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Eddy Smart Home Solutions Ltd. M&A Activity 2022

May 13, 2022

48019_rns_2022-05-13_9bb9078c-850a-4a11-9821-3c4d180047c7.pdf

M&A Activity

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AMENDING AGREEMENT

THIS AMENDING AGREEMENT is dated as of April 29, 2022

B E T W E E N :

EDDY SMART HOME SOLUTIONS LTD. , a corporation incorporated under the laws of Ontario

(the “ Buyer ”)

  • and -

REED CONTROLS INC. , a corporation incorporated under the laws of Ontario

(the “ Corporation ”)

  • and -

, an individual resident in Toronto, Ontario,

in his capacity as sellers’ representative

(the “ Sellers’ Representative ”)

CONTEXT:

  • A. The Buyer, the Corporation, each of the shareholders of the Corporation (the “ Sellers ”) and the Sellers’ Representative are each party to a share purchase agreement dated March 24, 2022 (the “ Share Purchase Agreement ”) for the purchase and sale of the Purchased Shares (as defined in the Share Purchase Agreement).

  • B.

    • The Share Purchase Agreement includes an Outside Date of April 29, 2022.
  • C. The parties hereto wish to extend the Outside Date pursuant to this amending agreement (this “ Agreement ”).

  • D. Pursuant to Section 7.14 of the Share Purchase Agreement, the Sellers’ Representative was appointed as the agent and attorney-in-fact of the Sellers for and on behalf of the Sellers to, among other things, amend the Share Purchase Agreement.

THEREFORE , the Parties agree as follows:

ARTICLE 1 AMENDMENT TO SHARE PURCHASE AGREEMENT

1.1 Outside Date

The Share Purchase Agreement is hereby amended by deleting section 1.1.63 in its entirety and replacing it with the following:

  • “1.1.63 “ Outside Date ” means May 16, 2022.”

  • 2 -

ARTICLE 2 GENERAL

2.1 Limited Effect on Share Purchase Agreement

Except as amended pursuant to this Agreement, the Share Purchase Agreement shall remain in full force and effect, unamended in all respects as of the date hereof. Reference to this Agreement need not be made in the Share Purchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Share Purchase Agreement, any reference in any of such items to the Share Purchase Agreement being sufficient to refer to the Share Purchase Agreement as amended hereby.

2.2 Incorporation by Reference

The provisions of Article 8 of the Share Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the parties mutatis mutandis .

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

Each of the parties has executed and delivered this Agreement, as of the date noted at the beginning of this Agreement.

REED CONTROLS INC.

Per: “signed” Name: Title:

EDDY SMART HOME SOLUTIONS LTD.

Per: “signed” Name: Travis Allan Title: Chief Executive Officer “ ” signed _________________________________ , in his capacity as Sellers’ Representative