FRX Innovations Inc. — M&A Activity 2022

Apr 29, 2022

AMENDING AGREEMENT

THIS AMENDING AGREEMENT dated February 1, 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 (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 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. Reference to “1.3398” in Section 2.9(a) of the Business Combination Agreement shall be deleted in its entirety and replaced with “1.0767”.

3. Section 2.11 of the Business Combination Agreement shall be deleted in its entirety and placed with the following:

“Pursuant to the Finder’s Fee Agreement, on the Effective Date, G2G shall, subject to the receipt of Exchange and G2G shareholder approval, issue 636,781 G2G Units to the Finders.”

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 April 30, 2022, unless otherwise extended by the Parties in writing;”

1. The definition of “ Financing ” in Schedule A of the Business Combination Agreement shall be deleted in its entirety and replaced with the following:

“ Financing ” means:

• (a) the brokered private placement of Finco Subscription Receipts to be issued at a price of $1.00 per Finco Subscription Receipt, for which the Agents shall act as agents; and

• (b) the non-brokered private placement of convertible debentures of Finco issued to various subscribers, all of which shall be automatically converted prior to the Effective Date into Finco Shares at $1.00 per Finco Share,

for anticipated aggregate gross proceeds of up to CDN$15,000,000.

1. The definition of “ Finco Unit Warrant ” in Schedule A of the Business Combination Agreement shall be deleted in its entirety and replaced with the following:

“ Finco Unit Warrant ” means the Finco Share purchase warrants comprising the Finco Units, which are exercisable to acquire one Finco Share at a price of CDN$1.30, for a period of 24 months following the date of issuance.

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 Amending Agreement.

3. Time is of the essence.

4. This 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 Amending Agreement by PDF format shall deliver an originally executed copy of this Amending Agreement immediately thereafter to each of the other parties hereto.

[ Intentionally Left Blank ]

IN WITNESS WHEREOF , the undersigned have executed and delivered this 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 – Amending Agreement to Business Combination Agreement]