereunder that would result in the conditions to Closing set forth in Sections 5.1 or 5.3 not being satisfied; and

• (d) by written notice by the Company, if OV2 or EAC shall have breached or failed to perform in any respect any of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (A) is not cured within thirty (30) days following receipt by OV2 of written notice of such breach or failure to perform from the Company (or, if earlier, the Termination Date), and (B) would result in a failure of any condition set forth in Sections 5.1 or 5.3; provided, that the Company’s right to terminate this Agreement pursuant to this Section 6.1(d) shall not be available if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder that would result in the conditions to Closing set forth in Sections 5.1 or 5.2 not being satisfied.

• 6.2 Effect of Termination. Except as provided in this Section 6.2, in the event of termination of this Agreement by either the Company or OV2 as provided in Section 6.1, this Agreement (other than Section 4.10(b), 4.13, 6.2, 6.3 and Article 7) shall forthwith become void and there shall be no liability or obligation on the part of OV2, EAC or the Company or their respective Representatives; provided, that the termination of this Agreement shall not relieve any Party from any liability for

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any fraud, intentional misrepresentation or intentional and material breach of this Agreement prior to termination.

• 6.3 Expenses. Except as otherwise provided herein, including as set forth in Section 6.2, all Expenses shall be borne by the Party incurring such Expenses.

ARTICLE 7 MISCELLANEOUS

7.1 Definitions.

Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

“ Affiliate ” of a Person means any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person.

“ Ancillary Documents ” means each agreement, instrument or document attached hereto as an Exhibit and the other agreements, certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement.

“ Arm’s Length ” has the meaning ascribed thereto in the Tax Act.

“ Business Day ” means a day except (i) a Saturday, (ii) a Sunday, (iii) another day on which the SEC or banks in the City of New York are authorized or required by Law to be closed or (iv) a statutory or civic holiday in Vancouver, British Columbia.

“ Canadian Resident Shareholder ” means a beneficial holder of shares of the Company who (i) for purposes of the Tax Act is either resident in Canada or a “Canadian partnership” and (ii) has executed an Exchange Agreement at least five Business Days prior to the Closing Date.

“ CBCA ” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time, and includes any successor thereto.

“ Company Common Stock ” means the common stock, par value $0.0001 per share, of the Company.

“ Company Convertible Debentures ” means the following convertible debentures of the Company: principal amount of $996,829.76 convertible debentures issued in 2020 that are convertible into Company Common Stock concurrent with Closing in accordance with their terms at a 50% discount to the price of the Concurrent OV2 Financing.

“ Company Disclosure Schedule ” means the written information set forth in a Disclosure Schedule delivered as of the date of this Agreement to OV2.

“ Company Financial Statements ” means (i) the audited consolidated financial statements of the Company and ECI as and for the fiscal years ended December 31, 2018, 2017 and 2016 (including the notes thereto) prepared in accordance with IFRS, (ii) the unaudited consolidated financial statements of the Company and ECI as and for the fiscal year ended December 31, 2019, and (iii) the unaudited consolidated financial statements of the Company and ECI as and for the fiscal year ended December 31, 2020.

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“ Company IP ” means: (a) all Intellectual Property relating to the assets, operations, or business in which the Company and ECI have an ownership interest; and (b) all other Intellectual Property which the Company and ECI knowingly use and exploit in connection with its business or operations.

“ Company Material Adverse Effect ” means any state of facts, event, change, circumstance, development, effect or occurrence which, individually or together with any other state of facts, event, change, circumstance, development, effect or occurrence, has or would reasonably be expected to have a material adverse impact on the assets, properties, capitalization, condition (financial or otherwise), financial position, business or results of operations of the Company Entities, taken as a whole; provided, that “Company Material Adverse Effect” shall be deemed to exclude the impact of (A) changes after the date hereof in Laws (or interpretations thereof) of general applicability or interpretations thereof by Governmental Entities, (B) changes or modifications after the date hereof in IFRS, GAAP, or regulatory accounting requirements, (C) actions and omissions of the Company or ECI taken with the prior written consent of OV2, (D) the public announcement of this Agreement, including, without limitation, any shareholder litigation related to this Agreement, (E) general conditions of the securities markets, national or international economic, financial, political or business conditions, including the engagement by the United States or Canada in hostilities, whether or not pursuant to a declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, Canada or any of their respective territories, possession or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States or Canada, (F) any natural disaster or act of God; or (G) any matter specifically disclosed in the Company Disclosure Schedule; provided, that state of facts, events, changes, circumstances, developments, effects or occurrences referred to in clauses (A), (B), (E) and (F) above shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect if and to the extent such state of facts, events, changes, circumstances, developments, effects or occurrences has had or could reasonably be expected to have a disproportionate adverse effect on the Company Entities, as compared to other companies operating in the industry or territory in which the Company or ECI operate; or (ii) the ability of the Company to perform its obligations under this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement.

“ Company Material Contract ” means any Contract that is binding upon the Company or ECI and that: (i) would be required to be filed by the Company as a “material contract” under Canadian Securities Laws; (ii) contains covenants that limit the ability of the Company or ECI (or which, following the consummation of the Merger, could restrict or purport to restrict the ability of the Surviving Corporation or OV2 or any of their Affiliates) to compete in any business or with any Person or in any geographic area; (iii) involves the payment to or from the Company or ECI of $100,000 or more; (iv) relates to material Company Intellectual Property (excluding contracts for the use of commercially available software); (v) relates to indebtedness for borrowed money or any third-party financial guaranty, in each case in excess of $100,000; (vi) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interest of another Person, which acquisition or disposition has yet to be consummated; or (viii) contains a “standstill” or similar provision that restricts the ability of the Company, ECI or any of their respective Affiliates to acquire any of the securities or assets of a third party or such third party’s Affiliates.

“ Company Preferred Stock ” means the non-convertible voting preferred stock, par value $0.0001 per share, of the Company.

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“ Company Stockholders’ Meeting ” means, if necessary, the meeting of the stockholders of the Company to approve and adopt this Agreement, the Merger and the transactions contemplated hereby, including any adjournment or adjournments thereof.

“ Company Warrants ” means warrants to purchase an aggregate of 68,040 shares of Company Common Stock at a price of USD$0.25 per share until October 22, 2022.

“ Concurrent Company Financing ” means the non-brokered private placement of units of the Company for minimum aggregate gross proceeds of CAD$425,000 and maximum aggregate gross proceeds of CAD$1,000,000, at a price per unit of CAD$0.25, to be completed on or before 30 calendar days from the date of this Agreement on terms and conditions to be mutually agreed upon by OV2 and the Company. Each unit shall be comprised of one Company Common Stock and onehalf of one Company Common Stock purchase warrant with each whole Company Common Stock purchase warrant exercisable at CAD$0.40 for 24 months from issuance. The Company will issue broker warrants to purchase up to 8% of the aggregate number of units issued pursuant to the Concurrent Company Financing, at a price of CAD$0.25 for a period of 24 months from the closing date of the Concurrent Company Financing, to be issued to certain brokers as compensation for introducing investors who participate in the Concurrent Company Financing.

“ Concurrent OV2 Financing ” means the non-brokered private placement of subscription receipts of OV2 for minimum aggregate gross proceeds equal to CAD$3,000,000 less the amount raised in the Concurrent Company Financing and maximum aggregate gross proceeds equal to CAD$3,000,000, at a price per subscription receipt of CAD$0.25, to be completed prior to the Effective Time on terms and conditions to be mutually agreed upon by OV2 and the Company. Each subscription receipt will be automatically exchanged for one unit of OV2 upon satisfaction of escrow release conditions satisfactory to the Company and to OV2. Each unit will be comprised of one Post-Consolidation Share and one-half of one Post-Consolidation Share purchase warrant with each whole Post-Consolidation Share purchase warrant exercisable at CAD$0.40 for 24 months from issuance.

“ Consent ” means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order or Permit.

“ Consulting Fee ” means the fee payable to Canaccord Genuity Corp. for consulting services, payable through the issuance of 1,300,000 shares of Company Common Stock, to be issued immediately prior to the Effective Time.

“ Contract ” means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, license, obligation, plan, practice, restriction, promise, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business.

“ CSA ” means the Canadian Securities Administrators.

“ Default ” means (i) any breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit; (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law, Order, or Permit; or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or modify

• 47 -

or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Law, Order, or Permit.

“ EAC Common Stock ” means the common stock, par value $0.01 per share, of EAC.

“ ECI ” means EasTower Communications, Inc., a wholly-owned subsidiary of the Company.

“ Environmental Laws ” means all foreign, federal, state, provincial, or local statutes, regulations, ordinances, orders, judgments, codes, decrees or other legal requirements protecting the environment, including the ambient air, soil, surface water or groundwater or natural resources, pollution or human exposure to Materials of Environmental Concern.

“ Environmental Permits ” means all permits, licenses, registrations, and other authorizations of Governmental Entities required under applicable Environmental Laws.

“ Exchange Act ” means the Securities Exchange Act of 1934 , as amended.

“ Exchange Agreement ” means a share exchange agreement between OV2 and each Canadian Resident Shareholder for the purposes of the share exchange contemplated in Section 1.14 hereof on terms and conditions satisfactory to OV2 and the Company, each acting reasonably.

“ Exchange Ratio ” means the number of OV2 Post-Consolidated Shares to be issued for every share of Company Common Stock pursuant to the Merger, which shall be one-for-one.

“ Exhibit ” means the Exhibits so marked, copies of which are attached to this Agreement. Such Exhibits are hereby incorporated by reference herein and made a part hereof, and may be referred to in this Agreement and any other related instrument or document without being attached hereto or thereto.

“ Expenses ” of a Person means all fees and expenses, including all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party hereto and its Affiliates), incurred by or on behalf of such Person in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Confidentiality Agreement and the transactions contemplated hereby and thereby, including the preparation, printing, filing and mailing, as the case may be, of any documents related to the Required Company Vote or the OV2 Meeting, and any amendments or supplements thereto, and the solicitation of shareholder approval and all other matters related to the transactions contemplated hereby.

“ Filing Statement ” means the filing statement of OV2 to be prepared and delivered in accordance with Section 4.16 of this Agreement disclosing the Merger, including all schedules, appendices and exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time;

“ Finder’s Fee ” means 1,200,000 shares of Company Common Stock issuable as the “Finder’s Fee” pursuant to the terms of the Finder’s Fee Agreement.

“ Finder’s Fee Agreement ” means the Finder’s Fee Agreement dated as of the date hereof among the Company, Starber Enterprises Inc., OV2 Capital Inc., Babak Pedram and Elizabeth Adamou.

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“ GAAP ” means United States generally accepted accounting principles, consistently applied during the periods involved.

“ Governmental Entity ” shall mean any foreign, multinational, supra-national, or domestic arbitrator, court, nation, governmental or quasi-governmental agency, government, any state, provincial, or other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government.

“ Government Official ” means: (i) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity; (ii) any salaried political party official, elected member of political office or candidate for political office; or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

“ Hazardous Substance ” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material or contaminant deemed under any Environmental Law to be deleterious to the environment or worker or public health or safety.

“ IFRS ” means International Financial Reporting Standards, consistently applied during the periods involved.

“ IRS ” means the United States Internal Revenue Service.

“ Intellectual Property ” means all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world including all: (i) patents and patent applications, formulae, processes, and inventions and discoveries, whether or not patentable or otherwise subject to registration; (ii) trademarks, service marks, and trade dress trade names, service marks, logos, slogans, and other indicia of origin, and the goodwill associated therewith; (iii) rights in or associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (iv) trade secrets, know-how; and all similar proprietary right; (v) software, software code (in any form, including source code, executable code and object code), subroutines, techniques, and user interfaces and (vi) all registrations, renewals, extensions, combinations, divisions or reissues of, and applications for, any of the rights referred to in the immediately preceding clauses (i) through (v).

“ Knowledge ” as used with respect to (i) the Company (including references to the Company being aware of a particular matter) means the personal knowledge after reasonable inquiry of Vlado P. Hreljanovic, and (ii) OV2 (including references to OV2 being aware of a particular matter) means the personal Knowledge after reasonable inquiry of its Chief Executive Officer or Chief Financial Officer.

“ Law ” means any foreign, federal, state, provincial or local law, statute, code, ordinance, rule, regulation or other requirement.

“ Legal Proceeding ” means any action, suit, litigation, arbitration, proceeding, (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any arbitrator or arbitration panel.

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“ Liability ” means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.

“ Lien ” means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, lien, mortgage, pledge, reservation, restriction, security interest, title retention or other security arrangement, or any charge of any nature whatsoever of, on, or with respect to any property or property interest, other than (i) liens reflected (or with respect to liabilities reflected) in the most recent audited financial statements of the Company or ECI or OV2 or EAC, as applicable; (ii) mechanics’, materialmen’s, workmen’s or similar liens; (iii) easements, rights of way or similar encumbrances that do not materially interfere with the operations of the business of the Company and ECI, or the OV2 Entities, as applicable, as presently conducted; (iv) liens for Taxes and all water, sewer, utility, trash and other similar charges, in each case that are not yet due and payable or are being contested in good faith; (v) with respect to Article 4 hereof, all matters created or caused by or on behalf of, or with the written consent of, the Parties; and (vi) restrictions on transfers arising under applicable securities Laws.

“ Materials of Environmental Concern ” means any pollutants or contaminants or any hazardous, acutely hazardous, radioactive or toxic substance, material or medical or other waste defined and regulated as such under Environmental Laws.

“ Name Change ” means the change of name of OV2 to “Eastower Group Holdings Inc.”, or such other name as the parties may agree upon and that shall be approved by all applicable regulatory authorities prior to Closing.

“ Ontario Securities Act ” means that the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“ Order ” means any administrative award, settlement, decree, injunction, judgment, quasi-judicial decision or award, ruling or writ of any Governmental Entity.

“ Organizational Documents ” means with respect to any entity, the certificate or articles of incorporation and bylaws of such entity or any similar charter or other organizational documents of such entity.

“ OV2 Broker Warrants ” means warrants to purchase up to 8% of the aggregate number of subscription receipts issued pursuant to the Concurrent OV2 Financing, at a price of CAD$0.25 for a period of 24 months from the Closing Date, to be issued to certain brokers as compensation for introducing investors who participate in the Concurrent OV2 Financing.

“ OV2 Common Shares ” means the common shares, no par value per share, of OV2.

“ OV2 Consolidation ” means the consolidation of OV2 Common Shares on the basis of 0.79730908 of a OV2 Post-Consolidated Common Share for every one OV2 Common Share, and the corresponding adjustments to the OV2 Options in accordance with the terms of the OV2 Stock Option Plan.

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“ OV2 Continuance ” means the continuance of OV2 from a corporation governed by the CBCA to a corporation governed by the Business Corporations Act (British Columbia).

“ OV2 Disclosure Schedule ” means the written information set forth in the Disclosure Schedule delivered as of the date of this Agreement by OV2 to the Company.

“ OV2 Entities ” means, collectively, OV2 and EAC.

“ OV2 Material Adverse Effect ” means any state of facts, event, change, circumstance, development, effect or occurrence which, individually or together with any other state of facts, event, change, circumstance, development, effect or occurrence, has or would reasonably be expected to have a material adverse impact on (i) the assets, properties, capitalization, condition (financial or otherwise), financial position, business or results of operations of the OV2 Entities, taken as a whole; provided, that “ OV2 Material Adverse Effect ” shall be deemed to exclude the impact of (A) changes after the date hereof in Laws (or interpretations thereof) of general applicability or interpretations thereof by Governmental Entities, (B) changes or modifications after the date hereof in IFRS, regulatory accounting requirements, (C) actions and omissions of any OV2 Entity taken with the prior written consent of the Company, (D) the public announcement of this Agreement, including, without limitation, any shareholder litigation related to this Agreement, (E) changes in the market price or trading volume of OV2 Common Shares (it being understood that any cause of any such change may be taken into consideration when determining whether a OV2 Material Adverse Effect has occurred or could reasonably be expected to occur, unless such cause is otherwise excluded), (F) general national or international economic, financial, political or business conditions including the engagement by the United States or Canada or in hostilities, whether or not pursuant to a declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or Canada or any of their respective territories, possession or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States or Canada or (G) any natural disaster or act of God, provided, that state of facts, events, changes, circumstances, developments, effects or occurrences referred to in clauses (A), (B), (F) and (G) above shall be considered for purposes of determining whether there has been or could reasonably be expected to be a OV2 Material Adverse Effect if and to the extent such state of facts, events, changes, circumstances, developments, effects or occurrences has had or would reasonably be expected to have a disproportionate adverse effect on the OV2 Entities, as compared to other companies operating in the industry or territory in which the OV2 Entities operate; or (ii) the ability of OV2 to perform its obligations under this Agreement or the Ancillary Documents or to consummate the Merger or the other transactions contemplated by this Agreement or the Ancillary Documents.

“ OV2 Material Contract ” means any Contract that is binding upon OV2 or any OV2 Subsidiary and that: (i) would be required to be filed by OV2 as a “material contract” under Canadian Securities Laws; (ii) contains covenants that limit the ability of OV2 or any OV2 Subsidiary (or which, following the consummation of the Merger, could restrict or purport to restrict the ability of the Surviving Corporation or any of its Affiliates) to compete in any business or with any Person or in any geographic area; (iii) involves the payment to or from such entity of $15,000 or more; (iv) relates to indebtedness for borrowed money or any third-party financial guaranty, in each case in excess of $15,000; (v) involves any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial Contract, or other derivative Contract, or any other interest rate or foreign currency protection Contract; (vi) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interest of another Person, which acquisition or disposition has yet to be consummated; or (vii) contains a “standstill”

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or similar provision that restricts the ability of OV2, the OV2 Subsidiaries or any of their respective Affiliates to acquire any of the securities or assets of a third party or such third party’s Affiliates.

“ OV2 Meeting ” means the special meeting of the OV2 Shareholders to be held to consider, among other things, the matters for OV2 Shareholder Approval.

“ OV2 Options ” means options to purchase OV2 Common Shares granted under the OV2 Stock Option Plan.

“ OV2 Post-Consolidated Shares ” means the OV2 Common Shares after giving effect to the OV2 Consolidation.

“ OV2 Pre-Closing Reorganization ” means the reorganization comprised of: (i) the OV2 Consolidation; (ii) the Name Change, and (iii) the OV2 Continuance.

“ OV2 Public Documents ” means any document filed by OV2 on SEDAR.

“ OV2 Shareholder Approval ” means resolutions of the OV2 Shareholders to be sought by OV2 at the OV2 Meeting approving (i) the OV2 Pre-Closing Reorganization and (ii) the Finder’s Fee Agreement, as it relates to any Non-Arm’s Length Party (as defined in TSX-V Policy 1.1) of OV2.

“ OV2 Shareholders ” means the registered and/or beneficial holders of OV2 Common Shares (or OV2 Post-Consolidated Shares, as applicable), as the context requires.

“ OV2 Stock Option Plan ” means OV2’s stock option plan established and approved on April 21, 2017.

“ Party ” means any of OV2, EAC or the Company, and “ Parties ” means OV2, EAC and the Company.

“ Permit ” means any federal, state, local and foreign governmental approval, authorization, certificate, easement, filing, franchise, license, notice, permit or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person or its securities, assets, or business.

“ Person ” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity.

“ Registered IP ” means all Intellectual Property that is registered, filed, recorded, or issued with, by or under the authority of any Governmental Entity, including all patents, registered copyrights, registered mask works, and registered trademarks and all applications for any of the foregoing;

“ Regulatory Authorities ” means, collectively, the SEC, the Financial Industry Regulatory Authority, the TSX-V, the Federal Trade Commission, the Department of Justice, any state securities commission or securities regulatory authority, any securities commission or other securities regulatory authorities in each of the provinces of Canada or in the U.S., and all other foreign, federal, state, provincial, county, local or other governmental or regulatory agencies, authorities (including taxing and self-regulatory authorities), instrumentalities (whether domestic or foreign) having jurisdiction over the Parties and their respective Subsidiaries.

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“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any property, including movement through air, soil, surface water, groundwater or property.

“ Representative ” means any director, officer, employee, Affiliate, investment banker, financial advisor, attorney, accountant, consultant or other representative or agent engaged by a Person.

“ Required Company Vote ” means the affirmative vote either by (i) written consent resolutions of the stockholders of the Company; or (ii) at an annual or special meeting of the stockholders of the Company, at which a quorum is present in accordance with the FBCA and the bylaws of the Company, of holders of the Company Common Stock representing at least a majority of the voting power of the stockholders.

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

“ Securities Act ” means the Securities Act of 1933 , as amended.

“ Securities Laws ” means, as applicable, the Securities Act, the Exchange Act, the Investment Company Act of 1940 , as amended, the Investment Advisors Act of 1940 , as amended, the Trust Indenture Act of 1939, as amended, U.S. and state securities laws, the Ontario Securities Act, Canadian provincial laws and the rules and regulations and published policies of any Regulatory Authority as now in effect and as they may be promulgated or amended thereunder, from time to time.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“ Surviving Corporation ” means the Company as the surviving corporation in the Merger.

“ Tax ” or “ Taxes ” means any federal, state, provincial, county, local, or foreign taxes, charges, fees, levies, imposts, duties or other assessments, including, without limitation, income, gross receipts, excise, employment, sales, use, transfer, recording license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, federal highway use, commercial rent, customs duties, capital stock, paid-up capital, profits, withholding, Social Security, single business and unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by the United States, Canada, or any state, county, province, local or other foreign government or subdivision or agency thereof, whether imposed directly or through withholding, whether disputed or not, and including any interest, penalties and additions imposed thereon or with respect thereto, and any Liability for payment of

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any amounts described in above, whether as a result of transferee Liability, of being a member of an affiliated, consolidated, combined, unitary or similar group, as a result of any Tax sharing, Tax indemnity or Tax allocation Contract or any other express or implied agreement to indemnify or otherwise succeed to, assume, or bear responsibility for the Taxes of any other Person, as a withholding agent or collection agent, or otherwise through operation of Law.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time.

“ Tax Laws ” means any Laws relating to Taxes.

“ Tax Liability ” means any Liability in respect of Taxes.

“ Tax Return ” means any report, return, information return or other information required to be supplied to a Regulatory Authority in connection with Taxes, including any return of an affiliated or combined or unitary group that includes a Party or ECI, and any schedule, attachment or amendment to any Tax Return.

“ TSX-V ” means the TSX Venture Exchange.

“ TSX-V Approval ” means all necessary consents, authorization or approvals of the TSX-V in connection with the transactions contemplated by this Agreement, including for the Merger and the Filing Statement.

“ TSX-V Policies ” means the rules and policies of the TSX-V.

“ U.S. Accredited Investor ” has the meaning ascribed thereto in Regulation D promulgated under the U.S. Securities Act.

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended.

Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “but not limited to.” The word “or” is not exclusive. References to “written” or “in writing” include in visual electronic form. Words of one gender shall be construed to apply to each gender.

• 7.2 Disclosure Schedules. The inclusion of any information in the disclosure schedules accompanying this Agreement will not be deemed an admission or acknowledgment, in and of itself, solely by virtue of the inclusion of such information in such disclosure schedules, that such information is required to be listed in such disclosure schedules or that such information is material to any party or the conduct of the business of any party. For the purposes of the Company Disclosure Schedules and the OV2 Disclosure Schedules, any information, item or other disclosure set forth in any part of such disclosure schedules shall be deemed to have been set forth in all other applicable parts of such disclosure schedules to the extent that the applicability of such disclosure to such other parts is reasonably apparent on the face of such disclosure. Matters reflected in any disclosure schedule are not necessarily limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall not be deemed an admission that such matters were required to be reflected in such disclosure schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.

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• 7.3 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida and the federal laws applicable therein. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Florida and any appellate court thereof and any court for the State of Florida and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such action except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of any such action or proceeding in any such courts, and (d) waives, to the fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

• 7.4 Waiver Of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY, IN ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

• 7.5 Severability; Construction. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

• 7.6 Specific Performance. The Parties agree that irreparable damage would occur for which monetary damages would not be an adequate remedy in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such obligations. Accordingly, the Parties agree that, if for any reason any of OV2, EAC or the Company shall have failed to perform its obligations under this Agreement or otherwise breached this Agreement, then the Party seeking to enforce this Agreement against such nonperforming Party shall be entitled to seek specific performance and the issuance of immediate injunctive and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of proving the inadequacy of money damages as a remedy, and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to and not in limitation of any other remedy to which they are entitled at Law or in equity. The Parties agree that (a) by seeking the remedies provided for in this Section 7.6, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under the terms of this Agreement in the event that the remedies provided for in this Section 7.6 are not available or otherwise are not granted and (b) nothing contained in this Section 7.6 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 7.6 before exercising any

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termination right under Article 6 (and, if applicable, pursuing damages after such termination) nor shall the commencement of any action pursuant to this Section 7.6 or anything contained in this Section 7.6 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article 6 or pursue any other remedies under this Agreement that may be available then or thereafter.

• 7.7 Entire Agreement. This Agreement, the Ancillary Documents and the Confidentiality Agreement contain the entire understanding among the Parties hereto with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. All Exhibits and Schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein.

• 7.8 Amendments. This Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, at any time before or after receipt of the Required Company Vote, but, after any such approval, no amendment shall be made which by Law requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

• 7.9 Extension; Waivers. At any time prior to the Effective Time, the Parties, by action taken or authorized by their respective boards of directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

• 7.10 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party hereto (whether by operation of Law or otherwise) without the prior written consent of the other Parties and any purported transfer without such consent is null and void ab initio and of no force or effect. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

• 7.11 Notices. All notices, requests, demands and other communications in connection with this Agreement shall be in writing and shall be deemed given if (a) delivered personally, on the date of such delivery, (b) upon non-automated confirmation of receipt when transmitted via electronic mail, or (c) on receipt (or refusal to accept delivery) after dispatch by registered or certified mail (return receipt requested), postage prepaid, or by a nationally recognized overnight courier (with confirmation), addressed, in each case, as follows:

• (a) If to the Company prior to the Effective Time:

EasTower Group Inc. 800 N. Federal HWY. Boca Raton, Florida 33847 Attention: Vlado P. Hreljanovic Email: [Redacted]

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

DLA Piper (Canada) LLP 100 King Street W, Suite 6000 Toronto, Ontario M5X 1E2 Attention: Robbie Grossman Email: [Redacted]

• (b) If to OV2 or EAC or, from and after the Effective Time, the Company:

OV2 Investment 1 Inc. Suite 800, 365 Bay Street Toronto, Ontario M5H 2V1 Attention: Babak Pedram Email: [Redacted]

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

Goodmans LLP 333 Bay Street, Suite 3400 Toronto, Ontario M5H 2S7 Attention: Michael Partridge Email: [Redacted]

• 7.12 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

• 7.13 Captions; Articles and Sections. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement.

• 7.14 Interpretations. In this Agreement, unless the context otherwise requires: (a) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (b) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with IFRS; (c) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (d) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (e) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (f) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; and (g) the term “Dollars” or “$” means United States dollars. Time is of the essence in this Agreement. Any reference in this

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Agreement or any Ancillary Document to a Person’s directors shall including any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall including any Person filling a substantially similar position for such Person. The Parties have participated jointly in the negotiation and drafting of this Agreement. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. No Party to this Agreement shall be considered the drafter. The Parties acknowledge and agree that this Agreement has been reviewed, negotiated and accepted by all Parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of all Parties hereto. This Agreement shall be interpreted and applied in a manner which is consistent with the classification of the Merger as a reorganization under Code section 368(a).

[Remainder of page intentionally left blank. Signature Page follows.]

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IN WITNESS WHEREOF , each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above written.

OV2 INVESTMENT 1 INC.

By: “Sheldon Pollack” Name: Sheldon Pollack Title: Chief Executive Officer

EASTOWER ACQUISITION CORPORATION

By: “Babak Pedram” Name: Babak Pedram Title: Director

EASTOWER GROUP, INC.

By: “Vlado Hreljanovic” Name: Vlado P. Hreljanovic Title: Chief Executive Officer

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EXHIBIT A

Articles of Mergers

See Attached.

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FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS

Attached is a form for filing Articles of Merger pursuant to section 607.1105, Florida Statutes, when two or more entities merge. This form is basic and may not meet all merger needs. The advice of an attorney is recommended.

The document must be typed or printed and must be legible.

PLEASE NOTE: The term ‘ domestic ’ when used in this document is referring to a ‘ Florida ’ entity.

Pursuant to section 607.0123, Florida Statutes, a delayed effective date may be specified but may not be later than the 90[th] day after the date on which the document is filed.

Filing Fee $35.00 for each merging and $35 for each surviving entity (Includes a letter of acknowledgment)

Certified Copy (optional) $8.75

Send one check in the total amount payable to the Florida Department of State.

Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter.

Mailing Address: Street Address: Amendment Section Amendment Section Division of Corporations Division of Corporations P.O. Box 6327 The Centre of Tallahassee Tallahassee, FL 32314 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303

For further information, you may contact the Amendment Section at (850) 245-6050.

INHS64 (3/20)

COVER LETTER

TO: Amendment Section Division of Corporations

Eastower Grou Inc. SUBJECT: p,

Name of Surviving Entity

The enclosed Articles of Merger and fee are submitted for filing.

Please return all correspondence concerning this matter to following:

Hank Gracin

Contact Person

Gracin & Marlow, LLP

Firm/Company

1825 NW Corporate Boulevard, Suite 110

Address

Boca Raton, Florida 33431

City/State and Zip Code

H racin@ racinmarlow.com g g

E-mail address: (to be used for future annual report notification)

For further information concerning this matter, please call:

Hank Gracin

561 237-0804 At ( ) Name of Contact Person Area Code & Daytime Telephone Number

==> picture [16 x 16] intentionally omitted <==

Certified copy (optional) $8.75 ( Please send an additional copy of your document if a certified copy is requested )

Mailing Address:

Street Address:

Amendment Section Amendment Section Division of Corporations Division of Corporations P.O. Box 6327 The Centre of Tallahassee Tallahassee, FL 32314 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303

IMPORTANT NOTICE: Pursuant to s.607.1622(8), F.S., each party to the merger must be active and current in filing its annual report through December 31 of the calendar year which this articles of merger are being submitted to the Department of State for filing.

ARTICLES OF MERGER

The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes.

FIRST : The name and jurisdiction of the surviving entity:

Name Jurisdiction Entity Type Eastower Group, Inc. FL Corporation _______ _ ______

Document Number (If known/ applicable) P15000062810 ___

SECOND: The name and jurisdiction of each merging eligible entity:

Name _____ _____ _____ _____ _______ Eastower Acquisition Corporation	Jurisdiction _ _ _ _ ____ FL	Entity Type _ _ _ _ ___ Corporation	Document Number
			(If known/ applicable) __ __ __ __ ___

Document Number

THIRD: The merger was approved by each domestic merging corporation in accordance with s.607.1101(1)(b), F.S., and by the organic law governing the other parties to the merger.

FOURTH: Please check one of the boxes that apply to surviving entity:

• ☐ This entity exists before the merger and is a domestic filing entity.

• ☐ This entity exists before the merger and is not authorized to transact business in Florida.

• ☐ ✔ This entity exists before the merger and is a domestic filing entity, and its Articles of Incorporation are being amended as attached.

• ☐ This entity is created by the merger and is a domestic corporation, and the Articles of Incorporation are attached.

• ☐ This entity is a domestic eligible entity and is not a domestic corporation and is being amended in connection with this merger as attached.

• ☐ This entity is a domestic eligible entity being created as a result of the merger. The public organic record of the survivor is attached.

• ☐ This entity is created by the merger and is a domestic limited liability limited partnership or a domestic limited liability partnership, its statement of qualification is attached.

FIFTH: Please check one of the boxes that apply to domestic corporations:

• ☐ ✔ The plan of merger was approved by the shareholders and each separate voting group as required.

• ☐ The plan of merger did not require approval by the shareholders.

SIXTH: Please check box below if applicable to foreign corporations

• ☐ The participation of the foreign corporation was duly authorized in accordance with the corporation’s organic laws.

SEVENTH: Please check box below if applicable to domestic or foreign non corporation(s).

• ☐ Participation of the domestic or foreign non corporation(s) was duly authorized in accordance with each of such eligible entity’s organic law.

EIGHTH: If other than the date of filing, the delayed effective date of the merger, which cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State:

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

NINTH: Signature(s) for Each Party:

Name of Entity/Organization: Signature(s): Eastower Grou Inc. p

Typed or Printed Name of Individual: Vlado P. Hreljavonic

Corporations: Chairman, Vice Chairman, President or Officer (If no directors selected, signature of incorporator.) General partnerships: Signature of a general partner or authorized person Florida Limited Partnerships: Signatures of all general partners Non-Florida Limited Partnerships: Signature of a general partner Limited Liability Companies: Signature of an authorized person

EXHIBIT B

By-laws

See Attached.

BY-LAWS

OF

EASTOWER GROUP, INC.

ARTICLE I Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without the State of Florida as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President to be held at such date, time and place either within or without the State of Florida as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the articles of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Unless otherwise provided in the articles of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. If the articles of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the articles of incorporation or these by-laws, the affirmative vote of the

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holders of a majority of the shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as otherwise required by law or by the articles of incorporation) the Board of Directors may require a larger vote upon any such matter. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the articles of incorporation or these by-laws.

Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10. Consent of Stockholders in Lieu of Meeting. Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number

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of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II Board of Directors

Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the articles of incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the articles of incorporation provides for cumulative voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors of which he or she is a part. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the articles of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the articles of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Florida and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

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Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Florida whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the articles of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the articles of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 2.9. Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors.

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ARTICLE III Committees

Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the articles of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV Officers

Section 4.1. Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

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Section 4.2. Term of office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

Section 4.4. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.

Section 4.5. President. In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. The President shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

Section 4.6. Vice Presidents. The Vice President or Vice Presidents, at the request or in the absence of the President or during the President's inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

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Section 4.7. Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.8. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.9. Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V Stock

Section 5.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI Miscellaneous

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the articles of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the articles of incorporation or these by-laws.

Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. For purposes of this by-law, the term "Corporation" shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprise" shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such

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director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

Section 6.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7. Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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EXHIBIT C

Pro Forma Capitalization Table

See Attached.

Resulting Issuer
EasTower (excluding 2016 CD)	23,986,358
2016 Convertible Debentures (30%)	2,466,856
CD 2020 bridge 50% discount	10,048,044	(1)
Exchange of preferred to common	600,000
OV2 (from 10,033,750)	8,000,000
Finder's shares	1,200,000
Canaccord consulting	1,300,000
RTO Financing (CAD$3mm @ CAD$0.25)	12,000,000	(2)
Total Common Shares	59,601,258
Bridge Broker Warrants	68,040
Ov2 Options	797,309
RTO Financing warrants (1/2 warrants @CAD$0.40)	6,000,000	(2)
RTO Financing Broker Warrants (8% @cAD$0.25)	960,000	(2)
Total Options and Warrants	7,825,349
Fully Diluted	67,426,607

(1) Based on $1.26 USD/CAD exchange rate. Number of shares issued will reflect exchange rate at time of conversion.

(2) Includes Concurrent Company Financing and Concurrent OV2 Financing. Number of shares, warrants and broker warrants issued will reflect final amount raised.