Hemlo Mining Corp. — M&A Activity 2022

Feb 2, 2022

Share Sale and Purchase Agreement

Dated $2|z|$ 2022

GASTEK LLC

and

FILERA HOLDINGS LIMITED

RELATING TO THE SALE AND PURCHASE OF 35 PER CENT OF THE ISSUED SHARE CAPITAL OF KUBGAS HOLDINGS LIMITED

$M$ for

Contents

Clause		Page
1	Definitions and interpretation
$\overline{2}$	Sale and Purchase of Sales Shares
$\overline{\mathbf{3}}$	Consideration
4	Completion
6	Seller's Warranties
6	Buyer's Warranties
7	Post-Completion accounts
8	Entire agreement
9	Further assurances
10	Waivers
11	Afterations
12	Counterparts
13	Costs
14	Assignment
15	Rights of third parties
16	Announcements and confidentiality
17	Notices
18	Governing law
19	Jurisdiction
	Schedule 1 Details of the Company
	Schedule 2 The Seller's Warranties
	Schedule 3 Limitations on the Liability of the Seller

$dP$

THIS AGREEMENT (the Agreement) is dated $\frac{7}{2}\sqrt{2022}$ and is made by and between:

• $(1)$ GASTEK LLC, a company incorporated and existing under the laws of the State of California. USA, with company number 200512610125, having its registered office at 1000 Fourth Street, Suite 875, San Rafael CA, 94901 (the Seller); and
• FILERA HOLDINGS LIMITED, a private limited company registered in the Republic of Cyprus $(2)$ (No. HE410344), having its registered office at Arch. Makariou III, 155, Proteas House, 5th floor, 3026, Limassol, Cyprus (the Buyer).

RECITALS

• $(A)$ Kubgas Holdings Limited is a private limited company registered in the Republic of Cyprus (No. 238218) whose registered office is at Proteas House, Floor 5, Arch. Makariou III 155, 3026 Limassol, Cyprus (the Company).
• $(B)$ The Seller is the legal and beneficial owner of the thirty-five per cent (35%) of the issued share capital of the Company comprising 35,000 ordinary shares of EUR 1.00 each.
• (C) Subject to the terms of this Agreement, the Seller intends to sell and the Buyer intends to buy the entirety of the Seiler's thirty-five per cent (35%) shareholding in the issued share capital of the Company comprising 35,000 ordinary shares of EUR 1.00 each.

NOW IT IS HEREBY AGREED as follows:

$\blacktriangleleft$ Definitions and interpretation

$11$ In this Agreement, the following words, abbreviations and phrases shall have the following meanings:

Affiliate means, when used with respect to any specified person or entity, any other person or entity that directly or indirectly (through one or more intermediaries) controls, or is controlled by, or is under common control with, such first mentioned person or entity. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise

Applicable Law means all applicable constitutions, treaties, statutes, laws, ordinances, regulations, directives, codes, decrees, orders, by-laws and common law or any other rule or requirement having the force of law

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are ordinarily open for the transaction of normal banking business in Cyprus and England

Buyer's Group means the Buyer and each company which is for the time being (whether on or after the date of this Agreement) an Affiliate of the Buyer

Buyer's Warranties means the warranties and representations of the Buyer set forth in clause 6 of this Agreement

Company Registrar means the register of companies kept by the Department of Registrar of Companies and Official Receiver of the Republic of Cyprus

Company has the meaning given to it in recital (A)

Completion means the completion of the sale and purchase of the Sales Shares in accordance with the terms of this Agreement

Encumbrance means any mortgage, charge, rent charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind (or an agreement or commitment to create any of the same)

Governmental Authority means any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions on behalf of a state or its political subdivision including any governmental authority, ministry, agency, department, board, commission or instrumentality or subdivision thereof; any court, including any tribunal (whether standing or ad hoc), arbitration panel or arbitrator (including an arbitrator of international commercial arbitrations); and any self-regulatory organisation acting on behalf of a state or itself pursuant to the rights granted thereto by Applicable Law

Instrument of Transfer means Transfer and Acceptance Act which implements the transfer of the Sales Shares from the Seller to the Buyer to be governed by Cyprus law in the form agreed between the Parties

Kub-Gas means KUB-GAS LLC, a 100%-owned subsidiary of the Company, incorporated and existing under the laws of Ukraine with identification code 30694895

Purchase Price means the equivalent amount in EUR of US$2,600,000 payable in accordance with clause 3.1

Relevant Claim means any claim, demand, action, proceeding or suit by the Buyer involving or relating to a breach of any of the Seller's Warranties or any other undertakings under this Agreement

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Representative means, in relation to any person, its directors, officers, employees, agents, advisers, accountants, auditors, lawyers and/or consultants

Sales Shares means thirty-five per cent (35%) of the issued share capital of the Company comprising 35,000 ordinary shares of EUR 1.00 each in the capital of the Company and owned by the Seller

Seller's Account means the Seller's EUR bank account:

Beneficiary

Bank:	BMO Harris Bank N. A.
Swift address:	HATRUS44GTM
Beneficiary account:	30089-205-017-7
Beneficiary name:	Cub Energy Inc.#3300, 205 5 th Avenue SWCalgary, Alberta, Canada T2P 2V7

Intermediary

Intermediary Bank:

Swift address: IBAN#: Account:

DEUTDEFF DE26500700100959119900 100 9591199 00

Seller's Bank means the bank keeping the Seller's Account

Seller's Warranties means the warranties of the Seller set forth in Schedule 2 attached hereto

Deutsche Bank Frankfurt, Germany

Third Party Claim has the meaning given in paragraph 28.1 of Schedule 3 attached hereto

Transaction means the sale and purchase of the Sales Shares as contemplated by this Agreement.

• $1.2$ In this Agreement, unless the context requires otherwise:
  • a document expressed to be in the agreed form means a document in a form which has $(a)$ been agreed by the Parties on or before the execution of this Agreement and signed or initialed by them or on their behalf, for the purposes of identification;

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• $(b)$ a Party means a party to this Agreement and includes its permitted assignees (if any) and/or successors in title to substantially the whole of its undertaking;
• $(c)$ a person includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists):
• $(d)$ a company shall include any company, corporation or other body corporate, wherever and however incorporated or established:
• writing or written includes any methods of representing words in a legible and non- $(e)$ transitory:
• $(f)$ the words include(s), including, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms:
• $\langle g \rangle$ words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
• any document (including this Agreement) is a reference to that document including its $(h)$ schedules, annexes and addenda, as may be amended, consolidated, supplemented, novated or replaced from time to time:
• $(1)$ a statute, statutory instrument, regulation, by-law or accounting standard, or any of their provisions, is to be construed as a reference to as the same may have been amended or re-enacted before the date of this Agreement, and provided that as between the Parties. no such amendment or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation or restriction on, or otherwise adversely affect the rights of, any Party;
• the time of day is to time in Republic of Cyprus; and references to "€" and to "EUR" are to $\langle$ i) the single unified lawful currency of the participating member states of the European Union (also known as the Euro zone), and references to "US Dollars" or "USS" are to the lawful currency from time to time of the United States of America and references to "UAH" are to the lawful currency from time to time of Ukraine.
• $1.3$ The index to and the headings in this Agreement are for information only and shall not affect its construction or interpretation.

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$1.4$ References to clauses, paragraphs and Schedules are references to clauses and paragraphs of and schedules to this Agreement. The Schedules comprise and form part of the operative provisions of this Agreement and references to this Agreement shall include the Schedules to this Agreement.

$\overline{2}$ Sale and Purchase of Sales Shares

• $2.1$ The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the Sales Shares with full title guarantee and free from any Encumbrance.
• $2.2$ Title to, beneficial ownership of, and any risk attaching to, the Sales Shares shall pass on Completion to the Buyer together with all associated rights and benefits attaching or accruing to them on or after Completion.
• $2.3$ The Buyer shall not be obliged to complete the purchase of any of the Sales Shares unless the purchase of all of the Sales Shares is completed simultaneously.
• $2.4$ The Parties acknowledge and agree that their respective rights and obligations with respect to the transfer of the Sales Shares shall be governed exclusively by this Agreement, subject to any mandatory provisions of Cyprus law applicable to the transfer of the Sales Shares.

$\overline{\mathbf{3}}$ Consideration

• $3.1$ The consideration for the sale of the Sales Shares shall be the payment by the Buyer to the Seller of the Purchase Price in cash, such amount to be converted from US Dollars to EUR based on the European Central Bank exchange rate on the Business Day preceding the date of this Agreement.
• $3.2$ The Buyer shall pay the Purchase Price by an electronic funds transfer to the Seller's Account and such Purchase Price shall be clear of all costs, fees, deductions (including any tax deductions, if applicable) and charges.

4 Completion

• $4.1$ Completion shall take place immediately following the execution of this Agreement when all (but not part only unless the Parties so agree) of the following business shall be transacted:
  • each Party shall provide the other Party with a true copy, certified by its secretary or $(a)$ director, of the resolution of its board of directors/sole director (as the case may be) of that Party, authorizing each Party's entry into, and performance of each Party's obligations under, this Agreement and such other documents relating to this Agreement;

$\mathscr{M}$ $\mathbb{R}^N$

• authorised representatives of the Buyer and the Seller shall execute the Instrument of $(b)$ Transfer, which shall be retained by the Seller to be released in accordance with clause $4.1(f)$ ;
• $(c)$ the Parties shall procure the convening and holding of a board meeting of the Company at which, amongst other things, the following matters will be transacted, conditional upon and with effect from Completion, and the relevant minutes shall be delivered to each Party's nominated Representative:
  • $(i)$ approve the registration of the transfer of the Sales Shares;
  • revoke any powers of attorney or other delegation of authority (if any) to persons $(ii)$ other than any directors of the Company continuing in office after Completion:
  • $(iii)$ accept the resignations of any outgoing directors and company secretary (as applicable) which resignations shall be delivered by the Seller in the agreed form;
  • $(W)$ cancel the existing share certificate of the Seller and approve the issuing of the new share certificate in the name of the Buyer; and
  • instruct the secretary of the Company to take all relevant steps to amend the $(V)$ register of members of the Company and to record the Buyer as the registered holder of the Sales Shares and file all relevant resolutions at the Company Registrar and at any other relevant authorities in Cyprus and take all required steps to implement the transfer of the Sales Shares to the Buver:
• the Parties shall procure that a general participants meeting of Kub-Gas is held, at which $(d)$ it is resolved that a resolution of the sole participant is adopted holding that the technical director of the Company is dismissed from his position and the person designated by the Buyer is appointed to such position, conditional upon and with effect from Completion:
• (e) the Buyer shall pay Purchase Price in accordance with clause 3 and deliver to the Seller a copy of the SWIFT instruction confirming such transfer to the Seller's Account; and
• $\sigma$ Immediately upon confirmation from Seller's Bank made in accordance with clause 4.2 of receipt of the full amount of the Purchase Price on Seller's Account, the Seller shall release to the Buyer original of the Instrument of Transfer to allow the Buyer to conduct the registration of the transfer of the title to the Sales Shares in the Companies Register.
• $4.2$ The Seller shall procure that the Seller's Bank notifies the Buyer of the receipt of the Purchase Price to the Seller's Account by email sent to email address indicated by the Buyer for this purpose.

AV AN

• $4.3$ On Completion, the shareholders' agreement entered into between the Seller and the Buyer and dated 1 July 2016 shall terminate, the Seller shall cease being a shareholder of the Company and shall have no further obligations nor liability for any actions taken by the Company and/or the Buyer in respect of the Company and the Sale Shares after Completion.
• In case the full amount of the Purchase Price is not received on the Seller's account within one 44 (1) month from the execution of this Agreement, the Agreement shall terminate without any notice, unless the Parties agree otherwise. If the Agreement is terminated under this clause 4.4. the Instrument of Transfer shall become null and void and the original Instrument of Transfer shall not be released to the Buyer in accordance with clause 4.1(f). If the Purchase Price is received by the Seller after the termination of this Agreement under this clause 4.4, the Seller shall promptly return the received Purchase Price to the Buyer.
• $4.5$ In case of any delay of receipt of the Purchase Price by the Seller the Parties shall cooperate in good faith to procure that the reason of such delay is resolved and the full amount of the Purchase Price is received by the Seller. The Parties shall not unreasonably withhold their consent to extend the one-month period described in clause 4.4.

Seller's Warranties 5

• $5.1$ The Seller warrants to the Buyer that each of the Seller's Warranties is true and correct as at the date of this Agreement.
• 5.2 Each of the Seller's Warranties shall be construed as a separate and independent warranty and the Buyer shall have a separate claim and right of action in respect of every breach of a Seller's Warranty.
• 5.3 The Buyer shall not be entitled to make a Relevant Claim after Completion (a) if the Buyer had actual knowledge from any source of the matter giving rise to that Relevant Claim on or before Completion whether obtained from any disclosure made by Seller or otherwise by general disclosure, including from the Company, third parties or public sources or (b) the Buyer knew or should have known that an act or omission undertaken by the Buyer or the Company otherwise than in the ordinary course of business was likely to give rise to the Relevant Claim.
• 5.4 The Seller's liability for any Relevant Claim shall be limited in accordance with the provisions of Schedule 3 except where a Reievant Claim arises as a result of fraud or fraudulent concealment by the Seller.

6 Buver's Warranties

$6.1$ The Buyer hereby warrants to the Seiler that each of the statements set out below are true and correct as at the date of this Agreement:

COU AN

• $(a)$ the Buyer is a company duly incorporated and validly existing under the laws of its jurisdiction:
• $(b)$ this Agreement and the Transaction constitute (or will constitute when executed) valid, legal, binding and enforceable obligations of the Buyer:
• the Buyer has the legal right, full power and authority to enter into and to perform its $(c)$ obligations under this Agreement and any other documents to be delivered on Completion. The execution and performance by the Buyer of this Agreement has been duly authorised by the competent corporate bodies of the Buyer, and no other corporate action from the Buyer is necessary to authorise its execution and performance:
• $(d)$ the execution, delivery and performance by the Buyer of its obligations under this Agreement and any other documents to be delivered on Completion will not require them to obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any Governmental Authority or other person which has not been obtained or made at the date of this Agreement:
• neither the entry into this Agreement and any other documents to be delivered on $(e)$ Completion nor the implementation of the Transaction contemplated herein and thereby by the Buyer will:
  • result in a breach of or conflict with any provision of its constitutional documents; $(i)$
  • $(ii)$ result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound; or
  • (iii) result in a breach of any applicable laws or regulations or of any order, decree or judgment of any Governmental Authority in any jurisdiction:
• $(f)$ the Buyer's representative has been duly authorised to sign this Agreement:
• the Buyer has not taken any corporate action nor have any other steps been taken or $(g)$ legal proceedings been started by itself or by any third party for its reorganisation, temporary administration, declaration of bankruptcy or liquidation;
• $(h)$ the funds used by the Buyer to pay the Purchase Price do not constitute or represent and are not derived from, in whole or in part, directly or indirectly, a person's benefit (including any person who is member of Buyer's Group) from any criminal conduct which constitutes an offence, including under any of the following:
  • in Canada: Proceeds of Crime (Money Laundering) Act, Terrorism Financing Act, $(i)$ Freezing Assets of Corrupt Foreign Officials Act;

$\mathbb{Z}$ PM

• in the UK: Proceeds of Crime Act 2002 or Bribery Act 2010; $(ii)$
• in the US: Foreign Corrupt Practices Act of 1977; and $(ii)$
• in Ukraine: the act on Prevention and Counteraction to Legalization (Money $(iv)$ Laundering) of Proceeds from Crime, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction;

(collectively defined as the Acts), and the Buyer and each member of the Buyer's Group has at all times complied with the Acts.

$\overline{z}$ Post-Completion accounts

The Buyer shall provide to the Seller by 25 February 2021, certain income statement information of Kub-Gas audited by KPMG Ukraine as directed by the Seller's financial auditor. The Buyer acknowledges that the Seller requires specified audit procedures on certain income statement accounts sufficient for the Seller's parent company to prepare its consolidated annual audited financials for the year ended 31 December 2021.

$\mathbf{a}$ Entire agreement

• $8.1$ Each Party acknowledges and agrees for itself that:
  • $(a)$ this Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, understanding, undertaking or arrangement between the Parties relating to the subject matter of this Agreement:
  • by entering into this Agreement, they do not rely on any statement, representation, $(b)$ assurance or warranty of any person (whether a party to this Agreement or not and whether made in writing or not) other than as expressly set out in this Agreement;
  • except as otherwise provided in this Agreement, no Party may rescind or terminate this $(c)$ Agreement for breach of contract or for negligent or innocent misrepresentation or otherwise; and
  • nothing in this clause, and no other limitation in this Agreement, shall exclude or limit any $(d)$ liability for fraud.

$\mathbf{9}$ Further assurances

Each Party shall at its own cost promptly execute or, so far as it is able, procure that any necessary third party shall execute all such documents, and deliver all such documents and do all such things and take all such steps as the other Party may reasonably require for perfecting

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the Transaction intended to be effected under, or pursuant to, this Agreement and for giving each Party the full benefit of the provisions of this Agreement.

10 Waivers

The rights and remedies of each Party to this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. No neglect, delay or indulgence by either Party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any rights or remedy of either Party under this Agreement will affect or restrict the further exercise or enforcement of any such right or remedy.

$11$ Alterations

No amendment to this Agreement shall be effective unless it is made in writing, refers to this Agreement and is duly executed by each Party to this Agreement.

$122$ Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart, when duly exchanged or delivered, is an original, but the counterparts together are one and the same agreement. All signatures to this Agreement may be delivered via facsimile or PDF and each such signature shall be considered an original signature.

$13$ Costs

Each of the Parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement and any and all ancillary documents relating to the Transaction.

$14$ Assignment

Neither of the Parties shall be entitled to assign the benefit of any rights under this Agreement, provided that the benefit of any rights under this Agreement (including the Warranties) shall be freely assignable by the Buyer, and, in the event of any such assignment, all references in this Agreement to the Buyer shall be deemed to include its assignees.

$151$ Rights of third parties

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

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16 Announcements and confidentiality

• $16.1$ Subject to clause 16.2, no announcement, circular or communication (each an Announcement) concerning the existence or content of this Agreement shall be made by either Party (or any of its respective Affiliates) without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed).
• Clause 16.1 does not apply to any Announcement if, and to the extent that, it is required to be $16.2$ made by the rules of any stock exchange (including, specifically the TSX Venture Exchange) or any governmental, regulatory or supervisory body or court of competent jurisdiction (Relevant Authority) to which the Party making the Announcement is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as is practicable, be made after consultation with the other Party and after taking into account its reasonable requirements regarding the content, timing and manner of despatch of the Announcement in question.
• 16.3 Subject to clause 16.4, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement (or, in the case of the Seller, as a result of its ownership of the Company prior to Completion) which relates to:
  • the subject matter and provisions of this Agreement: $(a)$
  • $(b)$ the negotiations relating to this Agreement;
  • the other Party and/or its Affiliates; and/or $\langle c \rangle$
  • $(d)$ in the case of the Seller and with effect only on or after Completion, the Company.
• $164$ A Party may disclose information which would otherwise be confidential under clause 16.3 If and to the extent:
  • $(a)$ required by the law of any relevant jurisdiction;
  • $(b)$ required by any Governmental Authority or taxation authority or the TSX Venture Exchange (and its applicable rules) to which the Party making the disclosure is subject, whether or not such requirement has the force of law:
  • $(c)$ required to vest the full benefit of this Agreement in either Party:
  • $(d)$ disclosure is made to its Affiliates and/or its Representatives, provided that any such Affiliate or Representative is first informed of the confidential nature of the information and such Affiliate or Representative acts in accordance with the provisions of clause 16.3 as if it were a party hereto:

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• the information has come into the public domain through no fault of that Party; $(e)$
• $(f)$ the other Party has given prior written approval to the disclosure:
• the information is required by the Party's auditors in connection with the Party's regular $(g)$ financial audit and financial disclosures as indicated in clause 7; or
• disclosure is required to the London Court of International Arbitration in connection with a $(h)$ dispute under clause 19.

provided that any disclosure shall, so far as it practicable, be made only after consultation with the other Party.

$17$ Notices

• $17.1$ A notice or other communication given under or in connection with this Agreement must be:
  • $(a)$ in writing;
  • (b) in the English language; and
  • $(c)$ sent by the Permitted Method to the Notified Address.
• The Permitted Method means any of the methods set out in column (1) below. A notice given $17.2$ by the Permitted Method will be deemed to be given and received on the date set out in column (2) below.

Permitted Method	Date on which noticed deemed given andreceived
Personal delivery	If left at the Notified Address before 5pm on aBusiness Day, when left and otherwise on the nextBusiness Day
Ordinary pre-paid airmail or prepaid(ii)recorded or special delivery (or thenearest local equivalent in the jurisdictionof the sender) or courier delivery	Five Business Days after posting
(iii) email attachment	On next business day (as recorded on the devicefrom which the sender sent the email), unless thesender receives an automated message that the

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Permitted Method	Date on which noticed deemed given andreceived
	email has not been delivered or when the recipientacknowledges receipt of the email before lapse ofthe period described above

The Notified Addresses of each of the Parties is as set out below: $17.3$

Name of Party	Address	Marked for the attention of:
Filera Holding Limited	Arch. Makariou 155, Proteas House 5thfloor, 3026, Limassol, Cyprus[please provide an email]	$\blacksquare$
GASTEK LLCC/O Cub Energy Inc.#3300, 205 5th Avenue SW, Calgary,AB, Canada T2P 2V7Patrick.mcgrath@cubenergyinc.com		Patrick McGrath CEO

or such other Notified Address as either Party may, by notice to the other Party pursuant to the requirements herein, substitute for its Notified Address set out above.

18 Governing law

• This Agreement and any non-contractual obligations connected with it shall be governed by $18.1$ English law.
• The Parties irrevocably agree that all disputes arising under or in connection with this 18.2 Agreement, or in connection with the negotiation, existence, legal validity, enforceability or termination of this Agreement, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with English law.

19 Jurisdiction

Any dispute arising out of or in connection with this Agreement, including any question $19.1$ regarding its existence, validity or termination or the legal relationships established by this Agreement and the validity of this arbitration provision, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (the LCIA Rules)

In force from time to time, and the LCIA Rules are deemed to be incorporated by reference to this clause.

• 19.2 It is agreed that the number of arbitrators shall be one, the seat or legal place of arbitration shall be London, England, and the language used in the arbitral proceedings shall be English.
• $19.3$ The arbitrator shall be appointed by the president of the London Court of International Arbitration in accordance with the LCIA Rules in force at the time.

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Schedule 1Details of the Company

Name	Kubgas Holdings Limited
Registered number	238218
Company type	Private limited company
Country of incorporation	Cyprus
Registered office	Proteas House, Floor 5, Arch. Makariou III,155,3026 Limassol, Cyprus
Issued share capital	100,000 ordinary shares
Shareholders	Filera Holdings Limited - 65%Gastek LLC - 35%
Encumbrances	None

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Schedule 2 The Seller's Warranties

20 The Sales Shares and the Company

• $20.1$ The Sales Shares have been validly issued and allotted and are fully paid up.
• $20.2$ The Seller is the sole legal and beneficial owner of the Sales Shares and is entitled to sell and transfer and transfer of the full legal and beneficial ownership in the Sales Shares to the Buyer on the terms set out in this Agreement.
• $20.3$ There is no Encumbrance in relation to the Sales Shares, and no person has claimed to be entitled to an Encumbrance in relation to the Sales Shares. There is no agreement or commitment to give or create any Encumbrance over the Sales Shares.

$21$ Powers and obligations of the Seller

• $21.1$ The Seller is a company duly incorporated and validly existing under the laws of the State of California, USA.
• $21.2$ This Agreement and the Transaction constitute (or will constitute when executed) valid, legal, binding and enforceable obligations of the Seller.
• $21.3$ The Seller has the legal right, full power and authority and has taken all action necessary to enter into and perform its obligations under this Agreement and any other documents to be delivered on Completion. The execution and performance by the Seller of this Agreement has been duly authorised by the competent corporate bodies of the Seller, and no other corporate action from the Seller is necessary to authorise its execution and performance except for the approval by the TSX Venture Exchange in accordance with applicable regulations.
• $21.4$ The execution, delivery and performance by the Seller of its obligations under this Agreement will not require the Seller to obtain any consent, authorisation, licence, waiver or approval of, or give any notice to or make any registration or filing with, any Governmental Authority or other person which has not been obtained or made at the date of this Agreement.
• $21.5$ Neither the entry into this Agreement and any other documents to be delivered on Completion nor the implementation of the Transaction contemplated by the Seller will:
  • $(a)$ result in a breach of or conflict with any provision of its constitutional documents;
  • result in a material breach of, or constitute a material default under, any instrument to $(b)$ which it is a party or by which it is bound; or

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• $(c)$ result in a breach of any applicable laws or requlations or of any order, decree or judgment of any Governmental Authority in any jurisdiction in which it is domiciled or doing business.
• The Seller's representative has been duly authorised to sign this Agreement and the other $21.6$ Transaction Documents.
• 21.7 The Seller is not engaged in any pending litigation or arbitration or similar proceedings that may affect the Transaction and no third party has filed a lawsuit or delivered a claim to the Seller, which can result in such litigation or similar proceedings.
• $21.8$ The Seller is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation or has not taken any corporate action nor have any other steps been taken or legal proceedings been started by itself or by any third party for its reorganisation, temporary administration, declaration of bankruptcy or liquidation.
• $21.9$ The execution and delivery of and the performance by the Seller of its obligations under this Agreement and other agreed form documents to which it is a party, shall not be a breach of, or default under the constitutional documents of the Seller or under any agreement, applicable law or judgement which binds the Seller.
• $21.10$ So far as the Seller is aware, no material litigation, arbitration, dispute resolution or criminal proceedings which are likely to materially and adversely affect the Sale Shares is in progress and so far as the Seller is aware there are no facts or circumstances likely to give rise to these matters.

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Schedule 3 Limitations on the Liability of the Seller

$22$ Sole and Exclusive Remedy

• The sole and exclusive remedy of the Buyer for any Relevant Claim shall be to seek damages $221$ and the Buyer hereby expressly and unconditionally waives all other rights and remedies (whether statutory, at common law, in equity or otherwise).
• Notwithstanding anything to the contrary in this Agreement, the Seller, its Affiliates and its and $222$ their managers, directors, officers, shareholders, members, trustees and employees (individually and respectively, a "Released Party") shall not be liable to the Buyer or its Affiliates or to Company for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by such Released Party arising out of or in connection with this Agreement or the Company's business or affairs, except for any such loss, claim, damage or liability attributable to fraud, gross negligence or wilful misconduct or material breach of its obligations under this Agreement

23 Financial Limits

• The Seller's maximum aggregate liability in respect of all Relevant Claims shall not exceed the 23.1 amount of the Purchase Price.
• Upon Completion the Seller shall be released and relieved from any liability in respect of 23.2 Relevant Claims not related to the Seller's Warranties.
• 23.3 For the purposes of this paragraph 23, Relevant Claims shall be deemed to be one claim (rather than a series of claims) if they relate to one event, circumstance, act or omission (or a series of related events, circumstances, acts or omissions) or arise out of the same, or substantially the same, events, circumstances, acts or omissions.

24 Time limits

The Seller shall not be liable for any Relevant Claim and any such Relevant Claim shall be wholly barred and unenforceable unless the Buyer gives written notice containing reasonable details of the legal and factual basis of the Relevant Claim, including the amount of the Relevant Claim, to the Seller on or before the date being two (2) years from the date of this Agreement.

Remediable breaches 25

Where the matter giving rise to a Relevant Claim is capable of remedy, the Buyer shall procure that the Seller is given the opportunity during the period of 30 Business Days immediately

following the date on which notice of such Relevant Claim is given to the Sellar to remedy the relevant matter or circumstance, provided in all cases so as not to cause undue disruption to the business of the Buyer or the Company. Notwithstanding the foregoing, the Buyer shall not be prevented from bringing a Relevant Claim to the extent that the matter or circumstance has not been remedied to the Buyer's satisfaction within such period.

26 Indirect and consequential loss

The Seller shall not be liable to the Buver for any:

• $(a)$ indirect or consequential loss:
• $(b)$ loss of profit (whether direct or indirect); or
• punitive damages (whether direct or indirect). $(c)$

27 No double recovery

The Buyer agrees with the Seller that, in respect of any matter which may give rise to a liability under this Agreement, no such liability shall be met more than once.

28 Claims by or against third parties

$28.1$ If the Buyer becomes aware of any claim, action or demand made against it or any Company by a third party which has given, or might give rise, to a claim being made by a third party against the Buyer or the Company which will or is reasonably likely to give rise to a Relevant Claim (a Third Party Claim), then the following provisions of this paragraph 28 shall apply.

28.2 Where paragraph 28.1 applies, the Buver shall:

• within ten (10) Business Days give written notice (containing reasonable details of the $(a)$ Third Party Claim) to the Seller of the matter and shall consult with the Seller in a good faith with respect to that Third Party Claim and keep the Seller fully and promptly informed of all developments in relation to that Third Party Claim;
• give the Seller or its duly authorised representatives unrestricted access to the personnel $(b)$ of the Buyer and/or the Company (as the case may be) and to any premises, chattels, accounts, documents and records which are relevant to such claim and are within the power, possession or control of the Buyer and/or the Company (relevant assets) in each case on reasonable notice and during normal working hours, to enable the Seller and its duly authorised representatives to investigate the claim and to examine and take copies or photographs of the relevant assets at the Seller's expense;

M PM

• the Buyer shall upon the Seller's request exhaust all legally admissible appeals and $(c)$ remedies which can be reasonably requested by the Selier:
• the Buyer shall consult with and follow the reasonable instructions of the Seller in relation $(d)$ to all matters connected with the Third Party Claim and take all such action as the Seller may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any proceedings;
• the Buyer shall not make any make any admission of liability, or settle or compromise a $(e)$ Third Party Claim, without the prior written consent of the Seller (such consent not to be unreasonably withheld).

For the avoidance of doubt, the Buyer shall not be required to provide any document, correspondence or other information to the Seller where it might cause the Buyer or the relevant member of the Buyer's Group to breach any law, regulation or regulatory guidance (including but not limited to data protection legislation).

29 Fraud

Nothing in this Schedule, nor any other provision of this Agreement purporting to limit or exclude the Seller's liability, shall apply to any claim to the extent that it arises or is increased as a result of the fraud or fraudulent conceaiment by the Seller.

30 Duty to mitigate

Nothing in this Agreement shall be deemed to relieve the Buyer of any common law duty to mitigate its loss.

$dN$ and

The Seller

SIGNED by [0]
For and on behalf of GASTEK LLC
In the presence of $[•]$

STEP

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Authorised Signatory

The Buyer

SIGNED by [.] Nicoleta Garofita Angonas

For and on behalf of FILERA HOLDINGS LIMITED

In the presence of [●] Marios Leantzl

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,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

The Seller

SIGNED by Patrick McGrath

For and on behalf of GASTEK LLC

In the presence of levgen Chaban

$\lambda$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ .............................

Authorised Signatory

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The Buyer

SIGNED by [0]

For and on behalf of FILERA HOLDINGS LIMITED

In the presence of [●]

.......................................

Authorised Signatory