Forward Water Technologies Corp. - Merger & Acquisition 2021

Execution Version

FORWARD WATER TECHNOLOGIES INC.

and

HOPE WELL CAPITAL CORP.[*]

BUSINESS COMBINATION AGREEMENT

June 2, 2021

*Hope Well Capital Corp. is in no way affiliated with or related to Hopewell Capital Corporation, a separate pre-existing business engaged in the field of venture capital across Canada, or the Hopewell Group of Companies’ multi-faceted real estate and logistics group.

Page

ARTICLE 1	INTERPRETATION.............................................................................................................1
1.1	Definitions.......................................................................................................................1
1.2	Interpretation...................................................................................................................7
1.3	Currency .........................................................................................................................8
1.4	Governing Law................................................................................................................8
1.5	Attornment ......................................................................................................................8
ARTICLE 2	THE BUSINESS COMBINATION .......................................................................................8
2.1	Business Combination Steps..........................................................................................8
2.2	Implementation Covenants...........................................................................................10
2.3	Board of Directors and Senior Officers.........................................................................12
ARTICLE 3	REPRESENTATIONS AND WARRANTIES .....................................................................13
3.1	Representations and Warranties of FWT .....................................................................13
3.2	Representations and Warranties of HWCC..................................................................17
3.3	Survival.........................................................................................................................21
ARTICLE 4	CONDUCT OF BUSINESS...............................................................................................21
4.1	Conduct of Business by the Parties..............................................................................21
ARTICLE 5	COVENANTS....................................................................................................................22
5.1	Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of
	Meeting by HWCC........................................................................................................22
5.2	Representations and Warranties ..................................................................................22
5.3	Notice of Material Change ............................................................................................23
5.4	Non-Solicitation.............................................................................................................23
5.5	Other Covenants...........................................................................................................24
ARTICLE 6	MUTUAL COVENANTS....................................................................................................24
6.1	Other Filings .................................................................................................................24
6.2	Additional Agreements..................................................................................................24
ARTICLE 7	CONDITIONS AND CLOSING MATTERS........................................................................25
7.1	Mutual Conditions Precedent........................................................................................25
7.2	Additional Conditions Precedent to the Obligations of FWT.........................................25
7.3	Additional Conditions Precedent to the Obligations of HWCC .....................................26
7.4	Merger of Conditions ....................................................................................................27
7.5	Closing Matters.............................................................................................................27
ARTICLE 8	TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS..........................27
8.1	Termination...................................................................................................................27
8.2	Effect of Termination.....................................................................................................28

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(continued)

	TABLE OF CONTENTS (continued)
	Page
8.3	Termination Fee............................................................................................................28
8.4	Fees and Expenses......................................................................................................29
8.5	Amendment ..................................................................................................................29
8.6	Dissenting Shareholders...............................................................................................29
8.7	Waiver...........................................................................................................................29
ARTICLE 9	GENERAL.........................................................................................................................30
9.1	Notices..........................................................................................................................30
9.2	Assignment...................................................................................................................30
9.3	Complete Agreement....................................................................................................31
9.4	Further Assurances ......................................................................................................31
9.5	Severability ...................................................................................................................31
9.6	Counterpart Execution..................................................................................................31
9.7	Investigation by Parties.................................................................................................31
9.8	Public Announcement; Disclosure and Confidentiality .................................................31

SCHEDULE A AMALGAMATION AGREEMENT

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of June 2, 2021,

BETWEEN:

FORWARD WATER TECHNOLOGIES INC.

a corporation existing under the laws of the Province of Ontario (“ FWT ”)

-and-

HOPE WELL CAPITAL CORP.

a corporation existing under the laws of the Province of Ontario (“ HWCC ”)

(each a “ Party ” and collectively, the “ Parties ”)

CONTEXT:

A. HWCC is a Capital Pool Company listed on the TSX Venture Exchange (“ TSXV ”).
B. Pursuant to a letter of intent between the Parties dated February 3, 2021 (the “ Letter of Intent ”), FWT and HWCC propose to combine the business and assets of FWT with those of HWCC and upon completion of such business combination, HWCC will become the Resulting Issuer (as defined below), a business specializing in wastewater remediation with the name “Forward Water Technologies Corp.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Resulting Issuer.
C. The Parties intend to carry out the proposed business combination by way of a statutory amalgamation under the provisions of the OBCA (as defined below) and related transaction steps.

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

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

1.1.1 “ Agency Agreement ” means an agency agreement to be entered into between the Agents, FWT and HWCC with respect to the Financing.
1.1.2 “ Agents ” means Research Capital Corporation, WD Capital Markets Inc., and Fraser Mackenzie Corporate Finance, A Division of Waverly Corporate Financial Services Ltd.
1.1.3 “ Affiliate ” is defined in the OBCA.

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1.1.4 “ Agreement ” means this agreement, including all Schedules, as it may be confirmed, amended, supplemented or restated by written agreement between the Parties.
1.1.5 “ Amalco ” means the amalgamated corporation resulting and continuing from the Amalgamation.
1.1.6 “ Amalco Shares ” means the Common Shares in the capital of Amalco.
1.1.7 “ Amalgamation ” means the amalgamation of FWT and Subco by way of a “three-cornered amalgamation” with HWCC pursuant to section 175 of the OBCA.
1.1.8 “ Amalgamation Agreement ” means the agreement among FWT, HWCC and Subco in respect of the Amalgamation, to be substantially in the form attached as Schedule A.
1.1.9 “ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director.
1.1.10 “ Business Combination ” means the series of transactions, as detailed in this Agreement, through which the businesses of FWT and HWCC will be combined, including the Financing, the Amalgamation, the FWT Director Appointments and the HWCC Name Change.
1.1.11 “ Business Day ” means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario.
1.1.12 “ Certificate of Amalgamation ” means the certificate in respect of the Amalgamation issued by the Director.
1.1.13 “ Completion Deadline ” means August 31, 2021 or such later date as may be mutually agreed between the Parties in writing.
1.1.14 “ Confidential Information ” is defined in Section 9.8.2.
1.1.15 “ Debt Instrument ” is defined in Section 3.1.29.
1.1.16 “ Depositary ” means such Person as HWCC may appoint to act as depositary in relation to the Business Combination, with the approval of FWT, acting reasonably.
1.1.17 “ Director ” means the Director appointed under section 278 of the OBCA.
1.1.18 “ Dissenting FWT Shares ” means the FWT Shares held by Dissenting Shareholders.
1.1.19 “ Dissenting Shareholder ” means a registered holder of FWT Shares who, in connection with the special resolution of the FWT Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its FWT Shares and who has not withdrawn the notice of the exercise of such right as permitted by section 185 of the OBCA.
1.1.20 “ Documents ” means, collectively, this Agreement and the Amalgamation Agreement.
1.1.21 “ DRS Statement ” means a statement evidencing a shareholding position under the Direct Registration System.
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1.1.22 “ Effective Date ” means the date shown on the Certificate of Amalgamation giving effect to the Amalgamation, which date will be in accordance with Section 2.1.5.
1.1.23 “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as may be agreed by FWT and HWCC.
1.1.24 “ Environmental Laws ” means any Laws relating to the environment and protection of the environment, the regulation of chemical substances or products, health and safety including occupational health and safety, and the transportation of dangerous goods.
1.1.25 “ Exchange Ratio ” has the meaning given to such term in Section 2.1.5.2.
1.1.26 “ fair value ” where used in relation to a FWT Share held by a Dissenting Shareholder, means fair value as determined by a court under section 185 of the OBCA or as agreed between FWT and the Dissenting Shareholder.
1.1.27 “ Filing Statement ” means a TSXV filing statement of HWCC to be prepared jointly by HWCC and FWT in respect of the Business Combination in accordance with Policy 2.4 of the TSXV.
1.1.28 “ Financing ” means a brokered private placement by FWT on terms set out in the Letter of Intent or as otherwise agreed to by the Parties in writing.
1.1.29 “ FWT ” is defined in the recital of the Parties above.
1.1.30 “ FWT Convertible Debentures ” means, collectively:
1.1.30.1 FWT’s first secured convertible debenture dated March 29, 2019 issued to Firstline Ventures Partners Corporation in the principal amount of $300,000 together with interest accrued and compounded annually at 8% per annum;
1.1.30.2 FWT’s first secured convertible debenture dated March 29, 2019 issued to Sustainable Chemistry Alliance in the principal amount of $300,000 together with interest accrued and compounded annually at 8% per annum;
1.1.30.3 FWT’s first secured convertible debenture dated September 24, 2019 issued to Firstline Ventures Partners Corporation in the principal amount of $200,000 together with interest accrued and compounded annually at 8% per annum; and
1.1.30.4 FWT’s first secured convertible debenture dated September 24, 2019 issued to Sustainable Chemistry Alliance in the principal amount of $200,000 together with interest accrued and compounded annually at 8% per annum,

which together have an aggregate principal and interest amount of $1,156,666 assuming an Effective Date of June 30, 2021, and the parties to the FWT Convertible Debentures have agreed that the FWT Convertible Debentures are convertible into 1,652,380 FWT Shares at $0.70 per FWT Share even if the Effective Date occurs after June 30, 2021.

1.1.31 “ FWT Convertible Securities ” means the rights to acquire FWT Shares pursuant to the FWT Convertible Debentures and the FWT Finder’s Fee.
1.1.32 “ FWT Director Appointments ” means, subject to the completion of the Amalgamation, the reconstitution of the board of directors of HWCC to consist of four directors, as more particularly set out in Section 2.3.
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1.1.33 “ FWT Financial Statements ” means, collectively, (i) the audited financial statements of FWT for the years ended March 31, 2019 and 2020 and, on the Effective Date, (ii) the financial statements of FWT for the 12-months ended March 31, 2020 and the 15-months ended March 31, 2019, which are being audited in accordance with IFRS accounting principles; and (iii) any other financial statements of FWT to be included in the Filing Statement.
1.1.34 “ FWT Finder’s Fee ” means the obligation, upon completion of the Business Combination, (i) to pay $220,640 cash finder’s fee and (ii) to issue 220,640 FWT Shares to a finder at $1.00 per FWT Share.
1.1.35 “ FWT Meeting ” means a special meeting of the shareholders of FWT to be held in order to, among other things, seek shareholder approval for the Amalgamation.
1.1.36 “ FWT Secured Debentures ” means, collectively:
1.1.36.1 FWT’s secured convertible debenture dated March 18, 2020 issued to Firstline Venture Partners Corporation in the principal amount of $250,000 together with interest accrued and compounded annually at 8% per annum, and
1.1.36.2 secured convertible debenture dated March 18, 2020 issued to Sustainable Chemistry Alliance in the principal amount of $250,000, together with interest accrued and compounded annually at 8% per annum.
1.1.37 “ FWT Shareholder ” means a registered holder of FWT Shares, from time to time, and “ FWT Shareholders ” means all such holders.
1.1.38 “ FWT Shares ” means the Common Shares in the capital of FWT.
1.1.39 “ Governing Documents ” means, in respect of each Party, as applicable, its certificate, articles of incorporation, articles of amendment, and by-laws, as amended.
1.1.40 “ Governmental Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV.
1.1.41 “ Hazardous Substance ” means any substance, waste, liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour, radiation, energy vector, plasma, organic or inorganic matter that is or is deemed to be, alone or in any combination, hazardous, hazardous waste, solid or liquid waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination, regulated by any Environmental Laws.
1.1.42 “ HWCC ” is defined in the recital of the Parties above.
1.1.43 “ HWCC Convertible Securities ” means the securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 772,499 HWCC Shares issuable upon exercise of 772,499 options (502,125 options exercisable at $0.20 per share and 270,374 options exercisable at $0.21 per share).
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1.1.44 “ HWCC Financial Statements ” is defined in Section 3.2.17.
1.1.45 “ HWCC Meeting ” means a special meeting of the shareholders of HWCC to be held in order to, among other things, seek shareholder approval for the FWT Director Appointments, the appointment of KPMG LLP as auditors, the Resulting Issuer Option Plan and the HWCC Name Change.
1.1.46 “ HWCC Name Change ” means, subject to the completion of the Amalgamation, a change in the name of HWCC to “Forward Water Technologies Corp.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Resulting Issuer.
1.1.47 “ HWCC Shareholder ” means a registered holder of HWCC Shares, from time to time.
1.1.48 “ HWCC Shares ” means the Common Shares in the capital of HWCC.
1.1.49 “ IFRS ” means International Financial Reporting Standards applicable as at the relevant date.
1.1.50 “ in writing ” means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party.
1.1.51 “ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies, forms and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, directives, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Authority, statutory body or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities.
1.1.52 “ Leased Premises ” means all of the lands and premises that are leased by FWT.
1.1.53 “ Letter of Intent ” is defined in the recitals above.
1.1.54 “ Material Adverse Change ” means any change in the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, which is materially adverse to the business of such Party and its Subsidiaries, considered as a whole, other than a change:
1.1.54.1 which arises out of or in connection with a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement.
1.1.54.2 resulting from conditions affecting the wastewater treatment industry as a whole. or
1.1.54.3 resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere.
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1.1.55 “ Material Adverse Effect ” means any event, change or effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, the knowledge of which would have affected any decision of a reasonable Person in the other Party’s position regarding whether to enter into this Agreement, or would affected any decision of a reasonable Person in the other Party’s position regarding whether to complete the transactions contemplated by this Agreement.
1.1.56 “ material fact ” is defined in the Securities Act (Ontario).
1.1.57 “ OBCA ” means the Business Corporations Act (Ontario).
1.1.58 “ Parties ” means HWCC and FWT, collectively, and “ Party ” means either of them.
1.1.59 “ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.
1.1.60 “ Personnel Obligations ” means any obligations or liabilities of a Party or any of its Subsidiaries to pay any amount to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements and directors’ fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities in respect of insurance or indemnification contemplated by this Agreement or arising in the ordinary and usual course of business and, without limiting the generality of the foregoing, Personnel Obligations will include the obligations of such Party or any of its Subsidiaries to directors, officers, employees and consultants: (a) for payments on or in connection with any change in control of such Party pursuant to any change in control agreements, policies or arrangements, including the payments specified herein; and (b) for any special incentive bonus payments and commitments.
1.1.61 “ Qualifying Transaction ” is defined in Policy 2.4 of the TSXV.
1.1.62 “ Regulatory Approval ” means any approval, consent, waiver, permit, order or exemption from any Governmental Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected and “ Regulatory Approvals ” means all such approvals, consents, waivers, permits, orders or exemptions.
1.1.63 “ Release ” means to release, spill, leak, pump, pour, emit, empty, discharge, deposit, inject, leach, dispose, dump or permit to escape.
1.1.64 “ Remedial Order ” means any remedial order, including any notice of non-compliance, order, other complaint, direction or sanction issued, filed or imposed by any Governmental Authority under Environmental Laws, relating to the existence of Hazardous Substances on, in or under the Leased Premises or the Release of any Hazardous Substance from, at or on the Leased Premises, or any failure or neglect to comply with Environmental Laws.
1.1.65 “ Reporting Jurisdictions ” is defined in Section 3.2.6.
1.1.66 “ Resulting Issuer ” means HWCC upon completion of the Business Combination. As described in this Agreement, the Resulting Issuer will be a business specializing in
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wastewater remediation with the name “Forward Water Technologies Corp.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by its board of directors.

1.1.67 “ Resulting Issuer Convertible Securities ” means the securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Resulting Issuer Shares to be issued to the holders of the FWT Convertible Securities in replacement of their FWT Convertible Securities in accordance with the Exchange Ratio.
1.1.68 “ Resulting Issuer Option Plan ” means the stock option plan of the Resulting Issuer to take effect upon completion of the Business Combination.
1.1.69 “ Resulting Issuer Share ” is defined in Section 2.1.5.2.
1.1.70 “ Securities Authorities ” means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions and the TSXV.
1.1.71 “ Subco ” means 2644246 Ontario Limited, a corporation incorporated under the Provincial laws of Ontario as a wholly-owned Subsidiary of HWCC for the sole purpose of effecting the Amalgamation.
1.1.72 “ Subco Shares ” means the Common Shares in the capital of Subco.
1.1.73 “ Subsidiary ” is defined in the OBCA.
1.1.74 “ Taxes ” is defined in Section 3.1.18.
1.1.75 “ TSXV ” is defined in the recitals above.
1.1.76 “ TSXV Escrow Agreement ” means the escrow agreement to be entered into between the Resulting Issuer’s registrar and transfer agent, the Resulting Issuer and certain securityholders of the Resulting Issuer in compliance with the requirements of the TSXV, with the securities subject to such agreement to be released as determined by the TSXV.

1.2 Interpretation

1.2.1 Gender and number. In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.
1.2.2 Including. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.
1.2.3 Division and Headings. The division of this Agreement into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
1.2.4 Articles, Sections, etc. References in this Agreement to an Article, Section, Schedule or Exhibit are to be construed as references to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise specified.
1.2.5 Time Periods. Unless otherwise specified in this Agreement, time periods within which or following which any calculation or payment is to be made, or action is to be taken, will be
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calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.

1.2.6 Statutory Instruments. Unless otherwise specified, any reference in this Agreement to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

1.3 Currency

Unless otherwise specified, the word “dollar” and the “$” sign refer to Canadian currency, and all amounts to be advanced, paid, tendered or calculated under this Agreement are to be advanced, paid, tendered or calculated in Canadian currency.

1.4 Governing Law

This Agreement will be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

1.5 Attornment

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement will be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

FWT and HWCC agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Financing, the Amalgamation, the FWT Director Appointments and the HWCC Name Change. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it will take the following steps indicated for it:

2.1.1 FWT will duly call and convene the FWT Meeting (or in the alternative, FWT may obtain approval of the FWT Shareholders by written resolution) at which the FWT Shareholders - 8 -

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will be asked to approve the Amalgamation described in the Documents, and FWT will use all commercially reasonable efforts to obtain the approval of the FWT Shareholders for the foregoing matters.

2.1.2 HWCC will duly call and convene the HWCC Meeting (or in the alternative, HWCC may obtain approval of the HWCC Shareholders by written resolution) at which the HWCC Shareholders will be asked to approve, among other things, the FWT Director Appointments, the Resulting Issuer Option Plan and the HWCC Name Change, and HWCC will use all commercially reasonable efforts to obtain the approval of the HWCC Shareholders for the foregoing matters.
2.1.3 FWT will use commercially reasonable efforts to complete the Financing.
2.1.4 FWT and Subco will amalgamate by way of statutory amalgamation under the OBCA on the terms and subject to the conditions contained in the Documents.
2.1.5 The Parties will cause the Articles of Amalgamation to be filed to effect the Amalgamation, pursuant to which:
2.1.5.1 FWT and Subco will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco;
2.1.5.2 subject to Section 2.1.6, holders of outstanding FWT Shares (including FWT Shares issued pursuant to the Financing) will receive five HWCC Shares for each FWT Share held (such ratio being the “ Exchange Ratio ”), and each such HWCC Share, after giving effect to the completion of the Business Combination, is herein called a “ Resulting Issuer Share ”;
2.1.5.3 each outstanding Subco Share will be cancelled and replaced by Amalco Shares on the basis of one Amalco Share for each Subco Share;
2.1.5.4 as consideration for the issuance of the HWCC Shares to the holders of FWT Shares to effect the Amalgamation, Amalco will issue to HWCC one fully paid Amalco Share for each HWCC Share so issued;
2.1.5.5 all of the property and assets of each of FWT and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of FWT and Subco;
2.1.5.6 holders of outstanding FWT securities other than FWT Shares will have such securities replaced with securities of the Resulting Issuer in numbers and exercise prices, as applicable, adjusted based on the Exchange Ratio; and
2.1.5.7 Amalco will be a wholly-owned Subsidiary of HWCC.
2.1.6 In accordance with Section 8.6, FWT Shares which are held by a Dissenting Shareholder will not be converted as prescribed by Section 2.1.5.2. However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a shareholder of FWT are otherwise reinstated, such Dissenting Shareholder’s Dissenting FWT Shares will thereupon be deemed to have been converted as of the Effective Date as prescribed by Section 2.1.5.2.
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2.1.7 Immediately following the filing of the Articles of Amalgamation to effect the Amalgamation, HWCC will:
2.1.7.1 reconstitute its board of directors to give effect to the FWT Director Appointments, and
2.1.7.2 file a articles of amendment to give effect to the HWCC Name Change.
2.1.8 As soon as practicable after the Effective Date, in accordance with normal commercial practice and Section 2.2.7, the Resulting Issuer will issue or cause to be issued certificates, DRS Statements or electronic positions within CDS representing the appropriate number of the Resulting Issuer Shares to the former FWT Shareholders. No fractional Resulting Issuer Shares will be delivered to any FWT Shareholder otherwise entitled thereto and instead the number of Resulting Issuer Shares to be issued to each former FWT Shareholder will be rounded down to the nearest whole number.
2.1.9 The Parties acknowledge that the TSXV will require some or all of the Resulting Issuer Shares issued pursuant to the Business Combination to be held in escrow and FWT agrees to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the TSXV including the execution and delivery of the TSXV Escrow Agreement.
2.1.10 The Parties will take any other action and do any other things, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Business Combination.

2.2 Implementation Covenants

2.2.1 Filing Statement. FWT and HWCC will use commercially reasonable efforts to jointly prepare the Filing Statement together with any other documents required by applicable Laws in connection with the Business Combination and HWCC will file the final Filing Statement required by applicable Laws as soon as reasonably practicable.
2.2.2 Preparation of FWT Meeting Documentation. FWT will duly prepare the documentation required in connection with the FWT Meeting, and deliver such documentation to FWT Shareholders, unless FWT obtains approval of the FWT Shareholders in accordance with Section 2.1.1.
2.2.3 Preparation of HWCC Meeting Documentation. HWCC will duly prepare documentation required in connection with the HWCC Meeting, and deliver such documentation to HWCC Shareholders, unless HWCC obtains approval of the HWCC Shareholders in accordance with Section 2.1.2.
2.2.4 Listing. HWCC, with the assistance of FWT, will use all commercially reasonable efforts to have the issuance of all the Resulting Issuer Shares, including those issuable upon exercise of the Resulting Issuer Convertible Securities, accepted by the TSXV.
2.2.5 Preparation of Filings. FWT and HWCC (each a “ Disclosing Party ”) will cooperate in the preparation of any documents and taking of all actions reasonably deemed by either FWT or HWCC to be necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:
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2.2.5.1 each Disclosing Party will furnish to the other Party (the “ Receiving Party ”) all such information concerning the Disclosing Party and its securityholders as may be required to effect the actions described in this Article 2, and each Disclosing Party covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will, to its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
2.2.5.2 each Disclosing Party will promptly notify the Receiving Party if at any time before the Effective Date the Disclosing Party becomes aware that the Filing Statement contains any 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. In any such event, FWT and HWCC will cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, will cause the same to be filed with the applicable Securities Authorities; and
2.2.5.3 each Disclosing Party will ensure that the Filing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, that the Filing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself 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.
2.2.6 Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement will be substantially in the form attached as Schedule A. Subco will (and HWCC will cause Subco to), subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, deliver to FWT the duly executed Articles of Amalgamation and related documents, which will be filed by FWT with the Director.
2.2.7 Resulting Issuer Shares and Procedures.
2.2.7.1 On the Effective Date:
- 2.2.7.1.1 the FWT Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting FWT Shares) will be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled hereunder;
- 2.2.7.1.2 the Resulting Issuer will deposit such Resulting Issuer Shares with the Depositary and/or the electronic positions representing such Resulting Issuer Shares with CDS, as applicable, to satisfy the consideration issuable to such FWT Shareholders; and
- 2.2.7.1.3 any certificates formerly representing FWT Shares that are held by such FWT Shareholders will cease to represent any claim upon or interest in FWT other than the right of the registered
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holder to receive the number of Resulting Issuer Shares to which it is entitled hereunder, all in accordance with the provisions of the Amalgamation Agreement.

2.2.7.2 As soon as reasonably practicable after the Effective Date, the Depositary will forward to, or hold for pick-up by, each former FWT Shareholder that submitted evidence of entitlement to the Depositary, together with the certificate (if any) representing the FWT Shares held by such FWT Shareholder or such other evidence of ownership of such FWT Shares as is satisfactory to the Depositary, acting reasonably, either:
2.2.7.2.1 the certificates representing the Resulting Issuer Shares to which such FWT Shareholder is entitled; or
2.2.7.2.2 confirmation of a non-certificated electronic position transfer in CDS representing the Resulting Issuer Shares to which such FWT Shareholder is entitled,
all in accordance with the provisions of the Amalgamation Agreement.
2.2.7.3 HWCC, as the registered holder of the Subco Shares, will be deemed to be the registered holder of the Amalco Shares, and HWCC will be entitled to receive a share certificate representing the number of Amalco Shares. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by HWCC will be evidence of HWCC’s right to be registered as a shareholder of Amalco. Share certificates evidencing Subco Shares will cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

2.3 Board of Directors and Senior Officers

Each Party hereby agrees that upon completion of the Business Combination and giving effect to the FWT Director Appointments, and subject to approval by the TSXV, the board of directors and senior officers of the Resulting Issuer will consist of the following:

Name	Title
C. Howie Honeyman	Director, President and Chief Executive Officer
Wayne Maddever	Director and Chief Operating Officer
Andrew Pasternak	Director and Chair
John Koehle	Director
Sheldon Kales	Director

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of FWT

FWT hereby represents and warrants to HWCC, and acknowledges that HWCC is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

3.1.1 FWT has been duly incorporated and is validly existing under the laws of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction;
3.1.2 FWT has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
3.1.3 the authorized capital of FWT consist of an unlimited number of FWT Shares, of which, at the date hereof, there are 11,032,000 FWT Shares issued and outstanding; except for such FWT Shares and the FWT Convertible Securities, FWT has no other securities issued and outstanding at the date hereof;
3.1.4 FWT is not a party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any FWT Shares, or securities convertible into or exchangeable for FWT Shares other than (i) under the terms of the FWT Convertible Securities and (ii) the securities to be issued pursuant to the Financing;
3.1.5 FWT is not a reporting issuer nor an associate of any reporting issuer (as defined in the Securities Act (Ontario)) and the FWT Shares do not trade on any exchange;
3.1.6 FWT has all requisite corporate capacity, power and authority, and possesses all material certificates, authorizations, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by FWT, and to own its assets, and is in compliance in all material respects with such certificates, authorizations, permits or licenses, and FWT has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, alone or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of FWT;
3.1.7 FWT is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the FWT Financial Statements;
3.1.8 FWT has no Subsidiaries;
3.1.9 each of the Documents has been or at the Effective Time will be, duly authorized, and with respect to this Agreement, executed and delivered by FWT and constitutes a valid and binding obligation of FWT enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers,
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privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of FWT, other than the submission of the Amalgamation to the FWT Shareholders, is necessary to authorize this Agreement and the transactions contemplated hereby;

3.1.10 the entering into and the performance by FWT of the Business Combination contemplated in the Documents:
3.1.10.1 do not require any consent, approval, authorization or order of any court or governmental agency, body or Governmental Authority, except that which may be required under applicable corporate and securities legislation and the policies of the TSXV;
3.1.10.2 will not contravene any statute or regulation of any Governmental Authority that is binding on FWT where such contravention would have a Material Adverse Effect; and
3.1.10.3 will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of FWT or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which FWT is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;
3.1.11 there are no legal, regulatory, governmental or similar proceedings pending or, to the knowledge of FWT, contemplated or threatened, to which FWT is a party or to which the property of FWT is subject;
3.1.12 the FWT Financial Statements present fairly, in all material respects, the financial position of FWT as at such date, and do not omit to state any material fact that is required by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
3.1.13 except as disclosed in the FWT Financial Statements or in writing to HWCC, there are no plans for retirements, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation incentive or otherwise contributed to or required to be contributed to, by FWT for the benefit of any current or former director, officer, employee or consultant of FWT;
3.1.14 FWT maintains insurance against loss or damage in respect of its assets, business and operations, with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses;
3.1.15 FWT is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of FWT;
3.1.16 FWT owns or possess adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the best of FWT’s knowledge, after due inquiry, FWT is not infringing upon the rights of any other person with respect to any such trademarks, patents, copyrights or
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trade secrets and, no person has infringed any such trademark, patents, copyrights or trade secrets;

3.1.17 there are no material liabilities of FWT whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the FWT Financial Statements except for those incurred in the ordinary course of business as of the date hereof;
3.1.18 all taxes (including income taxes, capital tax, payroll taxes, employer health taxes, workers’ compensation payments, property taxes, sales, use, goods and services taxes, valueadded taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by FWT have been paid or provision made therefor in the FWT Financial Statements except where the failure to pay such Taxes would not result in a Material Adverse Effect for FWT. All tax returns, declarations, remittances and filings required to be filed by FWT have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of FWT, no examination of any tax return of FWT is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by FWT. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to FWT;
3.1.19 there is no person, firm or company acting or purporting to act at the request of FWT who is or will be entitled to any brokerage or finder’s fee in connection with the transactions contemplated herein, except for the investment dealers that will act as agents in connection with the Financing and will receive compensation from FWT in such capacities in accordance with the terms of the Financing or the FWT Finder’s Fee;
3.1.20 FWT has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, and FWT has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licenses, leases or other instruments conferring rights to FWT for the conduct of their business;
3.1.21 all activities of FWT have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws, including, without limitation, Environmental Laws;
3.1.22 any and all material agreements pursuant to which FWT holds any of their material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, FWT is not in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, FWT is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licenses and concessions pursuant to which FWT derives its interests in such material assets are in good standing and there has been no material default under any such leases, licenses and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;
3.1.23 FWT does not have any freehold interest in any property;
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3.1.24 With respect to environmental conditions:
3.1.24.1 FWT, the conduct of FWT’s business by FWT, and FWT’s current use of the Leased Premises have been and are in compliance with all applicable Environmental Laws, and there are no facts that would give rise to noncompliance by FWT with any Environmental Laws, either in the conduct by FWT of FWT’s business, or in the current use and condition of any of the Leased Premises;
3.1.24.2 FWT, and any Person for whom FWT is responsible under all Environmental Laws, have imported, processed, distributed, used, treated, stored, disposed of, transported, exported or handled Hazardous Substances in strict compliance with all Environmental Laws;
3.1.24.3 there has been no Release of any Hazardous Substance in the course of FWT’s business from, at, on or under the Leased Premises or, to the knowledge of FWT, from or on to any other properties, except in compliance with all Environmental Laws;
3.1.24.4 there has been no Remedial Order issued to FWT in respect of FWT’s business, or with respect to any of the Leased Premises and, to the knowledge of FWT, no Remedial Orders are threatened, and there are no facts that could give rise to any Remedial Orders;
3.1.24.5 FWT has received no notice of claim, summons, order, direction or other communication relating to non-compliance with any Environmental Laws from any Governmental Authority or other third party; and
3.1.24.6 there is no pending or, to the knowledge of FWT, threatened matter, act or fact that could cause FWT, the conduct of FWT’s business, or any of the Leased Premises, to be no longer in compliance with all applicable Environmental Laws.
3.1.25 except as disclosed in the FWT Financial Statements or in writing to HWCC, FWT does not have any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada));
3.1.26 there are no outstanding labour disputes (whether filed or lodged with FWT or any other person or organization), pending labour disruptions or pending unionization with respect to FWT;
3.1.27 FWT is not bound by or a party to any collective bargaining agreement;
3.1.28 except with respect to the FWT Convertible Debentures and the FWT Secured Debentures, which contractually restrict payment of dividends until repayment of the FWT Convertible Debentures and the FWT Secured Debentures, respectively, there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which FWT is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of FWT or the payment of dividends by FWT to the holders of their securities;
3.1.29 except as disclosed in the FWT Financial Statements or in writing to HWCC, FWT is not party to any loan, bond, debenture, promissory note or other instrument evidencing
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indebtedness (demand or otherwise) for borrowed money (“ Debt Instrument ”) or any agreement, contract or commitment to create, assume or issue any Debt Instrument;

3.1.30 FWT is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of FWT to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of FWT or which would prohibit or restrict FWT from entering into and completing the Business Combination;
3.1.31 FWT is not a party to any agreement, nor is FWT aware of any agreement, which in any manner affects the voting control of any of the FWT Shares or other securities of FWT;
3.1.32 FWT is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of FWT taken as a whole or the legal environments under which FWT operate;
3.1.33 no representation, warranty or statement of FWT in this Agreement contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;
3.1.34 the corporate records and minute books of FWT contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since their respective dates of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed; and
3.1.35 HWCC will have the benefit of the representations and warranties made by FWT to the Agents and set forth in the Agency Agreement. Such representations and warranties will form an integral part of this Agreement and will survive the closing of the Financing and will continue in full force and effect for the benefit of HWCC in accordance with the Agency Agreement and this Agreement.

3.2 Representations and Warranties of HWCC

HWCC hereby represents and warrants to FWT, and acknowledges that FWT is relying upon these representations and warranties in connection with the entering into of this Agreement, as follows:

3.2.1 HWCC has been duly incorporated and is validly existing under the laws of the Province of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction;
3.2.2 HWCC has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
3.2.3 the authorized capital of HWCC consists of an unlimited number of HWCC Shares, of which 7,724,999 HWCC Shares are currently issued and outstanding; except for such HWCC Shares and the HWCC Convertible Securities, HWCC has no other securities issued and outstanding as of the date of this Agreement;
3.2.4 other than under the terms of the HWCC Convertible Securities, HWCC is not a party to any agreement (and has not granted any agreement, warrant, option or right or privilege
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capable of becoming such an agreement) for the purchase, subscription or issuance of any HWCC Shares or securities convertible into or exchangeable for HWCC Shares;

3.2.5 since February 3, 2021, HWCC has not entered into any contract in respect of its business or assets, other than in the ordinary course of business, and has continued to carry on its business and maintain its assets in the ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and without limitation but subject to the above exceptions, has maintained payables and other liabilities at levels consistent with past practice, not engaged or committed to engage in any extraordinary material transactions and has not made or committed to make distributions, dividends or special bonuses;
3.2.6 HWCC is a reporting issuer, or the equivalent thereof, in the provinces of Alberta, British Columbia and Ontario (collectively, the “ Reporting Jurisdictions ”) and is not currently in default of any requirement of the applicable laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities in such provinces;
3.2.7 the issued and outstanding HWCC Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of HWCC is currently outstanding and no proceedings for such purpose are pending or, to the knowledge of HWCC, threatened (although the HWCC Shares are currently halted in accordance with the policies of the TSXV);
3.2.8 HWCC is a “CPC” (as such term is defined in Policy 2.4 of the TSXV) and the Amalgamation will constitute HWCC’s Qualifying Transaction and HWCC has to date complied with all of the requirements contained in the Policy 2.4 of the TSXV;
3.2.9 HWCC is in compliance in all material respects with all its disclosure obligations under applicable Laws and all documents filed by HWCC pursuant to such obligations are in compliance in all material respects with applicable Laws and, other than in respect of documents that have been amended or refiled 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 under which they were made, not misleading;
3.2.10 HWCC has no associates (as defined in the Securities Act (Ontario)) and is not a partner, co-tenant, joint venture or otherwise a participant in any partnership, joint venture, cotenancy or other similarly joint owned business;
3.2.11 HWCC has no assets other than cash or cash equivalents, has not commenced any commercial operations and has not and will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a potential Qualifying Transaction;
3.2.12 HWCC has all requisite corporate capacity, power and authority, and possesses all material certificates, authorizations, permits and licenses issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorizations, permits or licenses, and HWCC has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the
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conduct of the business, operations, financial condition, income or future prospects of HWCC;

3.2.13 other than Subco, HWCC has no Subsidiaries;
3.2.14 each of the Documents has been, or at the Effective Time will be, duly authorized and, with respect to this Agreement, executed and delivered by HWCC and constitutes a valid and binding obligation of HWCC enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of HWCC, other than the approval of the matters for which shareholder approval is to be sought at the HWCC Meeting in accordance with this Agreement, is necessary to authorize this Agreement and the transactions contemplated hereby;
3.2.15 the entering into and the performance by HWCC and Subco of the transactions contemplated in the Documents:
3.2.15.1 do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation and the policies of the TSXV;
3.2.15.2 will not contravene any statute or regulation of any governmental authority which is binding on HWCC or Subco where such contravention would have a Material Adverse Effect; and
3.2.15.3 will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of HWCC or Subco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which HWCC or Subco is or will be a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;
3.2.16 there are no legal or governmental proceedings pending or, to the knowledge of HWCC, contemplated or threatened, to which HWCC is a party or to which the property of HWCC is subject other than the request to change HWCC’s name by Hopewell Group of Companies as disclosed to FWT;
3.2.17 the audited annual financial statements of HWCC for the year ended January 31, 2019 and 2020 and the notes thereto and the unaudited amended and restated condensed interim financial statements of HWCC as at July 31, 2020 and October 31, 2020 and the notes thereto, as amended and restated (collectively, the “ HWCC Financial Statements ”), in each case, have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of HWCC as at such date, and do not omit to state any material fact that is required by IFRS or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
3.2.18 HWCC has no outstanding material liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the HWCC Financial Statements;
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3.2.19 except as disclosed to FWT in writing and as will be disclosed in the Filing Statement, HWCC has not entered into any material contract as of the date hereof;
3.2.20 except as disclosed in the HWCC Financial Statements, HWCC has not engaged in any transaction with any non-arm’s length person;
3.2.21 all Taxes due and payable by HWCC have been paid or provision made therefor in the financial statements of HWCC except for where the failure to pay such Taxes would not result in a Material Adverse Effect for HWCC. All tax returns, declarations, remittances and filings required to be filed by HWCC have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of HWCC, no examination of any tax return of HWCC is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by HWCC. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to HWCC;
3.2.22 there is no person, firm or company acting or purporting to act at the request of HWCC who is entitled to any brokerage or finder’s fee in connection with the transactions contemplated in the Documents;
3.2.23 HWCC has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation and HWCC has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any concessions, licenses, leases or other instruments conferring rights to HWCC;
3.2.24 to the knowledge of HWCC, after due inquiry all activities of HWCC have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws;
3.2.25 HWCC is not bound by or a party to any employment contracts. No current or former director, officer, shareholder, employee or independent contractor of HWCC or any person not dealing at arm’s length within the meaning of the Income Tax Act (Canada) with any such person is indebted to HWCC;
3.2.26 since the date of its incorporation HWCC has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on HWCC Shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any HWCC Shares or securities or agreed to do any of the foregoing;
3.2.27 there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which HWCC is a party any restriction upon or impediment to, the declaration or payment of dividends by the directors of HWCC or the payment of dividends by HWCC to the holders of its securities;
3.2.28 HWCC is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;
3.2.29 except to the extent that HWCC must comply with the policies of the TSXV, HWCC is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of HWCC to compete in any line of business,
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or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of HWCC or which would prohibit or restrict HWCC from entering into and completing the Business Combination;

3.2.30 HWCC is not a party to any agreement nor is HWCC aware of any agreement, which in any manner affects the voting control of any of the securities of HWCC;
3.2.31 HWCC is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of HWCC;
3.2.32 the corporate records and minute books of HWCC contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed;
3.2.33 no representation, warranty or statement of HWCC or Subco in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading; and
3.2.34 HWCC does not maintain any insurance except outside director insurance for one of the directors.

3.3 Survival

For greater certainty, the representations and warranties of each of FWT and HWCC contained herein will survive the execution and delivery of this Agreement and will terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

Except as required by Law or is otherwise expressly permitted or specifically contemplated by this Agreement, each Party covenants and agrees to the following, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless the other Party otherwise agrees in writing:

4.1.1 A Party will, and will cause its Subsidiaries (if any) to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and a Party will and will cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it will not, and will cause its Subsidiaries to not, without the prior written consent of the other Party, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, will maintain payables and other liabilities at levels consistent with past practice, will not engage or commit to engage in any extraordinary material transactions and will not make or commit to make distributions, dividends or special bonuses, without the prior written consent of the other Party.
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4.1.2 Other than as contemplated by this Agreement, a Party will not directly or indirectly do or permit to occur any of the following:
4.1.2.1 amend its Governing Documents;
4.1.2.2 declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;
4.1.2.3 issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than:
- 4.1.2.3.1 in the case of FWT, (i) in connection with the Financing, and (ii) the issuance of FWT Shares upon the exercise of any FWT Convertible Securities; and
- 4.1.2.3.2 in the case of HWCC, (i) waiving the cancellation of 50% of “seed shares” in the capital of HWCC held by insiders of HWCC subject to HWCC disinterested Shareholder approval at the HWCC Meeting; (ii) amending the escrow terms for the CPC escrowed securities as permitted under Policy 2.4 of the TSXV subject to HWCC disinterested Shareholder approval at the HWCC Meeting; and (iii) issuing HWCC Shares upon exercise of existing options;
4.1.2.4 redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
4.1.2.5 split, combine or reclassify any of its shares;
4.1.2.6 adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; or
4.1.2.7 enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above.

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by HWCC

HWCC, as sole shareholder of Subco, will waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and will sign a resolution in writing of the sole shareholder of Subco approving the Amalgamation.

5.2 Representations and Warranties

5.2.1 FWT covenants and agrees that, from the date hereof until the termination of this Agreement, FWT will not take any action, or fail to take any action, which would or may
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reasonably be expected to result in the representations and warranties set out in Section 3.1 being untrue in any material respect.

5.2.2 HWCC covenants and agrees that, from the date hereof until the termination of this Agreement, HWCC will not, and will ensure that its Subsidiaries do not, take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 3.2 being untrue in any material respect.

5.3 Notice of Material Change

5.3.1 From the date hereof until the termination of this Agreement, each Party will promptly notify the other Party in writing of:
5.3.1.1 any material change (actual, anticipated, contemplated or, to the knowledge of the applicable Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;
5.3.1.2 any change in the facts relating to any representation or warranty set out in Sections 3.1 or 3.2, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
5.3.1.3 any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
5.3.2 Each Party will in good faith discuss with the other Party any change in circumstances (actual, anticipated, contemplated or, to the knowledge of the applicable Party or any of its Subsidiaries, threatened, financial or otherwise) that is of such a nature that there may be a reasonable question as to whether notice needs to be given to the other pursuant to this Section 5.3.

5.4 Non-Solicitation

From the date of this Agreement until the Effective Date or the date this Agreement is terminated in accordance with Section 8.1, whichever date occurs earliest, each Party agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, each Party agrees not to 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 or assets of that Party, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event a Party, including any of its officers or directors, receives any form of offer or inquiry, that Party will forthwith (in any event within one business day following receipt) notify the other Party of such offer or inquiry and provide it with such details as it may request.

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5.5 Other Covenants

Each Party covenants and agrees that it will:

5.5.1 use all commercially reasonable efforts to consummate the Business Combination and all matters described in the Filing Statement, subject only to the terms and conditions thereof;
5.5.2 use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals;
5.5.3 not, other than in connection with the Business Combination, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities; and
5.5.4 not, other than in connection with the Business Combination, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the Business Combination contemplated hereby.

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

The Parties will, as promptly as practicable hereafter, prepare and file all filings required under any securities Laws, the rules and policies of the TSXV or any other applicable Laws relating to the Business Combination contemplated hereby.

6.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each Party hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Business Combination contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

6.2.1 to obtain all necessary waivers, consents and approvals from other Party to material agreements, leases and other contracts or agreements;
6.2.2 to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;
6.2.3 to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Party to consummate the Business Combination contemplated hereby;
6.2.4 to effect all necessary registrations and other filings and submissions of information requested by the TSXV;
6.2.5 to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities;
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6.2.6 to fulfill all conditions and satisfy all provisions of this Agreement; and
6.2.7 to complete the Business Combination on or before July 31, 2021.

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete each step of the Business Combination contemplated by this Agreement will be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties:

7.1.1 the Resulting Issuer, upon completion of the Business Combination, will meet the minimum original listing requirements of the TSXV and the Business Combination, including the issuance of the Resulting Issuer Shares pursuant thereto, will have been approved and accepted as HWCC’s Qualifying Transaction in accordance with Policy 2.4 of the TSXV;
7.1.2 there will not be in force any order or decree restraining or enjoining the consummation of the Business Combination;
7.1.3 this Agreement will not have been terminated pursuant to Article 8;
7.1.4 all Regulatory Approvals and corporate approvals will have been obtained; and
7.1.5 each Party will not have entered into any transaction or contract that would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party.

If any of the above conditions will not have been complied with or waived by the Parties on or before the Completion Deadline or the date required for the performance of any of the above conditions, if such date is earlier than the Completion Deadline, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party may not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

7.2 Additional Conditions Precedent to the Obligations of FWT

The obligations of FWT to complete the Business Combination contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of FWT and may be waived by FWT and any one or more of which, if not satisfied or waived, will relieve FWT of any obligation under this Agreement):

7.2.1 on or prior to the Effective Date, and effective upon completion of the Amalgamation, each of the directors and officers of HWCC will have tendered their resignations and provided mutual releases in a form acceptable to FWT, and the board of directors of HWCC, subject
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to the approval of the TSXV, will have been reconstituted, and the officers will have been appointed, as set forth in Section 2.3;

7.2.2 no Material Adverse Change with respect to HWCC will have occurred between the date of this Agreement and the Effective Date;
7.2.3 HWCC will not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of HWCC contained in this Agreement will have been true and correct in all material respects as of the date of this Agreement and will not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or non-performance, the breaching Party will have had five Business Days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of HWCC or another officer satisfactory to FWT will so certify immediately prior to the Effective Date;
7.2.4 the HWCC board of directors and HWCC Shareholders, and the Subco board of directors as necessary, will have adopted all necessary resolutions and all other necessary corporate actions will have been taken by HWCC to permit the consummation of the Business Combination and the transactions contemplated therewith, including the FWT Director Appointments, the appointment of KPMG LLP, as auditors, and the HWCC Name Change; and
7.2.5 FWT will have received from counsel to HWCC favorable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as FWT and its counsel may reasonably request.

If any of the above conditions will not have been complied with or waived by FWT on or before the Completion Deadline or the date required for the performance of any of the above conditions, if such date is earlier than the Completion Deadline, then, subject to the cure provision provided for in Section 7.2.3, FWT may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by FWT. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by FWT of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, FWT will not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.3 Additional Conditions Precedent to the Obligations of HWCC

The obligations of HWCC to complete each step of the Business Combination contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of HWCC and may be waived by HWCC and any one or more of which, if not satisfied or waived, will relieve HWCC of any obligation under this Agreement):

7.3.1 no Material Adverse Change with respect to FWT taken as a whole will have occurred between the date of this Agreement and the Effective Date;
7.3.2 FWT will not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of FWT contained in this Agreement will have been true and correct in all
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material respects as of the date of this Agreement and will not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or non-performance, the breaching Party will have had five Business Days to cure such misrepresentation, breach or nonperformance), and the Chief Executive Officer of FTW or another officer satisfactory to HWCC will so certify immediately prior to the Effective Date;

7.3.3 the board and the shareholders of FWT will have adopted all necessary resolutions and all other necessary corporate actions will have been taken by FWT to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith;
7.3.4 HWCC will have received from counsel to HWCC favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as HWCC and its counsel may reasonably request, including with respect to the corporate existence and ownership of FWT; and
7.3.5 the Financing will have been completed for minimum gross proceeds of $4,250,000.

If any of the above conditions will not have been complied with or waived by HWCC on or before the Completion Deadline or the date required for the performance of any of the above conditions, if earlier than the Completion Deadline, then, subject to the cure provision provided for in Section 7.3.2, HWCC and Subco may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by HWCC or Subco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by HWCC or Subco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, either Party will rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.4 Merger of Conditions

The conditions set out in Sections 7.1, 7.2 and 7.3 will be conclusively deemed to have been satisfied, waived or released by the Parties on the filing of the Articles of Amalgamation with the Director and such other documents as are required to be filed under the OBCA for acceptance by the Director to give effect to the Amalgamation.

7.5 Closing Matters

The completion of the transactions contemplated under this Agreement will be effected via electronic exchange or at the offices of FWT’s counsel, Gowling WLG (Canada) LLP, at 10:00 a.m. (Toronto time) (the “ Time of Closing ”) on the Effective Date.

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

This Agreement may be terminated at any time before the Effective Date:

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8.1.1 by mutual written consent of FWT and HWCC;
8.1.2 by FWT, upon written notice to HWCC (specifying in reasonable detail the circumstances giving rise to FWT’s right to terminate):
8.1.2.1 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.2 ( Additional Conditions Precedent to the Obligations of FWT ) that has not been waived by FWT is not satisfied at or before the Effective Time; or
8.1.2.2 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.2 ( Additional Conditions Precedent to the Obligations of FWT ) that has not been waived by FWT is not capable of being satisfied by the Completion Deadline,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of FWT’s breach of this Agreement;

8.1.3 by HWCC, upon written notice to FWT (specifying in reasonable detail the circumstances giving rise to HWCC’s right to terminate):
8.1.3.1 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.3 ( Additional Conditions Precedent to the Obligations of HWCC ) that has not been waived by HWCC is not satisfied at or before the Effective Time; or
8.1.3.2 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.3 ( Additional Conditions Precedent to the Obligations of HWCC ) that has not been waived by HWCC is not capable of being satisfied by the Completion Deadline,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of HWCC’s breach of this Agreement; or

8.1.4 by FWT or HWCC, upon written notice to the other Party, if the Effective Date does not occur by 11:59 p.m. (Toronto time) on the Completion Deadline, provided that FWT may not terminate this Agreement under this Section 8.1.4 if the failure of the Effective Date to occur is the result, directly or indirectly, of FWT’s breach of this Agreement, and HWCC may not terminate this Agreement under this Section 8.1.4 if the failure of the Effective Date to occur is the result, directly or indirectly, of the breach of this Agreement by HWCC.

8.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will forthwith have no further force or effect and there will be no obligation on the part of HWCC or FWT hereunder except as set forth in Section 8.3 and Section 8.4, which provisions will survive the termination of this Agreement. Nothing herein will relieve any Party from liability for any breach of this Agreement.

8.3 Termination Fee

8.3.1 If this Agreement is terminated under Sections 8.1.2, 8.1.3 or 8.1.4 primarily due to one or more of the following reasons:
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8.3.1.1 FWT is unable to raise the minimum amount of Financing;
8.3.1.2 the minimum amount of Financing is insufficient to meet the budgeting requirements of the TSXV; or
8.3.1.3 the termination is caused by a delay of FWT’s audit or auditor’s review of interim financial statements,

then, despite Section 8.4, FWT will pay to HWCC the amount equal to the aggregate out of pocket costs and expenses occurred by HWCC in relation to the Business Combination from the date of the Letter of Intent until the effective date that this Agreement is terminated.

8.4 Fees and Expenses

Subject to Section 8.3, each of FWT and HWCC will pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Qualifying Transaction, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein.

8.5 Amendment

This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties hereto.

8.6 Dissenting Shareholders

On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and FWT for the purchase of their Dissenting FWT Shares or the pronouncement of a court order pursuant to section 185 of the OBCA, a Dissenting Shareholder will cease to have any rights as a FWT Shareholder other than the right to be paid the fair value of its Dissenting FWT Shares in the amount agreed to or as ordered by the court, as the case may be. Despite anything in this Agreement to the contrary, Dissenting FWT Shares which are held by a Dissenting Shareholder will not be exchanged for HWCC Shares on the Effective Date as provided in Section 2.1. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under section 185 of the OBCA, the Dissenting Shareholder’s Dissenting FWT Shares will thereupon be deemed to have been exchanged as of the Effective Date for HWCC Shares on the basis set forth in Section 2.1.

8.7 Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party’s agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party’s representations or warranties contained herein or in any document delivered by the other Party hereto; provided, however, that any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such Party.

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ARTICLE 9 GENERAL

9.1 Notices

All notices and other communications given or made pursuant hereto will be in writing and will be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as will be specified by the Parties by like notice):

if to FWT:

Forward Water Technologies Inc. 1086 Modeland Road Sarnia, ON N7S 6L2

Attention: C. Howie Honeyman E-mail: [email protected]

with a copy to:

Gowling WLG (Canada) LLP Suite 1600 - 100 King Street West Toronto, ON M5X 1G5

Attention: Nurhan Aycan E-mail: [email protected]

if to HWCC or Subco:

Hope Well Capital Corp. c/o 77 King St W, Suite 3000 Toronto, ON M5K 1G8

Attention: Sheldon Kales E-mail: [email protected]

with a copy to:

Hong Wilkin Business Law Professional Corporation 235 Yorkland Blvd., Suite 802 Toronto, ON M2J 4Y8

Attention: Judith Hong Wilkin E-mail: [email protected]

9.2 Assignment

Neither this Agreement nor any right or obligation under this Agreement may be assigned by either Party without the prior written consent of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

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9.3 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter of this Agreement, including but not limited to, the Letter of Intent. No other agreements, representations, warranties or other matters, whether oral or written, will be deemed to bind the Parties hereto with respect to the subject matter of this Agreement.

9.4 Further Assurances

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

9.5 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Agreement, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

9.6 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

9.7 Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time will have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

9.8 Public Announcement; Disclosure and Confidentiality

9.8.1 Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties will make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent will not be unreasonably withheld, provided that no Party will be prevented from making any disclosure that is required to be made by applicable Law or any rules of a stock exchange or similar organization to which that Party is bound.
9.8.2 All information provided to or received by the Parties will be treated as confidential (“ Confidential Information ”). Subject to the provisions of this Section, no Confidential Information will be published by any Party without the prior written consent of the other Party, but such consent in respect of the reporting of factual data will not be unreasonably withheld. The consent required by this Section will not apply to a disclosure to:
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9.8.2.1 comply with any applicable Laws;
9.8.2.2 a director, officer or employee of a Party;
9.8.2.3 an affiliate (within the meaning of the OBCA) of a Party;
9.8.2.4 a consultant, contractor or subcontractor of a Party that has a bona fide need to be informed; or
9.8.2.5 any third party to whom the disclosing Party may assign any of its rights under this Agreement;

provided, however, that in the case of Section 9.8.2.5 the third party agrees to maintain in confidence any of the Confidential Information so disclosed to it.

9.8.3 The obligations of confidence and prohibitions against use of Confidential Information under this Agreement will not apply to information that the disclosing Party can show by reasonable documentary evidence or otherwise:
9.8.3.1 as of the date of this Agreement, was in the public domain;
9.8.3.2 after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing Party or an affiliate (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or
9.8.3.3 was information that the disclosing Party or its affiliates were required to disclose pursuant to the order of any Governmental Authority.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

FORWARD WATER TECHNOLOGIES INC.

By: “C.Howie Honeyman” Name: C. Howie Honeyman Title: CEO & President

HOPE WELL CAPITAL CORP.

By: “ ” Sheldon Kales Name: Sheldon Kales Title: CEO, CFO & Secretary

[ Signature page – Business Combination Agreement ]

SCHEDULE A AMALGAMATION AGREEMENT

(Attached)

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AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of the [] day of [], 2021,

BETWEEN:

HOPE WELL CAPITAL CORP. ,

a corporation incorporated under the laws of the Province of Ontario (“ HWCC ”)

and -

2644246 ONTARIO LIMITED ,

a corporation incorporated under the laws of the Province of Ontario (“ Subco ”)

and -

FORWARD WATER TECHNOLOGIES INC. ,

a corporation incorporated under the laws of the Province of Ontario (“ FWT ”)

CONTEXT

A. FWT and HWCC have agreed to combine their businesses and assets pursuant to the Business Combination Agreement;
B. FWT, HWCC and Subco are each incorporated under the OBCA;
C. Subco is a wholly-owned subsidiary of HWCC.
D. The authorized capital of FWT consists of an unlimited number of FWT Shares, of which [  ] FWT Shares are issued and outstanding at the date of this Agreement as fully paid and nonassessable shares.
E. The authorized capital of Subco consists of an unlimited number of Subco Shares, of which [  ] Subco Shares are issued and outstanding at the date of this Agreement as fully paid and nonassessable shares, all of which are owned beneficially and of record by HWCC.
F. Pursuant to the Amalgamation, and subject to the terms of the Business Combination Agreement, FWT and Subco will amalgamate and continue as Amalco, which will become a wholly-owned subsidiary of HWCC, and HWCC will issue to each FWT Shareholder five HWCC Shares for each one FWT Share held.
G. FWT, HWCC and Subco have each made full disclosure to the other of all their respective assets and liabilities.

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

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1. Interpretation

In this Agreement, including the recitals hereto, the following words and expressions will have the respective meanings ascribed to them below:

“ Agreement ” means this agreement, its recitals and exhibits, as the same may be amended, modified or supplemented from time to time;

“ Amalco ” means the corporation resulting from the Amalgamation and continuing the corporate existence of the Amalgamating Corporations;

“ Amalco Shareholder ” means a registered holder of Amalco Shares, from time to time, and “ Amalco Shareholders ” means all of such holders;

“ Amalco Shares ” means the Common Shares in the capital of Amalco;

“ Amalgamating Corporations ” means FWT and Subco and “ Amalgamating Corporation ” means either of them as applicable;

“ Amalgamation ” means the amalgamation of the Amalgamating Corporations pursuant to the provisions of the OBCA in the manner contemplated in and pursuant to this Agreement;

“ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation to be filed with the Director appointed under the OBCA pursuant to this Agreement, in the form annexed hereto as Exhibit A;

“ Business Combination Agreement ” means the business combination agreement dated June [  ] , 2021 between FWT and HWCC;

“ CDS ” means CDS Clearing and Depositary Services Inc.;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

“ Depositary ” means TSX Trust Company at its principal office in Toronto, Ontario, which is also the transfer agent and registrar for the HWCC Shares;

“ Director ” means the Director appointed under section 278 of the OBCA;

“ Dissenting Shareholder ” means a registered FWT Shareholder who, in connection with the special resolution of the Shareholders which approves and adopts this Agreement, has exercised the right to dissent pursuant to section 185 of the OBCA in strict compliance with the provisions of this Agreement and thereby becomes entitled to be paid the fair value of his, her or its FWT Shares and who has not withdrawn the notice of the exercise of such right as permitted by section 185 of the OBCA;

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

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date;

“ fair value ” where used in relation to a FWT Share held by a Dissenting Shareholder, means fair value as determined by a court under section 185 of the OBCA or as agreed between FWT and the Dissenting Shareholder;

“ FWT Shares ” means the Common Shares in the capital of FWT;

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“ FWT Shareholder ” means a registered holder of FWT Shares, from time to time, and “ FWT Shareholders ” means all of such holders.

“ HWCC Name Change ” means, subject to the completion of the Amalgamation, a change in the name of HWCC to “Forward Water Technologies Corp.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of HWCC following the Amalgamation;

“ HWCC Shares ” means the Common Shares in the capital of HWCC;

“ Parties ” means FWT, Subco and HWCC, and “ Party ” means each of them as applicable;

“ Person ” means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning;

“ OBCA ” means the Business Corporations Act (Ontario) as the same has been and may hereafter from time to time be amended;

“ Subco ” is defined in the recital of the Parties above;

“ Subco Shares ” means the Common Shares in the capital of Subco;

“ Subco Shareholder ” means the registered holder of Subco Shares, being HWCC.

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of this Agreement will prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations will amalgamate to create and continue as Amalco under the provisions of section 175 of the OBCA, on the terms and conditions set out in this Agreement.

4. Filing of Articles

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA, and in accordance with the terms and conditions of the Business Combination Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Business Combination Agreement, FWT will file the Articles of Amalgamation with the Director as provided under the OBCA.

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in Article 8 of the Business Combination Agreement. The signing and delivery of the Articles of Amalgamation by FWT and Subco will be conclusive evidence that such conditions have been satisfied to the satisfaction of FWT and HWCC, or waived by the party entitled to make such waiver, and that FWT and HWCC may amalgamate in accordance with the provisions of this Agreement.

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6. Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a) each issued and outstanding FWT Share held by a Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(b) each issued and outstanding Subco Share will be exchanged for one fully paid and non-assessable Amalco Share;
(c) each issued and outstanding FWT Share (other than those held by Dissenting Shareholders) will be exchanged for five fully paid and non-assessable HWCC Shares;
(d) as consideration for the issuance of HWCC Shares in exchange for the FWT Shares, Amalco will issue to HWCC one Amalco Share for each HWCC Share so issued;
(e) FWT and Subco will be amalgamated and continue as Amalco;
(f) all of the property and assets of each of FWT and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of FWT and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and FWT;
(g) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and FWT and all liens upon their property, rights and assets will be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and FWT will thenceforth attach to and be enforced against Amalco;
(h) no action or proceeding by or against Subco or FWT will abate or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco will be substituted in such action or proceeding in place of Subco or FWT, as the case may be;
(i) each FWT Option held by a Former FWT Optionholder outstanding immediately prior to the Effective Time will be exchanged (subject to Section 16) for such number of Parent Replacement Options issued by HWCC in accordance with the Exchange Ratio, and upon such exchange all FWT Options will be cancelled;
(j) each FWT Warrant held by Former FWT Warrantholder outstanding immediately prior to the Effective Time will be exchanged (subject to Section 16) for such number of Parent Replacement Warrants issued by HWCC in accordance with the Exchange Ratio and upon such exchange all FWT Warrants will be cancelled; and
(k) each Broker Warrant held by a Former FWT Broker Warrantholder outstanding immediately prior to the Effective Time will be exchanged (subject to Section 16) for such number of Parent Replacement Broker Warrants issued by HWCC in accordance with the Exchange Ratio and upon such exchange all FWT Broker Warrants will be cancelled.

7. Articles of Amalgamation

The Articles of Amalgamation of Amalco will be in the form annexed hereto as Exhibit A.

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8. Name

The name of Amalco will be “Forward Water Technologies Inc.”, or such other name as mutually agreed to by the Parties.

9. Registered Office

The registered office of Amalco will be in the Province of Ontario.

10. Authorized Capital

The authorized capital of Amalco will consist of an unlimited number of Amalco Shares, the rights, privileges, restrictions and conditions attaching to which will be as set out in the Articles of Amalgamation annexed hereto as Exhibit A.

11. Share Transfer Restrictions

The Amalco Shares will be subject to restrictions on transfer as set out in the Articles of Amalgamation annexed hereto as Exhibit A.

12. Business

There will be no restrictions on the business that Amalco is authorized to carry on or the powers which Amalco may exercise.

13. Number of Directors

The board of directors of Amalco will consist of not less than one and not more than 10 directors, the exact number of which will be determined by the directors from time to time.

14. First Directors

The first directors of Amalco will be the persons whose names and residential addresses appear below:

Name C. Howie Honeyman John Koehle Andrew Pasternak Wayne Maddever	Address [] [] [] []	Resident Canada
		Yes Yes Yes Yes

The above directors will hold office from the Effective Date until the first annual meeting of Amalco Shareholders or until his successor is elected or appointed.

15. By-laws

The by-laws of Amalco will be, to the extent not inconsistent with this Agreement, the by-laws of Subco, until repealed or amended.

16. Fractional Shares

No fractional HWCC Shares or Amalco Shares will be issued or delivered to any former FWT Shareholders or the former Subco Shareholder otherwise entitled thereto, if any. Instead, the number

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of HWCC Shares or Amalco Shares issued to each former holder of FWT Shares or Subco Shares will be rounded down to the nearest whole number.

17. Stated Capital

The stated capital account in the records of Amalco for the Amalco Shares will be equal to the stated capital attributed to the FWT Shares and the Subco Shares, determined immediately before the Amalgamation.

18. Delivery of Securities

Following Amalgamation as soon as practicable after the Effective Date:

(a) Amalco will issue a certificate representing the appropriate number of Amalco Shares to the former Subco Shareholder. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by the former Subco Shareholder will be evidence of the former Subco Shareholder’s right to be registered as a shareholder of Amalco. Share certificates formerly representing Subco Shares which are held by the former Subco Shareholder will cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms of this Agreement.
(b) In accordance with normal commercial practice, HWCC will issue or cause to be issued certificates, direct registration statements or electronic positions within CDS representing the appropriate number of HWCC Shares (post-HWCC Name Change) to the former FWT Shareholders (other than Dissenting Shareholders) by:
(i) depositing such HWCC Shares with the Depositary and/or the electronic positions representing such HWCC Shares with CDS, as applicable, to satisfy the consideration issuable to such FWT Shareholders; and
(ii) as soon as reasonably practicable after the Effective Date, causing the Depositary to forward to, or hold for pick-up by, each former FWT Shareholder that submitted evidence of entitlement to the Depositary, together with the certificate (if any) representing the FWT Shares held by such FWT Shareholder or such other evidence of ownership of such FWT Shares as is satisfactory to the Depositary, acting reasonably,
- (A) the certificates representing the HWCC Shares to which such FWT Shareholder is entitled, or
- (B) confirmation of a non-certificated electronic position transfer in CDS representing the HWCC Shares to which such FWT Shareholder is entitled.
(c) In accordance with normal commercial practice, HWCC will issue or cause to be issued certificates, direct registration statements or electronic positions within CDS representing the appropriate number of HWCC Warrants (post-HWCC Name Change) to the former FWT Warrantholders by:
(i) depositing such HWCC Warrants with the Depositary and/or the electronic positions representing such HWCC Warrants with CDS, as applicable, to satisfy the consideration issuable to such FWT Warrantholders; and
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(ii) as soon as reasonably practicable after the Effective Date, causing the Depositary to forward to, or hold for pick-up by, each former FWT Warrantholder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing the FWT Warrants held by such FWT Warrantholder or such other evidence of ownership of such FWT Warrants as is satisfactory to the Depositary, acting reasonably,
- (A) the certificates representing the HWCC Warrants to which such FWT Warrantholder is entitled, in accordance with its Letter of Transmittal, or
- (B) confirmation of a non-certificated electronic position transfer in CDS representing the HWCC Warrants to which such FWT Warrantholder is entitled, in accordance with its Letter of Transmittal.
(d) Share certificates formerly representing FWT Shares which are held by the former FWT Shareholders will cease to represent any claim upon or interest in FWT other than the right of the registered holder to receive the number of HWCC Shares to which it is entitled pursuant to the terms of this Agreement.

19. Negative Covenants

From the date of this Agreement to and including the Effective Date, each of FWT, Subco and HWCC covenants that it will not:

(a) reserve, allot, create, issue or distribute any of its securities, other than:
(i) securities issuable upon the exercise, conversion or exchange of previously issued securities including, in the case of FWT, the FWT Convertible Securities (as defined in the Business Combination Agreement);
(ii) stock options granted under its stock option plan;
(iii) securities to be issued pursuant to employee purchase plans; or
(iv) securities to be issued in order to effect the transactions described in the Business Combination Agreement;
(b) declare or pay dividends on any of its shares other than as has been publicly disclosed as of the date of this Agreement or make any other issue, payment or distribution to the holders of its securities including, without limitation, the issue, payment or distribution of any of its assets or property to such holders;
(c) authorize or take any action to amalgamate, merge, reorganize, effect an arrangement, liquidate, dissolve, wind-up or transfer all or substantially all of its undertaking or assets to another corporation or entity;
(d) reclassify any outstanding securities or change such securities into other shares or securities or subdivide, redivide, reduce, combine or consolidate such securities into a greater or lesser number of securities, effect any other capital reorganization or amend the designation of or the rights, privileges, restrictions or conditions attaching to such securities, other than in order to effect the transactions described in the Business Combination Agreement;
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(e) amend its articles or by-laws, other than in order to effect the transactions described in the Business Combination Agreement; or
(f) enter into any transaction, or take any other action, out of the ordinary course of its business, other than in order to effect the transactions described in the Business Combination Agreement.

20. Termination

Subject to the terms of the Business Combination Agreement, this Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, despite the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation. If this Agreement is terminated pursuant to this Section, this Agreement will forthwith become void and of no further force and effect.

21. Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

22. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Amalgamation Agreement.

23. Time of the Essence

Time will be of the essence of this Agreement.

24. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

25. Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile), and all such signed counterparts, when taken together, will constitute one and the same agreement, effective on this date.

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

HOPE WELL CAPITAL CORP.

By: Name: Title:

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2644246 ONTARIO LIMITED

By: Name: Title:

FORWARD WATER TECHNOLOGIES INC.

By: Name: Title:

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EXHIBIT A ARTICLES OF AMALGAMATION

(TO BE INSERTED)

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AI assistant

Forward Water Technologies Corp. — Merger & Acquisition 2021

47407_rns_2021-10-27_61043e13-daca-4738-b768-336017ed01e5.pdf

FORWARD WATER TECHNOLOGIES INC.

and

BUSINESS COMBINATION AGREEMENT

TABLE OF CONTENTS

Page

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

BETWEEN:

FORWARD WATER TECHNOLOGIES INC.

HOPE WELL CAPITAL CORP.

CONTEXT:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Currency

1.4 Governing Law

1.5 Attornment

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

2.2 Implementation Covenants

2.3 Board of Directors and Senior Officers

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of FWT

3.2 Representations and Warranties of HWCC

3.3 Survival

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by HWCC

5.2 Representations and Warranties

5.3 Notice of Material Change

5.4 Non-Solicitation

5.5 Other Covenants

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

6.2 Additional Agreements

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

7.2 Additional Conditions Precedent to the Obligations of FWT

7.3 Additional Conditions Precedent to the Obligations of HWCC

7.4 Merger of Conditions

7.5 Closing Matters

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

8.2 Effect of Termination

8.3 Termination Fee

8.4 Fees and Expenses

8.5 Amendment

8.6 Dissenting Shareholders

8.7 Waiver

9.1 Notices

if to FWT:

if to HWCC or Subco:

9.2 Assignment

9.3 Complete Agreement

9.4 Further Assurances

9.5 Severability

9.6 Counterpart Execution

9.7 Investigation by Parties

9.8 Public Announcement; Disclosure and Confidentiality

[ Remainder of page intentionally left blank ]

FORWARD WATER TECHNOLOGIES INC.

HOPE WELL CAPITAL CORP.

SCHEDULE A AMALGAMATION AGREEMENT

AMALGAMATION AGREEMENT

BETWEEN:

HOPE WELL CAPITAL CORP. ,

2644246 ONTARIO LIMITED ,

FORWARD WATER TECHNOLOGIES INC. ,

CONTEXT

1. Interpretation

2. Paramountcy

3. Agreement to Amalgamate

4. Filing of Articles

5. Conditions Precedent to the Amalgamation

6. Amalgamation Events

7. Articles of Amalgamation

Forward Water Technologies Corp. Merger & Acquisition 2021