Eddy Smart Home Solutions Ltd. — M&A Activity 2021

Dec 17, 2021

AMALGAMATION AGREEMENT ADDENDUM

THIS ADDENDUM made as of the 15[th] day of December, 2021.

AMONG:

AUMENTO CAPITAL VIII CORPORATION , a body corporate incorporated under the laws of the Province of Ontario (“ Aumento ”)

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EDDY SMART HOME SOLUTIONS INC. , a body corporate incorporated under the laws of the Province of Ontario (“ Eddy ”)

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2865357 ONTARIO INC. , a body corporate incorporated under the laws of the Province of Ontario (“ Subco ”)

WHEREAS Aumento, Eddy and Subco, are parties to an amalgamation agreement dated September 13, 2021 (the “ Amalgamation Agreement ”) whereby the parties have agreed to complete a business combination;

AND WHEREAS the parties hereto wish to enter into this Addendum to the Amalgamation Agreement to document certain changes to the Amalgamation Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the material covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1. The Amalgamation Agreement continues in full force and effect, except as expressly amended in this Addendum. If there is any conflict or inconsistency between the Amalgamation Agreement and this Addendum, this Addendum governs and prevails.

2. All capitalized terms used but not defined in this Addendum shall have the meanings given to such terms in the Amalgamation Agreement.

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ARTICLE 2 AMENDMENTS

1. The following definitions are added to Section 1.1 of the Amalgamation Agreement:

2. (a) “ Agency Agreement ” means the agency agreement dated September 14, 2021 among Aumento, Eddy, INFOR Financial Inc. and Canaccord Genuity Corp.

3. (b) “ Aumento Information Circular ” means the information circular of Aumento to approve the Aumento Meeting Matters.

4. (c) “ CEBA Loan ” means the loan in the principal amount of up to $60,000 advanced by the Canada Emergency Business Account to Eddy.

5. (d) “ Eddy Information Circular ” means the information circular of Eddy to approve the Eddy Meeting Matters.

6. (e) “ Exclusive Supplier Agreement ” means the Exclusive Supplier Agreement between Circle M Consulting Limited Partnership, Eddy and Eddy Home Distribution Inc. dated January 11, 2019, as may be amended from time to time.

7. (f) “ Filing Statement ” means the filing statement of Aumento in the prescribed form pursuant to the policies of the TSX Venture in respect of Aumento’s Qualifying Transaction.

8. (g) “ October 2021 Loan ” means the demand loan owing to Green Room Investments Inc. by Eddy in the principal amount of $1,500,000 pursuant to a loan agreement dated October 7, 2021.

9. (h) “ Forfeiture Agreement ” means the forfeiture letter agreement dated May 7, 2020 effective March 27, 2020 between Eddy and 1376218 Ontario Inc.

10. (i) “ PCL Distribution Agreement ” means the distribution agreement among Eddy Home Distribution Inc. and PCL IP Management, Inc. dated January 28, 2020.

11. The definition of Aumento Replacement Warrants in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

12. (a) “ Aumento Replacement Warrants ” means collectively, the Aumento Eddy Replacement Warrants and the Aumento Agent Replacement Warrants.

13. The definition of Eddy Contingent Shares in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety.

14. The definition of Eddy Financial Statements in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

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16. (a) “ Eddy Financial Statements ” means the unaudited financial statements of Eddy for the years ended December 31, 2020 and 2019.

17. The definition of Eddy Options in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

18. (a) “ Eddy Options ” means, the 3,380,000 options granted pursuant to the Omnibus Equity Incentive Plan dated September 12, 2019.

19. The definition of Eddy Warrants in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

20. (a) “ Eddy Warrants ” means the 113,000 warrants exercisable for Eddy Common Shares and the Private Placement Agent Warrants.

21. The definition of Convertible Debt in Section 1.1 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

22. (a) “ Convertible Debt ” means the principal amount of $2,500,000 owing to Charthouse Capital Inc., PCL Construction Holdings Ltd. and 1376218 Ontario Inc. to Eddy pursuant to a Loan Agreement dated January 6, 2021, as amended on May 20, 2021, September 14, 2021 and November 12, 2021, which outstanding amount and all interest accrued thereon converts into Eddy Common Shares.

23. Section 2.7 of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

24. (a) The parties acknowledge that, in accordance with the terms of the Eddy Warrants and the Private Placement Agent Warrants,

    • (i) each Eddy Warrant, other than the Private Placement Agent Warrants, outstanding immediately prior to the Effective Time shall be exchanged for 0.504867 of an Aumento Eddy Replacement Warrant exercisable to purchase 1 Resulting Issuer common share at an exercise price equal to the existing exercise price of the Eddy Warrant divided by 0.504867. The Aumento Eddy Replacement Warrant shall have the same terms and conditions with respect to the expiry time and otherwise as were applicable in respect of such Eddy Warrant; and

    • (ii) each Private Placement Agent Warrant outstanding immediately prior to the Effective Time shall be exchanged for 0.504867 of an Aumento Agent Replacement Warrant exercisable to purchase 2 Resulting Issuer common shares at an exercise price equal to the existing exercise price of the Private Placement Agent Warrant divided by 0.504867. The Aumento Agent Replacement Warrant shall otherwise have the same terms and conditions as were applicable in respect of such Private Placement Agent Warrant.

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26. Section 2.3(e) of the Amalgamation Agreement shall be amended by replacing the name “Roger Daher” with “Paul Pathak” and the address shall be replaced with the following: 106 Cortleigh Blvd, Toronto, Ontario, M4R 1K6.

27. Section 2.2(g) of the Amalgamation Agreement shall be amended by replacing the name “Roger Daher” with “Travis Allan”.

28. Section 2.3(f) of the Amalgamation Agreement shall be amended by adding the name “Nadine Evans, Corporate Secretary”.

29. Section 3.3(e)(i) of the Amalgamation Agreement shall be amended by deleting the reference to the issuance of the Eddy Contingent Shares.

30. Section 4.1(c) of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

31. (a) No Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued Aumento Shares or other securities of Aumento, other than pursuant to: (i) the Aumento Options; (ii) the Aumento Agent Options; and (iii) the rights provided to Circle M Consulting Limited Partnership pursuant to the Exclusive Supplier Agreement, and no other rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of Aumento are outstanding.

32. Section 4.2(b) of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

33. (a) The authorized capital of Eddy consists of: (i) an unlimited number of common shares, of which 61,469,428 Eddy Common Shares are outstanding as at the date hereof as fully paid and non-assessable shares in the capital of Eddy; and (ii) an unlimited number of class A preferred shares, of which 0 class A preferred shares are outstanding as fully paid and nonassessable shares in the capital of Eddy; and (iii) an unlimited number of class B preferred shares, of which 12,594,569 Class B Preferred Shares are outstanding as fully paid and non-assessable shares in the capital of Eddy.

34. Section 4.2(d) of the Amalgamation Agreement shall be deleted in its entirety and replaced with the following:

35. (a) No Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued Eddy Shares or other securities of Eddy, other than: (i) the Eddy Options, (ii) the Eddy Warrants, (iii) the Private Placement Agent Warrants, (iv) the rights as provided for in the Eddy Shareholders Agreement, (v) the Convertible Debt, (vi) 20,513,768 Subscription Receipts, and (vii) the Forfeiture Agreement, and there are no other rights to

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acquire, or instruments convertible into or exchangeable for, any shares in the capital of Eddy currently outstanding.

1. Section 4.2(g) shall be amended by inserting a new subparagraph containing the phrase “the approval of the holders of all of the issued and outstanding Eddy Class B Preferred Shares to convert their Eddy Class B Preferred Shares into Eddy Common Shares” after Section 4.2(g)(iii).

2. Section 4.2(k)(iii) of the Amalgamation Agreement shall be amended by inserting the words “other than the Convertible Debt, the September 2021 Loan and the October 2021 Loan,” before “no liability or obligations of any nature”.

3. Section 4.2(l) of the Amalgamation Agreement shall be amended by inserting a new subparagraph containing the phrase “the October 2021 Loan” and “CEBA Loan” after Section 4.2(l)(iv).

4. Section 4.2(s)(iii) is deleted in its entirety and replaced with the following:

5. (a) the convertible debt agreement dated January 6, 2021, as amended on May 20, 2021, September 14, 2021 and November 12, 2021 among Eddy, Charthouse Capital Inc., PCL Construction Holdings Ltd. and 1376218 Ontario Inc.;

6. Section 4.2(s) of the Amalgamation Agreement is amended by adding the following references to the end of that Section:

7. (a) the PCL Distribution Agreement;

8. (b) the loan agreement for the October 2021 Loan; and

9. (c) the Agency Agreement.

10. Section 4.2(x) of the Amalgamation Agreement is deleted in its entirety and replaced by the following:

    • a) Other than the Convertible Debt, the September 2021 Loan and the October 2021 Loan, none of the directors or officers of Eddy has any material interest, direct or indirect, in any material transaction or any proposed material transaction with Eddy that materially affects, is material to or will materially affect Eddy. Eddy is not indebted to:

      • (i) any director, officer or shareholder of Eddy;

(ii) any individual related to any of the foregoing by blood, marriage or adoption; or

(iii) any corporation controlled, directly or indirectly, by any one or more of those Persons referred to in this Section 4.2(x), except for the Convertible Debt, the September 2021 Loan and the October 2021 Loan.

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None of those Persons referred to in this Section 4.2(x) is indebted to Eddy. Eddy is not currently a party to any Contract with any officer, director, employee, shareholder or any other Person not dealing at arm’s length with Eddy except for the Convertible Debt, the September 2021 Loan, the October 2021 Loan, the Forfeiture Agreement and employment and consulting agreements entered into in the ordinary course.

1. Section 5.1(m) of the Amalgamation Agreement is deleted in its entirety and replaced by the following:

2. (a) each of the Eddy Warrants, other than the Private Placement Agent Warrants, shall have been exchanged for Eddy replacement warrants;

3. The parties hereto acknowledge and agree that notwithstanding anything set forth in the Amalgamation Agreement to the contrary: (a) they shall prepare the Filing Statement in connection with the Qualifying Transaction in lieu of the Joint Information Circular; (b) Eddy shall prepare the Eddy Information Circular in respect of the Eddy Meeting Matters; (c) Aumento shall prepare the Aumento Information Circular in respect of the Aumento Meeting Matters; and (d) all references to the Joint Information Circular or Information Circular in the Amalgamation Agreement shall be amended to refer to the Filing Statement, the Eddy Information Circular or the Aumento Information Circular, as the context requires.

ARTICLE 3 MISCELLANEOUS

1. Each party shall, from time to time, and at all times hereafter, at the request of the other parties hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

2. This Addendum may be executed in separate counterparts, and all such counterparts when taken together shall constitute one agreement. The parties shall be entitled to rely on delivery of an email in pdf or other electronic copy of the executed Addendum and such copy shall be legally effective to create a valid and binding Addendum.

3. This Addendum shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns.

4. This Addendum is governed by and construed in accordance with the laws of the Province of Ontario and any applicable federal laws of Canada applicable therein.

[ Signature Page Follows ]

IN WITNESS WHEREOF the parties hereto have executed this Addendum as of the date first set forth above.

EDDY SMART HOME SOLUTIONS INC.

By: (signed) “Travis Allan” Name: Travis Allan Title: President and Chief Executive Officer

AUMENTO CAPITAL VIII CORPORATION

By: (signed) “Roger Daher” Name: Roger Daher Title: Chief Executive Officer

2865357 ONTARIO INC.

By: (signed) “Roger Daher” Name: Roger Daher Title: President

Signature Page to Amalgamation Agreement Addendum