FRX Innovations Inc. — M&A Activity 2022

Apr 29, 2022

SECOND AMENDING AGREEMENT

THIS SECOND AMENDING AGREEMENT dated April 29, 2022 is made

AMONG:

GOOD2GORTO CORP. , a corporation existing under the laws of Canada

(hereinafter referred to as “ G2G ”)

• and -

FRX POLYMERS, INC. , a corporation existing under the laws of Delaware

(hereinafter referred to as “ FRX ”)

• and -

FRX POLYMER (CANADA) INC. , a corporation existing under the laws of Canada

(hereinafter referred to as “ Finco ”)

• and -

13448061 CANADA INC. , a corporation existing under the laws of Canada

(hereinafter referred to as “ Pubco Sub ”)

• and -

G2G MERGER SUB, INC. , a corporation existing under the laws of Delaware

(hereinafter referred to as “ Merger Sub ”)

WHEREAS the Parties (as hereinafter defined) entered into a Business Combination Agreement dated November 2, 2021, as amended effective February 1, 2022 (the “ Business Combination Agreement ”);

AND WHEREAS the Parties wish to amend certain terms of the Business Combination Agreement,

NOW THEREFORE WITNESSETH THAT , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto, it is agreed by the Parties as follows:

1. Capitalized words and phrases used in this Second Amending Agreement and the recitals hereto without express definition herein shall, unless something in the subject matter or context is inconsistent therewith, have the same defined meaning as are ascribed to such words and phrases in the Business Combination Agreement.

2. Section 7.1(g) of the Business Combination Agreement shall be deleted in its entirety and replaced with the following:

“FRX shall have provided evidence, satisfactory to G2G, that the only debt owed by FRX or the FRX Group will not exceed USD$12,600,000 calculated on the Closing Date after having recognized the conversion of all convertible debt of FRX and the FRX Group to equity in connection with the Closing and excluding any line of credit entered into by FRX or the FRX Group that is required to meet the conditions to listing from the TSXV;”

1. Section 8.1(i) of the Business Combination Agreement shall be deleted in its entirety and replaced with the following:

“FRX shall be satisfied in its sole discretion that: (A) at the time of the completion of the Business Combination, G2G has a cash and working capital balance of not less than $25,000, unless otherwise agreed by FRX in its sole discretion; and (B) G2G, Pubco Sub and Merger Sub have no material liabilities.”

1. Section 10.1(b) of the Business Combination Agreement shall be deleted in its entirety and replaced with the following:

“by any Party in the event the Business Combination does not close by June 3, 2022, unless otherwise extended by the Parties in writing;”

1. Except as specifically amended herein, all other terms and conditions contained in the Business Combination Agreement shall remain in full force and effect unamended and are hereby ratified and confirmed.

2. Each of the Parties hereto shall from time to time hereafter and upon any reasonable request of the other, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to carry out the intent of this Second Amending Agreement.

Time is of the essence.

1. This Second Amending Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Any such executed counterpart may be delivered by e-mail in portable document format (“PDF”) and will be deemed to be an original document, provided that any party executing this Second Amending Agreement by PDF format shall deliver an originally executed copy of this Second Amending Agreement immediately thereafter to each of the other parties hereto.

[ Intentionally Left Blank ]

IN WITNESS WHEREOF , the undersigned have executed and delivered this Second Amending Agreement as of the date first above written.

GOOD2GORTO CORP.

By: “James Cassina” Name: James Cassina Title: Chief Executive Officer

FRX POLYMERS, INC.

By: “Marc Lebel” Name: Marc Lebel Title: Chief Executive Officer

FRX POLYMER (CANADA) INC.

By: “Marc Lebel” Name: Marc Lebel Title: Director

13448061 CANADA INC.

By: “ Sandra Hall” Name: Sandra Hall Title: Director

G2G MERGER SUB, INC.

By: “James Cassina” Name: James Cassina Title: Director

[Signature Page – Second Amending Agreement to Business Combination Agreement]