Levitee Labs Inc. — Regulatory Filings 2021

Jul 10, 2021

POOLING AGREEMENT

This document is dated for reference as of July 8, 2021 and references an arrangement

AMONG:

LEVITEE LABS INC. , a company incorporated pursuant to the laws of British Columbia and with a registered office at 6th Floor, 905 West Pender Street, Vancouver, BC, V6C 1L6

(the “ Issuer ”)

AND:

THOSE SHAREHOLDERS OF LEVITEE LABS INC. set forth as Schedule “A” hereto

(each, a “ Shareholder ” and, collectively, the “ Shareholders ”)

WHEREAS:

• A. Pursuant to the subscription agreements through which the Shareholders subscribed for common shares of the Issuer listed next their names in Schedule “A” (collectively, the “ Shares ”), the Shareholders agreed to pool the Shares upon the closing of the Issuer’s listing on the Canadian Securities Exchange (the “ Listing Date ”) on the terms and conditions as set forth herein; and

• B. This document evidences the foregoing pooling arrangement to which the Shares are pooled.

1. Placement of Shares in Pool

• 1.1 The Shares will be released from pooling as follows:

Release Date	Percentage of Shares Released from Pooling
6 months from Listing Date	100%

1.2 Legends will be placed on the Shares so as to give effect to the pooling of the Shares contemplated hereby.

2. Voting of Shares in Pool

• 2.1 The Shareholders may exercise all voting rights attached to the Shares held by them.

3. Waiver of Shareholder’s Rights

3.1 The Shareholders waive no rights attached to the Shares held by them, except the right to sell or otherwise transfer the Shares while they are pooled.

• 2 -

The Issuer has executed and delivered this document as of the date first referenced above, as evidence of the arrangement described herein.

LEVITEE LABS INC.

Per: /s/ Pouya Farmand Authorized Signatory

SCHEDULE “A”

SHARES SUBJECT TO POOLING

Name of Shareholder	Number of Shares
Aadam Tejpar	50,000
Alexander Buev	40,000
Alexander Case	250,000
Alexander Yagnatiev	50,000
Anahita Mafibalani	100,000
Anthony Max Kevin Mar	30,000
Birmingham Consulting Ltd.	100,000
Brent Hogarth	100,000
Brigitte Robinson	50,000
C.C. Investments Ltd.	300,000
Derek De Giovanni	75,000
Deven Bhatt	50,000
Dr. Peter Channan Medical Professional Corporation	100,000
Evergreen Holding Company Ltd.	500,000

• 4 -

Ghahary Consulting Services Inc.	200,000
JLS Services, LLC	100,000
Kaviraj Pooni	50,000
Kyle Haddow	100,000
Magic Rahmati	50,000
Mahyar Gaeni	50,000
Marcie Mezzarobba	100,000
Marko Ferenc	75,000
Miguel de Sousa	25,000
Nicole Vicente	50,000
Parisa Farmand	50,000
Randy Hildebrandt	100,000
Ron Segev	100,000
Roxana Sarvghad Moghadam	100,000
Saeid Ansari	200,000
Semida Viseroiu	75,000
Shahin Behroyan	50,000

• 5 -

Shayan sepehripour	50,000
Siavash Ashrafinia	150,000
Simintadj Badr	50,000
Sofia Capital Corp.	100,000
Sohrab Mehregani (Canaccord acc: 20J258A1)	50,000
Soroush Ansari	100,000
Steven Sugrim	50,000
Thomas & Brenda Haddow	100,000
Vladimir Zadorojnyi	50,000
Vortep Kasi Holdings Inc.	500,000
Yvette Sheppard	20,000
Zahra Forghani	50,000
TOTAL	4,540,000