Franchise Global Health Inc. — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

MERCURY ACQUISITIONS CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 20, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

DATED AUGUST 16, 2021

MERCURY ACQUISITIONS CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT a special meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Mercury Acquisitions Corp. (the “ Corporation ”) will be held on September 20, 2021 at 10:00 a.m. PDT, at #320 - 440 West Hastings St., Vancouver, BC, V6B 1L1, as it may be adjourned or postponed, for the following purposes:

1. conditional upon completion of the proposed qualifying transaction with Franchise Cannabis Corp. (the “ Qualifying Transaction ”), to set the number of directors of the Corporation at five (5) upon the effective time of the completion of the closing of the Qualifying Transaction (the “ Effective Time ”), as more fully described in the management information circular dated August 16, 2021 (the “ Management Information Circular ”) accompanying this notice of Meeting;

2. conditional upon completion of the Qualifying Transaction, to elect as directors of the Corporation, Clifford Starke, Larry W. Smith, Peter Simeon, Jakub Malczewski and Farhan Lalani to serve from the Effective Time until the close of the next annual meeting of Shareholders or until their successors are elected or appointed, if applicable, as more fully described in the Management Information Circular;

3. conditional upon completion of the Qualifying Transaction, to appoint MNP LLP as the auditor of the Corporation from the Effective Time until the close of the next annual meeting of Shareholders, as more fully described in the Management Information Circular;

4. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the stock option plan of the Corporation (attached as Schedule “B” to the Management Information Circular), as more fully described in the Management Information Circular, to be adopted conditional upon the completion of the Qualifying Transaction, with the full text of the resolution set forth in the Management Information Circular;

5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested Shareholders approving the share unit plan of the Corporation (attached as Schedule “C” to the Management Information Circular), as more fully described in the Management Information Circular, to be adopted conditional upon the completion of the Qualifying Transaction, with the full text of the resolution set forth in the Management Information Circular;

6. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving a consolidation of the issued and outstanding common shares in the capital of the Corporation on the basis of a consolidation ratio within a range between five (5) pre-consolidation common shares for one (1) post consolidation common share and twenty (20) pre-consolidation common shares for one (1) post-consolidation common share, as determined by the board of directors of the Corporation (the “ Board ”) in its sole discretion, as more fully described in the Management Information Circular, with the full text of the resolution set forth in the Management Information Circular;

7. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the notice of articles and articles of the Corporation to change the name of the Corporation to “Franchise Global Health Inc.” or such other similar name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities, conditional upon the completion of the Qualifying Transaction, as more fully described in the Management Information Circular, with the full text of the resolution set forth in the Management Information Circular;

8. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular accompanying this notice of Meeting.

Only Shareholders of record as of August 11, 2021, are entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

Concerns and Restrictions Relating to COVID-19

This year, in order to proactively deal with the unprecedented health impact of the global COVID-19 pandemic, and to protect the health and safety of Shareholders, employees, other stakeholders and the community, and to comply with the procedures imposed by both federal and provincial governments, Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy, appointing the management nominees named in the accompanying form of proxy provided to Shareholders by their intermediary or the Corporation, in order to limit the number of attendees in person. If you wish to attend the meeting in person, kindly notify Hani Zabaneh at hani@zabaneh.ca by no later than September 15, 2021. In the event the number of attendees exceeds the allowable number of individuals for indoor gatherings pursuant to the provincial COVID-19 public health guidelines, the Corporation may determine to hold the Meeting via an electronic format. If you intend to vote by proxy, you must vote on the matters before the Meeting by proxy not later than forty-eight (48) hours (excluding Saturdays, Sundays or statutory holidays in the Province of British Columbia) before any adjournment or postponement of the Meeting.

IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H, not later than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Vancouver, British Columbia this 16th day of August, 2021.

By Order of the Board

< Signed > “ Clifford Starke ” Clifford Starke Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director

MERCURY ACQUISITIONS CORP. MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (this “Management Information Circular”) is provided in connection with the solicitation of proxies by management of Mercury Acquisitions Corp. (the “Corporation”) for use at the Special Meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) in the capital of the Corporation. The Meeting will be held on September 20, 2021 at 10:00 a.m. PDT, at #320 - 440 West Hastings St., Vancouver, BC, V6B 1L1 or at such other time or place to which the Meeting may be adjourned or postponed, for the purposes set forth in the notice of special meeting accompanying this Management Information Circular (the “ Notice ”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication, and the costs of such solicitations will be borne by the Corporation. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings or securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (“ Instrument of Proxy ”). Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Management Information Circular is given as of August 16, 2021 (the “ Effective Date ”).

Unless otherwise stated, all references to a number of Common Shares and other securities are given on a preConsolidation basis (i.e. prior to giving effect to the proposed Consolidation (as defined below)).

Unless otherwise indicated, all time references in this Management Information Circular are references to Vancouver time.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to TSX Trust Company (the “Transfer Agent”) either in person, or by mail or courier, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, or by fax at (416) 361-0470.

The persons named as proxyholders in the Instrument of Proxy accompanying this Management Information Circular are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder has the right to appoint a person or company to represent the Shareholder at the Meeting other than the persons named as proxyholders in the Instrument of Proxy. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Instrument of Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the

other person’s name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Transfer Agent (at the address stated above or in the Instrument of Proxy) at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia, prior to the Meeting or any adjournment or postponement thereof. After such time, the Chairman of the Meeting may accept or reject a form of proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late form of proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or the Transfer Agent, at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the Chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the Chairman before the proxy is exercised) and vote in person (or withhold from voting). Due to the ongoing COVID-19 pandemic, Shareholders are strongly encouraged to vote by proxy. Please refer to the heading “ Concerns and Restrictions Relating to COVID-19 ” in the Notice accompanying this Management Information Circular.

Signature on Proxies

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy.

The Common Shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the judgment of the appointed proxyholder whether or not such amendment or variation or

such other matter is routine or contested. As at the Effective Date, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker’s clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing beneficial ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such beneficial ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Management Information Circular, and a voting instruction form or a form of proxy, as applicable (collectively, the “ Meeting Materials ”), directly to NOBOs and indirectly through intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through intermediaries to OBOs. The Corporation intends to pay for intermediaries to deliver the proxy-related materials to OBOs.

The Corporation has used a NOBO list to send the Meeting Materials directly to NOBOs whose names appear on that list. If the Transfer Agent has sent these materials directly to a NOBO, such NOBO’s name and address and information about its holdings of Common Shares have been obtained from the intermediary holding such shares on the NOBO’s behalf in accordance with applicable securities regulatory requirements. As a result, any NOBO of the Corporation can expect to receive a voting instruction form from the Transfer Agent. NOBOs should complete and return the voting instruction form to the Transfer Agent in the envelope provided. In addition, Internet voting is available. Instructions in respect of the procedure for Internet voting can be found in the voting instruction form. The Transfer Agent will tabulate the results of voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by such voting instruction forms.

Applicable securities regulatory policy requires intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in

advance of Shareholders’ meetings on Form 54-101F7 – Request for Voting Instructions Made by Intermediary . Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment(s) or postponement(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to attend at the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Management Information Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a voting instruction form in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Broadridge will then provide aggregate voting instructions to the Transfer Agent, which tabulates the results and provides appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment or postponement thereof. By choosing to send the Meeting Materials to NOBOs directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

QUALIFYING TRANSACTION

As set out in the news release of the Corporation dated June 24, 2021, the Corporation has entered into a non-binding letter of intent with Franchise Cannabis Corp. (“ Franchise ”) in respect of a proposed business combination with Franchise (the “ Qualifying Transaction ”). The Qualifying Transaction is currently expected to be completed by way of a “three-cornered” amalgamation (the “ Amalgamation ”), pursuant to which the Corporation will incorporate a wholly-owned subsidiary, which will amalgamate with Franchise and the resulting entity will become a whollyowned subsidiary of the Corporation. If completed, the Amalgamation is intended to constitute the “Qualifying Transaction” of the Corporation as such term is defined under Policy 2.4 - Capital Pool Companies (the “ CPC Policy ”) of the TSX Venture Exchange (the “ TSXV ”) with the result being that the former securityholders of Franchise will own the substantial majority of the Common Shares of the Corporation. The Qualifying Transaction will be subject to a number of terms and conditions, including, but not limited to, applicable regulatory and shareholder approvals. All references herein to “ Resulting Issuer ” refer to the Corporation after completion of the Qualifying Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE QUALIFYING TRANSACTION . However, the Qualifying Transaction is very important to the Corporation and certain matters to be considered at the Meeting are expected to be necessary to complete the closing of the Qualifying Transaction. Full details regarding Franchise and the Qualifying Transaction will be disclosed by the Corporation in a filing statement (the “ Filing Statement ”) to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Qualifying Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof may not occur until after the date of the Meeting.

Subject to the receipt of all approvals, the Qualifying Transaction is expected to close in or before the fourth quarter of 2021. Certain of the resolutions sought to be passed by the Shareholders at the Meeting will enable the Corporation to perform certain actions necessary for the closing of the Qualifying Transaction. Failure to pass these resolutions could impede or prevent the completion of the Qualifying Transaction.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of August 11, 2021 (the “ Record Date ”) are entitled to receive notice and attend and vote at the Meeting. As at the Effective Date, the Corporation had 50,000,000 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation which are issued and outstanding as of the Record Date. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

To the knowledge of the directors and officers of the Corporation, as at the Effective Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time since the beginning of the financial period ended December 31, 2020.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Information Circular, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial period ended December 31, 2020, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

Clifford Starke, a director and officer of the Corporation, has a material interest in the Qualifying Transaction given that he is a director, officer and shareholder of Franchise.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Management Information Circular, no person who has been a director or senior officer of the Corporation since the beginning of the Corporation’s last financial year, no proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the aforementioned persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

Clifford Starke, a director and officer of the Corporation, has a material interest in each of the matters to be acted upon at the Meeting as they relate to the Qualifying Transaction given that he is a director, office and shareholder of Franchise.

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Management Information Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “A”), and the fees paid to the external auditor.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independent(1)	Financially Literate
Clifford Starke	No	Yes
Peter Simeon	Yes	Yes
Hani Zabaneh	Yes	Yes

Notes :

• (1) The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

Relevant Education and Experience

Clifford Starke – Mr. Starke has been a financier, advisor and early stage shareholder of numerous successful public companies. He is currently the Chief Executive Officer of Franchise. Mr. Starke is a graduate of Queen's University in History.

Peter Simeon –Mr. Simeon is an experienced corporate commercial and securities lawyer. As a partner in Gowling WLG (Canada) LLP’s Toronto office, he focuses his practice on corporate finance, mergers and acquisitions, and structured products. Mr. Simeon has acted for clients across a range of industries from mining to technology, with a current focus on cannabis. His expertise includes public offerings, including initial public offerings, private placements, reverse takeovers and qualifying transactions, bought deal financings, secondary offerings and share and asset purchase transactions. Mr. Simeon has served on the Board of Directors of Khiron Life Sciences Corp., Phivida Holdings Inc. as well as the Chairman of Namaste Technologies Inc., among numerous other public companies. Mr. Simeon has a Bachelor of Arts Degree in Political Studies from Queen’s University and a Law Degree from Osgoode Hall Law School.

Hani Zabaneh – Mr. Zabaneh has broad experience acting as officer and director with numerous public companies including, from January 2016 to October 2016, Mr. Zabaneh was the Vice President of Corporate Development at Eventbase Technology Inc. Prior thereto, from 2005 to 2007, Mr. Zabaneh was the Vice President of Administration at Metrobridge Networks Corp. In addition, from 2008 to 2012. Mr. Zabaneh has been a director and officer of multiple public companies since 2007 including Sigma Lithium Resources Inc., Auryn Resources Inc., Navy Resources Corp., Block X Capital, District Metals Corp., Kintavar Exploration Inc., Auralite Investments, and Blue Gold Mining Inc. Mr. Zabaneh obtained an Advanced Diploma in Geographic Information Systems in 1996 from the British Columbia Institute of Technology and a Bachelor of Science (Honours) from Queens University.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. As a venture issuer, the Corporation is relying upon the exemption under section 6.1 of NI 52-110. As a result, the Corporation is exempt from the requirements of Part 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Schedule “A” attached hereto.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditor in the financial year ended December 31, 2020, are approximately as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31,2020	$14,175	$2,200	Nil	Nil

Nil

Nil Nil Nil

December 31, 2019

AUDITOR

The auditor of the Corporation is RSM Canada LLP, located at 11 King St. West, Suite 700, Box 27, Toronto, Ontario M5H 4C7. RSM Canada LLP has served as the Corporation’s auditor since January 6, 2020.

CORPORATE GOVERNANCE

The Board assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential qualifying transaction.

MANAGEMENT CONTRACTS

The Corporation does not currently have any management contracts in place.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

1. Fixing Number of Directors Upon Completion of Qualifying Transaction

At the Meeting, Shareholders will be asked to fix, conditional upon, and effective as of the time of completion of the Qualifying Transaction (the “ Effective Time ”), the number of directors of the Corporation at five (5), in order to elect the Resulting Issuer Directors (as defined below) to serve as directors of the Corporation from the Effective Time until the close of the next annual meeting of Shareholders or until their successors are elected or appointed. To be effective, this resolution must be approved by the affirmative vote of not less than a simple majority of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting. If the Qualifying Transaction does not successfully close, then the number of directors of the Corporation shall remain at three (3).

The Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

“ BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Mercury Acquisitions Corp. (the “ Corporation ”) that:

1. conditional upon, and effective as of the completion of the “Qualifying Transaction” (as that term is defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange) with Franchise Cannabis Corp., the number of directors of the Corporation be fixed at five (5);

2. any officer or director of the Corporation is, and the agents of the Corporation are, hereby authorized and directed for and on behalf of the Corporation to execute and deliver, under corporate seal of the Corporation or otherwise, and all such other documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable to give full effect to the above resolutions; and

3. notwithstanding that this resolution has been passed by the shareholders of the Corporation, the board of directors be and are hereby authorized and empowered, without further approval of the shareholders of the Corporation, to revoke this resolution at any time before the such resolution becomes effective.”

(the “ Number of Directors Resolution ”).

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Number of Directors Resolution.

The adoption of the Number of Directors Resolution, unless waived by Franchise, will be a condition to the completion of the Qualifying Transaction.

2. Election of Directors Upon Completion of Qualifying Transaction

Shareholders will be asked at the Meeting to elect, conditional upon the completion of the Qualifying Transaction, each of Clifford Starke, Larry W. Smith, Peter Simeon, Jakub Malczewski, and Farhan Lalani as directors of the Corporation, to hold office from the Effective Time until the next annual meeting of the Shareholders or until their successors are elected or appointed (the “ Resulting Issuer Directors ”).

It will be a condition to the completion of the Qualifying Transaction that the Resulting Issuer Directors, comprised of the aforementioned five (5) individuals, all of whom are nominees of Franchise, be elected, effective at the Effective Time, as directors of the Resulting Issuer.

At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the election of each of the directors as set forth above and therein. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee at their discretion unless the Shareholder has specified in their form of proxy that their Common Shares are to be withheld from voting in the election of directors. Each director elected as a Resulting Issuer Directors director will hold office from the Effective Time until the next annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless their office is earlier vacated in accordance with the articles of the Corporation or the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”). If the Qualifying Transaction does not successfully close, the current Board shall remain as the directors of the Corporation.

See below for detailed information concerning the Resulting Issuer Directors.

Resulting Issuer Directors

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the Resulting Issuer Directors, all positions and offices in the Corporation presently held by such nominees, the nominees’ province or state and country of residence, principal occupation within the five preceding years, the period during which the nominees have served as directors of the Corporation, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Name and Place of Residence	Current Position with the Corporation and Date First Appointed to the Board	Current Principal Occupation and during the past 5 years	Number and Percentage of Common Shares Beneficially Owned or Controlled(1)
Clifford Starke Panamá Province, Panama	Director (since November 25, 2019) CEO, CFO and Secretary of the Corporation	Chief Executive Officer of Franchise; Chairman of Hampstead Private Capital Ltd., a Bermuda-based merchant bank	4,000,000 Common Shares

Name and Place of Residence	Current Position with the Corporation and Date First Appointed to the Board	Current Principal Occupation and during the past 5 years	Number and Percentage of Common Shares Beneficially Owned or Controlled(1)
The Hon. Larry W. Smith, CQ Québec, Canada	N/A	Business advisor	Nil
Peter Simeon Ontario, Canada	Director (since November 25, 2019)	Partner at Gowling WLG (Canada) LLP, an international law firm	1,000,000 Common Shares
Jakub Malczewski Ontario, Canada	N/A	Managing Director at Northvest Capital Ltd., a private investment fund	Nil
Farhan Lalani British Columbia, Canada	N/A	CEO of Market One Media, a marketing agency for public companies	Nil

Notes

(1) Information concerning shares of the Resulting Issuer to be beneficially owned or controlled, directly or indirectly, on completion of the Qualifying Transaction, will be set out in the Filing Statement.

Biographical Information

Clifford Starke – Mr. Starke is the Chairman of Hampstead Private Capital Ltd., a Bermuda based merchant bank focused on investing in high growth companies in various sectors including natural resources, technology and medical cannabis. He has been a financier, advisor, and early-stage shareholder of numerous public companies. He is currently the CEO of Franchise Cannabis Corp., a multi-national operator in the medical cannabis space. Mr. Starke is a graduate of Queen's University in History.

The Hon. Larry W. Smith, CQ – Mr. Smith is a widely-recognized and respected figure in Quebec. He graduated from Bishop’s University with a bachelor of arts in economics in 1972, and a bachelor of civil law degree from McGill University in 1976. He is well-known in Montreal from his days as a fullback with the Montreal Alouettes from 1972 to 1980, and as President and Chief Executive Officer of the same team from 1997 to 2001 and again in 2004. Working tirelessly to promote professional and amateur football, Mr. Smith also served as Commissioner of the Canadian Football League (CFL) prior to his first term as Alouettes’ President. Outside of football, Mr. Smith has served on a number of civic charitable boards, including as Co-President of the 2001 Montreal Centraide Campaign and on the board of the Canadian Olympic Committee. He also has extensive experience in the business world, including positions with John Labatt, Ltd., and Ogilvie Mills, Ltd., before becoming CFL Commissioner. In addition he served as president and publisher of The Montreal Gazette in 2002 and 2003.

Peter Simeon – Mr. Simeon is an experienced corporate commercial and securities lawyer. As a partner of Gowling WLG (Canada) LLP’s Toronto office, he focuses his practice on corporate finance, mergers and acquisitions, and structured products. Mr. Simeon has acted for clients across a range of industries from mining to technology, with a current focus on cannabis. His expertise includes public offerings, including initial public offerings, private placements, reverse takeovers and qualifying transactions, bought deal financings, secondary offerings and share and asset purchase transactions. Mr. Simeon has served on the board of directors of numerous public companies. Mr. Simeon has a Bachelor of Arts Degree in Political Studies from Queen’s University and a Law Degree from Osgoode Hall Law School.

Jakub Malczewski – Mr. Malczewski is a trusted advisor to multinational companies, private equity sponsors, and state pension fund investors. His experience focuses on overseeing global businesses, with particular emphasis on identifying and mitigating the risks associated with cross-border expansion and integration. For the past five years, Mr. Malczewski has assumed the role of Managing Director at Northvest Capital. On the investment and M&A side, he is responsible for originating deals, evaluating opportunities, and serving as primary negotiator for transactions. This includes directing both due diligence and transaction execution teams. On the portfolio company management

side, his role is to develop strategic plans, control financial and legal affairs, support management teams, maintain a dialogue with stakeholders, and create exit opportunities. Prior to his role at Northvest, Mr. Malczewski worked for ten years at global accounting firm KPMG. Mr. Malczewski holds a bachelor’s degree in electrical engineering, as well as a bachelor’s and master’s degree in law. He is qualified to practice law as a member of the Quebec bar.

Farhan Lalani – Mr. Lalani is the Founder, President and CEO of Market One Media Group (MMG), a marketing agency catered towards the capital markets and public companies. Prior to launching MMG, Mr. Lalani worked in the capital markets industry with several brokerage firms most recently as an Investment Advisor and Partner at Leede Financial Markets. Among his recent achievements, Mr. Lalani was named as "Canada’s Next 150" by the TMX Group in 2017 and awarded the Forty under 40 award from Business In Vancouver in 2015.

Other Reporting Issuer Experience

The following table sets out the members of the Resulting Issuer Directors that are currently directors of other issuers that are reporting issuers (or the equivalent) in Canada or a foreign jurisdiction, the name of such reporting issuer(s) and the name of the exchange or market applicable to such reporting issuer(s):

Name	Name of Reporting Issuer	Name of Exchange or Market
Clifford Starke	Thoughtful Brands Inc.	Canadian Securities Exchange
Peter Simeon	Ready Set Gold Corp.	Canadian Securities Exchange
	Choom Holdings Inc.	Canadian Securities Exchange
	Bald Eagle Gold Corp.	TSXV
	PlantX Life Inc.	Canadian Securities Exchange
	Amilot Capital Inc.	TSXV
	AF2 Capital Corp.	TSXV

Cease Trade Orders, Bankruptcies and Penalties

No member of the Resulting Issuer Directors is as at the Effective Date, or has been, within the 10 years prior to the Effective Date, a director, chief executive officer or chief financial officer of any company that:

• (a) was the subject of a cease trade or similar order, or an order that denied the other company access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days that was issued while the proposed director was acting as director, chief executive officer or chief financial officer; or

• (b) was the subject of a cease trade or similar order, or an order that denied the other company access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No member of the Resulting Issuer Directors is, or has been within the past 10 years before the Effective Date, a director or executive officer of any other issuer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

No member of the Resulting Issuer Directors has, within the past 10 years before the Effective Date, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

No member of the Resulting Issuer Directors has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.

3. Appointment of New Auditor Upon Completion of Qualifying Transaction

If the Qualifying Transaction is completed, it may be desirable to change the auditor of the Corporation to the current auditor of Franchise at the Effective Time. In such circumstance, Shareholders would be asked to consider appointing MNP LLP, as auditor of the Corporation. At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

In order to avoid changing the auditor of the Corporation should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of Shareholders to approve a change of auditor following completion of the Qualifying Transaction, the Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

“ BE IT HEREBY RESOLVED as an ordinary resolution of Mercury Acquisitions Corp. (the “ Corporation ”) that:

• (1) the appointment of MNP LLP as auditor of the Corporation to hold office from the Effective Time (as defined in the management information circular of the Corporation in respect of the meeting of Shareholders at which this resolution is proposed) until the next annual meeting of the Shareholders is hereby approved; and

• (2) the board of directors of the Corporation is hereby authorized to fix the remuneration of the auditor so appointed.”

The determination not to reappoint RSM Canada LLP as auditor of the Corporation after the Effective Time has been made in the context of the Qualifying Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ).

It is anticipated that effective upon completion of the Qualifying Transaction that RSM Canada LLP will resign as the Corporation’s auditor and the Resulting Issuer Directors will fill the vacancy by the appointment of MNP LLP, located at 1021 Hastings St. W., Suite 2200- MNP Tower, Vancouver, BC, V6E 0C3.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the appointment of the auditor as set forth above and therein.

4. Approval of Resulting Issuer Stock Option Plan

Following and subject to completion of the Qualifying Transaction and subject to the approval of the applicable securities exchange and the Shareholders, Franchise has requested that the Corporation adopt, only after the closing of the Qualifying Transaction, a new “rolling” stock option plan in substantially the form attached as Schedule “B” to this Management Information Circular (the “ Stock Option Plan ”). The Stock Option Plan will replace the Corporation’s existing stock option plan. Capitalized terms used in this section and not otherwise defined, have the meanings ascribed thereto in the Stock Option Plan attached as Schedule “B” to this Management Information Circular.

The Stock Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares. The purpose of the Stock Option Plan is to attract, retain and motivate employees, directors, officers and consultants of the Corporation by granting to them options.

The number of Common Shares issuable upon the exercise of options granted under the Stock Option Plan as well as other equity incentive plans of the Corporation at any time may not exceed 10% of the total number of issued and outstanding Common Shares from time to time less the number of Common Shares reserved for issuance under the Corporation’s other security-based compensation arrangements from time to time, subject to adjustment as set forth in the Stock Option Plan, and further subject to the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject from time to time. If any options granted under the Stock Option Plan expire, terminate or are canceled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such options will be available for subsequent issuance under the Stock Option Plan.

The aggregate number of options granted to any one Eligible Participant, and companies wholly-owned by that Eligible Participant, together with any options or other awards granted to such Eligible Participant under the Corporation’s other security-based compensation arrangements, within any one (1) year period, shall not exceed 5% of the issued and outstanding Common Shares. The aggregate number of options granted to any one Eligible Participant who is a consultant or is retained to provide Investor Relations Activities (as defined under TSXV Policy 1.1) together with any options or awards granted to such person under the Corporation’s other security-based compensation arrangements, shall not exceed 2% of the issued and outstanding Common Shares. The aggregate number of options granted to Insiders (as a group, and as defined by TSXV Policy 1.1), within a 12-month period shall not exceed 10% of the issued and outstanding Common Shares (unless requisite disinterested Shareholder approval is obtained in accordance with section 3.10 of TSXV Policy 4.4).

The period during which an option granted under the Stock Option Plan is exercisable may not exceed ten (10) years from the date such option is granted. All options are non-assignable and non-transferable other than for normal estate settlement purposes. The price which the Common Shares may be acquired upon exercise of an option may not be less than the fair market value of a Common Share on the date of grant, subject to all regulatory requirements. The Board will determine when an option will become vested.

If, prior to the exercise of an option, the holder’s employment or services with the Corporation is terminated for cause, all options held by the said holder, whether vested or unvested, shall automatically terminate and be forfeited for no consideration. If the holder resigns or their employment or service is terminated without cause or because of the holder’s death, all unvested options held by the holder shall automatically terminate and be forfeited for no consideration, and vested options may be exercised within 30 days after the termination date, or such shorter period as is remaining in the term of the option.

The TSXV requires that all listed companies with a 10% rolling stock option plan obtain shareholder approval of such plan on adoption and, thereafter, on an annual basis. At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below:

“ BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Mercury Acquisitions Corp. (the “ Corporation ”) that:

• (1) the stock option plan of the Corporation (the “ Stock Option Plan ”), substantially in the form attached as Schedule “B” to the Management Information Circular of the Corporation dated August 16, 2021, is hereby approved with effect as at, or immediately after, the time of the completion of the “Qualifying Transaction” (as that term is defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”)) with Franchise Cannabis Corp. (the “ Qualifying Transaction ”) or such other time or date as the board of directors of the Corporation may determine;

• (2) the Stock Option Plan may be amended by the directors of the Corporation in order to satisfy the requests of any regulatory authorities or the TSXV (collectively, the “ Regulatory Requests ”) without further approval of the shareholders of the Corporation, unless approval of the shareholders of the Corporation is required by any Regulatory Requests;

• (3) any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Stock Option Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Corporation’s shares are or will be listed;

• (4) any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution; and

• (5) notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, determine not to adopt the Stock Option Plan without further approval of the shareholders of the Corporation”

(the “ Stock Option Plan Resolution ”).

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Stock Option Plan Resolution.

The adoption of the Stock Option Plan Resolution, unless waived by Franchise, will be a condition to the completion of the Qualifying Transaction.

5. Approval of Resulting Issuer Share Unit Plan

Following and subject to completion of the Qualifying Transaction and subject to the approval of the applicable securities exchange and the Shareholders, Franchise has requested that the Corporation adopt, only after the closing of the Qualifying Transaction, a new share unit plan in substantially the form attached as Schedule “C” to this Management Information Circular (the “ Share Unit Plan ”). Capitalized terms used in this section and not otherwise defined, have the meanings ascribed thereto in the Share Unit Plan attached as Schedule “C” to this Management Information Circular.

The Share Unit Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation restricted share units and/or performance share units. The purpose of the Share Unit Plan is to attract, retain, motivate and reward employees, officers, directors and key consultants (excluding those performing Investor Relations Activities) by providing the Corporation with the ability to grant to such persons: (i) restricted share units; and/or (ii) performance share units. If any restricted share units and/or performance share units granted under the Share Unit Plan expire, terminate or are canceled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such restricted share units and/or performance share units will be available for subsequent issuance under the Share Unit Plan.

The number of Common Shares issuable pursuant to the Share Unit Plan at any time will be fixed (unlike the Stock Option Plan, which will be a 10% rolling plan). The number of Common Shares issuable pursuant to the Share Unit Plan will not exceed a fixed number of Common Shares that will be equal to no more than 10% of the total issued and outstanding Common Shares immediately upon completion of the Qualifying Transaction on a post-Consolidation basis, subject to adjustment as set forth in the Share Unit Plan, and further subject to the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject from time to time.

The aggregate number of restricted share units and/or performance share units granted to any one Eligible Participant, together with any options or awards granted to such person under the Corporation’s other security-based compensation arrangements, within any 12-month period, shall not exceed 5% of the issued and outstanding Common Shares, unless requisite approval of Disinterested Shareholders (as defined below) is obtained. The aggregate number of restricted share units and/or performance share units granted to any one Eligible Participant who is a Consultant (as such term is defined in the Share Unit Plan), together with any options or awards granted to such person under the Corporation’s other security-based compensation arrangements, shall not exceed 2% of the issued and outstanding Common Shares. The aggregate number of restricted share units and/or performance share units granted to Insiders (as a group), within a 12-month period shall not exceed 5% of the issued and outstanding Common Shares, unless requisite approval of Disinterested Shareholders (as defined below) is obtained.

All restricted share units and/or performance share units are non-assignable and non-transferable other than for normal estate settlement purposes. Restricted share units shall vest over time, and performance share units shall vest upon achievements of certain performance conditions determined by the Board.

If, prior to the vesting of restricted share units and/or performance share units, the holder’s employment or services with the Corporation is terminated for cause, all restricted share units and/or performance share units held by said holder, whether vested or unvested, shall automatically terminate and be forfeited for no consideration. If the holder resigns or their employment or service is terminated without cause or because of the holder’s death, all unvested restricted share units and/or performance share units held by the holder shall automatically terminate and be forfeited for no consideration, and vested restricted share units and/or performance share units shall be settled as soon as practicable.

At the Meeting, Disinterested Shareholders (as defined below) will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below.

“ BE IT HEREBY RESOLVED as an ordinary resolution of the majority of the disinterested shareholders of Mercury Acquisitions Corp. (the “ Corporation ”) that:

• (1) the share unit plan of the Corporation (the “ Share Unit Plan ”), substantially in the form attached as Schedule “C” to the Management Information Circular of the Corporation dated August 16, 2021, is hereby approved with effect as at, or immediately after, the time of the completion of the “Qualifying Transaction” (as that term is defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”)) with Franchise Cannabis Corp. (the “ Qualifying Transaction ”) or such other time or date as the Board of Directors of the Corporation may determine;

• (2) the Share Unit Plan may be amended by the directors of the Corporation in order to satisfy the requests of any regulatory authorities or the TSXV (collectively, the “ Regulatory Requests ”) without further approval of the shareholders of the Corporation, unless approval of the shareholders of the Corporation is required by any Regulatory Requests;

• (3) any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Share Unit Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Corporation’s shares are or will be listed;

• (4) any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution; and

• (5) notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, determine not to adopt the Share Unit Plan without further approval of the shareholders of the Corporation”

(the “ Share Unit Plan Resolution ”).

In order to pass, the Share Unit Plan Resolution must be approved by a majority of votes cast at the Meeting, excluding votes attaching to Common Shares beneficially owned by: (i) Shareholders who are Insiders (as defined by TSXV Policy 1.1) and to whom entitlements under the Share Unit Plan may be granted (the “ Interested Shareholders ”); and (ii) any Associates (as defined by TSXV Policy 1.1) of the Interested Shareholders. The Shareholders who are allowed to vote on the Share Unit Plan Resolution as prescribed herein are referred to as the “ Disinterested Shareholders ”.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Share Unit Plan Resolution.

The adoption of the Share Unit Plan Resolution, unless waived by Franchise, will be a condition to the completion of the Qualifying Transaction.

6. Consolidation of Common Shares

Reasons for Consolidation

In connection with the Qualifying Transaction, the Corporation intends to issue Common Shares as consideration to the shareholders of Franchise. In order to align the value of the Common Shares to the price per Common Share at which the Qualifying Transaction will be completed, the Corporation proposes that, subject to obtaining all required regulatory approvals, prior to the completion of the Qualifying Transaction, the Corporation’s issued and outstanding share capital be consolidated within a range of (A) one (1) post-consolidation Common Share for every five (5) preconsolidation Common Share; and (B) one (1) post-consolidation Common Share for every twenty (20) preconsolidation Common Share, as determined by the board of directors of the Corporation (the “ Board ”) at its sole discretion (the “ Consolidation ”). If Shareholder approval of the Consolidation is obtained, the Consolidation will take place following the Meeting at such time as the Board may determine, but, in any case, it is expected that the

Board will proceed with the Consolidation prior to effecting the Qualifying Transaction, but only if all conditions precedent to the Qualifying Transaction are reasonably expected to be satisfied or waived.

Effect of Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Common Shares. The Consolidation ratio will be the same for all such Common Shares and will affect all holders of Common Shares uniformly and will not affect any Shareholder’s percentage ownership interest in the Corporation, except to the extent that the Consolidation would otherwise result in any Shareholder owning a fractional Common Share. In the event that the Consolidation would otherwise result in a shareholder holding a fraction of a Common Share, such fractional share, if less than one-half, shall be rounded down to zero and, if equal to or greater than one-half, shall be rounded up to one and added to the number of Common Shares which the shareholder is entitled to receive.

As the Corporation currently has an unlimited number of Common Shares authorized for issuance, the Consolidation will not have any effect on the number of Common Shares that remain available for future issuance. If the Consolidation is effected, the exercise or conversion price and the number of Common Shares issuable under outstanding incentive stock options will be proportionately adjusted. As at the Effective Date, the Corporation has 50,000,000 pre-Consolidation Common Shares issued and outstanding. Upon completion of the Consolidation, the number of post-consolidation Common Shares issued and outstanding, without giving effect to the Qualifying Transaction, will be approximately between 10,000,000 Common Shares (assuming the minimum Consolidation ratio) and 2,500,000 Common Shares (assuming the maximum Consolidation ratio), in each case, on a non-diluted basis. The Consolidation is subject to the approval of the applicable securities exchange.

Risks of Consolidation

The Consolidation may result in some Shareholders owning “odd lots” of less than one hundred (100) Common Shares on a post-Consolidation basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “board lots” of even multiples of one hundred (100) Common Shares. No fractional Common Shares will be issued. If, as a result of the Consolidation, a Shareholder would otherwise be entitled to a fractional Common Share, such fractional Common Share that is less than 1/2 of one Common Share on a post-Consolidation basis will be canceled and each fractional Common Share that is at least 1/2 of one Common Share on a post-Consolidation basis will be rounded up to one whole Common Share post-Consolidation.

Vote Required

Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution authorizing the Board, in its sole discretion, to effect the Consolidation with the final Consolidation ratio to be determined by the Board at its sole discretion, within the minimum and maximum limits set forth in the below special resolution. To be effective, the resolution in respect of the Consolidation must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting. The Consolidation is required in order to complete the Qualifying Transaction and if approved will be given effect prior to completion of the Qualifying Transaction. If the holders of Common Shares do not approve the special resolution, the Qualifying Transaction may not proceed. In the event the Qualifying Transaction does not proceed, the directors of the Corporation shall have the discretion to not proceed with the Consolidation. Shareholders are urged to vote FOR this special resolution.

The complete text of the special resolution which management intends to place before the Meeting authorizing the Consolidation is as follows:

• “ BE IT HEREBY RESOLVED as a special resolution of the shareholders of Mercury Acquisitions Corp. (the “ Corporation ”) that:

• (1) the Corporation is hereby authorized to alter its share structure by consolidating each of the issued and outstanding common shares of the Corporation (the “ Common Shares ”)

on the basis of a consolidation ratio within a range between: (a) five (5) pre-consolidation Common Shares for one (1) post-consolidation Common Share; and (b) twenty (20) pre-consolidation Common Shares for one (1) post-consolidation Common Share, with such final consolidation ratio to be determined by the board of directors of the Corporation at its sole discretion (the “ Consolidation ”); provided that, in the event that the Consolidation would otherwise result in a shareholder holding a fraction of a Common Share, such fractional share, if less than one-half, shall be rounded down to zero and, if equal to or greater than one-half, shall be rounded up to one and added to the number of Common Shares which the shareholder is entitled to receive;

• (2) any one director or any one officer be and is hereby authorized and directed to execute on behalf of the Corporation, and to deliver and to cause to be delivered all such documents, agreements and instruments and to do and to cause to be done all such other acts or things as he shall determine to be necessary or desirable to carry out the intent of this special resolution; and

• (3) notwithstanding approval of the shareholders of the Corporation as herein provided, the directors may, in their sole discretion, revoke this resolution or determine not to proceed with the Consolidation without further approval of, or notice to, the shareholders of the Corporation”

(the “ Consolidation Resolution ”).

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Consolidation Resolution.

The adoption of the Consolidation Resolution, unless waived by Franchise, will be a condition to the completion of the Qualifying Transaction.

7. Name Change

Upon completion of the Qualifying Transaction, it is intended that the business of Franchise as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to “Franchise Global Health Inc.”, or such other name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities (the “ Name Change ”).

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the notice of articles and articles of the Corporation to effect the Name Change, subject to completion of the Qualifying Transaction. To be effective, the resolution in respect of the Name Change must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting. The Name Change will also be subject to the approval of the applicable securities exchange.

The Name Change is required in order to complete the Qualifying Transaction and if approved is expected to be given effect prior to completion of the Qualifying Transaction. If the holders of Common Shares do not approve the special resolution, the Qualifying Transaction may not proceed. Shareholders are urged to vote FOR this special resolution. If the Qualifying Transaction does not successfully close, the directors of the Corporation shall have the discretion to revoke the proposed name change.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

• “ BE IT HEREBY RESOLVED as a special resolution of the shareholders of Mercury Acquisitions Corp. (the “ Corporation ”) that:

• (1) effective upon the filing of a Notice of Alteration to a Notice of Articles with the

Registrar of Companies, the name of the Corporation be changed from “Mercury Acquisitions Corp.” to “Franchise Global Health Inc.” or such other name as the board of directors, in its sole discretion, deems appropriate;

• (2) the articles of the Company be altered accordingly;

• (3) any one director or officer be and is, and the agents of the Corporation are, hereby authorized to send to the Registrar appointed under the Business Corporations Act (British Columbia) Notice of Alteration to a Notice of Articles of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file a Notice of Alteration to a Notice of Articles in the prescribed form in order to give effect to this special resolution and the name change, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (4) notwithstanding approval of the shareholders as herein provided, the directors may revoke this special resolution without further approval of the shareholders at any time prior to the issuance by the Registrar appointed under the Business Corporations Act (British Columbia) of the Notice of Articles to be issued by the Registrar of Companies upon receipt of such Notice of Alteration becomes effective”

(the “ Name Change Resolution ”).

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Name Change Resolution.

The adoption of the Name Change Resolution, unless waived by Franchise, will be a condition to the completion of the Qualifying Transaction, and if it is not passed and the Qualifying Transaction is nevertheless completed, the Resulting Issuer will continue to be named Mercury Acquisitions Corp.

ADDITIONAL INFORMATION

Financial information pertaining to the Corporation is provided in the Corporation’s financial statements for the financial period ended December 31, 2020. Copies of the Corporation’s financial statements and related management’s discussion and analysis can be obtained by contacting Clifford Starke, Chief Executive Officer of the Corporation, at 550 Burrard Street – Suite 2900, Vancouver, B.C., V6C 0A3 Telephone: 416-727-4554. Additional Information relating to the Corporation is available on the SEDAR website at www.sedar.com.

DIRECTOR APPROVAL

The contents of this Management Information Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board.

August 16, 2021

< Signed > “ Clifford Starke ” Clifford Starke Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director

Schedule “A”

AUDIT COMMITTEE CHARTER

See attached.

A-1

AUDIT COMMITTEE CHARTER

NAME

There shall be a committee of the board of directors (the “ Board ”) of Mercury Acquisitions Corp. (the “ Company ”) known as the Audit Committee.

PURPOSE OF AUDIT COMMITTEE

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following principal areas:

• a) the Company’s external audit function; including the qualifications, independence, appointment and oversight of the work of the external auditors;

• b) the Company’s accounting and financial reporting requirements;

• c) the Company’s reporting of financial information to the public;

• d) the Company’s compliance with law and regulatory requirements;

• e) the Company’s risks and risk management policies;

• f) the Company’s system of internal controls and management information systems; and

• g) such other functions as are delegated to it by the Board.

Specifically, with respect to the Company’s external audit function, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Company's financial statements; the independent auditors' qualifications; and the performance of the Company's independent auditors.

MEMBERSHIP

The Audit Committee shall consist of as many members as the Board shall determine but, in any event not fewer than three directors appointed by the Board. Each member of the Audit Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director of the Company. The Board may fill a vacancy that occurs in the Audit Committee at any time.

Members of the Audit Committee shall be selected based upon the following and in accordance with applicable laws, rules and regulations:

• (a) Financially Literate. Each member shall be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. For these purposes, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

CHAIR AND SECRETARY

The Chair of the Audit Committee shall be designated by the Board. If the Chair is not present at a meeting of the Audit Committee, the members of the Audit Committee may designate an interim Chair for the meeting by majority vote of the members present. The Secretary of the Company shall be the Secretary

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of the Audit Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Audit Committee members who are present. A member of the Audit Committee may be designated as the liaison member to report on the deliberations of the audit committees of affiliated companies (if applicable).

MEETINGS

The Chair of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require.

Notice of every meeting shall be given to the external and internal auditors of the Company, and meetings shall be convened whenever requested by the external auditors or any member of the Audit Committee in accordance with applicable law. The Audit Committee shall meet separately and periodically with management, legal counsel and the external auditors. The Audit Committee shall meet separately with the external auditors at every meeting of the Audit Committee at which external auditors are present.

MEETING AGENDAS

Agendas for meetings of the Audit Committee shall be developed by the Chair of the Audit Committee in consultation with the management and the corporate secretary, and shall be circulated to Audit Committee members as far in advance of each Audit Committee meeting as is reasonable.

RESOURCES AND AUTHORITY

The Audit Committee shall have the resources and the authority to discharge its responsibilities, including the authority, in its sole discretion, to engage, at the expense of the Company, outside consultants, independent legal counsel and other advisors and experts as it determines necessary to carry out its duties, without seeking approval of the Board or management. The Audit Committee shall have the authority, without seeking approval of the Board or management, to set and pay the compensation for any such outside consultants, independent legal counsel and other advisors and experts employed by the Audit Committee in connection with carry out its duties.

The Audit Committee shall have the authority to conduct any investigation necessary and appropriate to fulfilling its responsibilities, and has direct access to and the authority to communicate directly with the internal and external auditors, the counsel of the Company and other officers and employees of the Company.

The members of the Audit Committee shall have the right for the purpose of performing their duties to inspect all the books and records of the Company and its subsidiaries and to discuss such accounts and records and any matters relating to the financial position, risk management and internal controls of the Company with the officers and external and internal auditors of the Company and its subsidiaries. Any member of the Audit Committee may require the external or internal auditors to attend any or every meeting of the Audit Committee.

RESPONSIBILITIES

The Company’s management is responsible for preparing the Company’s financial statements and the external auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of those activities by the Company’s management and external auditors, and overseeing the activities of the internal auditors.

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The specific responsibilities of the Audit Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Audit Committee from examining any matters related to its purpose.

1. Financial Reporting Process and Financial Statements

The Audit Committee shall:

• (a) in consultation with the external auditors and the internal auditors, review the integrity of the Company’s financial reporting process, both internal and external, and any major issues as to the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies;

• (b) review all material transactions and material contracts entered into between (i) the Company or any subsidiary of the Company, and (ii) any subsidiary, director, officer, insider or related party of the Company, other than transactions in the ordinary course of business;

• (c) review and discuss with management and the external auditors: (i) the preparation of the Company’s annual audited consolidated financial statements and its interim unaudited consolidated financial statements; (ii) whether the financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Company as of and for the periods presented; (iii) any matters required to be discussed with the external auditors according to Canadian generally accepted auditing standards; (iv) an annual report by the external auditors describing: (A) all critical accounting policies and practices used by the Company; (B) all material alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the external auditors; and (C) other material written communications between the external auditors and management;

• (d) following completion of the annual audit, review with each of: (i) management; (ii) the external auditors; and (iii) the internal auditors, any significant issues, concerns or difficulties encountered during the course of the audit;

• (e) resolve disagreements between management and the external auditors regarding financial reporting;

• (f) review the interim quarterly and annual financial statements, Management’s Discussion and Analysis and annual and interim profit or loss press releases prior to the public disclosure of such information; and

• (g) review and be satisfied that adequate procedures are in place for the review of the public disclosure of financial information by the Company extracted or derived from the Company’s financial statements, other than the disclosure referred to in (f) above, and periodically assess the adequacy of those procedures.

2. External auditors

The Audit Committee shall:

• (a) require the external auditors to report directly to the Audit Committee;

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• (b) be directly responsible for the selection, nomination, compensation, retention, termination and oversight of the work of the Company’s external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and in such regard recommend to the Board the external auditors to be nominated for approval by the shareholders;

• (c) approve all audit engagements and must pre-approve the provision by the external auditors of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and in such regard the Audit Committee may establish the types of nonaudit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit related and non-audit services for which the Audit Committee will retain the external auditors. The Audit Committee may delegate to one or more of its independent members the authority to pre-approve non-audit services, provided that any such delegated pre-approval shall be exercised in accordance with the types of particular non-audit services authorized by the Audit Committee to be provided by the external auditor and the exercise of such delegated pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting following such pre-approval;

• (d) review and approve the Company’s policies for the hiring of partners and employees and former partners and employees of the present and former external auditors;

• (e) consider, assess and report to the Board with regard to the independence and performance of the external auditors; and

• (f) request and review the audit plan of the external auditors as well as a report by the external auditors to be submitted at least annually regarding: (i) the external auditing firm’s internal quality-control procedures; (ii) any material issues raised by the external auditor’s own most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

3. Accounting Systems and Internal Controls

The Audit Committee shall:

• (a) oversee management’s design and implementation of and reporting on internal controls. The Audit Committee shall also receive and review reports from management, the internal auditors and the external auditors on an annual basis with regard to the reliability and effective operation of the Company’s accounting system and internal controls; and

• (b) review annually the activities, organization and qualifications of the internal auditors and discuss with the external auditors the responsibilities, budget and staffing of the internal audit function.

4. Legal and Regulatory Requirements

The Audit Committee shall:

• (a) receive and review timely analysis by management of significant issues relating to public disclosure and reporting;

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• (b) review, prior to finalization, periodic public disclosure documents containing financial information, including the Management’s Discussion and Analysis and Annual Information Form, if required;

• (c) prepare the report of the Audit Committee required to be included in the Company’s periodic filings;

• (d) review with the Company’s counsel legal compliance matters, significant litigation and other legal matters that could have a significant impact on the Company’s financial statements; and

• (e) assist the Board in the oversight of compliance with legal and regulatory requirements and review with legal counsel the adequacy and effectiveness of the Company’s procedures to ensure compliance with legal and regulatory responsibilities.

5. Additional Responsibilities

The Audit Committee shall:

• (a) discuss policies with the external auditor, internal auditor and management with respect to risk assessment and risk management;

• (b) establish procedures and policies for the following:

• i. the receipt, retention, treatment and resolution of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

• ii. the confidential, anonymous submission by directors or employees of the Company of concerns regarding questionable accounting or auditing matters or any potential violations of legal or regulatory provisions;

• (c) prepare and review with the Board an annual performance evaluation of the Audit Committee;

• (d) report regularly to the Board, including with regard to matters such as the quality or integrity of the Company’s financial statements, compliance with legal or regulatory requirements, the performance of the internal audit function, and the performance and independence of the external auditors; and

• (e) review and reassess the adequacy of the Audit Committee’s Charter on an annual basis.

6. Limitation on the Oversight Role of the Audit Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Audit Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives financial and other information, and the accuracy of the information provided to the Company by such persons or organizations.

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While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in Canada and applicable rules and regulations. These are the responsibility of management and the external auditors.

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Schedule “B”

RESULTING ISSUER STOCK OPTION PLAN

See attached.

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FRANCHISE GLOBAL HEALTH INC.

STOCK OPTION PLAN

1. INTRODUCTION

1.1 Purpose

The purpose of the Plan is to attract, retain and motivate employees, directors, officers and Consultants by granting to them stock options.

1.2 Definitions

For the purposes of the Plan, the following terms have the following meanings:

• a) “ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 — Prospectus Exemptions , as amended from time to time;

• b) “ Applicable Withholding Taxes ” means any and all taxes and other source deductions or other amounts which the Company or a Participating Company (as applicable) is required by law to withhold from any amounts to be paid or credited hereunder;

• c) “ Blackout Period ” means the period of time imposed by the Company when, pursuant to any policies or determinations of the Company, securities of the Company may not be traded by insiders or other specified persons, including any period in which insiders or other specified persons are in possession of material undisclosed information, but excluding any period during which a regulator has halted trading in the Company’s securities;

• d) “ Board ” means the board of directors of the Company;

• e) “ Business Day ” means any day of the week, excluding Saturdays, Sundays and statutory holidays;

• f) “ Cause ” means (i) if the Participant has an employment agreement or consulting agreement or arrangement with a Participating Company, “cause”, “just cause” or any other similar term as defined in such agreement, or (ii) if there is no such employment agreement or consulting agreement or arrangement, or no such definition exists, means:

• (i) the willful failure by a Participant to perform the Participant’s duties with respect to a Participating Company (other than due to illness);

• (ii) theft, fraud, dishonesty or misconduct by the Participant involving the property, business or affairs of a Participating Company or the carrying out of the Participant’s duties with respect to a Participating Company;

• (iii) the material breach by a Participant of the Participant’s employment agreement or consulting agreement or arrangement, the Company’s Code of Conduct (if applicable) or any of the Participant’s confidentiality, non-solicitation or non-competition obligations;

• (iv) the Participant is convicted of, or pleads guilty to, a crime which constitutes an indictable offence; or

• (v) any other conduct that would be treated by the courts of the jurisdiction in which the Participant is employed or provides services to constitute cause for termination of employment or services;

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g) “ Change of Control ” means

• (i) the direct or indirect sale or disposition of, by conveyance, transfer, lease or otherwise, in any single transaction or series of related transactions, all or substantially all of the property or assets of the Company, other than to an entity which was an Affiliate of the Company prior to the sale or disposition;

• (ii) a reorganization, amalgamation, merger, arrangement or combination of the Company with or into any other entity, which results in all of the persons who were the beneficial owners of the voting securities of the Company immediately prior to such reorganization, amalgamation, merger, arrangement or combination, together being entitled to exercise less than 50% of the voting rights attached to the outstanding voting securities of the entity resulting from the applicable transaction;

• (iii) a formal bid or tender offer for voting securities of the Company or other acquisition of voting securities of the Company being completed which results in the offeror, its Affiliates and any other person acting jointly or in concert with the offeror together being entitled to exercise more than 50% of the voting rights attached to the outstanding voting securities of the Company; provided that, prior to such offer or acquisition, such persons were not entitled to exercise more than 50% of the voting rights attached to the outstanding voting securities of the Company; or

• (iv) any transaction or series of related transactions determined by the Board to be substantially similar to any of the transactions noted above;

• h) “ Committee ” means the committee of the Board responsible for recommending to the Board the compensation of officers and other employees or such other committee of the Board as determined by the Board from time to time;

• i) “ Common Shares ” means the common shares of the Company;

• j) “ Company ” means Franchise Global Health Inc. and any successor corporation thereto;

• k) “ Consultant ” means an individual consultant or a consultant entity, other than an employee or director that:

• (i) is engaged to provide services on a bona fide basis to a Participating Company, other than services provided in relation to a distribution of securities of a Participating Company;

• (ii) provides the services under a written contract with a Participating Company; and

• (iii) spends or will spend a significant amount of time and attention on the affairs and business of a Participating Company,

and includes, (i) for an individual consultant, (A) a company of which the individual consultant is an employee or shareholder; or (B) a partnership of which the individual consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant, provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs and business of a Participating Company;

• l) “ Effective Date” has the meaning set out in Section 1.4;

• m) “ Eligible Participant ” means an employee, officer or Consultant of a Participating Company or a member of the Board;

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• n) “ Exercise Price ” means the price at which a Common Share may be purchased upon the exercise of an Option as determined by the Board, provided that in no event shall the Exercise Price be less than the Fair Market Value as at the Grant Date;

• o) “ Fair Market Value ” means the closing price of a Common Share on the TSXV (or, in the sole discretion of the Board, on such other stock exchange or over-the-counter market on which the Common Shares are listed or quoted) on the day immediately prior to the relevant date, provided that in the event that the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, the Fair Market Value of a Common Share shall be determined by the Board in good faith on the applicable day;

• p) “ Grant Agreement ” means the written agreement between the Participant and the Company evidencing the terms and conditions on which an Option has been granted under this Plan, which agreement is substantially in the form set out as Schedule A to this Plan, as amended by the Board from time to time;

• q) “ Grant Date ” means the date the Board grants an Option under this Plan;

• r) “ insiders ” has the meaning set out in the TSXV Manual;

• s) “ Investor Relation Activities ” has the meaning set out in the TSXV Manual;

• t) “ Notice of Exercise ” means a notice substantially in the form set out as Schedule B to this Plan, as amended by the Board from time to time;

• u) “ Option ” means a right granted to an Eligible Participant to purchase a Common Share pursuant to the terms of this Plan;

• v) “ Participant ” means an Eligible Participant to whom an Option is granted;

• w) “ Participating Company ” means the Company and any of its subsidiaries as designated by the Board from time to time;

• x) “ Plan ” means this Franchise Global Health Inc. Stock Option Plan, as amended or restated from time to time;

• y) “ Termination Date ” means: (i) for employees, a Participant’s last day of active employment with a Participating Company (other than in connection with a Participant’s transfer of employment to another Participating Company), regardless of whether the Participant’s employment with the Participating Company is terminated with or without Cause, lawfully or unlawfully, and does not include any period of statutory, contractual, common law, civil law or other notice of termination of employment or any period of salary continuance, severance or deemed employment or other damages paid or payable to the Participant in respect of the termination of employment, whether pursuant to an employment agreement or at law; (ii) for directors and Consultants, the last day on which the director or Consultant is actively providing services to a Participating Company;

• z) “ TSXV ” means the TSX Venture Exchange;

• aa) “ TSXV Manual ” means the TSXV Corporate Finance Manual;

• bb) “ Vested ” means the applicable conditions for Vesting in relation to an Option, as determined by the Board, have been met and the terms “ Vest ” and “ Vesting ” have corresponding meanings; and

• cc) “ Vesting Date ” means a date on which the applicable conditions for an Option becoming Vested are met.

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1.3 Interpretation

The Plan is to be interpreted as follows:

• a) The use of headings is for ease of reference only and does not affect construction or interpretation of this Plan.

• b) Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders.

• c) References to Sections and Subsections are references to sections and subsections in this Plan, unless otherwise specified.

• d) All amounts paid or values to be determined under the Plan shall be in Canadian dollars.

• e) Whenever the Board is to exercise discretion in the administration of the terms and conditions of this Plan or any Option, the term “discretion” means the “sole and absolute discretion” of the Board.

• f) Where the words “including” or “includes” appear in this Plan, they mean “including (or includes) without limitation”.

1.4 Effective Date of Plan

The effective date of the Plan is ●, 2021 (the “ Effective Date ”).

2. ADMINISTRATION

2.1 Administration of the Plan

This Plan will be administered by the Board and the Board has complete authority, in its discretion, to interpret the provisions of this Plan. In administering and interpreting the Plan, the Board may adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan which the Board determines, in its discretion, are necessary or advisable. The Board’s determinations and actions within its authority under this Plan are final, conclusive and binding on each Participating Company and Participant and all other persons.

2.2 Delegation to Committee

To the extent permitted by applicable law, the Board may, from time to time, delegate to the Committee all or any of the powers conferred on the Board under the Plan. In such event, references to the Board mean and include the Committee, and the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decisions made or actions taken by the Committee arising out of or in connection with the administration or interpretation of this Plan within its authority under this Plan are final, conclusive and binding on each Participating Company and Participant and all other persons.

2.3 Taxes and Other Source Deductions

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian, or other applicable jurisdiction’s tax laws (whether federal, provincial, state, local or otherwise) within the periods specified in those laws as a result of the Participant’s participation in the Plan or the occurrence of any event with respect to any award made under the Plan.

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Notwithstanding any other provision contained herein, a Participant shall be solely responsible for all Applicable Withholding Taxes resulting from his or her receipt of Options, Common Shares or other property pursuant to this Plan. In connection with the issuance of Common Shares pursuant to this Plan, a Participant shall:

• a) pay to the Company an amount as necessary so as to ensure that the applicable Participating Company is in compliance with the applicable provisions of any federal, provincial, state, local or other law relating to the Applicable Withholding Taxes in connection with such issuance;

• b) authorize a securities dealer designated by the Company, on behalf of the Participant, to sell in the capital markets a portion of the Common Shares issued hereunder to realize cash proceeds to be used to satisfy the Applicable Withholding Taxes; or

• c) make other arrangements acceptable to a Participating Company to fund the Applicable Withholding Taxes.

2.4 Common Shares Reserved for Issuance

• a) The maximum number of Common Shares issuable pursuant to this Plan shall not exceed 10% of the number of issued and outstanding Common Shares from time to time less the number of Common Shares reserved for issuance under the Company’s other security-based compensation arrangements from time to time, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities to which the Company may be subject from time to time. If any Options granted under this Plan expire, terminate or are cancelled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such Options shall be available for subsequent issuance under this Plan.

• b) Notwithstanding anything in this Plan, but subject to Section a), the aggregate number of Options granted:

• (i) to any one Eligible Participant (and companies wholly owned by that Eligible Participant) together with any options or other awards granted to such Eligible Participant under the Company’s other security-based compensation arrangements, within any 12-month period, shall not exceed 5% of the issued and outstanding Common Shares, calculated on the applicable Grant Date (unless the Company has obtained the requisite disinterested shareholder approval in accordance with the rules of the TSXV);

• (ii) to any one Eligible Participant who is a Consultant together with any options or other awards granted to such Eligible Participant under the Company’s other security-based compensation arrangements, within any 12-month period, shall not exceed 2% of the issued and outstanding Common Shares, calculated on the applicable Grant Date;

• (iii) to all Eligible Participants that are retained to provide Investor Relation Activities together with any options or other awards granted to such Eligible Participants under the Company’s other security-based compensation arrangements shall not exceed 2% of the issued and outstanding Common Shares, within any 12-month period, calculated on the applicable Grant Date, which shall vest in stages over a period of not less than 12 months with no more than one-quarter (1/4) of the Options vesting in any three-month period; and

• (iv) to insiders (as a group), within a 12-month period, shall not exceed 10% of the issued and outstanding Common Shares, calculated on the applicable Grant Date (unless the Company has obtained the requisite disinterested shareholder approval in accordance with the rules of the TSXV),

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provided that the acquisition of Common Shares by the Company for cancellation shall not constitute non-compliance with this Subsection b) for any Options outstanding prior to such purchase of Common Shares for cancellation.

3. OPTIONS

3.1 Grant of Options

The Board may, in its discretion, from time to time, subject to the provisions of this Plan and other terms and conditions the Board may prescribe, grant Options to Eligible Participants. The grant shall be conditional on the Participant executing a Grant Agreement and such ancillary documents as the Board may determine to be appropriate. The grant of an Option to an Eligible Participant at any time shall neither entitle such Eligible Participant to receive, nor preclude such Eligible Participant from receiving, a subsequent grant of an Option. In all cases, the Options shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages payable to a Participant in respect of his or her services to a Participating Company.

For Options granted to employees or Consultants, the Board and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee or Consultant, as the case may be, in accordance with the rules of the TSXV (if applicable).

3.2 Vesting of Options

The Board shall determine when an Option will become Vested and may determine that the Option will become Vested in installments and may make Vesting of the Option conditional on the achievement of performance targets. Subject to the terms of any employment or consulting agreement or arrangement between the Participant and a Participating Company, or the Board expressly providing to the contrary, a Participant’s Options shall Vest in accordance with the vesting schedule as set out in the Participant’s Option Agreement.

3.3 Exercise Price

The Exercise Price of an Option shall be fixed by the Board on the Grant Date and will not be less than the Fair Market Value of a Common Share as of the Grant Date, subject to all applicable regulatory requirements. Notwithstanding the foregoing, if an Option is approved during a Blackout Period, the Grant Date shall not be earlier than the sixth Business Day immediately following the expiration of the Blackout Period and the Exercise Price will not be less than the volume-weighted average trading price of the Common Shares on the TSXV on the five trading days immediately preceding the Grant Date.

3.4 Option Term

Subject to Section 4, each Option must be exercised no later than 10 years after the Grant Date or such shorter period as set out in the Participant’s Grant Agreement, at which time such Option will expire. Notwithstanding any other provision of this Plan, each Option that would expire during a Blackout Period shall expire on the date that is 10 Business Days immediately following the expiration of the Blackout Period.

3.5 Exercise of Options

Vested Options may be exercised by the Participant delivering to the Company a Notice of Exercise signed by the Participant or his or her legal representative, accompanied by payment in full of the aggregate Exercise Price and any Applicable Withholding Taxes in respect of the Options being exercised, payable in cash, or by certified cheque, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board.

Subject to Sections 5.14 and 5.15, upon receipt of payment in full, the number of Common Shares in respect of which the Options are exercised will be duly issued to the Participant as fully paid and non-assessable shares, following which the Participant shall have no further rights, title or interest with respect to such Options.

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4. TERMINATION OF EMPLOYMENT OR SERVICES

4.1 Termination for Cause

If a Participant’s employment or services with a Participating Company is terminated for Cause, all Options held by the Participant on the Participant’s Termination Date, whether Vested or unvested, shall automatically terminate and be forfeited for no consideration on the Termination Date and be of no further force or effect.

4.2 Resignation, Termination without Cause or Death

Unless otherwise set out in the Participant’s Grant Agreement, if a Participant resigns from a Participating Company or his or her employment or services is terminated without Cause or the Participant ceases to be employed or engaged by a Participating Company because of the Participant’s death, all unvested Options held by the Participant on the Participant’s Termination Date shall automatically terminate and be forfeited for no consideration on the Termination Date and be of no further force or effect. Unless otherwise set out in the Participant’s Grant Agreement, the Participant may, within 30 days after the Participant’s Termination Date, or such shorter period as is remaining in the term of the Options, exercise the Participant’s Vested Options in accordance with Section 3.5. At the end of such 30 day period or such shorter period as is remaining in the term of the Options, the unexercised Options shall automatically terminate, be forfeited for no consideration and be of no further force or effect.

4.3 Discretion to Permit Vesting

The Board may, in its discretion, at any time permit the Vesting of any or all Options held by the Participant in the manner and on the terms authorized by the Board in its discretion.

5. GENERAL

5.1 Adjustment to Options

In the event of any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, arrangement, consolidation, reclassification, spin-off or other distribution (other than normal cash dividends) of the Company’s assets to its shareholders, or any other change in the capital of the Company affecting Common Shares, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value of the Options), with respect to: (i) the number or kind of shares or other securities reserved for issuance pursuant to this Plan; (ii) the number or kind of shares or other securities subject to any outstanding Options; and (iii) the Exercise Price of any outstanding Options, provided, however, that no adjustment will obligate the Company to issue or sell fractional securities.

Notwithstanding anything in this Plan to the contrary, all adjustments made pursuant to this Section 5.1 shall be in compliance with paragraph 7(1.4)(c) of the Income Tax Act (Canada) and the regulations promulgated thereunder. However, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no Options will be granted to such a Participant to compensate for a downward fluctuation in the Fair Market Value of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

5.2 Effect of a Change of Control

Notwithstanding any other provision of this Plan, in the event of a Change of Control, the surviving, successor or acquiring entity shall assume any outstanding Options or shall substitute similar options for the outstanding Options. If the surviving, successor or acquiring entity does not assume the outstanding Options or substitute similar options for the outstanding Options, or if the Board otherwise determines in its discretion, the Company shall give written notice to all Participants advising that the Plan shall be terminated effective immediately prior to the Change of Control and all Options shall be deemed to be Vested and, unless otherwise exercised, forfeited or cancelled prior to the termination of the Plan, shall expire immediately prior to the termination of the Plan.

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In the event of a Change of Control, the Board has the power to: (i) make such other changes to the terms of the Options as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the Participants; (ii) otherwise modify the terms of the Options to assist the Participants to tender into a takeover bid or other arrangement leading to a Change of Control, and thereafter; and (iii) terminate, conditionally or otherwise, the Options not exercised following successful completion of such Change of Control. If the Change of Control is not completed within the time specified therein (as the same may be extended), the Options which vest pursuant to this Section 5.2 shall be returned by the Company to the Participant and, if exercised, the Common Shares issued on such exercise shall be reinstated as authorized but unissued Common Shares and the original terms applicable to such Options shall be reinstated.

5.3 Amendment, Suspension, or Termination of Plan

The Board may from time to time, without notice and without shareholder approval, amend, modify, change, suspend or terminate the Plan, or any portion thereof, or any Options granted pursuant to the Plan as it in its discretion determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Option granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under any Option, or any rights pursuant thereto, previously granted to the Participant without the written consent of the affected Participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements.

Without limiting the generality of the foregoing, the Board may make amendments to this Plan or any Options without seeking shareholder approval, including:

• a) amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan, including amendments to fix typographical errors;

• b) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions;

• c) amendments necessary to comply with the provisions of applicable law (including, as applicable, applicable law in jurisdictions outside of Canada) or the rules, regulations and policies of the TSXV;

• d) amendments necessary for Options to qualify for favourable treatment under applicable tax laws (including, as applicable, applicable tax laws in jurisdictions outside of Canada);

• e) amendments to the vesting provisions of this Plan or any Option; and

• f) amendments necessary to suspend or terminate this Plan.

Shareholder approval (in accordance with the rules of the TSXV, if applicable) shall be required for any amendment that:

• a) revises the Eligible Participants to whom Options may be granted under the Plan;

• b) increases the number of Common Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

• c) revises the limitation under the Plan on the number of Options that may be granted to any one person or any category of persons;

• d) revises the method for determining the Exercise Price of Options;

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• e) reduces the Exercise Price of an Option (for this purpose, a cancellation or termination of an Option of a Participant for the purpose of reissuing an Option to the same Participant with a lower Exercise Price shall be treated as an amendment to reduce the Exercise Price of an Option) except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

• f) changes the maximum term of Options or extends the term of an Option beyond the original expiry date, except as provided in Section 3.4;

• g) revises the expiry and termination provisions set out in Section 4;

• h) permits awards, other than the Options, to be granted under the Plan; and

• i) deletes or reduces the range of amendments which require shareholder approval under this Section 5.3.

If required by the rules of the TSXV, the Company will seek shareholder approval excluding the votes of securities held directly or indirectly by insiders entitled to receive a benefit directly or indirectly under the Plan. Disinterested shareholder approval will be obtained for any reduction in the Exercise Price of an Option held by a Participant who is an insider at the time of the proposed amendment.

If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules adopted by the Board and in force at the time of termination of the Plan will continue in effect as long as an Option or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Options it would be entitled to make if the Plan were still in effect.

5.4 Reorganization of the Company

The existence of any Options shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

5.5 Fractional Shares

No fractional Common Shares will be issued on the exercise of an Option and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

5.6 General Restrictions and Assignment

• a) Except as required by law or as permitted by the Board, the rights of a Participant under the Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant. Notwithstanding anything else in this Plan, all Options granted under this Plan are non-transferrable and non-assignable other than for normal estate settlement purposes.

• b) Rights and obligations under the Plan may be assigned by the Company to a successor in the business of the Company.

5.7 No Right to Employment or Other Service

Neither participation in the Plan nor any action taken under the Plan shall give or be deemed to give any Participant a right to continue his or her employment or other service with a Participating Company.

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5.8 Other Employee Benefits

The amount of any compensation received or deemed to be received by a Participant as a result of his or her participation in the Plan will not constitute compensation, earnings or wages with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance, termination, severance or salary continuation plan or any other employee benefit plans, nor under any applicable employment standards or other legislation, except as otherwise specifically determined by the Board.

5.9 Unfunded Plan

This Plan is unfunded. To the extent any individual holds any rights under the Plan, such rights, unless otherwise determined by the Board, are no greater than the rights of a general unsecured creditor of the Company.

5.10 No Shareholder Rights

Under no circumstances shall Options be considered Common Shares or shares of any other class of the Company, nor entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares, until such time as and only to the extent Common Shares have been issued to the Participant in accordance with the terms hereof.

5.11 Priority of Agreements

In the event of any inconsistency or conflict between the provisions of the Plan and any Grant Agreement, the provisions of the Plan shall prevail. Unless otherwise provided herein, in the event of any inconsistency or conflict between the provisions of the Plan or any Grant Agreement, on the one hand, and a Participant’s employment or consulting agreement or arrangement with a Participating Company, on the other hand, the provisions of the employment or consulting agreement or arrangement shall prevail.

5.12 Governing Law

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.13 Severability

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this Plan.

5.14 Compliance with Laws

The Board may postpone the exercise of any Option or the issue of any Common Shares pursuant to the Plan for as long as the Board in its discretion may deem necessary in order to permit the Company to determine compliance with all applicable laws, including securities laws and the rules, regulations and published policies of any stock exchange, regulatory authority or agency having jurisdiction over the issuance and distribution of such Common Shares in such jurisdictions as the Company may elect to grant Options to Participants. Participants shall, to the extent applicable, cooperate with the Company in complying with such legislation, rules, regulations and policies.

5.15 Government Regulation and Grant Restrictions

The Company’s obligation to issue and deliver Common Shares under any Option is subject to: (i) the completion of such registration or other qualification of such Common Shares or obtaining approval of such regulatory authority as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (ii) the admission of such Common Shares to listing on any stock exchange on which such Common Shares may then be listed; and (iii) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in such Common Shares as the Company determines to be necessary or advisable in order to

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safeguard against the violation of the securities laws of any jurisdiction. The Company shall take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Common Shares in compliance with applicable securities laws and for the listing of such Common Shares on any stock exchange on which such Common Shares are then listed. Options may not be granted with a Grant Date or effective date earlier than the date on which all actions required to grant the Options have been completed.

SCHEDULE A OPTION AGREEMENT

[Insert name of employee, director, officer or consultant] (the “ Participant ”)

Pursuant to the Stock Option Plan (the “ Plan ”) of Franchise Global Health Inc. (the “ Company ”), as in effect from time to time, and in consideration of services provided by the Participant to a Participating Company, the Company hereby grants to the Participant on ____, (the “ Grant Date ”) ___ Options to purchase up to the same number of Common Shares of the Company at an Exercise Price of $______ per Common Share.

Capitalized terms used but not otherwise defined in this agreement shall have the meanings set out in the Plan

.

Subject to earlier expiry in accordance with the Plan, the Options shall cease to be exercisable and shall expire on ____, ___ [insert expiry date - no longer than [10] years after the Grant Date] . The Options vest as follows: [insert vesting schedule].

The Company and the Participant understand and agree that the granting and exercise of the Options and the issuance of Common Shares are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this agreement.

DATED ____, ___.

FRANCHISE GLOBAL HEALTH INC.

By:

Name: Title:

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The Participant agrees to the terms and conditions set out herein and confirms and acknowledges that the Participant has not been induced to enter into this agreement or acquire any Option by expectation of employment or service or continued employment or services with any Participating Company. The Participant confirms and acknowledges that the Participant has received and reviewed a copy of the Plan, including the early termination provisions set out in Section 4 of the Plan.

The Participant agrees to provide the Company with all information (including personal information, if applicable) required by the Company to administer the Plan. The Participant consents to the Company and any of its Affiliates sharing and exchanging the Participant’s information held in order to administer and operate the Plan (including, if applicable, personal details, data relating to participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“ Information ”) and providing the Board, the Company’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with Information for the administration and operation of the Plan and the Participant accepts that this may involve Information being sent to a country outside of Canada which may not have the same level of data protection laws as Canada, and law enforcement agencies in that country may access Information in accordance with local laws. The Participant acknowledges that the Participant has the right to request a list of the names and addresses of any potential recipients of Information and to review and correct Information by contacting the Participant’s local human resources or Participating Company representative. The Participant acknowledges that the collection, processing and transfer of Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or the Participant’s receipt of the Option. [ NTD: For Employees, Directors and individual Consultants include the first signature line and for Consultant entities include the second signature line.]

Signature

Name (please print)

[CONSULTANT ENTITY]

By: Name: Title:

SCHEDULE B NOTICE OF EXERCISE

To: Franchise Global Health Inc. Attention: [Corporate Secretary]

I, ___, hereby exercise __ options (“ Options ”) to purchase Common Shares of Franchise Global Health Inc. (the “ Company ”) at an Exercise Price of $___ per Common Share. This Notice of Exercise is delivered in respect of the __ Vested Options that were granted to me on __ under the Company’s Stock Option Plan (the “ Plan ”). Capitalized terms used but not otherwise defined herein have the meanings set out in the Plan.

In connection with the foregoing, I enclose cash, a certified cheque, bank draft or money order payable to the Company in the amount of $__ (which reflects the aggregate Exercise Price of the Options) plus the amount of $_____ (which reflects the amount the Company believes is necessary to remit as part of any Applicable Withholding Taxes), and the foregoing shall be the full payment for the Common Shares to be received upon exercise of the Options and I acknowledge that the Common Shares will be issued to me only upon satisfaction of the requirements of Section 3.5 of the Plan.

Date

Participant’s Signature

Schedule “C”

RESULTING ISSUER SHARE UNIT PLAN

See attached.

FRANCHISE GLOBAL HEALTH INC.

SHARE UNIT PLAN

1. INTRODUCTION

1.1 Purpose

The purpose of the Plan is to attract, retain and motivate employees, officers, directors and Consultants by granting to them: (i) restricted share units; and/or (ii) performance share units. It is intended that the Plan not be treated as a “salary deferral arrangement” as defined in subsection 248(1) of the Income Tax Act (Canada).

1.2 Definitions

For the purposes of the Plan, the following terms have the following meanings:

• a) “ Affiliate ” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 — Prospectus Exemptions , as amended from time to time;

• b) “ Applicable Withholding Taxes ” means any and all taxes and other source deductions or other amounts which the Company or a Participating Company (as applicable) is required by law to withhold from any amounts to be paid or credited hereunder;

• c) “ Board ” means the board of directors of the Company;

• d) “ Business Day ” means any day of the week, excluding Saturdays, Sundays and statutory holidays;

• e) “ Cause ” means (i) if the Participant has an employment agreement or consulting agreement or arrangement with a Participating Company, “cause”, “just cause” or any other similar term as defined in such agreement, or (ii) if there is no such employment agreement or consulting agreement or arrangement, or no such definition exists, means:

• (i) the willful failure by a Participant to perform the Participant’s duties with respect to a Participating Company (other than due to illness);

• (ii) theft, fraud, dishonesty or misconduct by the Participant involving the property, business or affairs of a Participating Company or the carrying out of the Participant’s duties with respect to a Participating Company;

• (iii) the material breach by a Participant of the Participant’s employment agreement or consulting agreement or arrangement, the Company’s Code of Conduct (if applicable) or any of the Participant’s confidentiality, non-solicitation or non-competition obligations;

• (iv) the Participant is convicted of, or pleads guilty to, a crime which constitutes an indictable offence; or

• (v) any other conduct that would be treated by the courts of the jurisdiction in which the Participant is employed or provides services to constitute cause for termination of employment or services;

• f) “ Change of Control ” means

• (i) the direct or indirect sale or disposition of, by conveyance, transfer, lease or otherwise, in any single transaction or series of related transactions, all or substantially all of the property or assets of the Company, other than to an entity which was an Affiliate of the Company prior to the sale or disposition;

• (ii) a reorganization, amalgamation, merger, arrangement or combination of the Company with or into any other entity, which results in all of the persons who were the beneficial owners of the voting securities of the Company immediately prior to such reorganization, amalgamation, merger, arrangement or combination, together being entitled to exercise less than 50% of the voting rights attached to the outstanding voting securities of the entity resulting from the applicable transaction;

• (iii) a formal bid or tender offer for voting securities of the Company or other acquisition of voting securities of the Company being completed which results in the offeror, its Affiliates and any other person acting jointly or in concert with the offeror together being entitled to exercise more than 50% of the voting rights attached to the outstanding voting securities of the Company; provided that, prior to such offer or acquisition, such persons were not entitled to exercise more than 50% of the voting rights attached to the outstanding voting securities of the Company; or

• (iv) any transaction or series of related transactions determined by the Board to be substantially similar to any of the transactions noted above;

• g) “ Committee ” means the committee of the Board responsible for recommending to the Board the compensation of officers and other employees or such other committee of the Board as determined by the Board from time to time;

• h) “ Common Shares ” means the common shares of the Company;

• i) “ Company ” means Franchise Global Health Inc. and any successor corporation thereto;

• j) “ Consultant ” means an individual consultant or a consultant entity, other than an employee or director that:

• (i) is engaged to provide services on a bona fide basis to a Participating Company, other than services provided in relation to a distribution of securities of a Participating Company;

• (ii) provides the services under a written contract with a Participating Company; and

• (iii) spends or will spend a significant amount of time and attention on the affairs and business of a Participating Company,

and includes, (i) for an individual consultant, (A) a company of which the individual consultant is an employee or shareholder; or (B) a partnership of which the individual consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant, provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs and business of a Participating Company;

• k) “ Dividend Share Unit ” means a further right to acquire a fully-paid and non-assessable Common Share granted in accordance with Section 3.2;

• l) “ Effective Date ” has the meaning set out in Section 1.4;

• m) “ Eligible Participant ” means an employee, officer [or Consultant ] of a Participating Company or a member of the Board, but does not include providers of Investor Relations Activities;

• n) “ Expiry Date ” means in respect of any RSU or PSU, the date specified in the applicable Grant Agreement (not to exceed five (5) years from the Grant Date);

• o) “ Fair Market Value ” means the closing price of a Common Share on the TSXV (or, in the sole discretion of the Board, on such other stock exchange or over-the-counter market on which the Common Shares are listed or quoted) on the day immediately prior to the relevant date, provided that in the event that the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, the Fair Market Value of a Common Share shall be determined by the Board in good faith on the applicable day;

• p) “ Grant Agreement ” means the written agreement between the Participant and the Company evidencing the terms and conditions on which a Share Unit has been granted under this Plan, which (i) for PSUs, shall be an agreement substantially in the form set out as Schedule A to this Plan, as amended by the Board from time to time; and (ii) for RSUs, an agreement substantially in the form set out as Schedule B to this Plan, as amended by the Board from time to time;

• q) “ Grant Date ” means the date the Board grants a Share Unit under this Plan;

• r) “ insiders ” has the meaning set out in the TSXV Manual;

• s) “ Investor Relation Activities ” has the meaning set out in the TSXV Manual;

• t) “ Participant ” means an Eligible Participant to whom a Share Unit is granted;

• u) “ Participating Company ” means the Company and any of its subsidiaries as designated by the Board from time to time;

• v) “ Performance Period ” means, with respect to PSUs, the period of time specified in the Grant Agreement during which any applicable Performance Vesting Conditions may be achieved;

• w) “ Performance Vesting Conditions ” means such performance-related conditions that must be met during the Performance Period in respect of the Vesting of PSUs determined by the Board at the time of grant, which may include but are not limited to, financial or operational performance of the Company, individual performance criteria or otherwise, which may be measured over a specified period;

• x) “ Performance Share Unit ” or “ PSU ” means a right granted to a Participant to acquire a fully-paid and non-assessable Common Share, which right generally becomes Vested, if at all, subject to the attainment of Performance Vesting Conditions during the Performance Period and the satisfaction of such other conditions to Vesting, if any, as may be determined by the Board;

• y) “ Plan ” means this Franchise Global Health Inc. Share Unit Plan, as amended or restated from time to time;

• z) “ Restricted Share Unit ” or “ RSU ” means a right granted to a Participant to acquire a fully-paid and nonassessable Common Share, which right generally becomes Vested, if at all, subject to the attainment of Time Vesting Conditions and the satisfaction of such other conditions to Vesting, if any, as may be determined by the Board;

• aa) “ Settlement Date ” means, with respect to any Share Unit, the date specified in the applicable Grant Agreement upon which the Vested Share Units shall be settled in the form of the issuance of Common Shares;

• bb) “ Share Unit ” means a Restricted Share Unit, Performance Share Unit or Dividend Share Unit, as the context requires;

• cc) “ Share Unit Account ” has the meaning ascribed to such term in Section c);

• dd) “ Termination Date ” means: (i) for employees, a Participant’s last day of active employment with a Participating Company (other than in connection with a Participant’s transfer of employment to another Participating Company), regardless of whether the Participant’s employment with the Participating Company is terminated with or without Cause, lawfully or unlawfully, and does not include any period of statutory, contractual, common law, civil law or other notice of termination of employment or any period of salary continuance, severance or deemed employment or other damages paid or payable to the Participant in respect of the termination of employment, whether pursuant to an employment agreement or at law; (ii) for directors and Consultants, the last day on which the director or Consultant is actively providing services to a Participating Company;

• ee) “ Time Vesting Conditions ” means any conditions relating to continued service with the Company for a period of time in respect of the Vesting of RSUs determined by the Board at the time of the grant;

• ff) “ TSXV ” means the TSX Venture Exchange;

• gg) “ TSXV Manual ” means the TSXV Corporate Finance Manual;

• hh) “ Vested ” means the applicable Time Vesting Conditions, Performance Vesting Conditions and/or any other conditions for Vesting in relation to a Share Unit determined by the Board in connection with each RSU or PSU granted pursuant to the Plan, as the case may be, have been met and the terms “ Vest ” and “ Vesting have corresponding meanings; and

• ii) “ Vesting Date ” means a date on which the applicable Time Vesting Conditions, Performance Vesting Conditions and/or any other conditions for a Share Unit becoming Vested are met.

1.3 Interpretation

The Plan is to be interpreted as follows:

• a) The use of headings is for ease of reference only and does not affect construction or interpretation of this Plan.

• b) Where the context so requires, words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders.

• c) References to Sections and Subsections are references to sections and subsections in this Plan, unless otherwise specified.

• d) All amounts paid or values to be determined under the Plan shall be in Canadian dollars.

• e) Whenever the Board is to exercise discretion in the administration of the terms and conditions of this Plan or any Share Unit, the term “discretion” means the “sole and absolute discretion” of the Board.

• f) Where the words “including” or “includes” appear in this Plan, they mean “including (or includes) without limitation”.

1.4 Effective Date of Plan

The effective date of the Plan is ●, 2021 (the “ Effective Date ”).

2. ADMINISTRATION

2.1 Administration of the Plan

This Plan will be administered by the Board and the Board has complete authority, in its discretion, to interpret the provisions of this Plan. In administering and interpreting the Plan, the Board may adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan which the Board determines, in its discretion, are necessary or advisable. The Board’s determinations and actions within its authority under this Plan are final, conclusive and binding on each Participating Company and Participant and all other persons.

2.2 Delegation to Committee

To the extent permitted by applicable law, the Board may, from time to time, delegate to the Committee all or any of the powers conferred on the Board under the Plan. In such event, references to the Board mean and include the Committee, and the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decisions made or actions taken by the Committee arising out of or in connection with the administration or interpretation of this Plan within its authority under this Plan are final, conclusive and binding on each Participating Company and Participant and all other persons.

2.3 Taxes and Other Source Deductions

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian, or other applicable jurisdiction’s tax laws (whether federal, provincial, state, local or otherwise) within the periods specified in those laws as a result of the Participant’s participation in the Plan or the occurrence of any event with respect to any award made under the Plan.

Notwithstanding any other provision contained herein, a Participant shall be solely responsible for all Applicable Withholding Taxes resulting from his or her receipt of Share Units, Common Shares or other property pursuant to this Plan. In connection with the issuance of Common Shares pursuant to this Plan, a Participant shall:

• a) pay to the Company an amount as necessary so as to ensure that the applicable Participating Company is in compliance with the applicable provisions of any federal, provincial, state, local or other law relating to the Applicable Withholding Taxes in connection with such issuance;

• b) authorize a securities dealer designated by the Company, on behalf of the Participant, to sell in the capital markets a portion of the Common Shares issued hereunder to realize cash proceeds to be used to satisfy the Applicable Withholding Taxes; or

• c) make other arrangements acceptable to a Participating Company to fund the Applicable Withholding Taxes.

2.4 Common Shares Reserved for Issuance

• a) The maximum number of Common Shares issuable pursuant to this Plan shall not exceed [●] Common Shares subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities to which the Company may be subject from time to time. If any Share Units governed by this Plan expire, terminate or are cancelled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such Share Units shall be available for subsequent issuance under this Plan. For greater certainty, if any Share Units governed by this Plan are settled in the form of Common Shares issued from treasury, the number of Common Shares issued shall not be available again for subsequent issuance under this Plan.

• b) Notwithstanding anything in this Plan, but subject to Section a), the aggregate number of Share Units granted:

• (i) to any one Eligible Participant (and companies wholly owned by that Eligible Participant) together with any options or other awards granted to such Eligible Participant under the Company’s other security-based compensation arrangements, within any 12-month period, shall not exceed 5% of the issued and outstanding Common Shares, calculated on the applicable Grant Date (unless the Company has obtained the requisite disinterested shareholder approval in accordance with the rules of the TSXV);

• (ii) to any one Eligible Participant who is a Consultant together with any options or other awards granted to such Eligible Participant under the Company’s other security-based compensation arrangements, within any 12-month period, shall not exceed 2% of the issued and outstanding Common Shares, calculated on the applicable Grant Date; and

• (iii) to insiders (as a group) within a 12-month period, shall not exceed 10% of the issued and outstanding Common Shares, calculated on the applicable Grant Date (unless the Company has obtained the requisite disinterested shareholder approval in accordance with the rules of the TSXV),

provided that the acquisition of Common Shares by the Company for cancellation shall not constitute non-compliance with this Subsection b) for any Share Units outstanding prior to such purchase of Common Shares for cancellation.

3. SHARE UNITS

3.1 Grant of Share Units

• a) The Board may, in its discretion, from time to time, subject to the provisions of this Plan and other terms and conditions the Board may prescribe, grant Restricted Share Units and/or Performance Share Units to Eligible Participants. The grant shall be conditional on the Participant executing a Grant Agreement and such ancillary documents as the Board may determine to be appropriate. The grant of an RSU or PSU to an Eligible Participant at any time shall neither entitle such Eligible Participant to receive, nor preclude such Eligible Participant from receiving, a subsequent grant of an RSU or PSU. In all cases, the Share Units shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages payable to a Participant in respect of his or her services to a Participating Company.

• b) Each Grant Agreement shall set forth: (i) the type and Grant Date of the Share Units evidenced thereby; (ii) the number of RSUs and/or PSUs subject to such award; (iii) the applicable Time Vesting Conditions and/or Performance Vesting Conditions; (iv) the Performance Period, if applicable; (v) the applicable Vesting Date(s); (vi) the applicable Settlement Date; and (vii) the applicable Expiry Date and may specify such other terms and conditions consistent with the terms of the Plan as the Board shall determine or as shall be required under any other provision of the Plan.

• c) An account, called a “ Share Unit Account ”, shall be maintained by the Company for each Participant and will be credited with such grants of RSUs, PSUs or Dividend Share Units as are received by a Participant from time to time. Share Units that fail to Vest, or that are paid out to the Participant in Common Shares, shall be cancelled and shall cease to be recorded in the Participant’s Share Unit Account as of the date on which such Share Units are forfeited or cancelled under the Plan or are settled, as the case may be. For greater certainty, where a Participant has been granted one or more RSUs and/or PSUs, such RSUs and/or PSUs (and related Dividend Share Units) shall be recorded separately in the Participant’s Share Unit Account.

3.2 Dividend Share Units

When dividends are paid on Common Shares, Dividend Share Units will automatically be granted to each Participant who holds Share Units on the record date for such dividends. The number of Dividend Share Units (rounded down to the nearest whole Dividend Share Unit) to be credited to the Participant’s Share Unit Account on the dividend payment date shall be determined by multiplying the aggregate number of Share Units held by the Participant on the relevant record date by the amount of the dividend paid by the Company on each Common Share, and dividing the result by the Fair Market Value of the Common Shares on the dividend payment date. Dividend Share Units credited to a Participant’s Share Unit Account in accordance with this Section 3.2 shall be subject to the same Time Vesting Conditions and/or Performance Vesting Conditions applicable to the related RSUs and/or PSUs.

3.3 Vesting

RSUs, PSUs and Dividend Share Units shall vest when the Time Vesting Conditions, Performance Vesting Conditions and/or any other conditions for Vesting in relation to a Share Unit determined by the Board in connection with each RSU or PSU, as the case may be, have been met.

3.4 Settlement of Share Unit Awards

On the Settlement Date (which may not be later than the Expiry Date) and subject to Sections 2.3, 5.14 and 5.15, the Company shall issue from treasury the number of Common Shares that is equal to the number of Vested Share Units held by the Participant as at the Settlement Date (rounded down to the nearest whole number), as fully paid and nonassessable Common Shares. Upon settlement of such Share Units, the corresponding number of Share Units credited to the Participant’s Share Unit Account shall be cancelled and the Participant shall have no further rights, title or interest with respect thereto.

4. TERMINATION OF EMPLOYMENT OR SERVICES

4.1 Termination for Cause

If a Participant’s employment or services with a Participating Company is terminated for Cause, all Share Units held by the Participant on the Participant’s Termination Date, whether Vested or unvested, shall automatically terminate and be forfeited for no consideration on the Termination Date and be of no further force or effect.

4.2 Resignation, Termination without Cause or Death

Unless otherwise set out in the Participant’s Grant Agreement, if a Participant resigns from a Participating Company or his or her employment or services is terminated without Cause or the Participant ceases to be employed or engaged by a Participating Company because of the Participant’s death, all unvested Share Units held by the Participant on the Participant’s Termination Date shall automatically terminate and be forfeited for no consideration on the Termination Date and be of no further force or effect. Any Vested Share Units in the Participant’s Share Unit Account on the Participant’s Termination Date shall be settled as soon as practicable following the Termination Date in accordance with Section 3.4.

4.3 Discretion to Permit Vesting

The Board may, in its discretion, at any time permit the Vesting of any or all Share Units held by the Participant in the manner and on the terms authorized by the Board in its discretion, provided that the Board may not, in any case, authorize the settlement of a Share Unit beyond the Expiry Date.

5. GENERAL

5.1 Adjustment to Share Units

In the event of any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, arrangement, consolidation, reclassification, spin-off or other distribution (other than normal cash dividends) of the

Company’s assets to its shareholders, or any other change in the capital of the Company affecting Common Shares, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value of the Share Units), with respect to: (i) the number or kind of shares or other securities reserved for issuance pursuant to this Plan; (ii) the number or kind of shares or other securities subject to any outstanding Share Units; (iii) the number of Share Units in the Participants’ Share Unit Accounts; and (iv) the vesting of PSUs provided, however, that no adjustment will obligate the Company to issue or sell fractional securities. Notwithstanding anything in this Plan to the contrary, all adjustments made pursuant to this Section 5.1 shall be in compliance with paragraph 7(1.4)(c) of the Income Tax Act (Canada) and the regulations promulgated thereunder. However, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no Share Units will be granted to such a Participant to compensate for a downward fluctuation in the Fair Market Value of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

5.2 Effect of a Change of Control

Notwithstanding any other provision of this Plan, in the event of a Change of Control, the surviving, successor or acquiring entity shall assume any outstanding Share Units or shall substitute similar awards for the outstanding Share Units. If the surviving, successor or acquiring entity does not assume the outstanding Share Units or substitute similar awards for the outstanding Share Units, or if the Board otherwise determines in its discretion, the Company shall give written notice to all Participants advising that the Plan shall be terminated effective immediately prior to the Change of Control and all RSUs (and related Dividend Share Units) and a specified number of PSUs (and related Dividend Share Units) shall be deemed to be Vested and, unless otherwise settled, forfeited or cancelled prior to the termination of the Plan, shall be settled immediately prior to the termination of the Plan. The number of PSUs which are deemed to be vested shall be determined by the Board, in its sole discretion, having regard to the level of achievement of the Performance Vesting Conditions prior to the Change of Control.

In the event of a Change of Control, the Board has the power to: (i) make such other changes to the terms of the Share Units as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the Participants; (ii) otherwise modify the terms of the Share Units to assist the Participants to tender into a takeover bid or other arrangement leading to a Change of Control, and thereafter; and (iii) terminate, conditionally or otherwise, the Share Units not settled following successful completion of such Change of Control. If the Change of Control is not completed within the time specified therein (as the same may be extended), the Share Units which vest pursuant to this Section 5.2 shall be returned by the Company to the Participant and, if settled, the Common Shares issued on such settlement shall be reinstated as authorized but unissued Common Shares and the original terms applicable to such Share Units shall be reinstated.

5.3 Amendment, Suspension, or Termination of Plan

• a) Subject to Sections 5.3(c) and 5.3(d) below, the Board may, from time to time, without notice and without shareholder approval, amend, modify, change, suspend or terminate the Plan, or any portion thereof, or any Share Units granted pursuant to the Plan as it in its discretion determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Share Unit granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under any Share Unit, or any rights pursuant thereto, previously granted to the Participant without the written consent of the affected Participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements.

• b) Without limiting the generality of the foregoing, the Board may make amendments to this Plan or any Share Units without seeking shareholder approval, including:

• (i) amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan, including amendments to fix typographical errors;

• (ii) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions;

• (iii) amendments necessary to comply with the provisions of applicable law (including applicable law in jurisdictions outside of Canada, as applicable) or the rules, regulations and policies of the TSXV;

• (iv) amendments necessary for Share Units to qualify for favourable treatment under applicable tax laws (including applicable tax laws in jurisdictions outside of Canada, as applicable);

• (v) amendments to the vesting provisions of this Plan or any Share Units; and

• (vi) amendments necessary to suspend or terminate this Plan.

• c) Shareholder approval (in accordance with the rules of the TSXV, if applicable, and including disinterested shareholder approval, if required by the rules of the TSXV as noted below) shall be required for the adoption of this Plan, any renewal thereof required by the TSXV and any amendment that:

• (i) revises the Eligible Participants to whom Share Units may be granted under the Plan;

• (ii) increases the number of Common Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Board to make equitable adjustments in the event of transactions affecting the Company or its capital;

• (iii) revises the limitation under the Plan on the number of Share Units that may be granted to any one person or any category of persons;

• (iv) changes the maximum term of Share Units or extends the term of a Share Unit beyond its Expiry Date;

• (v) revises the expiry and termination provisions set out in Section 4;

• (vi) permits Share Units to be transferrable or assignable other than for normal estate settlement purposes;

• (vii) permits awards, other than Restricted Share Units and Performance Share Units, to be granted under the Plan; and

• (viii) deletes or reduces the range of amendments which require shareholder approval under this Section 5.3.

• d) If required by the rules of the TSXV, the Company will seek shareholder approval excluding the votes of securities held directly or indirectly by insiders entitled to receive a benefit directly or indirectly under the Plan.

• e) If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules adopted by the Board and in force at the time of termination of the Plan will continue in effect as long as a Share Unit or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Share Units it would be entitled to make if the Plan were still in effect.

5.4 Reorganization of the Company

The existence of any Share Units shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

5.5 Fractional Shares

No fractional Common Shares will be issued on the settlement of a Share Unit and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

5.6 General Restrictions and Assignment

• a) Except as required by law or as permitted by the Board, the rights of a Participant under the Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

• b) Rights and obligations under the Plan may be assigned by the Company to a successor in the business of the Company.

5.7 No Right to Employment or Other Service

Neither participation in the Plan nor any action taken under the Plan shall give or be deemed to give any Participant a right to continue his or her employment or other service with a Participating Company.

5.8 Other Employee Benefits

The amount of any compensation received or deemed to be received by a Participant as a result of his or her participation in the Plan will not constitute compensation, earnings or wages with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance, termination, severance or salary continuation plan or any other employee benefit plans, nor under any applicable employment standards or other legislation, except as otherwise specifically determined by the Board.

5.9 Unfunded Plan

This Plan is unfunded. To the extent any individual holds any rights under the Plan, such rights, unless otherwise determined by the Board, are no greater than the rights of a general unsecured creditor of the Company.

5.10 No Shareholder Rights

Under no circumstances shall Share Units be considered Common Shares or shares of any other class of the Company, nor entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares, until such time as and only to the extent Common Shares have been issued to the Participant in accordance with the terms hereof.

5.11 Priority of Agreements

In the event of any inconsistency or conflict between the provisions of the Plan and any Grant Agreement, the provisions of the Plan shall prevail. Unless otherwise provided herein, in the event of any inconsistency or conflict between the provisions of the Plan or any Grant Agreement, on the one hand, and a Participant’s employment or

consulting agreement or arrangement with a Participating Company, on the other hand, the provisions of the employment or consulting agreement or arrangement shall prevail.

5.12 Governing Law

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.13 Severability

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this Plan.

5.14 Compliance with Laws

The Board may postpone the settlement of any Share Unit or the issue of any Common Shares pursuant to the Plan for as long as the Board in its discretion may deem necessary in order to permit the Company to determine compliance with all applicable laws, including securities laws and the rules, regulations and published policies of any stock exchange, regulatory authority or agency having jurisdiction over the issuance and distribution of such Common Shares in such jurisdictions as the Company may elect to grant Share Units to Participants. Participants shall, to the extent applicable, cooperate with the Company in complying with such legislation, rules, regulations and policies.

5.15 Government Regulation and Grant Restrictions

The Company’s obligation to issue and deliver Common Shares under any Share Unit is subject to: (i) the completion of such registration or other qualification of such Common Shares or obtaining approval of such regulatory authority as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (ii) the admission of such Common Shares to listing on any stock exchange on which such Common Shares may then be listed; and (iii) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in such Common Shares as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction. The Company shall take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Common Shares in compliance with applicable securities laws and for the listing of such Common Shares on any stock exchange on which such Common Shares are then listed. Share Units may not be granted with a Grant Date or effective date earlier than the date on which all actions required to grant the Share Units have been completed.

SCHEDULE A PSU AGREEMENT

[Insert name of employee, director, officer or consultant] (the “ Participant ”)

Pursuant to the Share Unit Plan (the “ Plan ”) of Franchise Global Health Inc. (the “ Company ”), as in effect from time to time, the Company hereby grants to the Participant on ___, (the “ Grant Date ”) __ PSUs under the Plan.

The PSUs shall vest on _______ (the “ Vesting Date ”), subject to the attainment of the applicable Performance Vesting Conditions.

The Settlement Date for the PSUs is _______. [NTD: The Settlement Date must not be later than the Expiry Date.]

The Expiry Date for the PSUs is _______. [NTD: The Expiry Date must not be later than five (5) years from the Grant Date.]

The Performance Period for this award is [Insert Date] to [Insert Date] .

Vesting of the PSUs will be subject to the attainment of the following Performance Vesting Conditions:

[NTD: Insert applicable performance vesting conditions and proportion of PSUs that vest depending on the attainment certain performance criteria.]

Capitalized terms used but not otherwise defined in this agreement shall have the meanings set out in the Plan.

The Company and the Participant understand and agree that the granting, Vesting and settlement of the PSUs are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this agreement.

FRANCHISE GLOBAL HEALTH INC.

By:

Name: Title:

The Participant agrees to the terms and conditions set out herein and confirms and acknowledges that the Participant has not been induced to enter into this agreement or acquire any PSU by expectation of employment or service or continued employment or service with any Participating Company. The Participant confirms and acknowledges that the Participant has received and reviewed a copy of the Plan, including the early termination provisions set out in Section 4 of the Plan.

The Participant agrees to provide the Company with all information (including personal information, if applicable) required by the Company to administer the Plan. The Participant consents to the Company and any of its Affiliates sharing and exchanging the Participant’s information held in order to administer and operate the Plan (including, if applicable, personal details, data relating to participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“ Information ”) and providing the Board, the Company’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with Information for the administration and operation of the Plan and the Participant accepts that this may involve Information being sent to a country outside of Canada which may not have the same level of data protection laws as Canada, and law enforcement agencies in that country may access Information in accordance with

local laws. The Participant acknowledges that the Participant has the right to request a list of the names and addresses of any potential recipients of Information and to review and correct Information by contacting the Participant’s local human resources or Participating Company representative. The Participant acknowledges that the collection, processing and transfer of Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or the Participant’s receipt of the PSUs. [NTD: For employees, directors and individual consultants include the first signature line and for consultant entities include the second signature line.]

Signature Name (please print)

[CONSULTANT ENTITY]

By: Name: Title:

SCHEDULE B RSU AGREEMENT

[Insert name of employee, director, officer or consultant] (the “ Participant ”)

Pursuant to the Share Unit Plan (the “ Plan ”) of Franchise Global Health Inc. (the “ Company ”), as in effect from time to time, the Company hereby grants to the Participant on ___, (“ Grant Date ”) __ RSUs under the Plan.

The RSUs shall vest on the following dates (each, a “ Vesting Date ”):

as to _______ RSUs on [insert date that is one year after Grant Date] ;

as to _______ RSUs on [insert date that is two years after Grant Date] ; [and]

as to _______ RSUs on [insert date that is three years after Grant Date] ; [NTD: Consider applicable vesting schedule.]

The Settlement Date for the RSUs is _______. [NTD: The Settlement Date must not be later than the Expiry Date. Confirm whether the Settlement Date should be a fixed date or within a fixed period of time following the Vesting Date.]

The Expiry Date for the RSUs is _______. [NTD: The Expiry Date must not be later than five (5) years from the Grant Date.]

Capitalized terms used but not otherwise defined in this agreement shall have the meanings set out in the Plan.

The Company and the Participant understand and agree that the granting, Vesting and settlement of these RSUs are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this agreement.

FRANCHISE GLOBAL HEALTH INC.

By:

Name: Title:

The Participant agrees to the terms and conditions set out herein and confirms and acknowledges that the Participant has not been induced to enter into this agreement or acquire any RSU by expectation of employment or service or continued employment or service with any Participating Company. The Participant confirms and acknowledges that the Participant has received and reviewed a copy of the Plan, including the early termination provisions set out in Section 4 of the Plan.

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The Participant agrees to provide the Company with all information (including personal information, if applicable) required by the Company to administer the Plan. The Participant consents to the Company and any of its Affiliates sharing and exchanging the Participant’s information held in order to administer and operate the Plan (including, if applicable, personal details, data relating to participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“ Information ”) and providing the Board, the Company’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with Information for the administration and operation of the Plan and the Participant accepts that this may involve Information being sent to a country outside of Canada which may not have the same level of data protection laws as Canada, and law enforcement agencies in that country may access Information in accordance with local laws. The Participant acknowledges that the Participant has the right to request a list of the names and addresses of any potential recipients of Information and to review and correct Information by contacting the Participant’s local human resources or Participating Company representative. The Participant acknowledges that the collection, processing and transfer of Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or the Participant’s receipt of the RSUs. [NTD: For employees, directors and individual consultants include the first signature line and for consultant entities include the second signature line.]

Signature

Name (please print)

[CONSULTANT ENTITY]

By: Name: Title:

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