Execution Copy

INDIGENOUS BLOOM HEMP CORPORATION

and

VERITAS PHARMA INC.

and

12302161 CANADA INC.

BUSINESS COMBINATION AGREEMENT

September 4, 2020

147637\4835-0977-9916.v1

Page

ARTICLE 1	INTERPRETATION ............................................................................................................ 1
1.1	Definitions ....................................................................................................................... 1
1.2	Singular, Plural, etc. ....................................................................................................... 6
1.3	Deemed Currency .......................................................................................................... 6
1.4	Headings, etc. ................................................................................................................ 6
1.5	Date for any Action ......................................................................................................... 6
1.6	Governing Law ............................................................................................................... 6
1.7	Attornment ...................................................................................................................... 6
ARTICLE 2	THE BUSINESS COMBINATION ...................................................................................... 7
2.1	Business Combination Steps ......................................................................................... 7
2.2	Implementation Covenants ............................................................................................. 8
2.3	Board of Directors and Senior Officers ......................................................................... 11
ARTICLE 3	REPRESENTATIONS AND WARRANTIES .................................................................... 11
3.1	Representations and Warranties of HempCo ............................................................... 11
3.2	Representations and Warranties of VRT ...................................................................... 15
3.3	Survival ......................................................................................................................... 19
ARTICLE 4	CONDUCT OF BUSINESS .............................................................................................. 19
4.1	Conduct of Business by the Parties ............................................................................. 19
ARTICLE 5	COVENANTS ................................................................................................................... 20
5.1	Waiver of Notice of Newco Shareholder Meeting and Resolution in Lieu of
	Meeting by VRT ............................................................................................................ 20
5.2	Representations and Warranties .................................................................................. 20
5.3	Notice of Material Change ............................................................................................ 20
5.4	Non-Solicitation ............................................................................................................ 21
5.5	Other Covenants .......................................................................................................... 21
ARTICLE 6	MUTUAL COVENANTS ................................................................................................... 22
6.1	Other Filings ................................................................................................................. 22
6.2	Additional Agreements ................................................................................................. 22
ARTICLE 7	CONDITIONS AND CLOSING MATTERS ...................................................................... 22
7.1	Mutual Conditions Precedent ....................................................................................... 22
7.2	Additional Conditions Precedent to the Obligations of HempCo .................................. 23

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(continued)

Page

7.3	Additional Conditions Precedent to the Obligations of VRT ......................................... 24
7.4	Merger of Conditions .................................................................................................... 25
7.5	Closing Matters ............................................................................................................ 25
ARTICLE 8 POST-CLOSING MATTERS ............................................................................................ 25
8.1	VRT Shareholders Meeting .......................................................................................... 25
ARTICLE 9 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS ........................ 25
9.1	Termination .................................................................................................................. 25
9.2	Effect of Termination .................................................................................................... 25
9.3	Fees and Expenses ...................................................................................................... 25
9.4	Amendment .................................................................................................................. 26
9.5	Dissenting Shareholders .............................................................................................. 26
9.6	Waiver .......................................................................................................................... 26
ARTICLE 10	GENERAL ...................................................................................................................... 26
10.1	Notices ......................................................................................................................... 26
10.2	Assignment ................................................................................................................... 27
10.3	Complete Agreement ................................................................................................... 27
10.4	Further Assurances ...................................................................................................... 27
10.5	Severability ................................................................................................................... 27
10.6	Counterpart Execution .................................................................................................. 28
10.7	Investigation by Parties ................................................................................................ 28
10.8	Public Announcement; Disclosure and Confidentiality ................................................. 28
SCHEDULE A- AMALGAMATION AGREEMENT

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of September 4, 2020,

BETWEEN:

INDIGENOUS BLOOM HEMP CORPORATION. , a company incorporated under the federal laws of Canada, and having an office at 2220 Horizon Drive E. Kelowna, BC

OF THE FIRST PART

(“ HempCo ”)

-and-

VERITAS PHARMA INC. , a company incorporated under the laws of the Province of British Columbia, and having an office located at 650 W Georgia St #3200, Vancouver, BC V6B 4P7

OF THE SECOND PART

(“ VRT ”)

-and-

12302161 CANADA INC. , a company incorporated under the federal laws of Canada, and having an office located at 650 W Georgia St #3200, Vancouver, BC V6B 4P7

OF THE THIRD PART

(“ Newco ”)

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

WHEREAS VRT is a reporting issuer listed on the Canadian Securities Exchange (“ CSE ”);

AND WHEREAS HempCo and VRT propose to combine the business and assets of HempCo with those of VRT, and upon completion of such business combination, VRT will be in the business of operating and will wholly-own a hemp producer legally operating on the basis of the License (as defined below);

AND WHEREAS the Parties intend to carry out the proposed business combination by way of a statutory amalgamation under the provisions of the CBCA (as defined below) and related transaction steps;

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

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

“ Affiliate ” has the meaning ascribed thereto in the CBCA;

“ Agreement ”, “ this Agreement ”, “ herein ”, “ hereto ”, and “ hereof ” and similar expressions refer to this business combination agreement, including the schedules attached hereto, as the same may be amended or supplemented from time to time;

“ Amalco ” means the amalgamated corporation resulting and continuing from the Amalgamation;

“ Amalco Shares ” means the common shares in the share capital of Amalco;

“ Amalgamation ” means the amalgamation of HempCo and Newco by way of a “three-cornered amalgamation” with VRT pursuant to Section 181 of the CBCA;

“ Amalgamation Agreement ” means the agreement among HempCo, VRT and Newco in respect of the Amalgamation, to be substantially in the form attached as Schedule “A” to this Agreement;

“ Articles of Amalgamation ” means the Form 9 Articles of Amalgamation required under the CBCA to be filed with the Director to give effect to the Amalgamation;

“ Business Day ” means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Vancouver, British Columbia;

“ Business Combination ” means the series of transactions, as detailed in this Agreement, through which the businesses of HempCo and VRT will be combined, including the Consolidation and the Amalgamation, in the order and as contemplated herein;

“ CBCA ” means the Canada Business Corporations Act as the same has been and may hereafter from time to time be amended;

“ CDS ” means the Canadian Depository for Securities;

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

“ Completion Deadline ” means January 15, 2021 or such later date as may be mutually agreed between the Parties in writing;

“ Consolidated VRT Share ” means the new common shares of VRT after the Consolidation;

“ Consolidation ” means the share consolidation of the VRT Shares on the basis of 2 old VRT Shares for one (1) new Consolidated VRT Share, as more particularly contemplated herein;

“ CSE ” means Canadian Securities Exchange;

“ Debt Instrument ” has the meaning ascribed thereto in section 3.1(aa) hereof;

“ Depositary ” means such Person as VRT may appoint to act as depositary in relation to the Business Combination, with the approval of HempCo, acting reasonably;

“ Director ” means the Director appointed under the CBCA;

“ Direct Registration System ” means the system allowing securities to be held in electronic form without having a physical security certificate issued as evidence of ownership;

“ Dissenting HempCo Shares ” means the HempCo Shares held by Dissenting Shareholders;

“ Dissenting Shareholder ” means a registered holder of HempCo Shares who, in connection with the special resolution of the HempCo Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to Section 190 of the CBCA in strict compliance with the applicable provisions of the CBCA and thereby becomes entitled to be paid the fair value of his, her or its HempCo Shares, and such registered holder does not lose the right to dissent under Section 190 of the CBCA;

“ Documents ” means, collectively, this Agreement, the Amalgamation Agreement, and any other agreements, certificates, or instruments ancillary thereto;

“ DRS Statement ” means a statement evidencing a shareholding position under the Direct Registration System;

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

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as may be agreed by HempCo and VRT;

“ Escrow Agreement ” means a Form 46-201F1 escrow agreement to be entered into by each of the Principals of VRT, with VRT and its registrar and transfer agent, provided that escrow releases will be scheduled as follows: 10% will be released on the date that the shares commence trading on the CSE followed by six subsequent releases of 15% each every six months thereafter, in accordance with the policies of the CSE;

“ Exchange Ratio ” means, for each issued and outstanding HempCo Share, that number of Consolidated VRT Shares as is determined on the basis of the following: $28,000,000 ÷ closing price of Consolidated VRT Shares on the CSE on the last trading day prior to the Effective Date ÷ number of issued and outstanding HempCo Shares immediately prior to the Effective Time = number of Consolidated VRT Shares issuable for each HempCo Share;

“ fair value ” where used in relation to a HempCo Share held by a Dissenting Shareholder, means the payout value as determined by a court under Section 190 of the CBCA or as agreed between HempCo and the Dissenting Shareholder;

“ Governing Documents ” means, in respect of each Party, as applicable, its certificate, its notice of articles as amended, its articles of incorporation, as amended, and its by-laws, as amended;

“ Governmental Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the CSE;

“ HempCo ” means Indigenous Bloom Hemp Corporation, a company incorporated under the federal laws of Canada;

“ HempCo Financial Statements ” has the meaning ascribed thereto in section 3.1(l) hereof;

“ HempCo Meeting ” means a special meeting of the shareholders of HempCo to be held in order to seek shareholder approval for the Amalgamation;

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

“ HempCo Shares ” means the Class A voting common shares in the capital of HempCo as presently constituted;

“ HempCo Warrants ” means the share purchase warrants to purchase HempCo Shares, of which there are none outstanding ;

“ IFRS ” means International Financial Reporting Standards applicable as at the relevant date;

“ in writing ” means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Authority, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“ Lease ” means the lease dated May 1, 2020 between HempCo and Val Lammens for the Property (SE & SW 31-26-21) for a term of 1 (one) year; and Henry Carels and Lucinda Carels for the Property (NW & NE 31-26-21w) for a term of 1 (one) year.

“ Letter of Transmittal ” means a letter of transmittal to be sent to holders of HempCo Shares for use in connection with the Business Combination and in order to receive the Consolidated VRT Shares to which they are entitled after giving effect to the Amalgamation;

“ Licence ” means Licence No. LIC – MHMCYI8YIR-2019 dated April 19, 2019, by means of which the applicable Governmental Authority in Canada granted to Delores Federowich the licence to cultivate industrial hemp for the following forms: seed, grain, fibre, flowers, leaves, branches, and plant;

“ Material Adverse Change ” means any change in the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, which is materially adverse to the business of such Party and its Subsidiaries, considered as a whole, other than a change: (a) which arises out of or in connection with a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the medical marijuana industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

“ Material Adverse Effect ” means any event, change or effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, provided, however, that a Material Adverse Effect shall not include an adverse effect resulting from a change: (a) which arises out of or in connection with a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the medical marijuana industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

“ material fact ” has the meaning ascribed thereto in the Securities Act (British Columbia) as the same has been and may hereafter from time to time be modified;

“ Newco ” means 12302161 Canada Inc., a company incorporated under the federal laws of Canada, and a wholly-owned Subsidiary of VRT;

“ Newco Shares ” means the common shares in the capital of Newco;

“ Party ” means each of VRT, HempCo and Newco individually, and collectively, the “ Parties ”;

“ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

“ Personnel Obligations ” means any obligations or liabilities of a Party or any of its Subsidiaries to pay any amount to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements and directors’ fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities in respect of insurance or indemnification contemplated by this Agreement or arising in the ordinary and usual course of business and, without limiting the generality of the foregoing, Personnel Obligations shall include the obligations of such Party or any of its Subsidiaries to directors, officers, employees and consultants: (a) for payments on or in connection with any change in control of such Party pursuant to any change in control agreements, policies or arrangements, including the payments specified herein; and (b) for any special incentive bonus payments and commitments;

“ Principal ” means a director, officer, or greater than 10% shareholder of VRT following the completion of the Business Combination;

“ Property ” means the lands located at SE & SW 31-26-21 and NE & NW 31-26-21, consisting of approximately 400 acres, currently leased by HempCo under the Lease;

“ Regulatory Approval ” means any approval, consent, waiver, permit, order or exemption from any Governmental Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected and “ Regulatory Approvals ” means all such approvals, consents, waivers, permits, orders or exemptions;

“ Reporting Jurisdictions ” has the meaning ascribed thereto in section 3.2(f) hereof;

“ Replacement Warrants ” means warrants to purchase Consolidated VRT Shares to be issued to the holders of the HempCo Warrants in replacement for their HempCo Warrants, such Replacement Warrants to be exercisable at the same price as the HempCo Warrants and entitling the holders to purchase that number of Consolidated VRT Shares for each HempCo Share which could be purchased under the HempCo Warrants as is determined in accordance with the Exchange Ratio;

“ Securities Authorities ” means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions, and the CSE;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval available at www.sedar.com;

“ Subsidiary ” has the meaning ascribed thereto in the CBCA;

“ Taxes ” has the meaning ascribed thereto in section 3.1(r) hereof;

“ VRT ” means Veritas Pharma Inc., a company incorporated under the laws of the Province of British Columbia;

“ VRT Financial Statements ” has the meaning ascribed thereto in section 3.2(m) hereof;

“ VRT Meeting ” means the special meeting of the shareholders of VRT to seek shareholder approval for the Consolidation and Amalgamation;

“ VRT Options ” means stock options of VRT, of which, as of the date of this Agreement, there are options outstanding entitling the holders to purchase 1,215,738 VRT Shares at a price of $0.15 per VRT Share on or before April 24, 2025;

“ VRT Shareholder ” means a registered holder of VRT Shares, from time to time;

“ VRT Shares ” means the common shares in the capital of VRT as presently constituted;

“ VRT Subsidiaries ” means Newco and Cannevert Therapeutics Ltd.; and

“ VRT Warrants ” means the common share purchase warrants of VRT, of which, as of the date of this Agreement, there are 300,000 Warrants issued and outstanding exercisable at $7.00 per VRT Share until July 28, 2021.

1.2 Singular, Plural, etc.

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.3 Deemed Currency

In the absence of a specific designation of any currency any undescribed dollar amount herein shall be deemed to refer to Canadian dollars.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Governing Law

This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each Party hereby irrevocably

attorns to the jurisdiction of the Courts of the Province of British Columbia sitting in and for the judicial district of Vancouver in respect of all matters arising under or in relation to this Agreement.

1.7 Attornment

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

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

HempCo and VRT agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Consolidation and the Amalgamation, in the order and as contemplated herein. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:

(a) HempCo shall duly call and convene the HempCo Meeting (or in the alternative, HempCo may obtain approval of all of the HempCo Shareholders by consent resolution) not later than December 31, 2020 at which the HempCo Shareholders will be asked to approve the Amalgamation, and HempCo shall use all commercially reasonable efforts to obtain the approval of the HempCo Shareholders for the foregoing matters;
(b) VRT will duly convene the VRT Meeting not later than December 31, 2020 at which the VRT Shareholders will be asked to approve the Consolidation and the Amalgamation and VRT shall use all commercially reasonable efforts to obtain the approval of the VRT Shareholders for the foregoing matters;
(c) VRT will obtain the conditional acceptance of the CSE to the Business Combination by January 8, 2021;
(d) VRT will, as the sole shareholder of Newco, cause Newco to approve the Amalgamation described in this Agreement and the Documents;
(e) Following the receipt of shareholder approval at the VRT Meeting, and immediately prior to the filing of the Articles of Amalgamation, VRT shall take all necessary corporate steps to complete the Consolidation;
(f) HempCo and Newco shall amalgamate by way of statutory amalgamation under Section 181 of the CBCA on the terms and subject to the conditions contained in the Documents and HempCo and VRT further agree that the Effective Date shall occur within five (5)
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Business Days following the later of: (i) the receipt of shareholder approval by the HempCo Shareholders for the Amalgamation at the HempCo Meeting; (ii) the receipt of approval for the Amalgamation by VRT as the sole shareholder of Newco; (iii) the receipt of shareholder approval by the VRT Shareholders for the Consolidation and the Amalgamation at the VRT Meeting; and (iv) the satisfaction or waiver of all conditions set forth in Article 7 and by the CSE or any other regulatory requirements;

(g) the Parties shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, pursuant to which:
i) HempCo and Newco will amalgamate under the provisions of the CBCA and continue as one amalgamated corporation, being Amalco;
ii) each issued and outstanding HempCo Share (other than HempCo Shares held by Dissenting Shareholders) shall be exchanged for that number of Consolidated VRT Shares as is determined in accordance with the Exchange Ratio, following which all such HempCo Shares shall be cancelled;
iii) each holder of HempCo Warrants shall receive, in exchange and replacement for their HempCo Warrants, Replacement Warrants, following which all such HempCo Warrants shall be cancelled;
iv) each outstanding Newco Share will be exchanged for Amalco Shares on the basis of one (1) Amalco Share for each Newco Share, following which all such Newco Shares shall be cancelled;
v) as consideration for the issuance of the Consolidated VRT Shares to the holders of HempCo Shares to effect the Amalgamation, Amalco will issue to VRT one (1) fully paid Amalco Share for each Consolidated VRT Share so issued;
vi) Amalco will be a wholly-owned Subsidiary of VRT;
vii) the property of each of Newco and HempCo will continue to be the property of Amalco;
viii) Amalco will continue to be liable for the obligations of each of Newco and HempCo;
ix) an existing cause of action, claim or liability to prosecution of either Newco or HempCo will be unaffected;
x) a civil, criminal or administrative action or proceeding pending by or against either Newco or HempCo may be continued to be prosecuted by or against Amalco; and
xi) a conviction against, or ruling, order or judgment in favour of or against, either Newco or HempCo may be enforced by or against Amalco.
(h) in accordance with section 9.5, HempCo Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.1(g)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 190 of the CBCA or forfeits its right to make a claim under Section 190 of the CBCA or if its rights as a shareholder of HempCo are otherwise reinstated, such Dissenting - 8 -

Shareholder’s Dissenting HempCo Shares shall thereupon be deemed to have been converted as of the Effective Date as prescribed by section 2.1;

(i) as soon as practicable after the Effective Date, in accordance with normal commercial practice, VRT shall issue or cause to be issued certificates, DRS Statements or electronic positions within CDS representing the appropriate number of Consolidated VRT Shares to the former HempCo Shareholders. No fractional Consolidated VRT Shares will be delivered to any HempCo Shareholder otherwise entitled thereto and instead the number of Consolidated VRT Shares to be issued to each former HempCo Shareholder will be rounded down to the nearest whole number without any payment in respect thereof; and
(j) the Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Business Combination.

2.2 Implementation Covenants

(a) Preparation of HempCo Meeting Documentation. HempCo shall duly prepare documentation required in connection with the HempCo Meeting and deliver such documentation to HempCo Shareholders.
(b) Preparation of VRT Meeting Documentation. VRT shall duly prepare documentation required in connection with the VRT Meeting and deliver such documentation to VRT Shareholders.
(c) Listing. VRT shall use all commercially reasonable efforts to have all the Consolidated VRT Shares, including those issuable upon exercise of the Replacement Warrants, accepted for listing on the CSE.
(d) Preparation of Filings. HempCo and VRT shall cooperate in the preparation of any documents and taking of all actions reasonably deemed by HempCo or VRT to be necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:
i) each of HempCo and VRT shall furnish to the other all such information concerning it and its shareholders as may be required to effect the actions described in this Article 2, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used;
ii) HempCo and VRT shall each promptly notify the other if at any time before the Effective Date it becomes aware that the any disclosure document filed in connection with the Business Combination contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the disclosure document. In any such event, HempCo and VRT
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shall cooperate in the preparation of a supplement or amendment to such disclosure document, as required and as the case may be, and, if required, shall cause the same to be filed with the applicable Securities Authorities; and

iii) each of HempCo and VRT shall ensure that any such disclosure document complies with all applicable Laws and, without limiting the generality of the foregoing, that the disclosure document does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.
(e) Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement shall be substantially in the form attached as Schedule “A” to this Agreement. Newco shall, subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, deliver to HempCo the duly executed Articles of Amalgamation and related documents which will be filed by HempCo with the Director.
(f) Consolidated VRT Shares and Procedures .
i) On the Effective Date: (i) the HempCo Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting HempCo Shares) shall be deemed to be the registered holders of the Consolidated VRT Shares to which they are entitled hereunder; (ii) VRT shall deposit such Consolidated VRT Shares with the Depositary and/or the electronic positions representing such Consolidated VRT Shares with CDS, as applicable, to satisfy the consideration issuable to such HempCo Shareholders; and (iii) certificates formerly representing HempCo Shares which are held by such HempCo Shareholders shall cease to represent any claim upon or interest in HempCo other than the right of the registered holder to receive the number of Consolidated VRT Shares to which it is entitled hereunder, all in accordance with the provisions of the Amalgamation Agreement.
ii) As soon as reasonably practicable after the Effective Date, the Depositary will forward to, or hold for pick-up by, each former HempCo Shareholder that submitted a duly completed Letter of Transmittal or DRS Statements or other evidence of entitlement to the Depositary, together with the certificate (if any) representing the HempCo Shares held by such HempCo Shareholder or such other evidence of ownership of such HempCo Shares as is satisfactory to the Depositary, acting reasonably, (i) the certificates or DRS Statements representing the Consolidated VRT Shares to which such HempCo Shareholder is entitled, in accordance with its Letter of Transmittal, or (ii) confirmation of a non-certificated electronic position transfer in CDS representing the Consolidated VRT Shares to which such HempCo Shareholder is entitled, in accordance with its Letter of Transmittal, all in accordance with the provisions of the Amalgamation Agreement.
iii) VRT, as the sole registered holder of the Newco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and VRT shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled hereunder. Until delivery of such certificate, the share certificate or certificates representing the Newco Shares held by VRT
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will be evidence of VRT’s right to be registered as a shareholder of Amalco. Share certificates evidencing Newco Shares shall cease to represent any claim upon or interest in Newco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

(g)

Replacement Warrants

i) As soon as practicable after the Effective Date, the Depository will forward to, or hold for pick-up by, each former HempCo Warrant holder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing their HempCo Warrants or such other evidence of ownership of such HempCo Warrants as is satisfactory to the Depositary, acting reasonably, the certificates representing the Replacement Warrants to which such HempCo Warrant holder is entitled, in accordance with its Letter of Transmittal, all in accordance with the provisions of the Amalgamation Agreement.

2.3 Board of Directors and Senior Officers

Each of the Parties hereby agrees that upon completion of the Business Combination, and subject to approval by the CSE, the board of directors and senior officers of VRT following completion of the Business Combination shall consist of the following:

Name	Title
Peter McFadden	InterimCEO and CFO
Mark Roseborough	ChairmanoftheBoard
NickStandish	Director
Blair Lowther	Director
Sharon Blady Howard Ash GregVan Wyk	Director Director Director

Each of the Parties will cause their nominees to execute and deliver personal information forms and such other documents required for completion of the Amalgamation in accordance with the policies of the CSE, including the Escrow Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of HempCo

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

(a) HempCo has been duly incorporated and is validly existing under the federal laws of Canada and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(b) HempCo has no subsidiaries;
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(c) HempCo has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
(d) The authorized capital of HempCo consists of an unlimited number of HempCo Shares, of which, at the date hereof, there are one million HempCo Shares issued and outstanding;
(e) Except for the HempCo Shares and the HempCo Warrants, HempCo has no other securities issued and outstanding at the date hereof nor is it party to has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any HempCo Shares, or securities convertible into or exchangeable for HempCo Shares;
(f) HempCo is not a reporting issuer nor an associate of any reporting issuer (as defined in the Securities Act (British Columbia) or the Securities Act of any other province of Canada) and the HempCo Shares do not trade on any exchange;
(g) HempCo has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by HempCo, and to own its assets, and is in compliance in all material respects with such certificates, authorities, permits or licences. To the knowledge of , HempCo has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singularly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of HempCo. To the of knowledge, HempCo knows not of any claim or basis for any claim that might or could adversely affect the right thereof to use or otherwise exploit its rights under the Licence and HempCo has no responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person (other than mandatory payments to the appropriate state, provincial, municipal or federal regulatory agencies or bodies under the Licence and applicable laws) with respect thereto;
(h) HempCo is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the HempCo Financial Statements and other than HempCo may by on, before or after the Effective Date assume the obligations of Chris Federowich dba Federowich Farm and Delores Federowich under the following:
i) Lease; and
ii) Loan agreement between Christopher Edward Federowich as debtor and Farm Credit Canada as creditor dated June 10, 2019;
(i) Each of the Documents has been or at the Effective Time will be, duly authorized, executed and delivered by HempCo and constitutes a valid and binding obligation of HempCo enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other
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laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of HempCo, other than the submission of the Amalgamation to the HempCo Shareholders, is necessary to authorize this Agreement and the transactions contemplated hereby;

(j) The entering into and the performance by HempCo of the Business Combination contemplated in the Documents: (a) do not require any consent, approval, authorization or order of any court or governmental agency, body or Governmental Authority, except that which may be required under applicable corporate and securities legislation and the policies of the CSE; (b) will not contravene any statute or regulation of any Governmental Authority which is binding on HempCo where such contravention would have a Material Adverse Effect; and (c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, bylaws or resolutions of HempCo or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which HempCo is or will be a party or by which it is or will be bound, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;
(k) To the knowledge of HempCo’s, there are no legal, regulatory, governmental or similar proceedings pending or, contemplated or threatened, to which HempCo is a party or to which the property of HempCo is subject;
(l) The audited financial statements of HempCo for the period from incorporation to April 30, 2020 and the notes thereto (the “ HempCo Financial Statements ”) have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of HempCo as at such date, and do not omit to state any material fact that is required by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
(m) Except as disclosed in the HempCo Financial Statements, there are no plans for retirements, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation incentive or otherwise contributed to or required to be contributed to, by HempCo for the benefit of any current or former director, officer, employee or consultant of HempCo and there are no other unpaid Personnel Obligations;
(n) To the knowledge, HempCo is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of HempCo;
(o) To the extent that it is applicable, HempCo owns and possesses adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, except as disclosed to VRT in writing and to the best of HempCo’s knowledge, after due inquiry, HempCo is not infringing upon the rights of any other Person with respect to any such trademarks, patents, copyrights or trade secrets and, no Person has infringed any such trademark, patents, copyrights or trade secrets;
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(p) To the knowledge of HempCo’s, there are no material liabilities of HempCo whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the HempCo Financial Statements except for those incurred in the ordinary course of business as of the date hereof;
(q) Except as disclosed in the HempCo Financial Statements, HempCo has not engaged in any transaction with any non-arm’s length person other than the transactions that HempCo may be a party to with Chris Federowich dba Federowich Farm and Delores Federowich;
(r) All taxes (including income taxes, capital tax, payroll taxes, employer health taxes, workers’ compensation payments, property taxes, sales, use, goods and services taxes, value-added taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by HempCo have been paid or provision made therefor in the HempCo Financial Statements except where the failure to pay such Taxes would not result in a Material Adverse Effect for HempCo. All tax returns, declarations, remittances and filings required to be filed by HempCo have been filed with every appropriate Governmental Authority and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of HempCo, no examination of any tax return of HempCo is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by HempCo. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to HempCo;
(s) There is no Person acting or purporting to act at the request of HempCo who is or will be entitled to any brokerage or finder’s fee in connection with the transactions contemplated herein;
(t) HempCo has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, and HempCo has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licences, leases or other instruments conferring rights to HempCo for the conduct of its business;
(u) To the knowledge of HempCo, , all activities of HempCo have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws;
(v) To the knowledge of HempCo, any and all material agreements pursuant to which HempCo holds any of its material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, HempCo is not in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, HempCo is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and concessions pursuant to which HempCo derives its interests in such material assets are in good standing and there has been no material default under any such leases, licences and concessions and
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all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;

(w) Except as disclosed in the HempCo Financial Statements, HempCo does not have any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada));
(x) To the knowledge of HempCo, there are no outstanding labour disputes, (whether filed or lodged with HempCo or any other Person), pending labour disruptions or pending unionization with respect to HempCo;
(y) HempCo is not bound by or a party to any collective bargaining agreement;
(z) There is not,other than as set out in this Agreement, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which HempCo is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of HempCo or the payment of dividends by HempCo to the holders of its securities;
(aa) Except as disclosed in the HempCo Financial Statements, HempCo is not party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money (“ Debt Instrument ”) or any agreement contract or commitment to create, assume or issue any Debt Instrument;
(bb) HempCo is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of HempCo to compete in any line of business, or to transfer or move any of its assets (other than the Licence) or operations or which materially or adversely affects the business practices, operations or condition of HempCo or which would prohibit or restrict HempCo from entering into and completing the Business Combination;
(cc) HempCo is not a party to any agreement, nor is HempCo aware of any agreement, which in any manner affects the voting control of any of the HempCo Shares or other securities of HempCo;
(dd) No representation, warranty or statement of HempCo in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading; and
(ee) The corporate records and minute books of HempCo contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since their respective dates of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.

3.2 Representations and Warranties of VRT

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

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(a) VRT has been duly incorporated and is validly existing under the laws of the Province of British Columbia and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(b) Newco and Cannevert Therapeutics Ltd. are the only material Subsidiaries of VRT. Each VRT Subsidiary has been duly incorporated and is validly existing under the laws of its jurisdiction of formation and is current and up-to-date with all filings required to be made by it in such jurisdiction, all of the issued shares in the capital of each of the VRT Subsidiaries are owned directly or indirectly by VRT, free and clear of any pledge, lien, security interest, charge, claim or encumbrance or in relation to inter-corporate security, and neither VRT nor any VRT Subsidiary is a party or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any securities of any of the VRT Subsidiaries or securities convertible into or exchangeable for any securities of the VRT Subsidiaries;
(c) VRT has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
(d) The authorized capital of VRT consists of an unlimited number of VRT Shares, of which 16,694,644 VRT Shares are currently issued and outstanding; and except for such VRT Shares, the VRT Options and the VRT Warrants, VRT has no other securities outstanding nor is it a party to or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any VRT Shares or securities convertible into or exchangeable for VRT Shares;
(e) On the Effective Date, the Consolidated VRT Shares will be duly and validly issued and outstanding as fully paid and non-assessable and the Replacement Warrants will be duly and validly created and issued;
(f) VRT is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta and Ontario (collectively, the “ Reporting Jurisdictions ”) and is not currently in default of any requirement of the applicable laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities in such provinces, and no order ceasing, halting or suspending trading in securities of VRT or prohibiting the distribution of such securities has been issued to and is outstanding against VRT and no investigations or proceedings for such purposes are, to the knowledge of VRT, pending or threatened;
(g) VRT is in compliance in all material respects with all its disclosure obligations under applicable Laws and all documents filed by VRT pursuant to such obligations are in compliance in all material respects with applicable Laws and, other than in respect of documents that have been amended or refiled did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(h) VRT and each VRT Subsidiary has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or
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licences. VRT has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of VRT and each VRT Subsidiary;

(i) VRT and each VRT Subsidiary is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the VRT Financial Statements;
(j) Each of the Documents has been, or at the Effective Time will be, duly authorized, executed and delivered by VRT and constitutes a valid and binding obligation of VRT enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of VRT, other than the approval of the matters for which shareholder approval is to be sought at the VRT Meeting in accordance with this Agreement, is necessary to authorize this Agreement and the transactions contemplated hereby;
(k) The entering into and the performance by VRT and Newco of the transactions contemplated in the Documents:
i) do not require any consent, approval, authorization or order of any court or Governmental Authority or body, except that which may be required under applicable corporate and securities legislation and the policies of the CSE;
ii) will not contravene any statute or regulation of any Governmental Authority which is binding on VRT or Newco where such contravention would have a Material Adverse Effect; and
iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, bylaws or resolutions of VRT or Newco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which VRT or Newco is or will be a party or by which VRT or Newco is or will be bound, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;
(l) Except as disclosed in the VRT Financial Statements, there are no legal or governmental proceedings pending or, to the knowledge of VRT, contemplated or threatened, to which VRT or a VRT Subsidiary is a party or to which the property of VRT or a VRT Subsidiary is subject;
(m) The audited annual financial statements of VRT for the year ended April 30, 2020 and the notes thereto (the “ VRT Financial Statements ”), have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of VRT as at such date, and do not omit to state any material fact that is required by IFRS or by applicable
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law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

(n) Except as disclosed in the VRT Financial Statements, there are no plans for retirements, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation incentive or otherwise contributed to or required to be contributed to, by VRT or any VRT Subsidiary for the benefit of any current or former director, officer, employee or consultant of VRT or any VRT Subsidiary, and there are no unpaid Personnel Obligations of VRT or any VRT Subsidiary;
(o) VRT and each VRT Subsidiary owns and possesses adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the best of VRT’s knowledge, after due inquiry, neither VRT nor any VRT Subsidiary is infringing upon the rights of any other Person with respect to any such trademarks, patents, copyrights or trade secrets and, no Person has infringed any such trademark, patents, copyrights or trade secrets;
(p) There are no material liabilities of VRT or any VRT Subsidiary whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the VRT Financial Statements except for those incurred in the ordinary course of business as of the date hereof;
(q) Except as disclosed in the VRT Financial Statements, neither VRT nor any of the VRT Subsidiaries has engaged in any transaction with any non-arm’s length Person;
(r) All Taxes due and payable by VRT and each VRT Subsidiary have been paid or provision made therefor in the financial statements of VRT except for where the failure to pay such Taxes would not result in a Material Adverse Effect for VRT. All tax returns, declarations, remittances and filings required to be filed by VRT and each VRT Subsidiary have been filed with every appropriate Governmental Authority and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of VRT, no examination of any tax return of VRT or any VRT Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by VRT or any VRT Subsidiary. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to VRT or any VRT Subsidiary;
(s) VRT and each of the VRT Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation and neither VRT nor the VRT Subsidiaries have received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any concessions, licences, leases or other instruments conferring rights to VRT or the VRT Subsidiaries;
(t) To the knowledge of VRT, after due inquiry, all activities of VRT and the VRT Subsidiaries have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws;
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(u) To the knowledge of VRT, any and all material agreements pursuant to which VRT or the VRT Subsidiaries holds any of their material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, neither VRT nor any VRT Subsidiary is in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, VRT is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and concessions pursuant to which VRT and the VRT Subsidiaries derive their interests in such material assets are in good standing and there has been no material default under any such leases, licences and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;
(v) Except as disclosed in the VRT Financial Statements, neither VRT nor any VRT Subsidiary has any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada));
(w) To the knowledge of VRT, there are no outstanding labour disputes, (whether filed or lodged with VRT or any VRT Subsidiaries or any other Person), pending labour disruptions or pending unionization with respect to VRT or the VRT Subsidiaries;
(x) Neither VRT nor any of the VRT Subsidiaries is bound by or a party to any collective bargaining agreement;
(y) There is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which VRT or any VRT Subsidiaries is a party any restriction upon or impediment to, the declaration or payment of dividends by the directors of VRT or any VRT Subsidiaries or the payment of dividends by VRT or any VRT Subsidiaries to the holders of its securities;
(z) Except as disclosed in the VRT Financial Statements, VRT is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;
(aa) Except to the extent that VRT must comply with the policies of the CSE, neither VRT nor any VRT Subsidiary is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of VRT or any VRT Subsidiary to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of VRT or any VRT Subsidiary or which would prohibit or restrict VRT from entering into and completing the Business Combination;
(bb) The corporate records and minute books of VRT contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed;
(cc) No representation, warranty or statement of VRT or Newco in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;
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(dd) Neither VRT nor any VRT Subsidiary is a party to any agreement, nor is VRT aware of any agreement, which in any manner affects the voting control of any of the VRT Shares or other securities of VRT or any VRT Subsidiary; and
(ee) Neither VRT nor any VRT Subsidiary is aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of VRT or the VRT Subsidiaries taken as a whole or the legal environments under which VRT and the VRT Subsidiaries operate.

3.3 Survival

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

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

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

(a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and it shall and shall cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it shall not, and shall cause its Subsidiaries to not, without the prior written consent of the other Parties, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or special salaries or bonuses, without the prior written consent of the other Parties; and
(b) other than as contemplated by this Agreement, it shall not directly or indirectly do or permit to occur any of the following:
i) amend its Governing Documents;
ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;
iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than the issuance of VRT Shares
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pursuant to the exercise of the VRT Options or the VRT Warrants or the issuance of HempCo Shares pursuant to the exercise of the HempCo Warrants;

iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
v)
split, combine or reclassify any of its shares, except for the Consolidation;
vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; or
vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above.

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Newco Shareholder Meeting and Resolution in Lieu of Meeting by VRT

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

5.2 Representations and Warranties

(a) HempCo covenants and agrees that from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.1 being untrue in any material respect.
(b) VRT covenants and agrees that, from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.2 being untrue in any material respect.

5.3 Notice of Material Change

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

5.4 Non-Solicitation

None of the Parties shall solicit any offers to purchase its shares or assets and neither of VRT nor HempCo will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date hereof and ending on the termination of this Agreement. The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other.

5.5 Other Covenants

Each of the Parties covenants and agrees that it shall:

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

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

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

6.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Business Combination contemplated

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by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;
(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;
(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Business Combination contemplated hereby;
(d) to effect all necessary registrations and other filings and submissions of information requested by the CSE, including any required escrow or pooling agreements;
(e) to effect all necessary registrations and other filings and submissions of information requested by any Governmental Authority; and
(f) to fulfill all conditions and satisfy all provisions of this Agreement.

For purposes of the foregoing, the obligation to use “ commercially reasonable efforts ” to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to any other Person.

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

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

(a) there shall not be in force any order or decree restraining or enjoining the consummation of the Business Combination;
(b) this Agreement shall not have been terminated pursuant to Article 9;
(c) all Regulatory Approvals (including CSE approval) and corporate approvals shall have been obtained;
(d) the requisite approval of the Amalgamation by the HempCo Shareholders shall have been obtained on or before December 31, 2020;
(e) the requisite approval of the Consolidation and Amalgamation by the VRT Shareholders at the VRT Meeting shall have been obtained on or before December 31, 2020; and
(f) VRT shall have completed the Consolidation.
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If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

7.2 Additional Conditions Precedent to the Obligations of HempCo

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

(a) as applicable, on or prior to the Effective Date, and effective upon completion of the Business Combination , and subject to the approval of the CSE, the board of directors of VRT shall have been constituted, and the officers of VRT shall have been appointed, as set forth in section 2.3;
(b) no Material Adverse Change with respect to VRT shall have occurred between the date hereof and the Effective Date;
(c) VRT shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of VRT contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or non-performance, the breaching Party shall have had three days to cure such misrepresentation, breach or non-performance), and the CEO of VRT or another officer satisfactory to HempCo shall so certify immediately prior to the Effective Date; and
(d) the VRT board of directors, and the Newco board of directors as necessary, shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by VRT to permit the consummation of the Business Combination and the transactions contemplated therewith.

If any of the above conditions shall not have been complied with or waived by HempCo on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.2(c), HempCo may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by HempCo. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by HempCo of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, HempCo shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

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7.3 Additional Conditions Precedent to the Obligations of VRT

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

(a) no Material Adverse Change with respect to HempCo shall have occurred between the date hereof and the Effective Date;
(b) HempCo shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of HempCo contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or non-performance, the breaching Party shall have had three days to cure such misrepresentation, breach or nonperformance), and the President of HempCo or another officer satisfactory to VRT shall so certify immediately prior to the Effective Date; and
(c) the board of HempCo shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by HempCo to permit the consummation of the Business Combination and the transactions contemplated therewith.

If any of the above conditions shall not have been complied with or waived by VRT on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.3(b), VRT may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by VRT or Newco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by VRT or Newco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, neither Party shall rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.4 Merger of Conditions

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

7.5 Closing Matters

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of VRT’s counsel, Harper Grey LLP, at 10:00 a.m. (Vancouver time) on the day immediately prior to the Effective Date.

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ARTICLE 8 POST-CLOSING MATTERS

8.1 VRT Shareholders Meeting

At the first annual general meeting of the shareholders of VRT following the Effective Date, the board of directors of VRT will ensure that the following matters are presented to the shareholders for their consideration and, if appropriate, approval with or without amendment:

(a) Election of Directors; and
(b) the appointment of MNP LLP as auditors of VRT.

ARTICLE 9

TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

9.1 Termination

This Agreement may be terminated by written notice promptly given to the other Party hereto, at any time prior to the Effective Date:

(a) by mutual agreement in writing by the Parties; or
(b) as set forth in sections 7.1, 7.2 and 7.3 of this Agreement.

9.2 Effect of Termination

In the event of the termination of this Agreement as provided in section 9.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of VRT or HempCo hereunder except as set forth in section 9.3 hereof and this section 9.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any Party from liability for any breach of this Agreement.

9.3 Fees and Expenses

Each of HempCo and VRT shall pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Business Combination, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein.

9.4 Amendment

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

9.5 Dissenting Shareholders

On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and HempCo for the purchase of their Dissenting HempCo Shares or the pronouncement of a court order pursuant to Section 190 of the CBCA, a Dissenting Shareholder shall cease to have any rights as a HempCo Shareholder other than the right to be paid the fair value of its Dissenting HempCo Shares in the amount agreed to or as ordered by the court, as the case may be.

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Notwithstanding anything in this Agreement to the contrary, Dissenting HempCo Shares which are held by a Dissenting Shareholder shall not be exchanged for VRT Shares on the Effective Date as provided in section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 190 of the CBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 190 of the CBCA, the Dissenting Shareholder’s Dissenting HempCo Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Consolidated VRT Shares on the basis set forth in section 2.1 hereof.

9.6 Waiver

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

ARTICLE 10 GENERAL

10.1 Notices

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

if to HempCo:

Indigenous Bloom Hemp Corporation. 2220 Horizon Drive E. Kelowna, BC V1Z 3L4

Attention: Allen Szmyrko E-mail: [email protected]

with a copy to:

Sodagar and Company 650-475 W. Georgia St. Vancouver, BC V6B 4M9 Attention: Ali Sodagar Email: [email protected]

if to VRT or Newco:

Veritas Pharma Inc. 650 W Georgia St #3200 Vancouver, BC V6B 4P7

Attention: Peter McFadden E-mail: [email protected]

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with a copy to:

Harper Grey LLP c/o Mike Kennedy 650 W Georgia St #3200 Vancouver, BC V6B 4P7

10.2 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties hereto without the prior written consent of the other Party.

10.3 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof, between HempCo and VRT. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.

10.4 Further Assurances

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

10.5 Severability

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

10.6 Counterpart Execution and Electronic Execution

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

10.7 Investigation by Parties

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

10.8 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other - 28 -

memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.

(b) All information provided to or received by the parties hereunder shall be treated as confidential (“ Confidential Information ”). Subject to the provisions of this section, no Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an affiliate (within the meaning of the CBCA) of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any Governmental Authority or judicial authority.

[Remainder of page intentionally left blank]

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

INDIGENOUS BLOOM HEMP CORPORATION

Per: “Allen Szmyrko” Allen Szmyrko

VERITAS PHARMA INC.

Per: “Lorne Mark Roseborough” Lorne Mark Roseborough

12302161 CANADA INC.

Per: “Lorne Mark Roseborough” Lorne Mark Roseborough

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SCHEDULE A AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of the _ day of _, 2020,

AMONG:

VERITAS PHARMA INC. ,

a company incorporated under the laws of British Columbia (“ VRT ”);

and -

12302161 CANADA INC.

a company incorporated under the federal laws of Canada (“ Newco ”);

and -

INDIGENOUS BLOOM HEMP CORPORATION

a company incorporated under the federal laws of Canada (“ HempCo ”);

WHEREAS HempCo and VRT have agreed to combine their businesses and assets pursuant to the Business Combination Agreement;

AND WHEREAS Newco is a wholly-owned subsidiary of VRT;

AND WHEREAS the authorized capital of HempCo consists of an unlimited number of HempCo Shares, of which one (1) million HempCo Shares are issued and outstanding at the date hereof as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of Newco consists of an unlimited number of Newco Shares, of which one (1) Newco Shares are issued and outstanding at the date hereof as fully paid and nonassessable shares, all of which are owned beneficially and of record by VRT;

AND WHEREAS pursuant to the Amalgamation, and subject to the terms of the Business Combination Agreement, HempCo and Newco shall amalgamate and continue as Amalco, which shall become a wholly-owned subsidiary of VRT, and VRT shall issue to each HempCo Shareholder one (1) Consolidated VRT Share for each one (1) HempCo Share held;

AND WHEREAS HempCo, VRT and Newco have each made full disclosure to the other of all their respective assets and liabilities;

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

1. Interpretation

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

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

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

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

“ Amalco Shares ” means the common shares in the share capital of Amalco;

“ Amalgamating Corporations ” means HempCo and Newco and “ Amalgamating Corporation ” means either of them as applicable;

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

“ Articles of Amalgamation ” means the Form 9 Articles of Amalgamation giving effect to the Amalgamation to be filed with the Director pursuant to this Agreement;

“ Business Combination Agreement ” means the business combination agreement dated as of September 4, 2020 between HempCo, VRT and Newco;

“ CBCA ” means the Canada Business Corporations Act ;

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

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

“ Consolidated VRT Shares ” means the common shares of VRT after the share consolidation contemplated under the Business Combination Agreement;

“ Depositary ” means Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia, which is also the transfer agent and registrar for the VRT Shares;

“ Director ” means the Director appointed under the CBCA;

“ Dissenting Shareholder ” means a registered HempCo Shareholder who, in connection with the special resolution of the Shareholders which approves and adopts this Agreement, has exercised the right to dissent pursuant to Section 190 of the CBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its HempCo Shares, and such registered holder does not lose the right to dissent under Section 190 of the CBCA;

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

“ fair value ” where used in relation to a HempCo Share held by a Dissenting Shareholder, means payout value as determined by a court under Section 190 of the CBCA or as agreed between HempCo and the Dissenting Shareholder;

“ HempCo Shares ” means the Class A voting common shares in the capital of HempCo;

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

“ HempCo Warrants ” means the share purchase warrants to purchase HempCo Shares, of which there are none outstanding ;

“ Letter of Transmittal ” means a letter of transmittal to be sent to holders of HempCo Shares for use in connection with the Amalgamation and in order to receive the Consolidated VRT Shares to which they are entitled after giving effect to the Amalgamation;

“ Newco ” means 12302161 Canada Inc., a company incorporated under the CBCA;

“ Newco Shares ” means the common shares in the capital of Newco;

“ Newco Shareholder ” means the sole registered holder of Newco Shares, being VRT;

“ Parties ” means HempCo, Newco and VRT, and “ Party ” means each of them as applicable;

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

“ VRT Options ” mean stock options of VRT, of which, as of the date of this Agreement, there are options outstanding entitling the holders to purchase 1,215,738 VRT Shares at a price of $0.15 per VRT Share on or before April 24, 2025;

“ VRT Shares ” means the common shares in the capital of VRT; and

2. Paramountcy

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

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations shall amalgamate to create and continue as Amalco under the provisions of Section 181 of the CBCA, on the terms and conditions set out in this Agreement.

4. Filing of Articles

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

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in Article 7 of the Business Combination Agreement. The signing and delivery of the Articles of Amalgamation by HempCo and Newco shall be conclusive evidence that such conditions have been satisfied to the satisfaction of HempCo and VRT, or waived by the party entitled to make such waiver, and that HempCo and Newco may amalgamate in accordance with the provisions of this Agreement.

6. Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a) HempCo and Newco will amalgamate under the provisions of the CBCA and continue as one amalgamated corporation, being Amalco;
(b) each issued and outstanding HempCo Share (other than HempCo Shares held by Dissenting Shareholders) shall be exchanged for that number of Consolidated VRT Shares as is determined in accordance with the Exchange Ratio, following which all such HempCo Shares shall be cancelled;
(c) each holder of HempCo Warrants shall receive, in exchange and replacement for their HempCo Warrants, Replacement Warrants, following which all such HempCo Warrants shall be cancelled;
(d) each outstanding Newco Share will be exchanged for Amalco Shares on the basis of one (1) Amalco Share for each Newco Share, following which all such Newco Shares shall be cancelled;
(e) as consideration for the issuance of the Consolidated VRT Shares to the holders of HempCo Shares to effect the Amalgamation, Amalco will issue to VRT one (1) fully paid Amalco Share for each Consolidated VRT Share so issued;
(f)
Amalco will be a wholly-owned Subsidiary of VRT;
(g) the property of each of Newco and HempCo will continue to be the property of Amalco;
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(h) Amalco will continue to be liable for the obligations of each of Newco and HempCo;
(i) an existing cause of action, claim or liability to prosecution of either Newco or HempCo will be unaffected;
(j) a civil, criminal or administrative action or proceeding pending by or against either Newco or HempCo may be continued to be prosecuted by or against Amalco; and
(k) a conviction against, or ruling, order or judgment in favour of or against, either Newco or HempCo may be enforced by or against Amalco.

7. Articles of Amalgamation

The Articles of Amalgamation of Amalco shall be in the form annexed hereto as Exhibit “A”.

8. Name

The Name of Amalco shall be “Indigenous Bloom Hemp Corporation” or such other name as mutually agreed to by the Parties.

9. Registered and Records Offices

Until changed in accordance with the CBCA, the registered and records offices of Amalco shall be located at 3200 – 650 West Georgia Street, Vancouver, British Columbia, V6B 4P7.

10. Authorized Capital

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

11. Share Transfer Restrictions

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

12. Business

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

13. Number of Directors

The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, the exact number of which shall be determined by the directors from time to time.

14. First Directors

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

Name Mark Roseborough	Address 4812 Lakeshore Cr.	Resident Canada
		Canada

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

15. By-Laws

The By-Laws of Amalco shall be the By-Laws of Newco, until repealed or amended.

16. Fractional Shares

No fractional Consolidated VRT Shares or Amalco Shares will be issued or delivered to any former HempCo Shareholders or the former Newco Shareholder otherwise entitled thereto, if any. Instead, the number of Consolidated VRT Shares or Amalco Shares issued to each former holder of HempCo Shares or Newco Shares will be rounded down to the nearest whole number without any payment in respect thereof.

17. Stated Capital

The stated capital account in the records of Amalco for the Amalco Shares shall be equal to the stated capital attributed to the HempCo Shares and the Newco Shares, determined immediately before the Amalgamation.

18. Delivery of Securities Following Amalgamation as soon as Practicable After the Effective Date:

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

(c) As soon as practicable after the Effective Date, the Depository will forward to, or hold for pick-up by, each former HempCo Warrant holder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing their HempCo Warrants or such other evidence of ownership of such HempCo Warrants as is satisfactory to the Depositary, acting reasonably, the certificates representing the Replacement Warrants to which such HempCo Warrant holder is entitled, in accordance with its Letter of Transmittal, all in accordance with the provisions of this Agreement.

19. Negative Covenants

From the date hereof to and including the Effective Date, each of HempCo, Newco and VRT covenants that it will not:

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

20. Termination

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

21. Governing Law

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

22. Further Assurances

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

23. Time of the Essence

Time shall be of the essence of this Agreement.

24. Amendments

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

25. Counterparts

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

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

VERITAS PHARMA INC.

Per:

12302161 CANADA INC.

Per:

INDIGENOUS BLOOM HEMP CORPORATION

Per:

EXHIBIT “A” ARTICLES OF AMALGAMATION

(TO BE INSERTED)

AI assistant

Indigenous Bloom Hemp Corp. — Merger & Acquisition 2021

47231_rns_2021-03-16_876c7091-7307-4709-af3d-e6894cad0d4a.pdf

INDIGENOUS BLOOM HEMP CORPORATION

and

VERITAS PHARMA INC.

and

BUSINESS COMBINATION AGREEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

Page

BUSINESS COMBINATION AGREEMENT

BETWEEN:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Singular, Plural, etc.

1.3 Deemed Currency

1.4 Headings, etc.

1.5 Date for any Action

1.6 Governing Law

1.7 Attornment

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

2.2 Implementation Covenants

(g)

Replacement Warrants

2.3 Board of Directors and Senior Officers

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of HempCo

3.2 Representations and Warranties of VRT

3.3 Survival

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Newco Shareholder Meeting and Resolution in Lieu of Meeting by VRT

5.2 Representations and Warranties

5.3

Notice of Material Change

5.4 Non-Solicitation

5.5 Other Covenants

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

6.2 Additional Agreements

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

7.2 Additional Conditions Precedent to the Obligations of HempCo

7.3 Additional Conditions Precedent to the Obligations of VRT

7.4 Merger of Conditions

7.5 Closing Matters

ARTICLE 8 POST-CLOSING MATTERS

8.1 VRT Shareholders Meeting

ARTICLE 9

TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

9.1 Termination

9.2 Effect of Termination

9.3 Fees and Expenses

9.4 Amendment

9.5 Dissenting Shareholders

9.6 Waiver

ARTICLE 10 GENERAL

10.1 Notices

10.2 Assignment

10.3 Complete Agreement

10.4 Further Assurances

10.5 Severability

10.6 Counterpart Execution and Electronic Execution

10.7 Investigation by Parties

10.8 Public Announcement; Disclosure and Confidentiality

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INDIGENOUS BLOOM HEMP CORPORATION

VERITAS PHARMA INC.

SCHEDULE A AMALGAMATION AGREEMENT

AMONG:

VERITAS PHARMA INC. ,

12302161 CANADA INC.

INDIGENOUS BLOOM HEMP CORPORATION

1. Interpretation

2. Paramountcy

3. Agreement to Amalgamate

Indigenous Bloom Hemp Corp. Merger & Acquisition 2021