Marvel Biosciences Corp. - Proxy Solicitation & Information Statement 2021

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on January 10, 2022

and

MANAGEMENT INFORMATION CIRCULAR

with respect to an arrangement involving

MINDBEACON HOLDINGS INC.

and

CLOUDMD SOFTWARE & SERVICES INC.

The Board of Directors unanimously recommends that Shareholders vote FOR the Arrangement Resolution

December 10, 2021

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult with your broker, investment dealer, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

Your vote is very important regardless of the number of securities you own. We urge you to vote using the enclosed form of proxy or voting instruction form even if you are able to attend the meeting. Please carefully follow the instructions provided to vote your securities. If you have any questions or need assistance voting your securities, please contact the strategic shareholder advisor and proxy solicitation agent:

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Kingsdale Advisors North American Toll-Free: 1-888-302-5677 Outside North America Call Collect: 1-416-867-2272 Email: [email protected]

December 10, 2021

Dear Shareholders,

The board of directors (the “ Board of Directors ”) of MindBeacon Holdings Inc. (“ MindBeacon ” or the “ Company ”) cordially invites you to attend a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of the Company to be held in a virtual only meeting format via live webcast online at https://web.lumiagm.com/458290597 on January 10, 2022 at 10:00 a.m. (Toronto time).

Given the coronavirus (COVID-19) pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of the Company’s community, Shareholders and employees, the Company has made the decision to hold the Meeting in a virtual only format. Shareholders, regardless of geographic location and ownership, will have an opportunity to participate at the Meeting and engage with the directors of the Company and management by following the registration process outlined in the Information Circular.

THE TRANSACTION

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve a special resolution (the “ Arrangement Resolution ”) approving a statutory plan of arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act involving the Company and CloudMD Software & Services Inc. (the “ Purchaser ”) pursuant to which the Purchaser will acquire all of the issued and outstanding Shares. Under the terms of the Arrangement, the holders of Shares will receive, in exchange for each Share, (i) $1.22 in cash and (ii) 2.285 of a validly issued, fully paid and nonassessable common shares of the Purchaser (a “ Purchaser Share ”) (collectively, the “ Consideration ”). The Meeting is being called and the Arrangement is being pursued pursuant to an arrangement agreement (the “ Arrangement Agreement ”) entered into between the Purchaser and the Company on November 14, 2021.

BOARD RECOMMENDATION

The Board of Directors unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

REASONS FOR THE ARRANGEMENT

The recommendation of the special committee of the Board of Directors (the “ Special Committee ”) and the Board of Directors that Shareholders vote FOR the Arrangement Resolution is based on various factors, including those presented below. A full description of the information and factors considered by the Special Committee and the Board of Directors is located in the accompanying management information circular (the “ Information Circular ”).

Ability to Participate in Future Potential Growth of the Purchaser. The Share Consideration being offered to the Shareholders under the Arrangement allows Shareholders to have an opportunity to participate in any potential increase in the value of the Purchaser after the Effective Date. The value of the Purchaser after the Effective Date may benefit from, among other things, the following:
Strength of the Purchaser following Acquisition of the Company. The Purchaser, after it has acquired the Company, will have a digital health platform expected to be one of North America’s leading fully-integrated health offerings, with a clinically-validated, broad continuum of care to address mild, moderate, acute and chronic mental and physical care.
Increased Scale and Financial Strength. The Purchaser is anticipated to benefit from a strong pro forma balance sheet, more robust cash flow and improved ability to raise capital and issue shares, each of which are expected to support the Purchaser’s organic and acquisitive growth initiatives following completion of the Arrangement.
Potential Revenue Opportunities and Customer Diversification. The Purchaser will benefit from potential cross-selling revenue opportunities from the Purchaser’s current five million covered lives, combined 5,500 corporate clients, and the Company’s strategic government and employer relationships. The Purchaser will benefit from an increased customer base as a result of acquiring the Company and will not have the concentration risk that the Company has with the agreement with Ontario Telemedicine Network, a division

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of Ontario Health, an agency established under the Ministry of Health, for the provision of psychology services in Ontario.

Anticipated Operational Synergies. The Purchaser has already identified cost savings of approximately $2 million and cross-sell synergies and has started to plan the integration of the Company’s synergistic healthcare solutions into its mental health services offerings. In addition, the Purchaser believes there are an additional $2 million in potential synergies available over time through the integration of the Company and the Purchaser’s other acquisitions.
Accelerated U.S. Expansion. The Company’s recent acquisition of a U.S.-based mental health provider combined with the Purchaser’s U.S.-based digital services and a dedicated U.S. sales team is expected to accelerate the expansion into the U.S. through organic growth and new and/or expanding distribution channels.
Significant Premium to the Shareholders. The implied offer price of $4.78 represents a premium of approximately 49% to the seven (7)-day volume weighted average price of the Shares as of November 12, 2021, the last trading day prior to the announcement of the Arrangement.
Certainty of Value and Liquidity. The Cash Consideration being offered to the Shareholders under the Arrangement allows Shareholders to immediately realize value for a portion of their investment and provides certainty of value and immediate liquidity.
Canadian Tax Deferral . Shareholders who hold their Shares as capital property, who are Eligible Holders, who receive Purchaser Shares under the Arrangement and who properly complete and file the required tax election, may benefit from a full or partial Canadian tax deferral in respect of capital gains that would otherwise be realized on the disposition of Shares. See “ Certain Canadian Federal Income Tax Considerations ”.
Fairness Opinion. The Board of Directors and the Special Committee received the Fairness Opinion, which provided that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. See “ The Arrangement – Fairness Opinion ”.
Increased Trading Liquidity. The Purchaser after completion of the Arrangement will have a broader shareholder base and an expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Purchaser’s investor appeal with enhanced market interest and analyst coverage. By contrast, the Company has historically experienced limited trading liquidity, which makes it difficult for Shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
Consideration of Strategic Alternatives. The Board of Directors and the Special Committee conducted a review of various strategic alternatives, including the Company continuing to operate as an independent stand-alone business, and the Company entering into a strategic or sale arrangement with another interested party. In furtherance of the foregoing, the Board of Directors and the Special Committee took into consideration the potential rewards, risks and uncertainties associated with these and other alternatives, including stock market uncertainties which could affect the value of the Shares. Following a consideration of the alternatives available to the Company, the Board of Directors and the Special Committee concluded that the Arrangement is the most favourable alternative for the Company to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to the Company. These included:
Executing on Its Current Strategic Plan. The Special Committee and the Board undertook a detailed assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company as an independent, publicly traded company, including the challenges the Company has experienced and the risks facing the Company described above under “ The Arrangement – Background to the Arrangement ”; and
Sale to a Potential Competing Bidder. It was the Special Committee’s and the Board of Directors’ view that there was significant uncertainty associated with realizing an alternative transaction with another potential buyer on more attractive terms, in light of the fact that that ten prospective strategic buyers were contacted

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prior to entering into exclusivity with the Purchaser and none of the other proposals provided for terms that were more attractive than those offered by the Purchaser. The Special Committee and the Board also identified the Purchaser as a strong strategic partner for the Company with high synergistic opportunities.

Procedural Safeguards. For the Arrangement to proceed, among other things, (i) the Arrangement Resolution must be approved by not less than two-thirds of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, (ii) the Arrangement Resolution must be approved by a simple majority of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of MI 61-101, and (iii) the Arrangement must be approved by the Ontario Superior Court of Justice (Commercial List), which will consider, among other things, the fairness of the Arrangement. In addition, Shareholders have been provided with Dissent Rights with respect to the Arrangement.
Arm’s Length Negotiations and Oversight. The Arrangement Agreement is the result of robust, arm’s length negotiations involving the Company, on the one hand, and the Purchaser, on the other hand. Extensive financial, legal and other advice was provided to the Special Committee and the Board of Directors. Such advice included detailed financial advice from highly qualified financial advisors, including with respect to remaining an independent publicly traded company and continuing to pursue the Company’s business plan on a stand-alone basis.
Director & Officer and Shareholder Support. Directors, executive officers and the other Supporting Shareholders, representing in the aggregate approximately 28% of the issued and outstanding Shares, have entered into irrevocable Support and Voting Agreements pursuant to which each has agreed to vote in favour of the Arrangement Resolution, subject to customary exceptions.
Ability to Respond to Superior Proposal. Under the Arrangement Agreement, the Board of Directors, in certain circumstances prior to Shareholder approval being obtained in respect of the Arrangement, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Resolution. In the view of the Board of Directors and the Special Committee, the amount of the Termination Fee (being $4.1 million), which is payable by the Company in certain circumstances described under “ Summary of Material Agreements – The Arrangement Agreement – Termination – Termination Fees ” would not preclude a third party from making a Superior Proposal.
Limited Conditions to Closing. The Purchaser’s obligation to complete the transaction is subject to a limited number of customary conditions the Special Committee and the Board of Directors believe are reasonable in the circumstances. The completion of the Arrangement is not subject to any financing condition or approval by shareholders of the Purchaser.
Dissent Rights. Shareholders have the right to dissent with respect to the Arrangement Resolution and demand payment of the fair value of their Shares.

In the course of their deliberations, the Special Committee and the Board of Directors also identified and considered a variety of risks (as described in greater detail under “ Risk Factors ”) and potentially negative factors relating to the Arrangement, including the following:

the risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuit of the Arrangement, the diversion of management’s attention away from conducting the Company’s business in the ordinary course and the potential impact on the Company’s current business relationships (including with current and prospective employees, customers, suppliers and partners);
the limitations contained in the Arrangement Agreement on the Company’s ability to solicit alternative transactions from third parties, as well as the fact that if the Arrangement Agreement is terminated in certain circumstances the Company may be required to pay the Termination Fee or the expense reimbursement, which may adversely affect the Company’s financial condition;
the fact that if the Arrangement Agreement is terminated and the Board of Directors decides to seek another transaction or business combination, there is no assurance that the Company will be able to find a party willing to pay greater or equivalent value compared to the Consideration available to Shareholders under the Arrangement

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or that the continued operation of the Company under its current business model will yield equivalent or greater value to Shareholders compared to that available under the Arrangement Agreement;

the restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Company’s business and operations during the period between the execution of the Arrangement Agreement and the consummation of the Arrangement or the termination of the Arrangement Agreement;
the conditions to the Purchaser’s obligation to complete the Arrangement and the rights of the Purchaser to terminate the Arrangement Agreement in certain circumstances;
the fact that under the Arrangement Agreement, the Company’s directors and certain of its executive officers may receive benefits that differ from, or be in addition to, the interests of Shareholders generally as described under “ The Arrangement – Interests of Certain Persons in the Arrangement ”; and
other risks associated with the parties’ ability to complete the Arrangement.

In reaching their respective determinations, the Special Committee and the Board of Directors also considered and evaluated, among other things, current industry, economic and market conditions and trends, including the impact of the COVID-19 pandemic; and other stakeholders, including creditors, employees, customers and the communities in which the Company operates, and noted in this regard the longer-term prospects of the Purchaser whose financial and strategic resources are well-suited to the underlying nature of the Company’s business.

The Special Committee and the Board of Directors’ reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “ Management Information Circular – Forward-Looking Statements ” and “ Risk Factors ”.

SUPPORT AGREEMENTS

The Company’s directors and senior management team, together with certain significant shareholders of the Company (the “ Supporting Shareholders ”), have entered into voting support agreements pursuant to which they have agreed to vote their Shares, representing in aggregate approximately 28% of the issued and outstanding Shares as of the Record Date (as defined below), in favour of the Arrangement Resolution.

APPROVAL REQUIREMENTS

The Board of Directors has set the close of business on November 29, 2021 (the “ Record Date ”) as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution. Each Share entitled to be voted at the Meeting will entitle the holder thereof as of the Record Date to one (1) vote at the Meeting in respect of the Arrangement Resolution.

Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated December 10, 2021, as same may be amended, modified or varied, and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), the Arrangement Resolution will require the affirmative vote of: (a) at least two-thirds (2/3) of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than any person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101.

The Arrangement is subject to customary closing conditions for a transaction of this nature, including court and shareholder approvals. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed shortly after the Meeting (on or about January 14, 2022), and as a Shareholder, you will receive payment for your Shares shortly after closing, provided, if you are a registered holder of Shares (a “ Registered Shareholder ”), that the depositary receives your duly completed letter of transmittal, together with any other documents required by the depositary.

The accompanying notice of special meeting (the “ Notice of Meeting ”) and Information Circular contain a detailed description of the Arrangement and set forth the actions to be taken by you at the Meeting. You should carefully consider all

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of the relevant information in the Notice of Meeting and the Information Circular and consult with your financial, legal or other professional advisors if you require assistance.

If you are a registered shareholder, we are asking you to take two actions.

First, your vote is important regardless of how many Shares you own. Shareholders are encouraged to vote in advance of the Meeting. If you are a Registered Shareholder, whether or not you plan to attend the Meeting, to vote your Shares at the Meeting, you can either return a duly completed and executed form of proxy to the Company’s transfer agent, TSX Trust Company (the “ Transfer Agent ”), Proxy Department, by mail at: P.O. Box 721 Agincourt, ON M1S 0A1, or via the internet at https://astvotemyproxy.com not later than 10:00 a.m. (Toronto time) on January 6, 2022 or, if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Toronto time) on the second (2[nd] ) business day before any adjournment or postponement of the Meeting. If you hold Shares through a broker, investment dealer, bank, trust company or other intermediary (a “ Beneficial Shareholder ”), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

Second, if the Arrangement is approved and completed, before the Purchaser can issue the Consideration for your Shares, the depositary will need to receive the applicable letter of transmittal completed by you, together with the certificates representing the Shares and any additional documents that may be required. Registered Shareholders must complete, sign, date and return the enclosed letter of transmittal. If you are a Beneficial Shareholder, you will receive payment for your Shares through your financial intermediary if the Arrangement is completed.

If you have any questions with regard to the procedures for voting, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors , by telephone at 1-888-302-5677 toll-free in North America, 1-416867-2272 (outside of North America) or by e-mail at [email protected].

On behalf of the Company, I would like to thank all of our Shareholders for their continuing support.

Yours very truly,

(Signed) “ Samuel L. Duboc”

Chair, Board of Directors

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MINDBEACON HOLDINGS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of MindBeacon Holdings Inc. (“ MindBeacon ” or the “ Company ”) will be held in a virtual only meeting format via live webcast online at https://web.lumiagm.com/458290597 on January 10, 2022 at 10:00 a.m. (Toronto time) for the following purposes:

(a) to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated December 10, 2021, as same may be amended, modified, supplemented or varied (the “ Interim Order ”), and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Appendix “B” to the accompanying management information circular dated December 10, 2021 (the “ Information Circular ”), and is incorporated by reference herein, to approve a proposed plan of arrangement (the “ Plan of Arrangement ”) involving MindBeacon and CloudMD Software & Services Inc. (the “ Purchaser ”) pursuant to Section 192 of the Canada Business Corporations Act (the “ CBCA ”), as contemplated by an arrangement agreement dated November 14, 2021 (the “ Arrangement Agreement ”) among MindBeacon and the Purchaser, all as more particularly described in the accompanying Information Circular; and
(b) to transact such other business as may properly be brought before the Meeting.

Registered Shareholders and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholders and registered their appointment with the Transfer Agent (as defined below) as described in the Information Circular, will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/458290597 . Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting. Additional instructions are provided in the Information Circular and accompanying materials as to how Shareholders and duly appointed proxyholders can vote their Shares at the Meeting.

Shareholders are entitled to vote at the Meeting either by attending the virtual meeting and voting while the meeting is in session or by proxy at any time prior to the proxy cut-off, with each Share entitling the holder thereof to one vote at the Meeting. The board of directors of the Company (the “ Board of Directors ”) has fixed November 29, 2021 (the “ Record Date ”), as the record date for determining Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the register of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

If you are a registered Shareholder, to ensure that your vote is recorded, please return the enclosed form of proxy in the envelope provided for that purpose, properly completed and duly signed, to the Company’s transfer agent, TSX Trust Company (the “ Transfer Agent ”), Proxy Department, P.O. Box 721 Agincourt, ON M1S 0A1, or vote by telephone or internet in accordance with the instructions included with the form of proxy, not later than 10:00 a.m. (Toronto time) on January 6, 2022 or, if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Toronto time) on the second (2[nd] ) business day before any adjournment or postponement of the Meeting, whether or not you plan to attend the Meeting. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you hold your Shares through a broker, investment dealer, bank, trust company or other intermediary (an “ Intermediary ”), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

The voting rights attached to the Shares represented by a proxy in the enclosed form of proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted FOR the Arrangement Resolution.

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A registered Shareholder who has given a proxy may revoke such proxy by: (a) completing and signing a proxy bearing a later date and depositing it with the Transfer Agent in accordance with the instructions set out above, or (b) depositing an instrument in writing executed by the registered Shareholder or by such Shareholder’s personal representative authorized in writing (i) at the office of the Transfer Agent no later than 10:00 a.m. (Toronto time) on January 6, 2022 or in the event that the Meeting is adjourned or postponed, no later than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays, before any reconvened or postponed Meeting, (ii) with the scrutineers of the Meeting, addressed to the attention of the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed Meeting on the day of such reconvened or postponed Meeting, or (iii) in any other manner permitted by law. In addition, if you are a Registered Shareholder, once you log in to the Meeting and you accept the terms and conditions, you may (but are not obliged to) revoke any and all previously submitted proxies by voting by poll of the matters put forth at the Meeting. If you attend the Meeting but do not vote by poll, your previously submitted proxy will remain valid.

A non-registered Shareholder who has given voting instructions to an Intermediary may revoke such voting instructions by following the instructions of such Intermediary. However, an Intermediary may be unable to take any action on the revocation if such revocation is not provided to such Intermediary sufficiently in advance of the Meeting or any adjournment or postponement thereof.

Pursuant to the Interim Order, registered Shareholders have been granted the right to dissent in respect of the Arrangement and to be paid an amount equal to the fair value of their Shares. This dissent right, and the procedures for its exercise, are described in the Information Circular under “ Information Concerning the Meeting – Dissent Rights of Shareholders ”. Failure to comply strictly with the dissent procedures described in this Information Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Shares registered in the name of an Intermediary who wish to dissent should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Shares desiring to exercise this right must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such right to dissent on the Shareholder’s behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the CBCA, as modified by the Interim Order and the Plan of Arrangement, may prejudice such Shareholder’s right to dissent.

If you have any questions about submitting your Shares for the Arrangement including with respect to completing the letter of transmittal, please contact Endeavor Trust Corporation, who is acting as depositary under the Arrangement, at 604559-8880 or by email at [email protected].

Dated at Toronto, Ontario this 10[th] day of December, 2021.

By order of the Board of Directors /s/ SAMUEL L. DUBOC

Samuel L. Duboc Chair, Board of Directors

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IMPORTANT

Shareholders are encouraged to vote. Please complete, date and sign the enclosed form of proxy or voting instruction form and return it in the envelope provided for that purpose. Proxies, to be valid, must be deposited at the office of the Transfer Agent, located at 1 Toronto Street Suite 1200, Toronto, ON M5C 2V6, no later than 10:00 a.m. (Toronto time) on January 6, 2022 or, in the event the Meeting is adjourned or postponed, then not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened. If you appoint John Plunkett or Dan Clark as your proxyholder, your Shares will be voted in accordance with your instructions in the form of proxy or voting instruction form or, if no such instructions are given, such proxyholders will vote IN FAVOUR of the Arrangement Resolution . Shareholders may also vote by telephone or Internet by following the instructions provided in the enclosed form of proxy. If you choose to vote by telephone or Internet prior to the Meeting, your vote must also be cast no later than 10:00 a.m. (Toronto time) on January 6, 2022 or, in the event the Meeting is adjourned or postponed, then not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS .................................................................................................... VI IMPORTANT ......................................................................................................................................................................... VIII TABLE OF CONTENTS........................................................................................................................................................... IX MANAGEMENT INFORMATION CIRCULAR ....................................................................................................................... 1 Introduction ......................................................................................................................................................................... 1 Information Concerning the Purchaser ................................................................................................................................ 1 Forward-Looking Statements .............................................................................................................................................. 1 Notice to Securityholders in the United States .................................................................................................................... 2 Currency .............................................................................................................................................................................. 3 QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT ...................................................... 4 SUMMARY ............................................................................................................................................................................... 15 The Meeting ...................................................................................................................................................................... 15 Meeting and Record Date ......................................................................................................................................... 15 How to Attend the Meeting ...................................................................................................................................... 15 The Arrangement Resolution .................................................................................................................................... 15 Voting at the Meeting ............................................................................................................................................... 16 Background to the Arrangement ....................................................................................................................................... 16 Recommendation of the Special Committee ..................................................................................................................... 16 Recommendation of the Board of Directors ...................................................................................................................... 16 Reasons for the Arrangement ............................................................................................................................................ 16 Fairness Opinion ............................................................................................................................................................... 19 Arrangement Steps ............................................................................................................................................................ 19 Arrangement Agreement ................................................................................................................................................... 20 Parties to the Arrangement ................................................................................................................................................ 20 MindBeacon ............................................................................................................................................................. 20 CloudMD .................................................................................................................................................................. 20 Termination Fees ............................................................................................................................................................... 21 Support and Voting Agreements ....................................................................................................................................... 21 Interests of Certain Persons ............................................................................................................................................... 21 Depositary ......................................................................................................................................................................... 21 Risk Factors ....................................................................................................................................................................... 21 INFORMATION CONCERNING THE MEETING ................................................................................................................. 22 Date, Time and Place of Meeting ...................................................................................................................................... 22 Solicitation of Proxies ....................................................................................................................................................... 22 Attending a Virtual Only Meeting..................................................................................................................................... 22 Voting Process .................................................................................................................................................................. 23 Record Date ....................................................................................................................................................................... 24 Appointment of Proxyholders ........................................................................................................................................... 24 Revocation of Proxies ....................................................................................................................................................... 25 Exercise of Voting Rights by Proxies ............................................................................................................................... 25 Dissent Rights of Shareholders ......................................................................................................................................... 25 THE ARRANGEMENT ............................................................................................................................................................ 29 Background to the Arrangement ....................................................................................................................................... 29 Recommendation of the Special Committee ..................................................................................................................... 33 Recommendation of the Board of Directors ...................................................................................................................... 33 Reasons for the Arrangement ............................................................................................................................................ 33 Support and Voting Agreements ....................................................................................................................................... 36 Fairness Opinion ............................................................................................................................................................... 37 Arrangement Steps ............................................................................................................................................................ 38 Effective Date ................................................................................................................................................................... 39 Fees and Expenses............................................................................................................................................................. 39 Source of Funds................................................................................................................................................................. 40 Interests of Certain Persons in the Arrangement ............................................................................................................... 40

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Retention Bonuses .................................................................................................................................................... 40 Intentions of Directors and Executive Officers ........................................................................................................ 40 Company Options ..................................................................................................................................................... 40 RSUs ......................................................................................................................................................................... 41 DSUs ........................................................................................................................................................................ 41 PSUs ......................................................................................................................................................................... 41 Securityholdings ....................................................................................................................................................... 41 Insurance and Indemnification .......................................................................................................................................... 42 Required Shareholder Approval ........................................................................................................................................ 42 Regulatory Matters ............................................................................................................................................................ 42 Court Approval ......................................................................................................................................................... 42 Canadian Securities Law Matters ............................................................................................................................. 43 U.S. Securities Law Matters ..................................................................................................................................... 45 Effects on the Company if the Arrangement is Not Completed ........................................................................................ 46 RISK FACTORS ....................................................................................................................................................................... 46 Risk Factors Relating to the Arrangement ........................................................................................................................ 47 Risk Factors Related to the Business of the Company ...................................................................................................... 48 Risk Factors Related to the Business of the Purchaser ...................................................................................................... 48 Risks Related to the Purchaser After Completion of the Arrangement ............................................................................. 49 ARRANGEMENT MECHANICS ............................................................................................................................................ 49 Depositary Agreement ...................................................................................................................................................... 49 Certificates and Payment ................................................................................................................................................... 50 Letter of Transmittal ......................................................................................................................................................... 52 Beneficial Shareholders Receiving Purchaser Shares ....................................................................................................... 52 THE ARRANGEMENT AGREEMENT .................................................................................................................................. 53 Conditions to the Arrangement Becoming Effective ........................................................................................................ 53 Mutual Conditions Precedent ................................................................................................................................... 53 Additional Conditions Precedent to the Obligations of the Purchaser ...................................................................... 53 Additional Conditions Precedent to the Obligations of the Company ...................................................................... 54 Representations and Warranties ........................................................................................................................................ 54 Covenants .......................................................................................................................................................................... 55 Conduct of Business of the Company....................................................................................................................... 55 Conduct of Business of the Purchaser ...................................................................................................................... 58 Covenants of the Company Relating to the Arrangement ........................................................................................ 58 Covenants of the Purchaser Relating to the Arrangement ........................................................................................ 60 Access to Information; Confidentiality ............................................................................................................................. 61 Disclosure of Personal Information .......................................................................................................................... 61 Pre-Acquisition Reorganization ................................................................................................................................ 62 Public Communications ............................................................................................................................................ 63 Notice and Cure Provisions ...................................................................................................................................... 63 Insurance and Indemnification ................................................................................................................................. 64 Term and Termination of the Arrangement Agreement .................................................................................................... 64 Definition of Outside Date........................................................................................................................................ 66 Termination Fees ...................................................................................................................................................... 66 Expenses and Expense Reimbursement .................................................................................................................... 68 Injunctive Relief ................................................................................................................................................................ 68 Amendments ..................................................................................................................................................................... 69 Governing Law.................................................................................................................................................................. 69 COMPARISON OF RIGHTS OF MINDBEACON SHAREHOLDERS AND CLOUDMD SHAREHOLDERS .................. 69 INFORMATION CONCERNING THE COMPANY ............................................................................................................... 69 General .............................................................................................................................................................................. 69 Description of Share Capital ............................................................................................................................................. 70 Trading in Shares .............................................................................................................................................................. 70 Previous Purchases and Sales ............................................................................................................................................ 70 Previous Distributions ....................................................................................................................................................... 70 Dividend Policy ................................................................................................................................................................. 71

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Material Changes in the Affairs of the Company .............................................................................................................. 71
Company Documents Incorporated by Reference ............................................................................................................. 71
INFORMATION CONCERNING THE PURCHASER ........................................................................................................... 72
General .............................................................................................................................................................................. 72
Description of Share Capital ............................................................................................................................................. 73
Price Range and Trading Volumes of Purchaser Shares ................................................................................................... 73
Prior Sales ......................................................................................................................................................................... 74
Consolidated Capitalization .............................................................................................................................................. 75
Dividend Policy ................................................................................................................................................................. 75
Auditors, Transfer Agents and Registrars ......................................................................................................................... 75
Documents Incorporated by Reference ............................................................................................................................. 76
INFORMATION CONCERNING THE PURCHASER AFTER COMPLETION OF THE ARRANGEMENT ..................... 77
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................................................................ 78
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................................ 84
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE ................................................................................................. 84
AUDITORS ............................................................................................................................................................................... 85
OTHER INFORMATION AND MATTERS ............................................................................................................................ 85
INTEREST OF EXPERTS, CERTAIN PERSONS AND COMPANIES ................................................................................. 85
ADDITIONAL INFORMATION .............................................................................................................................................. 85
APPROVAL OF THE INFORMATION CIRCULAR.............................................................................................................. 86
CONSENT OF TD SECURITIES INC. .................................................................................................................................... 87
APPENDIX “A“ GLOSSARY ................................................................................................................................................ A-1
APPENDIX “B“ ARRANGEMENT RESOLUTION ............................................................................................................. B-1
APPENDIX “C“ ARRANGEMENT AGREEMENT ............................................................................................................. C-1
APPENDIX “D“ PLAN OF ARRANGEMENT ..................................................................................................................... D-1
APPENDIX “E“ FAIRNESS OPINION ................................................................................................................................. E-1
APPENDIX “F“ INTERIM ORDER ....................................................................................................................................... F-1
APPENDIX “G“ NOTICE OF APPLICATION FOR THE FINAL ORDER ......................................................................... G-1
APPENDIX “H“ SECTION 190 OF THE CBCA ................................................................................................................... H-1
APPENDIX “I“ COMPARISON OF RIGHTS OF MINDBEACON SHAREHOLDERS AND CLOUDMD
SHAREHOLDERS ................................................................................................................................................................... I-1

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MANAGEMENT INFORMATION CIRCULAR

Introduction

This management information circular (this “ Information Circular ”) is provided in connection with the solicitation of proxies by and on behalf of management of MindBeacon Holdings Inc. (“ MindBeacon ” or the “ Company ”) for use at the special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of the Company to be held on January 10, 2022, at the time and place and for the purposes stated in the accompanying notice of meeting (the “ Notice of Meeting ”) and any adjournment or postponement thereof.

Unless otherwise noted or the context otherwise indicates, “MindBeacon”, the “Company”, “we”, “us” and “our” refer to MindBeacon Holdings Inc.

All capitalized terms used in this Information Circular but not otherwise defined herein have the meanings set forth in the Glossary of Terms in Appendix “A” or elsewhere in the Information Circular. Information contained in this Information Circular is given as of December 10, 2021, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Information Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company or the Purchaser.

This Information Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Information Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

Descriptions in this Information Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Fairness Opinion or the Interim Order are summaries of the terms of those documents. Shareholders should refer to the full text of each of these documents attached to this Information Circular as Appendices “C”, “D”, “E”, and “F” respectively. You are urged to carefully read the full text of these documents.

Information Concerning the Purchaser

Certain information in this Information Circular pertaining to the Purchaser, including, but not limited to, information pertaining to the Purchaser under “ Information Concerning the Purchaser ” has been furnished by the Purchaser. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by the Purchaser to disclose events or information that may affect the completeness or accuracy of such information.

Forward-looking Statements

Certain statements contained in this Information Circular may constitute forward-looking information under the meaning of applicable securities laws, which are based on the opinions, estimates and assumptions of the Company’s management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Forward-looking information may include views related to the proposed Arrangement, the anticipated benefits of the Arrangement, the completion of the Arrangement and other expectations of the Company and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar words suggesting future outcomes or statements regarding an outlook.

Such statements reflect the Company’s current views with respect to future events and are based on information currently available to the Company and are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information

prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Such assumptions include assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement or the ability of the Board of Directors to consider and approve, subject to compliance by the Company with its obligations under the Arrangement Agreement, a superior proposal for the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this Information Circular. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statement.

Risks and uncertainties inherent in the nature of the Arrangement include, without limitation, the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve, subject to compliance by the Company with its obligations under the Arrangement Agreement, a superior proposal for the Company; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by the Company to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks and uncertainties regarding the Company are described in the Company’s management discussion and analysis for the three and nine months ended September 30, 2021, which is available on SEDAR at www.sedar.com.

These factors should be considered carefully, and the reader should not place undue reliance on the forward-looking information. Forward-looking information is made as of the date of this Information Circular, and the Company does not intend, and does not assume any obligation, to update or revise forward-looking information, except as may be required under applicable laws.

Notice to Securityholders in the United States

THE PURCHASER SHARES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Purchaser Shares to be issued to Securityholders under the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. Such securities will be issued in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the Securityholders at a hearing that all Securityholders have the right to appear and receive timely and adequate notice thereof, and in reliance upon exemptions from the registration requirements of applicable state securities laws. See “ The Arrangement – Regulatory Matters – Court Approval ”. The Purchaser Shares to be issued under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except for restrictions imposed by the U.S. Securities Act on the resale of the Purchaser Shares received pursuant to the Arrangement by persons who are, or within three (3) months before the resale were, “affiliates” (within the meaning of Rule 144 under the U.S. Securities Act) of the Purchaser. See “ The Arrangement – Regulatory Matters – U.S. Securities Law Matters ”.

Securityholders who are citizens or residents of the United States should be aware that the Arrangement described herein may have both U.S. and Canadian tax consequences to them which may not be fully described in this Information

Circular. U.S. holders are urged to consult their own tax advisors with respect to such U.S. and Canadian income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

The Company is a “foreign private issuer” within the meaning of Rule 3b-4 of the U.S. Exchange Act, and this solicitation of proxies is not subject to the proxy requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitation of proxies contemplated herein is made in accordance with Canadian corporate and securities laws, and this Information Circular has been prepared in accordance with the disclosure requirements of Canadian securities laws. Securityholders located or resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws. The financial statements of the Company incorporated by reference herein have been prepared in accordance with IFRS and have been subject to Canadian generally accepted auditing standards. Accordingly, the financial statements of the Company may not be comparable to financial statements prepared in accordance with U.S. GAAP.

The enforcement by investors of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that the Company is organized under the laws of a jurisdiction outside the United States, that certain of their officers and directors include residents of countries other than the United States, that some or all of the experts named in this Information Circular may be residents of countries other the United States, or that all or a substantial portion of the assets of the Company and such persons are located outside the United States. As a result, it may be difficult or impossible for Securityholders in the United States to effect service of process within the United States on the Company or such persons, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the securities laws of the United States. In addition, the Securityholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under U.S. Securities Laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under U.S. Securities Laws.

Currency

All references to “$” and “dollars” are to Canadian dollars. Amounts are stated in Canadian dollars unless otherwise indicated.

All financial statements and financial data derived therefrom included or incorporated by reference in this Information Circular pertaining to the Company or the Purchaser have been prepared in accordance with IFRS as issued by the International Accounting Standards Board.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

This Information Circular is furnished in connection with the solicitation of proxies by or on behalf of management of MindBeacon for use at the Meeting, to be held at 10:00 a.m. (Toronto time) on January 10, 2022 via live webcast available online using the virtual shareholder meeting platform at https://web.lumiagm.com/458290597 for the purposes indicated in the Notice of Meeting.

Your vote is important. The following are key questions that you as a MindBeacon Shareholder may have regarding the proposed Arrangement, to be considered at the Meeting. You are urged to carefully read the remainder of this Information Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” in Appendix “A” of this Information Circular.

Questions Relating to the Arrangement

Q. What is the proposed transaction?

A. On November 14, 2021, MindBeacon and the Purchaser entered into the Arrangement Agreement and announced the Arrangement Agreement on November 15, 2021. Pursuant to the Arrangement, the Purchaser will acquire 100% of MindBeacon’s issued and outstanding Shares, including its cash on hand (which was $53.9 million as at September 30, 2021), for a combination of cash and shares valued at approximately $116 million. Specifically, the terms of the Arrangement Agreement provide that each Share will be exchanged for $1.22 of cash and 2.285 Purchaser Shares. It is expected that the Consideration will be comprised of approximately $29.9 million in cash and 54.8 million Purchaser Shares. The Arrangement will be carried out by way of a court-approved plan of arrangement under the CBCA. On completion of the Arrangement, Shareholders will hold approximately 19.1% of the Purchaser. If the Arrangement is completed, MindBeacon will be a wholly-owned Subsidiary of the Purchaser.

Q. What are the reasons for the proposed transaction?

A. In making their respective recommendations, the Board of Directors and Special Committee reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from the Company’s senior management team and financial and legal advisors, and, in the case of the Board of Directors, the recommendation of the Special Committee. The following are the principal reasons for their respective recommendations:
Ability to Participate in Future Potential Growth of the Purchaser. The Share Consideration being offered to the Shareholders under the Arrangement allows Shareholders to have an opportunity to participate in any potential increase in the value of the Purchaser after the Effective Date. The value of the Purchaser after the Effective Date may benefit from, among other things, the following:
- Strength of the Purchaser following Acquisition of the Company. The Purchaser, after it has acquired the Company, will have a digital health platform expected to be one of North America’s leading fully-integrated health offerings, with a clinically-validated, broad continuum of care to address mild, moderate, acute and chronic mental and physical care.
- Increased Scale and Financial Strength. The Purchaser is anticipated to benefit from a strong pro forma balance sheet, more robust cash flow and improved ability to raise capital and issue shares, each of which are expected to support the Purchaser’s organic and acquisitive growth initiatives following completion of the Arrangement.
- Potential Revenue Opportunities and Customer Diversification. The Purchaser will benefit from potential cross-selling revenue opportunities from the Purchaser’s current five million covered lives, combined 5,500 corporate clients, and the Company’s strategic government and employer relationships. The Purchaser will benefit from an increased customer base as a result of acquiring the Company and will not have the concentration risk that the Company has with the agreement with Ontario Telemedicine Network, a division of Ontario Health, an agency established under the Ministry of Health, for the provision of psychology services in Ontario.
- Anticipated Operational Synergies. The Purchaser has already identified cost savings of approximately $2 million and cross-sell synergies and has started to plan the integration of the Company’s synergistic
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healthcare solutions into its mental health services offerings. In addition, the Purchaser believes there are an additional $2 million in potential synergies available over time through the integration of the Company and the Purchaser’s other acquisitions.

Accelerated U.S. Expansion. The Company’s recent acquisition of a U.S.-based mental health provider combined with the Purchaser’s U.S.-based digital services and a dedicated U.S. sales team is expected to accelerate the expansion into the U.S. through organic growth and new and/or expanding distribution channels.
Significant Premium to the Shareholders. The implied offer price of $4.78 represents a premium of approximately 49% to the seven (7)-day volume weighted average price of the Shares as of November 12, 2021, the last trading day prior to the announcement of the Arrangement.
Certainty of Value and Liquidity. The Cash Consideration being offered to the Shareholders under the Arrangement allows Shareholders to immediately realize value for a portion of their investment and provides certainty of value and immediate liquidity.
Canadian Tax Deferral . Shareholders who hold their Shares as capital property, who are Eligible Holders, who receive Purchaser Shares under the Arrangement and who properly complete and file the required tax election, may benefit from a full or partial Canadian tax deferral in respect of capital gains that would otherwise be realized on the disposition of Shares. See “ Certain Canadian Federal Income Tax Considerations ”.
Fairness Opinion. The Board of Directors and the Special Committee received the Fairness Opinion, which provided that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. See “ The Arrangement – Fairness Opinion ”.
Increased Trading Liquidity. The Purchaser after completion of the Arrangement will have a broader shareholder base and an expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Purchaser’s investor appeal with enhanced market interest and analyst coverage. By contrast, the Company has historically experienced limited trading liquidity, which makes it difficult for Shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
Consideration of Strategic Alternatives. The Board of Directors and the Special Committee conducted a review of various strategic alternatives, including the Company continuing to operate as an independent stand-alone business, and the Company entering into a strategic or sale arrangement with another interested party. In furtherance of the foregoing, the Board of Directors and the Special Committee took into consideration the potential rewards, risks and uncertainties associated with these and other alternatives, including stock market uncertainties which could affect the value of the Shares. Following a consideration of the alternatives available to the Company, the Board of Directors and the Special Committee concluded that the Arrangement is the most favourable alternative for the Company to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to the Company. These included:
Executing on Its Current Strategic Plan. The Special Committee and the Board undertook a detailed assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company as an independent, publicly traded company, including the challenges the Company has experienced and the risks facing the Company described above under “ The Arrangement – Background to the Arrangement ”; and
Sale to a Potential Competing Bidder. It was the Special Committee’s and the Board of Directors’ view that there was significant uncertainty associated with realizing an alternative transaction with another potential buyer on more attractive terms, in light of the fact that that ten prospective strategic buyers were contacted prior to entering into exclusivity with the Purchaser and none of the other proposals provided for terms that were more attractive than those offered by the Purchaser. The Special Committee and the Board also identified the Purchaser as a strong strategic partner for the Company with high synergistic opportunities.
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Procedural Safeguards. For the Arrangement to proceed, among other things, (i) the Arrangement Resolution must be approved by not less than two-thirds of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, (ii) the Arrangement Resolution must be approved by a simple majority of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of MI 61-101, and (iii) the Arrangement must be approved by the Ontario Superior Court of Justice (Commercial List), which will consider, among other things, the fairness of the Arrangement. In addition, Shareholders have been provided with Dissent Rights with respect to the Arrangement.
Arm’s Length Negotiations and Oversight. The Arrangement Agreement is the result of robust, arm’s length negotiations involving the Company, on the one hand, and the Purchaser, on the other hand. Extensive financial, legal and other advice was provided to the Special Committee and the Board of Directors. Such advice included detailed financial advice from highly qualified financial advisors, including with respect to remaining an independent publicly traded company and continuing to pursue the Company’s business plan on a stand-alone basis.
Director & Officer and Shareholder Support. Directors, executive officers and the other Supporting Shareholders, representing in the aggregate approximately 28% of the issued and outstanding Shares, have entered into irrevocable Support and Voting Agreements pursuant to which each has agreed to vote in favour of the Arrangement Resolution, subject to customary exceptions.
Ability to Respond to Superior Proposal. Under the Arrangement Agreement, the Board of Directors, in certain circumstances prior to Shareholder approval being obtained in respect of the Arrangement, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Resolution. In the view of the Board of Directors and the Special Committee, the amount of the Termination Fee (being $4.1 million), which is payable by the Company in certain circumstances described under “ Summary of Material Agreements – The Arrangement Agreement – Termination – Termination Fees ” would not preclude a third party from making a Superior Proposal.
Limited Conditions to Closing. The Purchaser’s obligation to complete the transaction is subject to a limited number of customary conditions the Special Committee and the Board of Directors believe are reasonable in the circumstances. The completion of the Arrangement is not subject to any financing condition or approval by shareholders of the Purchaser.
Dissent Rights. Shareholders have the right to dissent with respect to the Arrangement Resolution and demand payment of the fair value of their Shares.

See “ The Arrangement – Reasons for the Arrangement ” for further information.

Q. Why is the Company being sold at this time?

A. In December 2020, the Company completed its IPO at a price of $8.00 per Share. While the Company initially enjoyed strong share price performance following its IPO, beginning in the spring of 2021, the Company began to experience several strategic challenges, including the following:
A capital markets downturn resulted in lower share price performance for companies in the consumer-engaged telemedicine and North American healthcare technology segments. The Company’s share price was impacted by this market trend, which also adversely impacted the Company’s ability to execute strategic M&A transactions.
While the COVID-19 pandemic provided a tailwind for the Company’s business in many respects, it also resulted in delays and challenges in the Company’s sales cycle. This contributed to the Company being unsuccessful in obtaining new provincial government customers, despite the success of its arrangement with the Ontario Telemedicine Network, a division of Ontario Health. Due to the lack of success in obtaining other provincial government customers, as well as the strength of the Company’s offering of a free-to-consumer provision of therapist assisted internet-based cognitive behavioural therapy services pursuant to the Company’s agreement with Ontario Telemedicine Network, the Company’s revenue became increasingly concentrated under this sizable contract.
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Institutional customers have increasingly exhibited a purchasing preference towards whole-person, single vendor solutions despite the strength of the Company’s patient outcomes and the uniqueness of its products focused on mental health. Alongside the growing recognition of the importance of mental healthcare and its impact on physical health, a consolidation trend has emerged whereby disease specialty companies are increasingly becoming part of broader “whole-person” care management companies.

In light of these challenges, and as part of their ongoing mandate to act in the best interests of the Company, the Board of Directors and senior management of the Company explored opportunities to strengthen the Company’s business and enhance value for Shareholders, and routinely considered and assessed the Company’s performance, growth prospects, capital requirements, overall corporate strategy and long-term strategic plans.

Ultimately, and as a result of extensive arm’s length negotiations between representatives of the Company and the Purchaser, as well as their respective advisors, the Special Committee and the Board of Directors unanimously determined that the Arrangement is in the best interests of the Company and its stakeholders and fair to the Shareholders.

Q. Did the Special Committee and the Board of Directors undertake a comprehensive process to review all of the strategic alternatives available in making its determination that the Arrangement is in the best interests of the Company and its stakeholders and fair to the Shareholders?

A. The Special Committee and Board of Directors had detailed discussions, with input from management, and their respective financial and legal advisors regarding potential strategic alternatives as well the standalone prospects and strategy of the Company and the Company’s post-IPO performance. The Board of Directors and the Special Committee conducted a review of various strategic alternatives, including the Company continuing to operate as an independent stand-alone business, and the Company entering into a strategic or sale arrangement with another interested party. In furtherance of the foregoing, the Board of Directors and the Special Committee took into consideration the potential rewards, risks and uncertainties associated with these and other alternatives, including stock market uncertainties which could affect the value of the Shares.

Additionally, as part of the IPO process, the Board of Directors undertook a customary, comprehensive “dual-track” process which included an M&A sale process involving outreach to 51 potential purchasers and investors and the execution of 16 non-disclosure agreements. Additionally, having regard for this comprehensive “dual-track” process, in assessing potential strategic alternatives, the Board of Directors was also of the view that a broad solicitation of expressions of interest was unlikely to produce better offers than a more targeted outreach to selected parties. Accordingly, the Board of Directors determined that any market check be limited to well capitalized, strategic acquirors that had either previously expressed an interest in a combination with the Company and/or had a strong strategic rationale to consider a transaction with the Company. The Board of Directors instructed management, together with TD Securities and Credit Suisse, to undertake such a targeted market check. As a result, members of management together with representatives of TD Securities and Credit Suisse began a targeted outreach to ten potential counterparties in addition to the Purchaser and three additional parties to determine whether such parties would be interested in pursuing a strategic combination with the Company.

Following a consideration of the alternatives available to the Company, the Board of Directors and the Special Committee concluded that the Arrangement is the most favourable alternative for the Company to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to the Company. These included:

Executing on Its Current Strategic Plan. The Special Committee and the Board undertook a detailed assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company as an independent, publicly traded company, including the challenges the Company has experienced and the risks facing the Company described above under “ The Arrangement – Background to the Arrangement ”; and
Sale to a Potential Competing Bidder. It was the Special Committee’s and the Board of Directors’ view that there was significant uncertainty associated with realizing an alternative transaction with another potential buyer on more attractive terms, in light of the fact that that ten prospective strategic buyers were contacted prior to entering into exclusivity with the Purchaser and none of the other proposals provided for terms that were more attractive
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than those offered by the Purchaser. The Special Committee and the Board also identified the Purchaser as a strong strategic partner for the Company with high synergistic opportunities.

Q. Has the Special Committee unanimously approved the Arrangement?

A. The Special Committee, having taken into account such matters as it considered relevant and after receiving legal and financial advice, unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders and unanimously recommended that the Board of Directors approve the Arrangement and recommends that the Shareholders vote FOR the Arrangement Resolution.

In forming its recommendation to the Board of Directors, the Special Committee considered a number of factors, including, without limitation, those listed under “ The Arrangement – Reasons for the Arrangement ”. The Special Committee based its recommendation upon the totality of the information presented to and considered by it in light of the members of the Special Committee’s knowledge of the business, the financial condition and prospects of the Company and after taking into account the advice of the Company’s financial, legal and other advisors and the advice and input of management of the Company.

Q. Has the Board of Directors unanimously approved the Arrangement?

A. Yes, after careful consideration and taking into account, among other things, the recommendation of the Special Committee, the Board of Directors, after receiving legal and financial advice, has unanimously determined that that the Arrangement is in the best interests of the Company and is fair to the Shareholders, and recommends that Shareholders vote FOR the Arrangement Resolution. See “ The Arrangement – Recommendation of the Board of Directors ”.

Q. Did the Special Committee and Board of Directors of the Company receive a Fairness Opinion?

A. Yes, the Board of Directors and the Special Committee did receive a Fairness Opinion, to the effect that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view to the Shareholders.

Q. Does the Board of Directors recommend that I vote FOR the Arrangement Resolution?

A. Yes, the Board of Directors unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.

Q. Who has agreed to support the Arrangement?

A. On November 14, 2021, the Purchaser entered into a Support and Voting Agreement with each of the directors and executive officers of the Company, as well as certain major shareholders (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 6,602,820 Shares, which represented approximately 28% of the issued and outstanding Shares as of the Record Date). Pursuant to the Support and Voting Agreements, the Supporting Shareholders have agreed, among other things, to vote their Shares FOR the Arrangement Resolution.

Q. What percentage of the Purchaser will securityholders of MindBeacon own following completion of the Arrangement?

A. Former securityholders of MindBeacon are expected to own approximately 19.1% of the Purchaser after completion of the Arrangement, based on the number of Shares issued and outstanding as of December 9, 2021 (the day before the date of this Information Circular). See “ Information Concerning the Purchaser After Completion of the Arrangement ”.

Q. What is required for the Arrangement to become effective?

A. In order for the Arrangement to be effected, Shareholders will be asked to consider and, if deemed advisable, approve the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by the affirmative vote of: (a) at least two-thirds (2/3) of the votes cast by the Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting, other than any person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101.
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The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Information Circular as Appendices “B” and “D”, respectively.

Q. When do you expect the Arrangement to be completed?

A. If approved, the Arrangement will become effective on the Effective Date, which MindBeacon currently expects to occur on or about January 14, 2022.

Q. Where will the shares of the Purchaser be listed?

A. The Shares are currently listed for trading on the TSX under the symbol “MBCN”. Pursuant to the Arrangement, the Company will become a wholly-owned subsidiary of the Purchaser. Following the Effective Date, the Shares are expected to be de-listed from the TSX (anticipated to be effective two or three Business Days following the Effective Date).

The Purchaser Shares are listed on the TSXV and the TSXV has conditionally approved the listing of the Purchaser Shares to be issued pursuant to the Arrangement, subject to filing certain documents. See “ The Arrangement – Conditions to the Arrangement Becoming Effective – Mutual Conditions Precedent ”.

Q. Who will be the directors and officers of the Purchaser following completion of the Arrangement?

A. Following completion of the Arrangement, the directors and officers of the Purchaser are expected to remain the current directors and officers of the Purchaser; however, the Purchaser expects to create a unified management team as part of its integration of the business of the Company with its current business.

Q. Why am I being asked to approve the Arrangement Resolution?

A. Subject to any order of the Court, the CBCA requires a corporation that wishes to undergo a court-approved arrangement to obtain, among other consents and approvals, the approval of its shareholders by special resolution passed by at least two thirds of the votes cast by shareholders present or represented by proxy and entitled to vote at the Meeting and by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than any person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101.

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the Company will remain a reporting issuer and the Shares will continue to be listed on the TSX.

See “ Risk Factors – Risk Factors Relating to the Arrangement ”.

Q. What are the risks that the Company may face if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Arrangement is not completed, the market price of the Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board of Directors decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Under the Arrangement Agreement, the Company is required to pay the Termination Fee of $4,100,000 in the event the Arrangement Agreement is terminated in certain circumstances.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed.

Q. Can the Board of Directors terminate the Arrangement in favour of a better competing offer?
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A. Under the Arrangement Agreement, the Board of Directors, in certain circumstances prior to Shareholder approval being obtained in respect of the Arrangement, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Resolution. In the view of the Board of Directors and the Special Committee, the amount of the Termination Fee (being $4,100,000), which is payable by the Company in certain circumstances, would not preclude a third party from making a Superior Proposal.

Q. What are the Canadian federal income tax considerations of the Arrangement?

A. For a summary of certain of the material Canadian federal income tax considerations of the Arrangement, Shareholders should review the discussion under “ Certain Canadian Federal Income Tax Considerations ”. Such discussion is not intended to be legal, business or tax advice and Shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Questions Relating to the MindBeacon Special Meeting of Shareholders

Q. Why did I receive this Information Circular?

A. You received this Information Circular because you and the other Shareholders will be asked at the Meeting to approve, by a special resolution, the Arrangement involving MindBeacon and the Purchaser under Section 192 of the CBCA, pursuant to which the Purchaser will acquire all of the issued and outstanding Shares.

Q. How and when is the Meeting being held?

A. Given the coronavirus (COVID-19) pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of the Company’s community, Shareholders and employees, the Company has made the decision to hold the Meeting in a virtual only format via live webcast online at https://web.lumiagm.com/458290597 on January 10, 2022 at 10:00 a.m. (Toronto time). Shareholders, regardless of geographic location and ownership, will have an opportunity to participate at the Meeting and engage with the directors of the Company and management by following the registration process outlined in this Information Circular.

Q. How do I attend the Meeting?

A. To attend the Meeting, Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer: https://web.lumiagm.com/458290597 .

Registered Shareholders and duly appointed proxyholders, including non-registered (beneficial) Shareholders who have duly appointed themselves as proxyholders and registered their appointment with the Transfer Agent as described in this Information Circular, will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/458290597 . Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting. Additional instructions are provided in this Information Circular and accompanying materials as to how Shareholders and duly appointed proxyholders can vote their Shares at the Meeting.

Shareholders are entitled to vote at the Meeting either by attending the virtual meeting and voting while the meeting is in session or by proxy at any time prior to the proxy cut-off, with each Share entitling the holder thereof to one vote at the Meeting. The Board of Directors has fixed November 29, 2021 as the record date for determining Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the register of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

If you are a Registered Shareholder, to ensure that your vote is recorded, please return the enclosed form of proxy in the envelope provided for that purpose, properly completed and duly signed, to the Company’s transfer agent, TSX Trust Company, Proxy Department, P.O. Box 721 Agincourt, ON M1S 0A1, or vote by telephone or internet in accordance with the instructions included with the form of proxy, not later than 10:00 a.m. (Toronto time) on January 6, 2022 or, if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Toronto time) on the second (2nd) business day before any adjournment or postponement of the Meeting, whether or not you plan to attend the Meeting. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such

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deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you hold your Shares through an Intermediary (i.e. a broker, investment dealer, bank, trust company or other intermediary), you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a holder of Shares as of the close of business on the Record Date, November 29, 2021. Each holder of Shares as of the Record Date is entitled to one vote per Share held on all matters to come before the Meeting.

Q. What am I voting on?

A. If you are a holder of Shares, you will be voting on the Arrangement Resolution to approve a proposed plan of arrangement under the CBCA pursuant to which the Purchaser will acquire all of the issued and outstanding Shares in exchange for the Consideration. If the Arrangement Resolution is not approved by the requisite vote of Shareholders at the Meeting, the Arrangement will not be completed.

Q. What constitutes quorum for the Meeting?

A. Quorum for the Meeting is 25% of the issued and outstanding Shares as of the Record Date.

Q. How many Shares are entitled to be voted?

A. As of the Record Date, there were 23,497,520 Shares issued and outstanding. Each Shareholder as of the Record Date is entitled to one vote per Share held on all matters to come before the Meeting.

Q. What if I acquire ownership of Shares after the Record Date?

A. You will not be entitled to vote Shares acquired after the Record Date on the Arrangement Resolution. Only Persons owning Shares as of the Record Date are entitled to vote their Shares on the Arrangement Resolution.

Q. What if amendments are made to these matters or if other business matters are brought before the Meeting?

A. If you attend the Meeting and are eligible to vote, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the Persons named in the proxy form will have discretionary authority to vote on amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. At the date of this Information Circular, management of MindBeacon is not aware of any such amendments, variations or other matters expected to come before the Meeting. However, if any other matter properly comes before the Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Information Circular.

Q. Am I a Registered Shareholder?

A. You are a Registered Shareholder if you have certificate(s) or DRS Statement(s) representing Shares issued in your name and appear as the registered Shareholder on the books of MindBeacon.

Q. Am I a Non-Registered Shareholder (also commonly referred to as a beneficial shareholder)?

A. You are a Non-Registered Shareholder if your Shares are registered in the name of an Intermediary. If you are not sure whether you are a Registered Shareholder or a Non-Registered Shareholder, please contact MindBeacon’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-888-302-5677 (toll free in North America), or at 1-416-867-2272 (collect calls outside of North America), or by email at [email protected].

Q. How do I vote if I am a Registered Shareholder?

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A. If you are a registered Shareholder as of the close of business on the Record Date, you may vote by proxy prior to the Meeting, or attend the virtual-only Meeting online at https://web.lumiagm.com/458290597 . There are three ways to vote prior to the Meeting:

1. Internet Voting : You may vote by logging on to https://www.astvotemyproxy.com and following the website prompts that allow you to vote your Shares and confirm that your instructions have been properly recorded.

2. Telephone Voting : You may vote by calling the toll-free telephone number 1-888-489-7352. You will be prompted to provide your control number printed on the form of proxy delivered to you. You may not appoint a person as proxyholder other than the management nominees named in the form of proxy provided if you vote by telephone. Please follow the voice prompts that allow you to vote your Shares and confirm that your instructions have been properly recorded.

3. Return Your Proxy Card by Mail, Fax or Email : If you requested proxy materials by mail, you may vote by completing, signing and returning the form of proxy, accompanying this Information Circular, in the envelope provided to TSX Trust, Proxy Department, P.O. Box 721 Agincourt, ON M1S 0A1 . You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email it to [email protected].

Q. How do I vote if I am a Non-Registered Shareholder (Beneficial Shareholder)?

A. There are two kinds of non-registered (beneficial) Shareholders: (i) objecting beneficial owners (OBOs), i.e., those who object to their name being made known to the issuers of shares which they own, and (ii) non-objecting beneficial owners (NOBOs), i.e., those who do not object to their name being made known to the issuers of the shares which they own. The Company is not sending the Meeting materials directly to NOBOs and the Company intends to pay for the Intermediaries to deliver the Meeting materials to Non-Registered Shareholders.

Securities regulation requires Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of the Meeting. Non-Registered Shareholders should be aware that Intermediaries can only vote Shares if instructed to do so by the objecting beneficial owner or non-objecting beneficial owner, as applicable. Your Intermediary (or its agent, typically Broadridge Financial Solutions, Inc.) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every Intermediary has its own mailing procedures and provides instructions for voting, including deadlines for voting. You must follow those instructions carefully to ensure your Shares are voted at the Meeting.

Additionally, the Company may utilize the Broadridge QuickVote™ system, which involves NOBOs being contacted by Kingsdale Advisors, which is soliciting proxies on behalf of management of the Company, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NOBO’s Intermediary). While representatives of Kingsdale Advisors are soliciting proxies on behalf of management of the Company, which is recommending that Shareholders vote in favour of the Arrangement Resolution, Shareholders are not required to vote in the manner recommended by management. The QuickVote™ system is intended to assist Shareholders in placing their votes, however, there is no obligation to any Shareholders to vote using the QuickVote™ system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Information Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

If you are a Non-Registered Shareholder receiving a voting instruction form or form of proxy from an Intermediary, you cannot use that proxy to vote at the Meeting. To vote your Shares at the Meeting, the voting instruction form or form of proxy must be returned to such Intermediary well in advance of the Meeting, as instructed by such Intermediary. If you wish to attend and vote your Shares at the Meeting, follow the instructions for doing so provided by your Intermediary .

Q. How do I vote if I am both a Registered Shareholder and a Non-Registered Shareholder?

A. Should you hold some shares as a Registered Shareholder and others as a Non-Registered Shareholder, you will have to use both voting methods described above.
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Q. Who is soliciting my proxy?

A. The management of MindBeacon is soliciting your proxy.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, email, Internet, fax transmission or other electronic means of communication or in person by the directors, officers, employees and representatives of MindBeacon. The total cost of soliciting proxies and mailing the materials in connection with the Meeting will be borne by MindBeacon. In addition, MindBeacon has retained Kingsdale Advisors to assist it in connection with communicating to Shareholders in respect of the Arrangement.

Q. Who votes my Shares and how will they be voted if I return a proxy form?

A. The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the persons named in the accompanying form of proxy will vote or withhold from voting the Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them and if the Shareholder specifies a choice with respect to any matter to be voted upon, such Shareholders’ Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Shares withheld from voting, the MindBeacon representatives named in the form of proxy will vote your Shares FOR the Arrangement Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

Q. Can I appoint someone other than those named in the enclosed proxy forms to vote my Shares?

A. Yes, you have the right to appoint another Person of your choice. A Shareholder that wishes to appoint another Person or entity (who need not be a Shareholder) to represent such Shareholder at the Meeting may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with the Transfer Agent (TSX Trust Company) after submitting the form of proxy.

See “ Appointment of Proxyholders ” in this Information Circular.

Q. What if my Shares are registered in more than one name or in the name of a company?

A. If your Shares are registered in more than one name, all registered Persons must sign the proxy form. If your Shares are registered in a company’s name or any name other than your own, you may be required to provide documents proving your authorization to sign the proxy form for that company or name. For any questions about the proper supporting documents, contact the Transfer Agent (TSX Trust Company) before submitting your proxy form.

Q. Can I revoke a proxy or voting instruction?

A. Yes. You may revoke your proxy at any time, by voting again online at www.astvotemyproxy.com or by phone before 10:00 a.m. (Toronto time) on January 6, 2022 or by completing an instrument executed by such Registered Shareholder or non-objecting beneficial owners. Registered Shareholders and non-objecting beneficial owners may also revoke their proxy without providing new voting instructions by giving a notice in writing signed by such Shareholder, or by their attorney authorized in writing to the Transfer Agent, located at 1 Toronto St Suite 1200, Toronto, ON M5C 2V6, no later than the close of business on the last business day preceding the day of the Meeting or any adjournment thereof, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof or in any other manner permitted by law; provided that if the Registered Shareholder or non-objecting beneficial owner is not an individual, the notice in writing must be signed by a duly authorized officer of such Shareholder. Registered Shareholders may attend the Meeting and vote online and, if they do so, any voting instructions previously given by them for such Shares will be revoked. Objecting beneficial owners must contact their Intermediary in order to revoke their voting instructions and/or provide new voting instructions.

If you login to the Meeting using your control number and you accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot . If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions , in which case you can

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only enter the Meeting as a guest. If you enter the Meeting as a guest, you will not be able to vote and you will not be able to ask questions.

See “ Revocation of Proxies ” in this Information Circular.

Q. Are the Shareholders of the Purchaser required to approve the Arrangement?

A. No.

Q. Should I send in my proxy now?

A. Yes. Once you have carefully read and considered the information in this Information Circular, you should complete and submit the enclosed voting instruction form or form of proxy. You are encouraged to vote well in advance of the proxy cut-off time at 10:00 a.m. (Toronto time) on January 6, 2022 to ensure your Shares are voted at the Meeting. If the Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, with or without notice. The Chair is under no obligation to accept or reject any particular late proxy.

Q. Who is responsible for counting and tabulating the votes by proxy?

A. Votes by proxy are counted and tabulated by the Transfer Agent (TSX Trust Company).

Q. What if I have other questions?

A. If you have any questions about this Information Circular or the matters described in this Information Circular, please contact your professional advisor. If you would like additional copies, without charge, of this Information Circular, have any questions regarding the Meeting or require assistance with voting your proxy, please contact MindBeacon’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-888-302-5677 (tollfree in North America), or at 1-416-867-2272 (collect calls outside of North America), or by email at [email protected].
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SUMMARY

The following is a summary of certain information contained in this Information Circular, including its Appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Information Circular, including its Appendices. Certain capitalized terms used in this summary are defined in the Glossary of Terms of this Information Circular attached hereto as Appendix “A”. Shareholders are urged to read this Information Circular and its Appendices carefully and in their entirety.

The Meeting

Meeting and Record Date

The Meeting will be held on January 10, 2022 at 10:00 a.m. (Toronto time). The Meeting will be held in a virtualonly format. See “ Information Concerning the Meeting ”. The Board of Directors has fixed November 29, 2021 as the record date for determining Shareholders who are entitled to receive notice of and vote at the Meeting.

How to Attend the Meeting

The virtual Meeting will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. Only Shareholders whose names have been entered in the registers of the Company as of the close of business (5:00 p.m. (Toronto time)) on the Record Date will be entitled to receive notice of and vote at the Meeting.

Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/458290597 . Such persons may enter the Meeting by clicking “I have a login” and entering a username (a valid “control number”) and the password “mbcn2022” (case sensitive) before the start of the Meeting. Registered Shareholders will receive their control number on the form of proxy accompanying this Information Circular. Duly appointed proxyholders will be provided with a control number after the voting deadline has passed. Guests, including non-registered (beneficial) Shareholders who have not duly appointed themselves as a proxyholder, can login to the Meeting by clicking “I am a guest” and completing the online form. Guests will be able to listen to the Meeting but will not be able to ask questions or vote at the Meeting.

A summary of the information Shareholders and duly appointed proxyholders will need to attend and vote at the Meeting online is provided in this Information Circular.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 10:00 a.m. (Toronto time) on January 10, 2022, unless otherwise adjourned or postponed. Online check-in will begin one (1) hour prior to the Meeting, at 9:00 a.m. (Toronto time). You should allow ample time for online check-in procedures.

If you have any technical questions regarding the Meeting or require technical assistance accessing the Meeting website, you may be able to access technical support by clicking on the “Support” button on the Lumi homepage at https://web.lumiagm.com/458290597 . Please note that the Meeting website may not be fully accessible on all Internet browsers and if you are unable to access this site on your preferred browser, we suggest trying to access it via a different browser and/or ensuring that your browser is updated to the latest version. In addition, internal network security protocols including firewalls and virtual private network (“ VPN ”) connections may block your access to the Lumi platform. If you are experiencing any difficulty connecting or watching the Meeting, please also ensure your VPN setting is disabled or connect to the platform on a network not restricted to the security settings of your organization.

The Arrangement Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution, a copy of which is attached as Appendix “B” to this Information Circular. See “ The Arrangement – Required Shareholder Approval ” for a discussion of the shareholder approval requirements to effect the Arrangement.

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Voting at the Meeting

This Information Circular is being sent to all Shareholders. Only registered Shareholders or the persons they duly appoint as their proxyholders are permitted to vote at the Meeting. Beneficial Shareholders should follow the instructions on the forms they receive from their Intermediaries so their Shares can be voted. No other Shareholders of the Company are entitled to vote at the Meeting. See “ Information Concerning the Meeting ”.

Background to the Arrangement

See “ The Arrangement – Background to the Arrangement ” for a description of the background to the Arrangement.

Recommendation of the Special Committee

The Special Committee, having taken into account such matters as it considered relevant and after receiving legal and financial advice, unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders and unanimously recommended that the Board of Directors approve the Arrangement and recommends that the Shareholders vote FOR the Arrangement Resolution.

Recommendation of the Board of Directors

After careful consideration and taking into account, among other things, the recommendation of the Special Committee, the Board of Directors, after receiving legal and financial advice, has unanimously determined that that the Arrangement is in the best interests of the Company and is fair to the Shareholders, and recommends that Shareholders vote in favor of the Arrangement Resolution. See “ The Arrangement – Recommendation of the Board of Directors ”.

In forming its recommendation, the Board of Directors considered a number of factors, including, without limitation, the recommendation of the Special Committee and the factors listed below under “ The Arrangement – Reasons for the Arrangement ”. The Board of Directors based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of the members of the Board of Directors of the business, the financial condition and prospects of the Company and after taking into account the advice of the Company’s financial, legal and other advisors and the advice and input of management of the Company.

Reasons for the Arrangement

The following summary of the information and factors considered by the Special Committee and the Board of Directors is not intended to be exhaustive but includes a summary of the material information and factors considered in approving the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Arrangement, the Special Committee and the Board of Directors did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. Individual members of the Special Committee and the Board of Directors may have assigned different weights to different factors.

Ability to Participate in Future Potential Growth of the Purchaser. The Share Consideration being offered to the Shareholders under the Arrangement allows Shareholders to have an opportunity to participate in any potential increase in the value of the Purchaser after the Effective Date. The value of the Purchaser after the Effective Date may benefit from, among other things, the following:
Strength of the Purchaser following Acquisition of the Company. The Purchaser, after it has acquired the Company, will have a digital health platform expected to be one of North America’s leading fully-integrated health offerings, with a clinically-validated, broad continuum of care to address mild, moderate, acute and chronic mental and physical care.
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Increased Scale and Financial Strength. The Purchaser is anticipated to benefit from a strong pro forma balance sheet, more robust cash flow and improved ability to raise capital and issue shares, each of which are expected to support the Purchaser’s organic and acquisitive growth initiatives following completion of the Arrangement.
Potential Revenue Opportunities and Customer Diversification. The Purchaser will benefit from potential cross-selling revenue opportunities from the Purchaser’s current five million covered lives, combined 5,500 corporate clients, and the Company’s strategic government and employer relationships. The Purchaser will benefit from an increased customer base as a result of acquiring the Company and will not have the concentration risk that the Company has with the agreement with Ontario Telemedicine Network, a division of Ontario Health, an agency established under the Ministry of Health, for the provision of psychology services in Ontario.
Anticipated Operational Synergies. The Purchaser has already identified cost savings of approximately $2 million and cross-sell synergies and has started to plan the integration of the Company’s synergistic healthcare solutions into its mental health services offerings. In addition, the Purchaser believes there are an additional $2 million in potential synergies available over time through the integration of the Company and the Purchaser’s other acquisitions.
Accelerated U.S. Expansion. The Company’s recent acquisition of a U.S.-based mental health provider combined with the Purchaser’s U.S.-based digital services and a dedicated U.S. sales team is expected to accelerate the expansion into the U.S. through organic growth and new and/or expanding distribution channels.
Significant Premium to the Shareholders. The implied offer price of $4.78 represents a premium of approximately 49% to the seven (7)-day volume weighted average price of the Shares as of November 12, 2021, the last trading day prior to the announcement of the Arrangement.
Certainty of Value and Liquidity. The Cash Consideration being offered to the Shareholders under the Arrangement allows Shareholders to immediately realize value for a portion of their investment and provides certainty of value and immediate liquidity.
Canadian Tax Deferral . Shareholders who hold their Shares as capital property, who are Eligible Holders, who receive Purchaser Shares under the Arrangement and who properly complete and file the required tax election, may benefit from a full or partial Canadian tax deferral in respect of capital gains that would otherwise be realized on the disposition of Shares. See “ Certain Canadian Federal Income Tax Considerations ”.
Fairness Opinion. The Board of Directors and the Special Committee received the Fairness Opinion, which provided that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. See “ The Arrangement – Fairness Opinion ”.
Increased Trading Liquidity. The Purchaser after completion of the Arrangement will have a broader shareholder base and an expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Purchaser’s investor appeal with enhanced market interest and analyst coverage. By contrast, the Company has historically experienced limited trading liquidity, which makes it difficult for Shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
Consideration of Strategic Alternatives. The Board of Directors and the Special Committee conducted a review of various strategic alternatives, including the Company continuing to operate as an independent stand-alone business, and the Company entering into a strategic or sale arrangement with another interested party. In furtherance of the foregoing, the Board of Directors and the Special Committee took into consideration the potential rewards, risks and uncertainties associated with these and other alternatives, including stock market uncertainties which could affect the value of the Shares. Following a consideration of the alternatives available to the Company, the Board of Directors and the Special Committee concluded that the Arrangement is the most favourable alternative for the Company to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to the Company. These included:
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Executing on Its Current Strategic Plan. The Special Committee and the Board undertook a detailed assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company as an independent, publicly traded company, including the challenges the Company has experienced and the risks facing the Company described above under “ The Arrangement – Background to the Arrangement ”; and
Sale to a Potential Competing Bidder. It was the Special Committee’s and the Board of Directors’ view that there was significant uncertainty associated with realizing an alternative transaction with another potential buyer on more attractive terms, in light of the fact that that ten prospective strategic buyers were contacted prior to entering into exclusivity with the Purchaser and none of the other proposals provided for terms that were more attractive than those offered by the Purchaser. The Special Committee and the Board also identified the Purchaser as a strong strategic partner for the Company with high synergistic opportunities.
Procedural Safeguards. For the Arrangement to proceed, among other things, (i) the Arrangement Resolution must be approved by not less than two-thirds of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, (ii) the Arrangement Resolution must be approved by a simple majority of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of MI 61-101, and (iii) the Arrangement must be approved by the Ontario Superior Court of Justice (Commercial List), which will consider, among other things, the fairness of the Arrangement. In addition, Shareholders have been provided with Dissent Rights with respect to the Arrangement.
Arm’s Length Negotiations and Oversight. The Arrangement Agreement is the result of robust, arm’s length negotiations involving the Company, on the one hand, and the Purchaser, on the other hand. Extensive financial, legal and other advice was provided to the Special Committee and the Board of Directors. Such advice included detailed financial advice from highly qualified financial advisors, including with respect to remaining an independent publicly traded company and continuing to pursue the Company’s business plan on a stand-alone basis.
Director & Officer and Shareholder Support. Directors, executive officers and the other Supporting Shareholders, representing in the aggregate approximately 28% of the issued and outstanding Shares, have entered into irrevocable Support and Voting Agreements pursuant to which each has agreed to vote in favour of the Arrangement Resolution, subject to customary exceptions.
Ability to Respond to Superior Proposal. Under the Arrangement Agreement, the Board of Directors, in certain circumstances prior to Shareholder approval being obtained in respect of the Arrangement, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Resolution. In the view of the Board of Directors and the Special Committee, the amount of the Termination Fee (being $4.1 million), which is payable by the Company in certain circumstances described under “ Summary of Material Agreements – The Arrangement Agreement – Termination – Termination Fees ” would not preclude a third party from making a Superior Proposal.
Limited Conditions to Closing. The Purchaser’s obligation to complete the transaction is subject to a limited number of customary conditions the Special Committee and the Board of Directors believe are reasonable in the circumstances. The completion of the Arrangement is not subject to any financing condition or approval by shareholders of the Purchaser.
Dissent Rights. Shareholders have the right to dissent with respect to the Arrangement Resolution and demand payment of the fair value of their Shares.

See “ The Arrangement – Reasons for the Arrangement ”.

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Fairness Opinion

The Company, on behalf of the Special Committee and the Board of Directors, retained TD Securities to act as financial advisor to the Special Committee, the Board of Directors and the Company and to provide the Fairness Opinion to the Special Committee and the Board of Directors, pursuant to an engagement letter dated November 14, 2021.

TD Securities provided its opinion as described in greater detail under “ The Arrangement – Fairness Opinion ”. See “ The Arrangement – Fairness Opinion ” and the complete text of the Fairness Opinion, which is attached as Appendix “E” to this Information Circular. Shareholders are urged to, and should, read the Fairness Opinion in its entirety.

Arrangement Steps

At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

(a) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan, shall be deemed to be unconditionally vested and exercisable, and such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ Net Option Surrender Shares ”) equal to (i) the number of Shares subject to such Company Option immediately prior to the Effective Time minus (ii) the number of Shares that, when multiplied by the Company Share Reference Price, is equal to the aggregate exercise price of such Company Option, and for greater certainty, where such amount is negative, no Net Option Surrender Shares shall be issued, and the holder of such Company Option shall be, and shall be deemed to be, the holder of such Net Option Surrender Shares, and each such Company Option shall immediately be cancelled;
(b) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Incentive Plan, shall be deemed to be unconditionally vested, and such RSU shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ RSU Surrender Shares ”) equal to the number of Shares subject to such RSU immediately prior to the Effective Time, and the holder of such RSU shall be, and shall be deemed to be, the holder of such number of RSU Surrender Shares, and each such RSU shall immediately be cancelled;
(c) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Non-Employee Directors DSU Plan, shall be deemed to be unconditionally vested, and such DSU shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ DSU Surrender Shares ”) equal to the number of Shares subject to such DSU immediately prior to the Effective Time, and the holder of such DSU shall be, and shall be deemed to be, the holder of such number of DSU Surrender Shares, and each such DSU shall immediately be cancelled;
(d) each (i) vested PSU outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (“ PSU Surrender Shares ”) equal to the number of Shares subject to such PSU immediately prior to the Effective Time, and the holder of such PSU shall be, and shall be deemed to be, the holder of such number of PSU Surrender Shares, and each such PSU shall immediately be cancelled; and (ii) unvested PSU outstanding immediately prior to the Effective Time shall immediately be cancelled for no consideration;
(e) each of the Shares held by Dissenting Shareholders shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 of the Plan of Arrangement; and
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(f) each Share outstanding immediately prior to the Effective Time (including, for greater certainty, the Net Option Surrender Shares, the RSU Surrender Shares, the DSU Surrender Shares and the PSU Surrender Shares, as applicable, issued pursuant to paragraphs (a) through (d) above, respectively), other than Shares held by a Dissenting Shareholder, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration.

The Arrangement Resolution must be approved by (a) at least two-thirds (2/3) of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than any person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101. See “ The Arrangement – Required Shareholder Approval ”.

The Arrangement also requires the approval of the Court. The Company intends, as soon as practicable after approval of the Arrangement Resolution by Shareholders, to seek the Final Order approving the Arrangement.

Finally, completion of the Arrangement is subject to the other terms and conditions specified in the Arrangement Agreement. See “ The Arrangement Agreement ”.

Arrangement Agreement

On November 14, 2021, the Company and the Purchaser entered into the Arrangement Agreement under which the Parties agreed, subject to certain terms and conditions, to complete the Arrangement. As of December 10, 2021, the Parties agreed to minor amendments to the Arrangement Agreement to conform a section of the Plan of Arrangement and the Arrangement Agreement to the process to be used for making Tax Elections.

This Information Circular contains a summary of certain provisions of the Arrangement Agreement, which summary is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which is attached as Appendix “C” to this Information Circular. See “ The Arrangement Agreement ”.

Parties to the Arrangement

MindBeacon

MindBeacon provides a continuum of mental healthcare that includes self-guided psychoeducational and wellness content, Peer-to-Peer Support, Therapist Guided Programs and Live Therapy Sessions all offered virtually through its secure and private platform. As one of the first commercially available, digitally-native platforms to offer therapist-assisted internetbased Cognitive Behavioural Therapy in Canada, MindBeacon’s professional service is designed around end users – their health, their way. Working with employers, insurance carriers and government ministries, MindBeacon offers services that are accessible, available, affordable and, most importantly, proven to be effective. MindBeacon is changing the therapy landscape by making professional care available to every person, no matter when, where and how they choose to access it.

The Company was incorporated under the federal laws of Canada on June 14, 2018. The Company’s head and registered office is located at 801-175 Bloor Street East, North Tower Toronto, Ontario, Canada, M4W 3R8. Additional information about the Company can be found at www.mindbeacon.com or on its SEDAR profile at www.sedar.com.

CloudMD

The Purchaser is transforming the delivery of healthcare leveraging technology by providing a patient-centric approach, with an emphasis on continuity of care. By leveraging healthcare technology, the Purchaser has built a comprehensive total health platform that addresses all points of a patient’s healthcare journey and provides better access to care and improved outcomes. Through the Purchaser’s proprietary technology, the Purchaser delivers outcome based healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, healthcare navigation, educational resources and artificial intelligence (AI). The Purchaser’s Enterprise Health Solutions Division includes a full spectrum of employer services, including disability management, assessment services, occupational health solutions and one of Canada’s top Employee Assistance Programs and offers one comprehensive, digitally connected platform for corporations, insurers and advisors to better manage the health and wellness of their employees and customers. The Purchaser currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately

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4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and over 5 million individuals across North America.

The Purchaser was incorporated under the BCBCA on September 19, 2013 as Proelium MMA Acquisition Corp., a wholly-owned subsidiary of WebWatcher Systems Ltd. (“ WebWatcher ”), a company incorporated under the BCBCA on April 6, 2010. The Purchaser entered into a plan of arrangement with Web Watcher dated October 23, 2013, pursuant to which the Purchaser was spun out and became a separate entity from WebWatcher. On July 9, 2015, the Purchaser changed its name to Premier Health Services Inc. and on September 18, 2015 it changed its name to Premier Health Group Inc. On February 19, 2020, the Purchaser changed its name to CloudMD Software & Services Inc.

The Purchaser’s head and registered office is located at 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. Additional information about the Purchaser can be found at https://investors.cloudmd.ca or on its SEDAR profile at www.sedar.com.

Termination Fees

The Arrangement Agreement requires that the Company pay the Termination Fee in certain circumstances. See “ The Arrangement Agreement – Term and Termination of the Arrangement Agreement – Termination Fees ”.

Support and Voting Agreements

On November 14, 2021, the Purchaser entered into a Support and Voting Agreement with each of the directors and executive officers of the Company, as well as certain major shareholders (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 6,602,820 Shares, which represented approximately 28% of the issued and outstanding Shares as of the Record Date). Pursuant to the Support and Voting Agreements, the Supporting Shareholders have agreed, among other things, to vote their Shares FOR the Arrangement Resolution.

Interests of Certain Persons

In considering the recommendations of the Board of Directors with respect to the Arrangement, Shareholders should be aware that certain directors and officers of the Company have certain interests or benefits in connection with the Arrangement as described under “ The Arrangement – Interests of Certain Persons in the Arrangement ” that may be in addition to, or differ from, those of Shareholders generally in connection with the Arrangement. The Board of Directors is aware of these interests and considered them along with other matters described herein. See “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

Depositary

The Company has engaged Endeavour Trust Company to act as Depositary for the receipt of certificates or direct registration system advices (collectively, the “ Certificates ”) in respect of Shares and related Letters of Transmittal.

Risk Factors

Shareholders should consider a number of risk factors relating to the Arrangement and the Company in evaluating whether to approve the Arrangement Resolution. These risk factors are discussed herein and/or in certain sections of documents publicly filed, which sections are incorporated herein by reference. See “ Risk Factors ”.

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INFORMATION CONCERNING THE MEETING

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting and any adjournment or postponement thereof.

Date, Time and Place of Meeting

The Meeting will be held on January 10, 2022 at 10:00 a.m. (Toronto time), in a virtual-only format, unless adjourned or postponed.

Solicitation of Proxies

The enclosed proxy is being solicited by the management of the Company. While it is expected that the solicitation will be conducted primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or employees of the Company, without additional compensation. The Company has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent and will pay a fee of $50,000 for the proxy solicitation service, in addition to certain outof-pocket expenses. The Company shall directly deliver proxy documents to registered Shareholders, and the Company shall bear the cost of such delivery. The Company will also reimburse Intermediaries and other persons holding Shares on their behalf or on behalf of nominees for reasonable costs incurred in sending the proxy documents to non-registered (beneficial) Shareholders who are objecting beneficial owners.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable VIF in lieu of the form of proxy. Broadridge then tabulates the results of all instructions received and provides the appropriate instructions respecting the voting of Shares to be represented at the Meeting.

Attending a Virtual Only Meeting

To proactively deal with the unprecedented public health impact of COVID-19 and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, the Meeting will be held in a virtual-only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Shareholders will not be able to physically attend the Meeting.

Registered Shareholders and duly appointed proxyholders : Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/458290597 . Such persons may enter the Meeting by clicking “I have a login” and entering a username (a valid “control number”) and the password “mbcn2022” (case sensitive) before the start of the Meeting. Registered Shareholders will receive their control number on the form of proxy accompanying this Information Circular. Duly appointed proxyholders will be provided with a control number after the voting deadline has passed.
Beneficial Shareholders : Guests, including non-registered (beneficial) Shareholders who have not duly appointed themselves as a proxyholder, can login to the Meeting by clicking “I am a guest” and completing the online form. Guests will be able to listen to the Meeting but will not be able to ask questions or vote at the Meeting.

A summary of the information Shareholders and duly appointed proxyholders will need to attend and vote at the Meeting online is provided in this Information Circular.

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browser and/or ensuring that your browser is updated to the latest version. In addition, internal network security protocols including firewalls and virtual private network (“ VPN ”) connections may block your access to the Lumi platform. If you are experiencing any difficulty connecting or watching the Meeting, please also ensure your VPN setting is disabled or connect to the platform on a network not restricted to the security settings of your organization.

Voting Process

The voting process is different depending on whether you are a registered or non-registered (beneficial) Shareholder and, if you are a non-registered (beneficial) Shareholder, whether you are a non-objecting beneficial owner or objecting beneficial owner.

If you have Shares registered in your own name, you are a registered Shareholder. If you do not hold Shares in your own name, you are a non-registered (beneficial) Shareholder. If your Shares are listed in an account statement provided to you by an Intermediary, then it is likely that those Shares will not be registered in your name, but under such Intermediary’s name or under the name of an agent of such Intermediary such as CDS Clearing and Depository Services Inc., the nominee for many Canadian brokerage firms, or its nominee.

Registered Shareholders

If you are a registered Shareholder as of the close of business on the Record Date (as defined below), you may vote by proxy prior to the Meeting, or attend the virtual-only Meeting online at https://web.lumiagm.com/458290597 . There are three ways to vote prior to the Meeting:

3. Return Your Proxy Card by Mail, Fax or Email : If you requested proxy materials by mail, you may vote by completing, signing and returning the form of proxy, accompanying this Information Circular, in the envelope provided to TSX Trust Company, Proxy Department, P.O. Box 721 Agincourt, ON M1S 0A1 . You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-7813111 or scan and email it to [email protected].

Beneficial Shareholders

There are two kinds of non-registered (beneficial) Shareholders: (i) objecting beneficial owners (OBOs), i.e., those who object to their name being made known to the issuers of shares which they own, and (ii) non-objecting beneficial owners (NOBOs), i.e., those who do not object to their name being made known to the issuers of the shares which they own. The Company is not sending the Meeting materials directly to non-objecting beneficial owners and the Company intends to pay for the Intermediaries to deliver the Meeting materials to Non-Registered Shareholders.

Securities regulation requires Intermediaries to seek voting instructions from non-registered (beneficial) Shareholders in advance of the Meeting. Non-registered (beneficial) Shareholders should be aware that Intermediaries can only vote Shares if instructed to do so by the objecting beneficial owner or non-objecting beneficial owner, as applicable. Your Intermediary (or its agent, typically Broadridge Financial Solutions, Inc.) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every Intermediary has its own mailing procedures and provides instructions for voting, including deadlines for voting. You must follow those instructions carefully to ensure your Shares are voted at the Meeting.

Additionally, the Company may utilize the Broadridge QuickVote™ system, which involves non-objecting beneficial owners of shares being contacted by Kingsdale Advisors, which is soliciting proxies on behalf of management of the Company, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the Shareholder’s Intermediary).

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While representatives of Kingsdale Advisors are soliciting proxies on behalf of management of the Company, which is recommending that Shareholders vote in favour of the Arrangement Resolution, Shareholders are not required to vote in the manner recommended by management. The QuickVote™ system is intended to assist Shareholders in placing their votes; however, there is no obligation to any Shareholders to vote using the QuickVote™ system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Information Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

If you are a non-registered (beneficial) Shareholder receiving a voting instruction form or form of proxy from an Intermediary, you cannot use that proxy to vote at the Meeting. To vote your Shares at the Meeting, the voting instruction form or form of proxy must be returned to such Intermediary well in advance of the Meeting, as instructed by such Intermediary. If you wish to attend and vote your Shares at the Meeting, follow the instructions for doing so provided by your Intermediary .

If you have questions, you may contact MindBeacon’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-888-302-5677 or collect call outside of North America at 1-416-867-2272, or by email at [email protected].

Record Date

The record date for determining those Shareholders entitled to receive notice and to vote at the Meeting is the close of business on November 29, 2021 (the “ Record Date ”). Only registered and non-registered Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. No person becoming a registered or non-registered Shareholder after the Record Date shall be entitled to receive notice of the Meeting, nor can any registered or non-registered Shareholder vote the Shares they acquire after the Record Date at the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting. As of the Record Date, there were 23,497,520 Shares issued and outstanding.

Appointment of Proxyholders

The persons named as proxyholders in the enclosed form of proxy or voting instruction form, John Plunkett or Dan Clark, are officers of the Company. You are entitled to appoint a person, who need not be a Shareholder, other than the persons designated in the enclosed form of proxy, to represent you at the Meeting. If you are a registered Shareholder or non-objecting beneficial owner, such right may be exercised by inserting in the blank space provided in the form of proxy or voting instruction form the name of the person to be designated or by completing another form of proxy appointment and, in either case, depositing the form of proxy appointment with the Transfer Agent, located at 1 Toronto Street Suite 1200, Toronto, ON M5C 2V6, or via the internet at https://www.astvotemyproxy.com , at any time before the proxy deadline, being 10:00 a.m. (Toronto time) on January 6, 2022 or, in the event the Meeting is adjourned or postponed, then not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened. Objecting beneficial owners should follow the instructions provided by their Intermediary and must return the form of proxy or voting instruction form as directed by their Intermediary sufficiently in advance of the proxy deadline to enable their Intermediary to act on it before the proxy deadline. The Company reserves the right to accept late proxies and to waive the proxy deadline with or without notice but is under no obligation to accept or reject any particular late proxy.

Registering your third-party proxyholder, including appointing yourself as a proxyholder if you are a non-registered Shareholder, requires an additional step to be completed after you have submitted your form of proxy. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Meeting.

Step 1: Submit your Form of Proxy : To appoint yourself or a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form of proxy. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy.
Step 2: Register your Proxyholder : To register yourself or a third-party proxyholder, Shareholders must visit https://www.tsxtrust.com/control-number-request or call 1-866-751-6315 (toll free in Canada and the United States) or 1-212-235-5754 (other countries) by 10:00 a.m. (Toronto time) on January 6, 2022, or, if the Meeting is adjourned or postponed, not less than forty-eight (48) hours (excluding Saturdays, Sundays
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and holidays) before the time and date of the adjourned or postponed meeting, and provide the Transfer Agent the required proxyholder contact information so that the Transfer Agent may provide the proxyholder with a control number via email.

Failure to register yourself or your proxyholder in the manner set out above will result in the proxyholder not receiving a control number that will act as the proxyholder’s log-in credentials and is required for them to vote at the Meeting and, consequently, the proxyholder will not be able to vote or ask questions at the Meeting, instead only being able to attend the Meeting online as a guest. Guests will be able to listen to the meeting but will not be able to submit questions. Non-registered Shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.

Revocation of Proxies

You may revoke your proxy at any time, by voting again online at https://www.astvotemyproxy.com or by phone before 10:00 a.m. (Toronto time) on January 6, 2022 or by completing an instrument executed by such registered Shareholder and non-objecting beneficial owners. Registered Shareholders and non-objecting beneficial owners may also revoke their proxy without providing new voting instructions by giving a notice in writing signed by such Shareholder, or by his or her attorney authorized in writing to the Transfer Agent, located at 1 Toronto Street Suite 1200, Toronto, ON M5C 2V6, no later than the close of business on the last business day preceding the day of the Meeting or any adjournment thereof, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof or in any other manner permitted by law; provided that if the registered Shareholder or non-objecting beneficial owner is not an individual, the notice in writing must be signed by a duly authorized officer of such Shareholder. Registered Shareholder may attend the Meeting and vote online and, if they do so, any voting instructions previously given by them for such Shares will be revoked. Objecting beneficial owners must contact their Intermediary in order to revoke their voting instructions and/or provide new voting instructions.

Exercise of Voting Rights by Proxies

The persons named as proxies will vote or withhold from voting the Shares in respect of which they are appointed or vote for or against any particular question, in accordance with the instructions of the Shareholder appointing them. In the absence of such instructions, such Shares will be voted in favour of all the matters identified in the attached Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein to vote as they see fit with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters which may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or variation or other matter that comes before the Meeting is or is not routine or is contested. As at the date of this Information Circular, the management of the Company knows of no such amendment, variation or other matter expected to come before the Meeting other than the matters referred to in the Notice of Meeting.

Dissent Rights of Shareholders

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes (the “ Dissent Rights ”). The Interim Order expressly provides registered Shareholders with Dissent Rights in respect of the Arrangement Resolution pursuant to Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order. Pursuant to Section 190 of the CBCA, as modified and supplemented by the Interim Order, registered Shareholders who have validly exercised Dissent Rights (a “ Dissenting Shareholder ”) may be entitled, in the event that the Arrangement becomes effective, to be paid by the Purchaser the fair value of the Shares held by such Dissenting Shareholder as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting. Shareholders are cautioned that fair value could be determined to be less than the value of the Consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and

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United States federal income tax laws than had such Shareholder submitted their Shares to the Company for the Consideration pursuant to the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for the Shares in respect of which such Dissenting Shareholder’s dissents (the “ Dissenting Shares ”).

The following is only a summary of the Dissent Rights and the provisions of the CBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order as described below or any other interim order of the Court), which are technical and complex. A copy of Section 190 of the CBCA is attached as Appendix “H” to this Information Circular. It is recommended that any registered Shareholder wishing to avail themselves of the Dissent Rights seek legal advice, as failure to strictly comply with the provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) may prejudice their Dissent Rights.

Section 190 of the CBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the shares of a class held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that only a registered Shareholder may exercise the Dissent Rights in respect of Shares that are registered in that registered Shareholder’s name.

In many cases, Shares beneficially owned by a Beneficial Shareholder are registered either: (a) in the name of an Intermediary that the Beneficial Shareholder deals with in respect of the Shares; or (b) in the name of, or in the name of a nominee of, a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Shares are reregistered in the Beneficial Shareholder’s name). A Beneficial Shareholder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Beneficial Shareholder’s behalf (which, if the Shares are registered in the name of CDS Clearing and Depository Services Inc. or its nominee or other clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Shares in the name of the Beneficial Shareholder, in which case the Beneficial Shareholder would be able to exercise the Dissent Rights directly. In addition, pursuant to Section 190 of the CBCA and the Interim Order, a Dissenting Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Shareholder’s Shares but may dissent only with respect to all Shares held by such Dissenting Shareholder.

The dissent procedures require that a registered Shareholder who wishes to dissent must send a written notice of objection to the Arrangement Resolution to the Company at 801-175 Bloor Street East, North Tower Toronto, Ontario, Canada, M4W 3R8, Attention: Chief Financial Officer, to be received not later than 5:00 p.m. (Toronto time) on January 6, 2022 (or 5:00 p.m. (Toronto time) on the day which is two (2) Business Days immediately preceding any adjourned or postponed Meeting) and must otherwise strictly comply with the dissent procedures. A registered Shareholder who intends to exercise Dissent Rights in respect of the Arrangement Resolution should seek legal advice as failure to strictly comply with the dissent procedures will result in loss of Dissent Rights.

The provision of a Dissent Notice does not deprive a Dissenting Shareholder of such Shareholder’s right to vote at the Meeting; however, a Shareholder is not entitled to exercise the Dissent Rights with respect to any Shares if the Shareholder votes (or instructs or is deemed, by submission of an incomplete proxy or otherwise, to have instructed the Shareholder’s proxyholder to vote) in favour of the Arrangement Resolution. A vote against the Arrangement Resolution, an abstention from voting or the execution or exercise of a proxy does not constitute a Dissent Notice . A Dissenting Shareholder, however, may vote as a proxy for a Shareholder whose proxy required an affirmative vote, without affecting the Dissenting Shareholder’s right to exercise the Dissent Rights.

The Company is required within ten (10) days after the Shareholders adopt the Arrangement Resolution to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder that voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder that has not withdrawn its Dissent Notice prior to the Meeting must, within twenty (20) days after receipt of notice that the Arrangement Resolution has been adopted, or if the Dissenting Shareholder does not receive such notice, within twenty (20) days after learning that the Arrangement Resolution has been adopted, send to the Company a written notice containing such Dissenting Shareholder’s name and address, the number of Dissenting Shares, and a demand for payment of the fair value of such Shares (the “ Demand for Payment ”). Within thirty (30) days after sending the Demand for Payment, the Dissenting Shareholder must send to the Company Certificates representing the Dissenting Shares. The Company or the Depositary will endorse on Certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such Certificates to the Dissenting Shareholder. A Dissenting Shareholder that fails to

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make a Demand for Payment in the time required, or to send Certificates representing Dissenting Shares in the time required, has no right to make a claim under Section 190 of the CBCA.

Under Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, after sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares by the Purchaser as determined pursuant to the Interim Order, unless: (a) the Dissenting Shareholder withdraws its Dissent Notice before the Purchaser makes an Offer to Pay (as defined below); (b) the Purchaser fails to make an Offer to Pay in accordance with Section 190(12) of the CBCA and the Dissenting Shareholder withdraws the Demand for Payment; or (c) the Board of Directors revokes the Arrangement Resolution. In the circumstances described in (a) and (b), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Pursuant to the Plan of Arrangement, in no case shall the Purchaser, the Company or any other Person be required to recognize a Dissenting Shareholder as a Shareholder in respect of which Dissent Rights have been validly exercised after the time that is immediately prior to the Effective Time and the names of such Dissenting Shareholders shall be removed from the registers of holders of Shares in respect of which Dissent Rights have been validly exercised at the Effective Time and the Purchaser shall be recorded as the registered holder of such Shares and shall be deemed to be the legal owner of such Shares.

Pursuant to the Plan of Arrangement, each Dissenting Shareholder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Dissenting Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all liens (other than the right to be paid fair value for such Dissenting Shares as set out in the Plan of Arrangement) as provided in the Plan of Arrangement and if they: (a) ultimately are entitled to be paid fair value for such Dissenting Shares: (i) shall be deemed not to have participated in the Arrangement, (ii) will be entitled to be paid fair value of such Dissenting Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Dissenting Shares; or (b) ultimately are not entitled, for any reason, to be paid fair value for such Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a Shareholder that is not a Dissenting Shareholder and shall be entitled to receive only the Consideration contemplated by the Plan of Arrangement that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

The Purchaser is required, not later than seven (7) days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder that has sent a Demand for Payment a written offer to pay for its Dissenting Shares in an amount considered by the Board of Directors to be the fair value of the Dissenting Shares, accompanied by a statement showing the manner in which the fair value was determined (“ Offer to Pay ”). The Purchaser must pay for the Dissenting Shares of a Dissenting Shareholder within ten (10) days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Purchaser does not receive an acceptance within thirty (30) days after the Offer to Pay has been made.

If the Purchaser fails to make an Offer to Pay for a Dissenting Shareholder’s Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Purchaser may, within fifty (50) days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Purchaser fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of twenty (20) days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. Any such application by the Purchaser or a Dissenting Shareholder must be made to a court in Ontario or a court having jurisdiction in the place where the Dissenting Shareholder resides if the Purchaser carries on business in that province.

Before making any such application to a court itself after receiving a notice that a Dissenting Shareholder has made an application to a court, the Purchaser will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of a Dissenting Shareholder’s right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders that have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any other person is a Dissenting Shareholder that should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Purchaser in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

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The Arrangement Agreement provides that it is a condition to completion of the Arrangement in favour of the Purchaser that the Dissent Rights shall not have been validly exercised with respect to more than 5% of the issued and outstanding Shares. See “ Arrangement Agreement ”.

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THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is the result of extensive arm’s length negotiations between representatives of the Company and the Purchaser, as well as their respective advisors. The following is a summary of the main events that led to the execution of the Arrangement Agreement (including related definitive transaction agreements) and certain meetings, negotiations, discussions and actions of the various parties that preceded the public announcement of the Arrangement Agreement.

In December 2020, the Company completed its IPO of Shares, which included a treasury offering of Shares by the Company and a secondary offering of Shares by certain shareholders, at a price of $8.00 per Share. The capital raised through the IPO has and continues to support the Company’s North American expansion plans. The IPO followed the conclusion of a customary, comprehensive “dual-track” process which included an M&A sale process involving outreach to 51 potential purchasers and investors and the execution of 16 non-disclosure agreements.

The Company initially enjoyed strong share price performance following its IPO, and during this period the Company’s industry/sector peers performed similarly from a share price perspective. Beginning in the spring of 2021, however, the Company began to experience several strategic challenges, including:

A capital markets downturn resulted in lower share price performance for companies in the consumer-engaged telemedicine and North American healthcare technology segments. The Company’s share price was impacted by this market trend, which also adversely impacted the Company’s ability to execute strategic M&A transactions.
While the COVID-19 pandemic provided a tailwind for the Company’s business in many respects, it also resulted in delays and challenges in the Company’s sales cycle. This contributed to the Company being unsuccessful in obtaining new provincial government customers, despite the success of its arrangement with the Ontario Telemedicine Network, a division of Ontario Health. Due to the lack of success in obtaining other provincial government customers, as well as the strength of the Company’s offering of a free-to-consumer provision of therapist assisted internet-based cognitive behavioural therapy services pursuant to the Company’s agreement with Ontario Telemedicine Network, the Company’s revenue became increasingly concentrated under this sizable contract.
Institutional customers have increasingly exhibited a purchasing preference towards whole-person, single vendor solutions despite the strength of the Company’s patient outcomes and the uniqueness of its products focused on mental health. Alongside the growing recognition of the importance of mental healthcare and its impact on physical health, a consolidation trend has emerged whereby disease specialty companies are increasingly becoming part of broader “whole-person” care management companies.

Due to these challenges and other factors, many of which were outside of the Company’s control, the Company witnessed downward pressure on its share price, resulting in a meaningful decline since the IPO.

In July 2021, the Company received a preliminary expression of interest from an arm’s length third party (“ Party A ”) to acquire all of the outstanding Shares. Transaction terms were not discussed. The Board of Directors was made aware of the expression of interest from Party A and the Company executed a non-disclosure agreement with Party A. However, discussions with Party A never advanced beyond this preliminary stage.

On September 15, 2021, the Company received a non-binding proposal from an arm’s length third party (“ Party B ”) to acquire all of the outstanding Shares for a mixture of cash and common shares of Party B (the “ Party B Proposal ”). Party B also requested 60 days of exclusivity to undertake diligence and negotiate definitive transaction documentation.

On September 17, 2021, following discussions between Mr. Samuel L. Duboc and representatives of the Purchaser (including Mark Kohler, Essam Hamza and Karen Adams, the Chairman of the board, the Chief Executive Officer and the

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President of the Purchaser, respectively), the Company received a non-binding proposal from the Purchaser to acquire all of the outstanding Shares for $4.40 to $5.00 per Share for a mixture of cash and Purchaser Shares (the “ Initial CloudMD Proposal ”). In the preliminary discussions, the Purchaser had expressed that it was not interested in negotiating the Arrangement in the context of an auction and therefore also requested a 30-day exclusivity period to undertake diligence and negotiate definitive transaction documentation.

Over the following days, management of the Company carefully considered the Party B Proposal and the Initial CloudMD Proposal with advice from the Company’s financial advisors, TD Securities and Credit Suisse, as well the Company’s external legal counsel, Osler, Hoskin & Harcourt LLP (“ Osler ”). Mr. Samuel L. Duboc, in his capacity as Executive Chair of the Board of Directors, participated in these preliminary discussions and informed the remaining members of the Board of Directors of the two proposals.

On September 27, 2021, the Board of Directors convened to consider the Party B Proposal and the Initial CloudMD Proposal with management of the Company as well as representatives of TD Securities, Credit Suisse and Osler in attendance. The Board of Directors received a presentation from TD Securities and Credit Suisse regarding their analysis of a potential transaction with Party B or the Purchaser as well as management’s forecast. TD Securities and Credit Suisse reviewed current market conditions with the Board of Directors, presented on the primary strategic alternatives available to the Company, provided an overview of management’s financial forecast and discussed the advantages and disadvantages of a potential transaction with Party B or the Purchaser. The Board of Directors had detailed discussions, with input from management, TD Securities, Credit Suisse and Osler, regarding this analysis and considered various matters in respect of the Party B Proposal, the Initial CloudMD Proposal, the standalone prospects and strategy of the Company and the Company’s post-IPO performance. The Board of Directors then received advice from Osler regarding its duties and responsibilities in the context of a potential transaction and determined that it would be appropriate to form a working group of directors (the “ Special Committee ”) to oversee the review and consideration of the proposals received. The Board of Directors also considered and weighed the merits of soliciting expressions of interest from other potential acquirors. In considering the merits of undertaking such a market check, the Board of Directors determined that a broad solicitation of expressions of interest risked Party B and/or the Purchaser withdrawing their respective proposals, as each of Party B and the Purchaser had advised the Company that they would not participate in an auction for the Company. Having regard for the comprehensive “dual-track” process undertaken prior to the IPO, the Board of Directors was also of the view that a broad solicitation of expressions of interest was unlikely to produce better offers than a more targeted outreach to selected parties. Accordingly, the Board of Directors determined that any market check be limited to well capitalized, strategic acquirors that had either previously expressed an interest in a combination with the Company and/or had a strong strategic rationale to consider a transaction with the Company. The Board of Directors instructed management, together with TD Securities and Credit Suisse, to undertake such a targeted market check.

Beginning on September 27, 2021, members of management together with representatives of TD Securities and Credit Suisse began a targeted outreach to ten potential counterparties (not including Party B and the Purchaser) to determine whether such parties would be interested in pursuing a strategic combination with the Company. Five counterparties, including Party A and Party B, entered into non-disclosure and standstill agreements with the Company. Each counterparty that was contacted was determined, in the view of management, TD Securities and Credit Suisse, to be credible and capable of completing a strategic combination transaction with the Company.

On September 28, 2021, TD Securities and Credit Suisse met with the Purchaser’s financial advisor and suggested that the Purchaser narrow the consideration range proposed in the Initial CloudMD Proposal and also specify a range of the aggregate amount of cash that the Purchaser was prepared to offer.

On September 29, 2021, following discussions with the Purchaser and the financial advisors of each of the Company and the Purchaser, the Company received a revised non-binding proposal from the Purchaser to acquire all of the outstanding Shares for $4.80 to $5.20 per Share for a mixture of cash and Purchaser Shares (the “ Revised CloudMD Proposal ”). The Revised CloudMD Proposal included the cash component being $30 million to $50 million and provided for a 30-day exclusivity period to undertake diligence and negotiate definitive transaction documentation.

Also on September 29, 2021, the Board of Directors formally established the Special Committee comprised of Linda Mantia (Chair), Samuel L. Duboc, Elizabeth DelBianco and Bryan Kerdman. The mandate of the Special Committee empowered the Special Committee to, among other things, (i) to review, direct and supervise a strategic review of the proposals received by the Company as well as any other proposals that might be received, including soliciting expressions of interest from one or more parties that may wish to pursue a potential transaction; (ii) to assess, consider and review any potential transactions available to the Company or maintain the status quo; (iii) to direct and supervise, and if necessary or appropriate, to conduct, the negotiation and settlement of, subject to the final approval of the Board of Directors, the definitive terms of any potential transaction and any documentation that is required or desirable in connection therewith, and to advise the Board of

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Directors whether or not any potential transaction, in its final form, is in the best interests of the Company and the Shareholders and should be recommended to the Shareholders for approval. In carrying out its mandate, the Special Committee was, among other things, empowered to retain such independent advisors as the Special Committee determined to be necessary or desirable. Following the establishment of the Special Committee and having regard for the independence and qualifications of each of TD Securities and Credit Suisse, the Special Committee determined to retain TD Securities as the financial advisor to the Company and to retain Credit Suisse as strategic advisor to the Company. TD Securities and Credit Suisse were each formally retained pursuant to engagement agreements effective as of September 24, 2021, and September 27, 2021, respectively.

During this period, members of management together with representatives of TD Securities and Credit Suisse continued to engage with potential counterparties (other than Purchaser) and encouraged each to make an acquisition proposal to the Company. Following the entering into of a non-disclosure agreement with each such counterparty, management organized virtual presentations for each of the potential counterparties and responded to diligence inquiries.

On September 30, 2021, Ms. Mantia and Mr. Duboc met together with representatives of management, TD Securities, Credit Suisse and Osler to discuss developments and next steps. Ms. Mantia and Mr. Duboc instructed management, TD Securities and Credit Suisse to continue the outreach to potential counterparties.

On October 1, 2021, the Special Committee met together with representatives of management, TD Securities, Credit Suisse and Osler to receive an update as to the status of outreach to potential counterparties. The Special Committee also received preliminary financial advice from TD Securities regarding the Party B Proposal and the Revised CloudMD Proposal and determined that it would be appropriate to continue to solicit expressions of interest prior to agreeing to exclusivity with any potential counterparty.

Between October 1, 2021, and October 6, 2021, members of management together with representatives of TD Securities and Credit Suisse continued to engage with other potential counterparties to solicit expressions of interest and held virtual management meetings with such potential counterparties and responded to diligence inquiries.

On October 6, 2021, Party A made a non-binding proposal to acquire all of the outstanding Shares for a mixture of cash and common shares of Party A (the “ Party A Proposal ”).

On October 6, 2021, the Special Committee met together with representatives of management, TD Securities, Credit Suisse and Osler to receive an update as to the status of discussions with other potential counterparties, as well as an overview of the Party A Proposal, the Party B Proposal and the Revised CloudMD Proposal. The Special Committee was advised that each U.S.-based party that had been solicited pursuant to the targeted market check had declined to enter into a non-disclosure agreement and participate further in the process. Accordingly, the Special Committee considered whether or not it would be appropriate to solicit expressions of interest from additional parties, including financial buyers. Having regard for the lack of interest expressed by financial buyers in acquiring the Company during the comprehensive “dual-track” process undertaken prior to the IPO, the lack of synergies that would be available to such buyers, and the delays to the process that might result in the loss of the Party A Proposal, the Party B Proposal or the Revised CloudMD Proposal, the Special Committee determined not to solicit offers from any financial buyers at such time. TD Securities then presented its initial views regarding the value of the Company. The Special Committee then considered the Purchaser’s request for exclusivity versus continuing to explore the interest of other parties. Having regard for the superior financial terms of the Revised CloudMD Proposal as compared to the Party A Proposal and the Party B Proposal, the Special Committee instructed TD Securities and Credit Suisse to respond to the Purchaser’s financial advisor that the range of its proposed offer price was potentially attractive and that the Company would be willing to provide the Purchaser with a short period of exclusivity to finalize its offer price and consideration (i.e. cash and shares) mixture, while also allowing the Company time to complete its reciprocal due diligence on the Purchaser in light of the Purchaser shares to be received as partial consideration.

Later on October 6, 2021, the Company received a non-binding proposal from an arm’s length third party (“ Party C ”) that had been solicited as part of the targeted outreach beginning on September 27, 2021, to acquire all of the outstanding Shares for a mixture of cash and common shares of Party C (the “ Party C Proposal ”). TD Securities and Credit Suisse also met with the Purchaser’s financial advisor to advise that that the range of its proposed offer price was potentially attractive and that the Company would be willing to provide the Purchaser with a short period of exclusivity to finalize its offer price and consideration.

On October 12, 2021, the Purchaser’s financial advisor met with TD Securities and Credit Suisse and advised that the Purchaser was not interested in entering into a non-disclosure agreement and standstill agreement for only a short period of exclusivity and reiterated its request for a 30-day exclusivity period. The parties also discussed the possibility of a shorter

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exclusivity period coupled with an automatic extension upon satisfaction of certain conditions. Party B also advised that it was not prepared to materially increase the price of the Party B Proposal.

On October 13, 2021, the Board of Directors met together with representatives of management, TD Securities, Credit Suisse and Osler to receive an update as to the status of discussions with potential counterparties as well as an overview of the Party A Proposal, the Party B Proposal, the Revised CloudMD Proposal and the Party C Proposal. All other counterparties contacted in the targeted outreach, including those that had entered into non-disclosure agreements, indicated that they would not be submitting a proposal. The Board of Directors evaluated the offers at length, and with the benefit of advice from TD Securities and Credit Suisse, considered the premiums being offered and the type of consideration proposed by each of Party A, Party B, Party C and the Purchaser, the Company’s strategic value to such counterparties, the strategic merits of a business combination with each, each counterparties’ ability to consummate a transaction and their respective trading liquidity. In light of the terms and strategic merits of the Revised CloudMD Proposal, the results of the market check conducted by management, TD Securities and Credit Suisse, and after considering, with input of management, the other strategic alternatives available to the Company including the merits and risks of the Company’s standalone strategy, the Board of Directors concluded that the Revised CloudMD Proposal was a potentially attractive opportunity for the Company, the Shareholders and other stakeholders and that the Company should proceed with exclusive negotiations with the Purchaser and provide representatives of the Purchaser with access to customary due diligence materials, provided that the Purchaser enter into a satisfactory non-disclosure and standstill agreement with the Company.

Later on October 13, 2021, the parties and their advisors engaged in discussions regarding proposed amendments to the Revised CloudMD Proposal to provide the Purchaser with exclusivity until November 1, 2021, with such exclusivity period to be automatically extended to 7:00 am (Toronto time) on November 15, 2021, upon confirmation by the Purchaser of the offer price and form of consideration.

Following such discussions, the Company and the Purchaser entered into a mutual confidentiality, non-disclosure and standstill agreement and the Company returned a countersigned copy of the amended Revised CloudMD Proposal, which provided the Purchaser with an exclusive right to negotiate a potential transaction until November 15, 2021, subject to the Purchaser providing the necessary confirmations on November 1, 2021. At this time, the Company ceased all discussions with other potential counterparties, including Party A, Party B and Party C.

From October 15, 2021, to November 14, 2021, the Company, the Purchaser and their respective advisors conducted extensive and reciprocal business and legal due diligence investigations in respect of the Company and the Purchaser. This included presentations by the Company to management of the Purchaser on October 25, 2021, and by the Purchaser to the Board of Directors and management of the Company on November 1, 2021. During this time, the parties also commenced negotiation of the terms of definitive transaction documentation, including the covenants regarding the conduct of business during the interim period and the reference price of the Purchaser Shares. Throughout this period the Special Committee and the Board of Directors were kept informed on a timely basis of the negotiations. The Special Committee met with management as well as representatives of TD Securities, Credit Suisse and Osler several times during this period to discuss the status of negotiations with the Purchaser.

On November 1, 2021, the Purchaser confirmed its proposed price range and the form of consideration and the Board of Directors met to review the status of the potential transaction with the Purchaser.

During this period, after informing the Purchaser of their intention to do so, representative(s) of the Special Committee held discussions with representative(s) of each of the Supporting Shareholders to determine the potential support of each of the Supporting Shareholders for the Arrangement and provided a desired form of voting support agreement. All Supporting Shareholders indicated support for the Arrangement and agreed to enter into the form of voting support agreement that was presented. Osler, with the instruction and support of management and the Special Committee, engaged in extensive negotiations with the Purchaser with regards to the specific terms of the Arrangement Agreement, as well as all other transaction documents. In particular, the Special Committee considered the appropriateness of, and received advice with respect to, the reasonableness of the deal protection terms. Concurrently with these negotiations, TD Securities and Credit Suisse, with the instruction and support of management and the Special Committee, also engaged in extensive negotiations with the Purchaser with regards to the financial terms of the Arrangement. These negotiations culminated with the proposed final form of Arrangement Agreement, which was presented to the Special Committee and the Board of Directors on November 14, 2021.

When it became apparent that the transaction was close to a successful conclusion, a meeting of the Board of Directors was called for November 14, 2021, to review the proposed transaction and receive the report of the Special Committee.

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On November 14, 2021, the Special Committee and the Board of Directors met to consider the proposed transaction and to conduct a final review of its material terms and conditions, as set out in the definitive transaction documents, and to receive the advice of TD Securities and Osler. Representatives of Credit Suisse also participated in the meetings. TD Securities presented its analysis and reported its conclusion that, based upon and subject to the assumptions, limitations and qualifications contained in the Fairness Opinion, as at November 14, 2021, the Consideration to be received by the Shareholders under the Arrangement was fair, from a financial point of view, to such Shareholders. Following the presentation by TD Securities, Osler reviewed and discussed directors’ fiduciary duties in the context of assessing and approving the proposed transaction. Osler also provided an overview of the comprehensive steps undertaken by the Board of Directors to discharge such duties and did not observe any issues in that regard. Osler also provided the Board of Directors with an overview of the material terms of the Arrangement Agreement (including the Plan of Arrangement), the voting support agreements and the other definitive documents relating to the transaction. Following the presentations by TD Securities and Osler, the members of the Special Committee discussed the presentations and materials provided to them and the merits of the proposed transaction. After such discussions, the Special Committee unanimously determined that the Arrangement is in the best interests of the Company and unanimously recommended that the Board of Directors approve the Arrangement and that Shareholders vote in favour of the Arrangement Resolution. After discussion, the Board of Directors unanimously determined that the Arrangement is in the best interests of the Company and its stakeholders and fair to the Shareholders, and therefore approved the Arrangement and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution.

The Arrangement Agreement, the voting support agreements and the other definitive transaction documents were then entered into and delivered, as applicable. On November 15, 2021, the Arrangement was publicly announced prior to the open of markets.

On December 7, 2021, the Board of Directors met and approved this Information Circular and other procedural matters related thereto and to the Arrangement. As of December 10, 2021, the Parties agreed to minor amendments to the Arrangement Agreement to conform a section of the Plan of Arrangement and the Arrangement Agreement to the process to be used for making Tax Elections.

Recommendation of the Special Committee

Recommendation of the Board of Directors

After careful consideration and taking into account among other things, the recommendation of the Special Committee, the Board of Directors, after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders, and recommends that Shareholders vote FOR the Arrangement Resolution.

In forming its recommendation, the Board of Directors considered a number of factors, including, without limitation, the recommendation of the Special Committee and the factors listed below under “ The Arrangement – Reasons for the Arrangement ”. The Board of Directors based its recommendation upon the totality of the information presented to and considered by it in light of the knowledge of members of the Board of Directors of the business, financial condition and prospects of the Company and after taking into account the advice of the Company’s financial, legal and other advisors and the advice and input of management of the Company.

Reasons for the Arrangement

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approving the Arrangement. In view of the variety of factors and the amount of information considered in connection with the Arrangement, the Special Committee and the Board of Directors did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. Individual members of the Special Committee and the Board of Directors may have assigned different weights to different factors.

Ability to Participate in Future Potential Growth of the Purchaser. The Share Consideration being offered to the Shareholders under the Arrangement allows Shareholders to have an opportunity to participate in any potential increase in the value of the Purchaser after the Effective Date. The value of the Purchaser after the Effective Date may benefit from, among other things, the following:
Strength of the Purchaser following Acquisition of the Company. The Purchaser, after it has acquired the Company, will have a digital health platform expected to be one of North America’s leading fully-integrated health offerings, with a clinically-validated, broad continuum of care to address mild, moderate, acute and chronic mental and physical care.
Increased Scale and Financial Strength. The Purchaser is anticipated to benefit from a strong pro forma balance sheet, more robust cash flow and improved ability to raise capital and issue shares, each of which are expected to support the Purchaser’s organic and acquisitive growth initiatives following completion of the Arrangement.
Potential Revenue Opportunities and Customer Diversification. The Purchaser will benefit from potential cross-selling revenue opportunities from the Purchaser’s current five million covered lives, combined 5,500 corporate clients, and the Company’s strategic government and employer relationships. The Purchaser will benefit from an increased customer base as a result of acquiring the Company and will not have the concentration risk that the Company has with the agreement with Ontario Telemedicine Network, a division of Ontario Health, an agency established under the Ministry of Health, for the provision of psychology services in Ontario.
Anticipated Operational Synergies. The Purchaser has already identified cost savings of approximately $2 million and cross-sell synergies and has started to plan the integration of the Company’s synergistic healthcare solutions into its mental health services offerings. In addition, the Purchaser believes there are an additional $2 million in potential synergies available over time through the integration of the Company and the Purchaser’s other acquisitions.
Accelerated U.S. Expansion. The Company’s recent acquisition of a U.S.-based mental health provider combined with the Purchaser’s U.S.-based digital services and a dedicated U.S. sales team is expected to accelerate the expansion into the U.S. through organic growth and new and/or expanding distribution channels.
Significant Premium to the Shareholders. The implied offer price of $4.78 represents a premium of approximately 49% to the seven (7)-day volume weighted average price of the Shares as of November 12, 2021, the last trading day prior to the announcement of the Arrangement.
Certainty of Value and Liquidity. The Cash Consideration being offered to the Shareholders under the Arrangement allows Shareholders to immediately realize value for a portion of their investment and provides certainty of value and immediate liquidity.
Canadian Tax Deferral . Shareholders who hold their Shares as capital property, who are Eligible Holders, who receive Purchaser Shares under the Arrangement and who properly complete and file the required tax election, may benefit from a full or partial Canadian tax deferral in respect of capital gains that would otherwise be realized on the disposition of Shares. See “ Certain Canadian Federal Income Tax Considerations ”.
Fairness Opinion. The Board of Directors and the Special Committee received the Fairness Opinion, which provided that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. See “ The Arrangement – Fairness Opinion ”.
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Increased Trading Liquidity. The Purchaser after completion of the Arrangement will have a broader shareholder base and an expected increased trading liquidity and a larger public float than the Company presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Purchaser’s investor appeal with enhanced market interest and analyst coverage. By contrast, the Company has historically experienced limited trading liquidity, which makes it difficult for Shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
Consideration of Strategic Alternatives. The Board of Directors and the Special Committee conducted a review of various strategic alternatives, including the Company continuing to operate as an independent stand-alone business, and the Company entering into a strategic or sale arrangement with another interested party. In furtherance of the foregoing, the Board of Directors and the Special Committee took into consideration the potential rewards, risks and uncertainties associated with these and other alternatives, including stock market uncertainties which could affect the value of the Shares. Following a consideration of the alternatives available to the Company, the Board of Directors and the Special Committee concluded that the Arrangement is the most favourable alternative for the Company to pursue (and can be achieved with less risk) than the value that might have been realized through pursuing other alternatives reasonably available to the Company. These included:
Executing on Its Current Strategic Plan. The Special Committee and the Board undertook a detailed assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company as an independent, publicly traded company, including the challenges the Company has experienced and the risks facing the Company described above under “ The Arrangement – Background to the Arrangement ”; and
Sale to a Potential Competing Bidder. It was the Special Committee’s and the Board of Directors’ view that there was significant uncertainty associated with realizing an alternative transaction with another potential buyer on more attractive terms, in light of the fact that that ten prospective strategic buyers were contacted prior to entering into exclusivity with the Purchaser and none of the other proposals provided for terms that were more attractive than those offered by the Purchaser. The Special Committee and the Board also identified the Purchaser as a strong strategic partner for the Company with high synergistic opportunities.
Procedural Safeguards. For the Arrangement to proceed, among other things, (i) the Arrangement Resolution must be approved by not less than two-thirds of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, (ii) the Arrangement Resolution must be approved by a simple majority of the votes cast at the Meeting by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of MI 61-101, and (iii) the Arrangement must be approved by the Ontario Superior Court of Justice (Commercial List), which will consider, among other things, the fairness of the Arrangement. In addition, Shareholders have been provided with Dissent Rights with respect to the Arrangement.
Arm’s Length Negotiations and Oversight. The Arrangement Agreement is the result of robust, arm’s length negotiations involving the Company, on the one hand, and the Purchaser, on the other hand. Extensive financial, legal and other advice was provided to the Special Committee and the Board of Directors. Such advice included detailed financial advice from highly qualified financial advisors, including with respect to remaining an independent publicly traded company and continuing to pursue the Company’s business plan on a stand-alone basis.
Director & Officer and Shareholder Support. Directors, executive officers and the other Supporting Shareholders, representing in the aggregate approximately 28% of the issued and outstanding Shares, have entered into irrevocable Support and Voting Agreements pursuant to which each has agreed to vote in favour of the Arrangement Resolution, subject to customary exceptions.
Ability to Respond to Superior Proposal. Under the Arrangement Agreement, the Board of Directors, in certain circumstances prior to Shareholder approval being obtained in respect of the Arrangement, is able to consider, accept and enter into a definitive agreement with respect to a Superior Proposal, or withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement Resolution. In the view of the Board of Directors and the Special Committee, the amount of the Termination Fee (being $4.1 million), which is payable by the Company in certain circumstances described under “ Summary of Material Agreements – The Arrangement Agreement – Termination – Termination Fees ” would not preclude a third party from making a Superior Proposal.
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Limited Conditions to Closing. The Purchaser’s obligation to complete the transaction is subject to a limited number of customary conditions the Special Committee and the Board of Directors believe are reasonable in the circumstances. The completion of the Arrangement is not subject to any financing condition or approval by shareholders of the Purchaser.
Dissent Rights. Shareholders have the right to dissent with respect to the Arrangement Resolution and demand payment of the fair value of their Shares.

the risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuit of the Arrangement, the diversion of management’s attention away from conducting the Company’s business in the ordinary course and the potential impact on the Company’s current business relationships (including with current and prospective employees, customers, suppliers and partners);
the limitations contained in the Arrangement Agreement on the Company’s ability to solicit alternative transactions from third parties, as well as the fact that if the Arrangement Agreement is terminated in certain circumstances the Company may be required to pay the Termination Fee or the expense reimbursement, which may adversely affect the Company’s financial condition;
the fact that if the Arrangement Agreement is terminated and the Board of Directors decides to seek another transaction or business combination, there is no assurance that the Company will be able to find a party willing to pay greater or equivalent value compared to the Consideration available to Shareholders under the Arrangement or that the continued operation of the Company under its current business model will yield equivalent or greater value to Shareholders compared to that available under the Arrangement Agreement;
the restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Company’s business and operations during the period between the execution of the Arrangement Agreement and the consummation of the Arrangement or the termination of the Arrangement Agreement;
the conditions to the Purchaser’s obligation to complete the Arrangement and the rights of the Purchaser to terminate the Arrangement Agreement in certain circumstances;
the fact that under the Arrangement Agreement, the Company’s directors and certain of its executive officers may receive benefits that differ from, or be in addition to, the interests of Shareholders generally as described under “ The Arrangement – Interests of Certain Persons in the Arrangement ”; and
other risks associated with the parties’ ability to complete the Arrangement.

The Special Committee and the Board of Directors’ reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “ Management Information Circular – Forward-looking Statements ” and “ Risk Factors ”.

Support and Voting Agreements

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Fairness Opinion

In connection with their evaluation of the Arrangement, the Company, on behalf of the Special Committee and the Board of Directors, retained TD Securities to act as financial advisor to the Special Committee, the Board of Directors and the Company pursuant to an engagement letter dated November 14, 2021 (the “ TD Securities Engagement Agreement ”) which was effective September 24, 2021. Pursuant to the TD Securities Engagement Agreement, TD Securities agreed to provide, among other things, financial analysis and advice in connection with the evaluation of a potential sale transaction involving the Company to a third party, and if requested, to deliver to the Special Committee and the Board of Directors an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Company or the Shareholders in certain specified transactions.

A significant portion of the fees payable to TD Securities is contingent on completion of the Arrangement. TD Securities received a fixed fee for rendering the Fairness Opinion, with such fee being creditable towards any completion fee otherwise payable. The Company also agreed to reimburse TD Securities for reasonable out-of-pocket expenses and to indemnify TD Securities against certain liabilities that might arise out of their engagement.

In connection with the evaluation of the Arrangement, each of the Special Committee and the Board of Directors considered the advice and financial analyses provided by TD Securities and received the Fairness Opinion. The Fairness Opinion was only one of many factors considered by the Special Committee and the Board of Directors in evaluating the Arrangement and was not determinative of their views with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement.

At meetings of the Special Committee and the Board of Directors held on November 14, 2021, TD Securities delivered an oral opinion, subsequently confirmed in writing, that based upon and subject to the assumptions and limitations set forth in the Fairness Opinion, as of November 14, 2021, the Consideration to be received by such Shareholders, pursuant to the terms of the Arrangement Agreement, is fair, from a financial point of view, to such Shareholders.

Neither TD Securities, nor any of its affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company or the Purchaser (collectively, for purposes of this paragraph, the “ Interested Parties ”). TD Securities has not been engaged to provide any financial advisory services nor has TD Securities participated in any financings involving the Interested Parties within the past two years, other than: (i) acting as financial advisor to the Special Committee, the Board of Directors and the Company pursuant to the TD Securities Engagement Agreement; (ii) acting as joint bookrunner on MindBeacon’s $74.8 million initial public offering on the TSX in December 2020; and (iii) engagements from time to time with affiliates of TD Securities for investment banking services relating to the potential sale of, or capital raise by such affiliates for which TD Securities has not received any fees within the past two years. There are no understandings, agreements or commitments between TD Securities and any of the Interested Parties with respect to future business dealings. TD Securities may, in the future, in the ordinary course of business, provide financing, financial advisory, investment banking, or other financial services to one or more of the Interested Parties from time to time.

The foregoing summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion attached as Appendix “E” to this Information Circular, which sets forth among other things, assumptions made, matters considered, information reviewed and limitations and qualifications on the review undertaken by TD Securities in connection with the Fairness Opinion. Shareholders are urged to, and should, read the Fairness Opinion in its entirety. In considering fairness, from a financial point of view, TD Securities considered the Transaction from the perspective of MindBeacon generally and did not consider the specific circumstances of Shareholders or any particular Shareholder, including with regard to income tax considerations.

The Fairness Opinion was provided solely for use of the Special Committee and the Board of Directors in connection with the evaluation of the fairness, from a financial point of view, to the Shareholders of the Consideration, and the Fairness Opinion may not be relied upon by any other person. The Fairness Opinion is not, and is not intended to be, and does not constitute, a recommendation as to how Shareholders should vote in respect of the Arrangement Resolution.

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Arrangement Steps

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, attached as Appendix “D” to this Information Circular.

(a) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plans, shall be deemed to be unconditionally vested and exercisable, and such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ Net Option Surrender Shares ”) equal to (i) the number of Shares subject to such Option immediately prior to the Effective Time minus (ii) the number of Shares that, when multiplied by the Company Share Reference Price, is equal to the aggregate exercise price of such Company Option, and for greater certainty, where such amount is negative, no Net Option Surrender Shares shall be issued, and the holder of such Company Option shall be, and shall be deemed to be, the holder of such Net Option Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such Company Option shall not be entitled to a certificate or other document representing the Net Option Surrender Shares so issued, and each such Company Option shall immediately be cancelled;
(b) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Incentive Plan, shall be deemed to be unconditionally vested, and such RSU shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ RSU Surrender Shares ”) equal to the number of Shares subject to such RSU immediately prior to the Effective Time, and the holder of such RSU shall be, and shall be deemed to be, the holder of such number of RSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such RSU shall not be entitled to a certificate or other document representing the RSU Surrender Share so issued, and each such RSU shall immediately be cancelled;
(c) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Non-Employee Directors DSU Plan, shall be deemed to be unconditionally vested, and such DSU shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ DSU Surrender Shares ”) equal to the number of Shares subject to such DSU immediately prior to the Effective Time, and the holder of such DSU shall be, and shall be deemed to be, the holder of such number of DSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such DSU shall not be entitled to a certificate or other document representing the DSU Surrender Shares so issued, and each such DSU shall immediately be cancelled;
(d) each (i) vested PSU outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (“ PSU Surrender Shares ”) equal to the number of Shares subject to such PSU immediately prior to the Effective Time, and the holder of such PSU shall be, and shall be deemed to be, the holder of such number of PSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such PSU shall be not be entitled to a certificate or other document representing the PSU Surrender Shares so issued, and each such PSU shall immediately be cancelled; and (ii) unvested PSU outstanding immediately prior to the Effective Time shall immediately be cancelled for no consideration;
(e) simultaneously with the transfers in Section (a) above, Section (b) above, Section (c) above and Section (d) above, (i) each holder of Company Options, RSUs, PSUs and DSUs shall cease to be a holder of such
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Company Options, RSUs, PSUs and DSUs and cease to have any rights as under the Stock Option Plans or other agreements, grants, and similar instruments related to such Company Options, RSUs, PSUs and DSUs, as applicable, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans and all agreements, grants, and similar instruments relating to the Company Options, RSUs, PSUs and DSUs shall be terminated and shall be of no further force and effect, and (iv) each holder of Company Options, RSUs, PSUs and DSUs shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section (a) above, Section (b) above, Section (c) above and Section (d) above at the time and in the manner specified in Section (a) above, Section (b) above, Section (c) above and Section (d) above;

(f) each of the Shares held by Dissenting Holders shall be deemed to have been transferred without any further act or formality to the Purchaser, free and clear of all Liens, in consideration for a debt claim against the Purchaser for the amount determined under Article 3 of the Plan of Arrangement, and:
(i) such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1 of the Plan of Arrangement;
(ii) such Dissenting Holders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the legal and beneficial owner of such Shares so transferred, free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
(g) each Share outstanding immediately prior to the Effective Time (including, for greater certainty, the Net Option Surrender Shares, the RSU Surrender Shares, the DSU Surrender Shares and the PSU Surrender Shares issued pursuant to Section (a) above, Section (b) above, Section (c) above and Section (d) above, respectively), other than Shares held by a Dissenting Holder, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser, free and clear of all Liens, in exchange for the Consideration, and:
(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement;
(ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the legal and beneficial owner of such Shares so transferred, free and clear of all Liens, and shall be entered in the register of the Shares maintained by or on behalf of the Company, such that following the transactions contemplated by Section (f) above and Section (g) above, the Purchaser shall be the legal and beneficial owner of 100% of the Shares.

Effective Date

The Arrangement will become effective on the date shown on the Certificate of Arrangement to be endorsed by the Director on the Articles of Arrangement giving effect to the Arrangement in accordance with the CBCA.

Fees and Expenses

All expenses incurred in connection with the Arrangement and the transactions contemplated thereby will be paid by the party incurring such expenses, as contemplated by the Arrangement Agreement. The estimated fees, costs and expenses of the Company in connection with the Arrangement contemplated herein including, without limitation, financial advisors’ fees, filing fees, legal and accounting fees, proxy solicitation fees and printing and mailing costs, are expected to aggregate approximately $4 million based on certain assumptions.

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Source of Funds

The total amount of Consideration required to complete the transactions contemplated by the Arrangement Agreement will be approximately $29.9 million and approximately 54.8 million Purchaser Shares. The Purchaser represented in the Arrangement Agreement that it will have at the Effective Time sufficient funds to consummate the transactions contemplated by the Arrangement Agreement. The Purchaser expects the Cash Consideration to be paid for with cash on hand. The Arrangement is not subject to a financing condition.

The Purchaser expects the Purchaser Shares to be delivered in satisfaction of the aggregate Share Consideration to be newly issued Purchaser Shares.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Special Committee and the Board of Directors, Shareholders should be aware that directors and executive officers of the Company may have interests in the Arrangement or may receive certain collateral benefits (as such term is defined in MI 61-101) that differ from, or are in addition to, the interests of Shareholders generally. Other than the interests and benefits described below, none of the directors or officers of the Company or, to the knowledge of the directors and executive officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement.

All of the benefits received, or to be received, by directors, officers or employees of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for the Shares held by such persons and no consideration is, or will be, conditional on the person supporting the Arrangement.

Retention Bonuses

On November 14, 2021, the Board of Directors approved, in connection with the Arrangement and to ensure the continued services of certain employees of the Company who are expected to be integral to the Arrangement and the operations of the Purchaser after completion of the Arrangement, the payment of retention bonuses (the “ Retention Bonuses ”) totaling an aggregate of up to $1,250,000, subject to the terms and conditions of the relevant letter agreements between the Company and such employees.

Termination and Change of Control Benefits

There are no change of control benefits payable upon the closing of the Arrangement under any employment, consulting or any other agreements between the Company and any of its directors or officers. Further, Messrs. Duboc, Plunkett and Kelly and Mses. Blessing and Blair are entitled to payment of prescribed amounts on termination of their respective agreement with the Company, and Mr. Duboc waived his rights to the payment of any such amounts in connection with his separation from the Company, which is expected to occur upon the closing of the Arrangement.

Intentions of Directors and Executive Officers

As of the Record Date, the directors and officers, collectively, beneficially owned, directly or indirectly, or exercised control or direction over, in the aggregate 3,792,077 Shares, which represented approximately 16% of the issued and outstanding Shares as of the Record Date.

Pursuant to the Support and Voting Agreements, the Supporting Shareholders have agreed, among other things, to vote their Shares FOR the Arrangement Resolution. See “ The Arrangement – Support and Voting Agreements ”.

Company Options

As of December 9, 2021 (the day prior to the date of this Information Circular), the Company had an aggregate of 2,123,456 Company Options outstanding. In accordance with the Arrangement, each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan, shall be deemed to be unconditionally vested and exercisable, and such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in

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exchange for the issuance by the Company of the Net Option Surrender Shares, and each such Company Option shall immediately be cancelled.

RSUs

As of the Record Date, the Company had nil RSUs outstanding. Although the Company does not expect any RSUs to be outstanding immediately prior to the Effective Time, if there are any RSUs outstanding at such time, in accordance with the Arrangement, each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Incentive Plan, shall be deemed to be unconditionally vested, and such RSU shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share equal to the number of Shares subject to such RSU immediately prior to the Effective Time, and the holder of such RSU shall be, and shall be deemed to be, the holder of such number of RSU Surrender Shares, and each such RSU shall immediately be cancelled.

DSUs

As of the Record Date, the Company had an aggregate of 40,294 DSUs outstanding and all such DSUs were fully vested. In accordance with the Arrangement, each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Non-Employee Directors DSU Plan, shall be deemed to be unconditionally vested, and such DSU shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ DSU Surrender Shares ”) equal to the number of Shares subject to such DSU immediately prior to the Effective Time, and the holder of such DSU shall be, and shall be deemed to be, the holder of such number of DSU Surrender Shares, and each such DSU shall immediately be cancelled.

PSUs

As of the Record Date, the Company had an aggregate of 300,000 PSUs outstanding and all such PSUs were unvested and are expected to be unvested immediately prior to the Effective Time. In accordance with the Arrangement, each (i) vested PSU outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share, equal to the number of Shares subject to such PSU immediately prior to the Effective Time, and each such PSU shall immediately be cancelled; and (ii) unvested PSU outstanding immediately prior to the Effective Time shall immediately be cancelled for no consideration.

Securityholdings

The following table sets out the names and positions of the directors and executive officers of the Company as of December 10, 2021, the number of Shares, Company Options, DSUs, RSUs and PSUs owned or over which control or direction was exercised by each such director or officer of the Company and, where known after reasonable inquiry, by their respective associates or affiliates.

Name and Position with the Company	Shares	Options	RSUs	DSUs	PSUs
Samuel L. Duboc, Executive Chairman	84,322	250,042	-	-	-
Bryan Kerdman, Director	200,643	20,076	-	6,792	-
Claire Duboc, Director	3,289,193(1)	166,694	-	6,187	-
David Fuller, Director	-	30,000	-	6,336	-
Michael Apkon, Director	-	20,076	-	6,792	-

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Name and Position with the Company	Shares	Options	RSUs	DSUs	PSUs
Elizabeth DelBianco, Director	165,169	-	-	6,187	-
Linda Mantia, Director	18,750	-	-	8,001	-
Dan Clark, President and Chief Executive Officer	10,000	300,000	-	-	300,000
Adam Kelly, Chief Commercial Officer	-	208,368	-	-	-
John Plunkett, Chief Financial Officer	24,000(2)	113,000	-	-	-
Lori Ann Blessing Chief Clinical Officer	-	100,000	-	-	-
Meg Blair Vice President, People & Culture	-	40,000	-	-	-

Notes:

(1) 1,638,516 Shares are owned by Elkland Capital Inc. and 1,194,277 Shares are owned by Elkland Capital L.P., and Claire Duboc controls both entities.

(2) 7,000 Shares are beneficially owned by Bethany Plunkett.

Insurance and Indemnification

The Arrangement Agreement provides that, prior to the Effective Date, the Company may purchase prepaid noncancellable “tail” or “run off” policies of directors’ and officers’ liability insurance, at a cost not exceeding 300% of the Company’s current annual aggregate premium for directors’ and officers’ liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six (6) years from the Effective Date in respect of claims arising from facts or events which occurred on or prior to the Effective Date.

The Arrangement Agreement also provides that the Purchaser shall, from and after the Effective Time, honour all rights to indemnification or exculpation existing as of such date in favour of present and former employees, officers and directors of the Company and its Subsidiaries as provided by contracts or agreements to which the Company is a party and in effect as of such date, copies of which have been disclosed and provided to the Purchaser, and such rights shall survive completion of the Arrangement for a period of not less than six (6) years.

Required Shareholder Approval

In order for the Arrangement to be effected, Shareholders will be asked to consider and, if deemed advisable, approve the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by the affirmative vote of: (a) at least two-thirds (2/3) of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than any person required to be excluded for the purpose of such vote under Section 8.1(2) of MI 61-101.

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Information Circular as Appendices “B” and “D”, respectively.

Regulatory Matters

Court Approval

An arrangement of a company under the CBCA requires sanction by the Court. On December 10, 2021, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the

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Interim Order and the notice of application for the Final Order are attached to this Information Circular as Appendices “F” and “G”, respectively.

If the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, the Company will apply to the Court to obtain the Final Order. The hearing in respect of the Final Order is scheduled to take place virtually before the Ontario Superior Court of Justice (Commercial List) located at 330 University Avenue, Toronto, Ontario on January 12, 2022 at 9:30 a.m. (Toronto time), or as soon after such time as counsel may be heard (the “ Presentation Date ”). Any Securityholder wishing to appear in person or to be represented by counsel at the hearing of the motion for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order, including filing a Notice of appearance with the Court and serving same upon the Company and the Purchaser via their respective counsel as soon as reasonably practicable and, in any event, no less than two (2) days before the Presentation Date.

The Court has broad discretion under the CBCA when making orders with respect to arrangements. The Court, when hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement to Securityholders. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

Once the Final Order is granted and the other conditions contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Articles of Arrangement will be filed with the Director under the CBCA for issuance of the Certificate of Arrangement giving effect to the Arrangement.

Canadian Securities Law Matters

MI 61-101

The Company is a reporting issuer in each of the provinces of Canada and, accordingly, is subject to applicable Canadian Securities Laws, including MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure fair treatment of securityholders in transactions which raise the potential for conflicts of interest, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, and, in certain instances, independent valuations. Approval and oversight of these transactions by a special committee of independent directors is recommended by MI 61-101. The protections afforded by MI 61-101 apply to “business combinations” (as defined in MI 61-101) which are transactions that can result in the interests of securityholders being terminated without their consent. The Arrangement will constitute a “business combination” for the purposes of MI 61-101 if, among other things, any “related party” (as defined in MI 61-101) is entitled to receive, directly or indirectly, as a consequence of the Arrangement: (a) consideration per Share that is not identical in amount and form to that received by Shareholders generally; (b) a “collateral benefit” (as defined in MI 61-101); or (c) consideration for securities of a class of equity securities of the Company if the Company has more than one outstanding class of equity securities, unless that consideration is not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities.

Collateral Benefits

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a “related party” of the issuer (which includes the directors and senior officers of the issuer) is entitled to receive, directly or indirectly, as a consequence of the transaction, including, an increase in salary, a lump-sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the issuer.

MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee or director of an issuer where, among other things, (a) the benefit is not conferred for the purposes of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction or bid in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction (and which disclosure has been provided herein); and (d) at the time the transaction is agreed to, the related party and their associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer (the “ De Minimis Exemption ”).

In addition, MI 61-101 also excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee or director of an issuer where such benefit meets the criteria described in (a) to (c) of the previous paragraph and (i) the related party discloses to an independent committee of

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the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities beneficially owned by the related party, (ii) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in clause (i) above, and (iii) the independent committee’s determination is disclosed in the disclosure document for the transaction (and which disclosure has been provided herein) (the “ Independent Committee Exemption ”).

In accordance with the terms of the Plan of Arrangement, each Company Option, RSU and DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be unconditionally vested, and such Company Option, RSU or DSU shall be deemed to be assigned and transferred to the Company in exchange for: (a) in the case of Company Options, the issuance by the Company of that number of Shares rounded down to the nearest whole Share equal to (i) the number of Shares subject to such Company Option immediately prior to the Effective Time minus (ii) the number of Shares that, when multiplied by the Company Share Reference Price, is equal to the aggregate exercise price of such Company Option; (b) in the case of RSUs, the issuance by the Company of that number of Shares rounded down to the nearest whole Share equal to the number of Shares subject to such RSU immediately prior to the Effective Time; and (c) in the case of DSUs, the issuance by the Company of that number of Shares rounded down to the nearest whole Share equal to the number of Shares subject to such DSU immediately prior to the Effective Time. Each vested PSU outstanding immediately prior to the Effective Time shall be deemed to be assigned and transferred to the Company in exchange for the issuance by the Company of the PSU Surrender Shares equal to the number of Shares subject to such PSU immediately prior to the Effective Time. Each unvested PSU outstanding immediately prior to the Effective Time shall immediately be cancelled for no consideration.

In addition, certain members of senior management of the Company will receive a Retention Bonus in connection with the Arrangement. See “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

As a result of the acceleration of Company Options and the granting of the Retention Bonuses (as there will be no RSUs or vested PSUs outstanding immediately prior to the Effective Time and all outstanding DSUs are already fully vested), each of the directors and members of the Company’s senior management team that is expected to receive such a benefit may be considered to be receiving a “collateral benefit” in connection with the Arrangement, unless either the De Minimis Exemption or the Independent Committee Exemption is available.

The De Minimis Exemption is available to all of the directors and members of the Company’s senior management team who will be receiving a collateral benefit (other than Claire Duboc and Dan Clark, who hold approximately 14.63% and 1.3% of the Shares, calculated in accordance with MI 61-101). Since each of Ms. Duboc and Mr. Clark held more than 1% of the Shares (calculated in accordance with MI 61-101) at the time the Arrangement Agreement was entered into, the De Minimis Exemption is not available.

In connection with approving this Information Circular, an independent committee of the Board of Directors comprised of each of the Directors considered to be “independent” for the purposes of MI 61-101 considered the availability of the Independent Committee Exemption with respect to Ms. Duboc. Ms. Duboc disclosed to the Special Committee the consideration that she expects to receive for the Shares, Options and DSUs that she beneficially owns. This independent committee, acting in good faith, determined that the value of the acceleration of Company Options that she will receive, net of any offsetting costs, is less than 5% of the consideration that she will receive for the Shares that she beneficially owns, and accordingly determined the Independent Committee Exemption is available.

The value of the acceleration of the Company Options and the Retention Bonus that Mr. Clark is entitled to receive exceed 5% of the consideration that he will receive for the Shares that he beneficially owns, and accordingly the Independent Committee Exemption is not available with respect to Mr. Clark and the Arrangement is a “business combination” for the purposes of MI 61-101.

Minority Shareholder Approval

As the Arrangement is a “business combination” for the purposes of MI 61-101 (as described above), the Arrangement Resolution will require “minority approval” in accordance with MI 61-101, which will require approval of the Shareholders, by a majority of the votes cast, excluding the votes attached to securities beneficially owned, or over which control or direction is exercised, by “related parties” of the Company who can be considered to be receiving a “collateral benefit” in connection with the Arrangement. This approval is in addition to the requirement that the Arrangement Resolution be approved by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting and entitled to vote.

In summary, for purposes of the minority approval requirements of MI 61-101, all of the 10,000 Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by Dan Clark, or his related parties or joint actors,

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representing in the aggregate approximately 0.04% of the issued and outstanding Shares as of the Record Date, will be excluded in determining whether minority approval for the Arrangement is obtained. The Shares to be excluded for purposes of the minority approval requirement are set out below:

Shareholder	Shares	Shares
	#	%
Dan Clark	10,000	0.04

Pursuant to Section 4.3(1) of MI 61-101, the Company is not required to obtain a formal valuation in connection with the Arrangement.

To the knowledge of the Company and its directors and senior officers, after reasonable inquiry, there have been no prior valuations in respect of the Company (as contemplated in MI 61- 101) in the twenty-four (24) months prior to the date of the Arrangement Agreement and, except as disclosed in this Information Circular under the heading “ The Arrangement – Background to the Arrangement ”, no bona fide prior offer (as contemplated in MI 61-101) that relates to the transactions contemplated by the Arrangement has been received by the Company during the twenty-four (24) months before the execution of the Arrangement Agreement.

Issuance and Resale of Consideration Shares

The issue of the Purchaser Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of applicable Securities Laws. The Purchaser Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities ; (ii) no unusual effort is made to prepare the market or to create a demand for Purchaser Shares; (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale; and (iv) if the selling securityholder is an insider or officer of the Purchaser, the selling securityholder has no reasonable grounds to believe that the Purchaser is in default of applicable Securities Laws.

- Reporting Issuer Status and Stock Exchange De Listing and Approvals

The Company is a reporting issuer in each of the provinces and territories of Canada. The Shares are currently listed for trading on the TSX under the symbol “MBCN”. Pursuant to the Arrangement, the Company will become a wholly-owned subsidiary of the Purchaser. Following the Effective Date, the Shares are expected to be de-listed from the TSX (anticipated to be effective two or three Business Days following the Effective Date) and the Purchaser expects to apply to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer.

The Purchaser Shares are listed on the TSXV and the TSXV has conditionally approved the listing of the Purchaser Shares to be issued pursuant to the Arrangement, subject to filing certain documents prior to the closing of the Arrangement. See “ The Arrangement – Conditions to the Arrangement Becoming Effective – Mutual Conditions Precedent ”.

U.S. Securities Law Matters

All recipients of Purchaser Shares in the United States are urged to obtain legal advice to ensure that their resale of such securities complies with applicable U.S. Securities Laws. Also see “ Notice to Securityholders in the United States ”.

Securityholders in the United States who resell Purchaser Shares must also comply with Canadian Securities Laws, as outlined above.

Status Under U.S. Federal Securities Laws

Neither the Company nor the Purchaser has any class of securities registered under the U.S. Exchange Act, and each of them is a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act. As a result, neither the Company nor the Purchaser is subject to the proxy requirements, insider reporting requirements or “short swing” profit rules of the U.S. Exchange Act.

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Exemption Relied Upon from the Registration Requirements of the U.S. Securities Act

The Purchaser Shares to be issued to Securityholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on the exemption afforded by Section 3(a)(10) of the U.S. Securities Act and corresponding exemptions from the registration or qualification requirements of state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts from registration the offer and sale of a security which is issued in specified exchange transactions where, among other things, the fairness of the terms and conditions of such exchange are approved after a hearing on the fairness of such terms and conditions, at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or governmental authority expressly authorized by Law to grant such approval and to hold such a hearing. Accordingly, the Final Order, if granted by the Court, constitutes a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the Purchaser Shares issued in connection with the Arrangement.

Resale of Purchaser Shares by Affiliates

The Purchaser Shares to be issued to Securityholders under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except that the U.S. Securities Act imposes restrictions on the resale of Purchaser Shares received pursuant to the Arrangement by persons who are at the time of a resale, or who were within three (3) months before the resale, “affiliates” (within the meaning of Rule 144 under the U.S. Securities) of the Purchaser. An “affiliate” of an issuer is generally a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer and typically persons who are executive officers, directors or 10% or greater shareholders of an issuer may be considered to be its “affiliates”.

In general, under Regulation S of the U.S. Securities Act, persons who are affiliates of the Purchaser solely by virtue of their status as an officer or director of the Purchaser may sell Purchaser Shares outside the United States in an “offshore transaction” if neither the seller nor any person acting on its behalf engages in “directed selling efforts” in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker’s commission. For purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered” in the sale transaction. Certain additional restrictions apply under Regulation S to a holder of Purchaser Shares who is an affiliate of the Purchaser after the Arrangement other than by virtue of their status as an officer or director of the Purchaser.

Any holder of Purchaser Shares who is an affiliate of the Purchaser at the time of a proposed resale, or has been an affiliate within three (3) months before a proposed resale, is urged to consult with its own legal advisor to ensure that any proposed resale of Purchaser Shares issued to them under the Arrangement complies with applicable U.S. Securities Act requirements.

State “Blue Sky” Securities Laws

No Purchaser Shares to be issued to Securityholders pursuant to the Arrangement will be delivered to persons in any state where the applicable state “blue sky” securities laws do not provide an exemption from the registration or qualification requirements of the securities laws of that state. All Purchaser Shares issued to Securityholder pursuant to the Arrangement that would otherwise be delivered to persons in such states may be sold on their behalf, and Securityholders in such states shall be entitled to receive a cash payment in the amount of their pro rata entitlement to the net sale proceeds.

Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the Company will remain a reporting issuer and the Shares will continue to be listed on the TSX. See “ Risk Factors – Risk Factors Relating to the Arrangement ”.

RISK FACTORS

Shareholders should carefully consider the following risk factors in evaluating whether to approve the Arrangement. These risk factors should be considered in conjunction with the other information included in this Information Circular, including certain sections of documents publicly filed, which sections are incorporated by reference herein.

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Risk Factors Relating to the Arrangement

There can be no certainty that all conditions to the Arrangement will be satisfied or waived. Failure to complete the Arrangement could negatively impact the share price of the Shares or otherwise adversely affect the business of the Company.

The completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of the Company, including the approval by the Shareholders and receipt of the Final Order. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or waived or, if satisfied or waived, when they will be satisfied or waived.

If the Arrangement is not completed, the market price of the Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board of Directors decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed.

In addition, since the completion of the Arrangement is subject to uncertainty, officers and employees of the Company may experience uncertainty about their future roles with the Company. This may adversely affect the Company’s ability to attract or to retain key management and personnel in the period until the Arrangement is completed or terminated.

The Arrangement Agreement may be terminated in certain circumstances, including in the event of a Company Material Adverse Effect.

Each of the Company and the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be terminated by either the Company or the Purchaser before the completion of the Arrangement. For example, the Purchaser has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that have a Company Material Adverse Effect. Although a Company Material Adverse Effect excludes certain events that are beyond the control of the Company (such as but not limited to changes in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets), there is no assurance that a change having a Company Material Adverse Effect will not occur before the Effective Date, in which case the Purchaser could elect to terminate the Arrangement Agreement and the Arrangement would not proceed. See “ The Arrangement Agreement – Termination of the Arrangement Agreement ”.

The Termination Fee provided under the Arrangement Agreement if the Arrangement Agreement is terminated in certain circumstances may discourage other parties from attempting to acquire the Company.

Under the Arrangement Agreement, the Company is required to pay the Termination Fee (of $4,100,000) in the event the Arrangement Agreement is terminated in certain circumstances following the occurrence of a Termination Fee Event. The Termination Fee may discourage other parties from attempting to acquire the Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See “ The Arrangement Agreement – Term and Termination of the Arrangement Agreement – Termination Fees ”.

If the Company is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Shares.

The completion of the Arrangement is subject to the satisfaction of certain closing conditions, including the approval by Shareholders and receipt of the Final Order. A substantial delay in obtaining satisfactory approvals and/or the imposition of unfavourable terms or conditions in the approvals to be obtained could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement. If (a) Shareholders choose not to approve the Arrangement, (b) the Company otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the closing conditions to the transaction and the Arrangement is not completed, (c) a Company Material Adverse Effect has occurred that results in the termination of the Arrangement Agreement, or (d) any Order or Law results in enjoining the transactions contemplated by the Arrangement, the Company could be subject to various adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement, including, among others, legal, accounting, financial advisory and printing expenses.

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Even if the Arrangement Agreement is terminated without payment of the Termination Fee, the Company may, in the future, be required to pay the Termination Fee in certain circumstances.

Under the Arrangement Agreement, the Company may be required to pay the Termination Fee to the Purchaser at a date subsequent to the termination of the Arrangement Agreement if the Arrangement Agreement is terminated in certain circumstances and (i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser) or any Person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; or (ii) within twelve (12) months following the date of such termination (x) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (y) the Company directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within twelve (12) months after such termination). See “ The Arrangement Agreement – Term and Termination of the Arrangement Agreement – Termination Fees ”.

While the Arrangement is pending, the Company is restricted from taking certain actions.

Under the Arrangement Agreement, the Company must generally conduct its business in the ordinary course, and before the completion of the Arrangement or termination of the Arrangement Agreement, the Company is restricted from taking certain specified actions without the consent of the Purchaser. See “ The Arrangement Agreement – Covenants – Conduct of Business of the Company ”.

The Company’s directors and officers may have interests in the Arrangement that are different from those of Shareholders.

In considering the recommendation of the Special Committee and the Board of Directors to vote FOR the Arrangement Resolution, Shareholders should be aware that certain members of the Board of Directors and officers of the Company may have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of Shareholders, generally. See “ The Arrangement — Interests of Certain Persons in the Arrangement ”.

Risk Factors Related to the Business of the Company

Whether or not the Arrangement is completed, the Company will continue to face many of the risks that it currently faces with respect to its business and affairs. A description of the risk factors (incorporated by reference into this Information Circular) applicable to the Company is contained under the heading “ Risk Factors ” in the Company’s Annual Information Form dated March 31, 2021, and in the Company’s other filings with Securities Authorities, as well as the risk factor below.

The Company may be subject to certain regulatory restrictions applicable to the corporate practice of regulated health professions in jurisdictions in which its Subsidiaries operate in the United States.

The Company, through its Subsidiaries, operates in the United States, including in certain states where a prohibition on the corporate practice of medicine exists in some form, by statute, regulation, state professional board guidance, attorney general guidance, or case law. Our ability to perform medical and behavioral health services, whether in person or virtually, in a particular U.S. state, is directly dependent upon the applicable laws governing the practice of medicine or other licensed health profession, and health care delivery, all of which are subject to changing political, regulatory, and other influences. The extent to which a U.S. state considers particular actions or relationships to constitute the practice of medicine or other licensed health profession is subject to change and to evolving interpretations by state professional boards and state attorneys general, among others, each of which has broad discretion. Accordingly, the Company must monitor the changing and evolving interpretations of the relevant laws and guidance, and its compliance with the relevant laws and guidance in every jurisdiction in which the Company or its Subsidiaries operates on an ongoing basis, and cannot provide assurance that its activities and arrangements, if challenged, will be found to be in compliance with the law. State corporate practice doctrines may impose penalties on health care clinicians themselves for aiding the corporate practice of medicine or other licensed health profession, which could discourage clinicians from providing services for the Company. If a successful legal challenge or an adverse change in relevant laws were to occur, and the Company was unable to adapt its business model accordingly, its operations in affected jurisdictions would be disrupted, which could harm the Company’s business. Although the Company intends to enter into additional contractual relationships or take other actions acceptable to the Purchaser to protect against this risk, the interpretations, laws, and rules governing other licensed health professions, including the provision of virtual services, and as well as similar interpretations, laws, and rules prohibiting fee splitting in one or more jurisdictions, may change in a manner adverse to the Company’s business.

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Risk Factors Related to the Business of the Purchaser

The business and operations of the Purchaser are subject to risks. In addition to considering the other information in this Information Circular, Shareholders should carefully consider the risk factors and other disclosures set forth in documents filed by the Purchaser, including the Purchaser’s Annual Information Form dated April 28, 2021, and in the Company’s other filings with Securities Authorities.

Risks Related to the Purchaser After Completion of the Arrangement

The business of the Purchaser after completion of the Arrangement will be subject to the risks currently affecting the businesses of the Purchaser and the Company.

Upon the completion of the Arrangement, the Company will face substantially the same risk factors that the Purchaser currently faces with respect to its business. In addition to the information set out elsewhere in this Information Circular, see “ Risk Factors Related to the Business of the Purchaser ” above.

Upon the completion of the Arrangement, the Company will become a wholly-owned subsidiary of the Purchaser and will continue to face substantially the same risk factors that the Company currently faces with respect to its business and affairs. In addition to information set out elsewhere in this Information Circular, see “ Risk Factors Related to the Business of the Company ”.

The integration of the Purchaser and the Company may not occur as planned.

If approved, the Arrangement will involve the integration of companies that previously operated independently. As a result, the Arrangement will present challenges to the management of the Purchaser, including the integration of the operations, systems, cultures and personnel of the two companies in an efficient and effective manner and will result in additional risks, including possible unanticipated liabilities, unanticipated costs, significant one-time write-offs or restructuring charges, diversion of management’s attention and the loss of key employees. The difficulties management encounters in the transition and integration process could have an adverse effect on the revenues, level of expenses and operating results of the Purchaser following completion of the Arrangement. If actual results are less favourable than the Company and the Purchaser currently estimate, the Purchaser’s business, results of operations, financial condition and liquidity could be materially adversely impacted.

The ability to realize the benefits of the Arrangement including, among other things, those set forth in this Information Circular under the heading “ The Arrangement – Reasons for the Arrangement ,” will depend in part on successfully consolidating functions and integrating systems, operations, procedures and personnel in a timely and efficient manner, as well as on the Company’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating the Purchaser’s and the Company’s businesses following completion of the Arrangement. There can be no assurance that there will be operational or other synergies realized by the Purchaser after completion of the Arrangement, or that the integration of the Purchaser’s and the Company’s operations, systems, management and cultures will be timely or effectively accomplished, or ultimately will be successful in increasing earnings and reducing costs.

The integration will require the dedication of substantial management effort, time and resources, which may divert management’s focus and resources from other strategic opportunities following completion of the Arrangement and from operational matters during this process. In addition, the integration process may result in the disruption of ongoing business that may adversely affect the ability of the Purchaser to achieve the anticipated benefits of the Arrangement. A variety of factors, including those risk factors set forth in this Information Circular and in the documents incorporated by reference herein, may adversely affect the ability of the Purchaser and the Company to achieve the anticipated benefits of the Arrangement. As a result of these factors, it is possible that any benefits expected from the Arrangement will not be realized.

ARRANGEMENT MECHANICS

Depositary Agreement

Prior to the Effective Date, the Company, the Purchaser and the Depositary will enter into the Depositary Agreement.

Pursuant to the Plan of Arrangement, prior to filing the Articles of Arrangement, the Purchaser is required to deposit,

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or arrange to be deposited, with the Depositary and for the benefit of Affected Securityholders, sufficient Purchaser Shares to satisfy the aggregate Share Consideration payable to the Shareholders in accordance with Section 2.3 of the Plan of Arrangement, the aggregate amount of cash to satisfy the aggregate Cash Consideration payable in accordance with Section 2.3 of the Plan of Arrangement and the aggregate amount of cash to satisfy the payment to Shareholders in lieu of fractional Purchaser Shares in accordance with Section 4.5 of the Plan of Arrangement.

Certificates and Payment

Upon surrender to the Depositary for cancellation of a Certificate or instrument which immediately prior to the Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or the Purchaser may reasonably require (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered Certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under the Plan of Arrangement for such Shares, including the cash payment in lieu of fractional Purchaser Shares in accordance with Section 4.5 of the Plan of Arrangement, less any amounts withheld pursuant to Section 4.4 of the Plan of Arrangement, and any Certificate or instrument so surrendered shall forthwith be cancelled.

Until surrendered as contemplated by Section 4.1 of the Plan of Arrangement, each Certificate that immediately prior to the Effective Time represented Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such Certificate as contemplated by Section 4.1 of the Plan of Arrangement, less any amounts withheld pursuant to Section 4.4 of the Plan of Arrangement. Any such Certificate formerly representing Shares that were transferred pursuant to Section 2.3 of the Plan of Arrangement, and not duly surrendered with all other instruments required by Section 4.1 of the Plan of Arrangement, on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature in the Consideration or against or in the Company or the Purchaser or the Depositary or any of their respective Affiliates. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and the Cash Consideration forming part of such Consideration shall be paid or returned over by the Depositary to the Purchaser or as directed by the Purchaser and the Share Consideration forming part of the Consideration shall be deemed to be cancelled.

Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth (6[th] ) anniversary of the Effective Time, and any right or claim to payment thereunder that remains outstanding on the sixth (6[th] ) anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 of the Plan of Arrangement and Section 4.1 of the Plan of Arrangement less any amount withheld pursuant to Section 4.4 of the Plan of Arrangement and, for greater certainty, subject to Section 4.6 of the Plan of Arrangement, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

In the event any Certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 of the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed Certificate, the Consideration and cash (in lieu of fractional Purchaser Shares) deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed Certificate, the Person to whom such Consideration and cash (in lieu of fractional Purchaser Shares) is to be delivered shall as a condition precedent to the delivery of such Consideration and cash (in lieu of fractional Purchaser Shares), give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser and the Depositary may direct (acting reasonably), and otherwise indemnify the Purchaser, the Company and the Depositary and their respective Affiliates in a manner satisfactory to the Purchaser, the Company and the Depositary, against any claim that may be made against the Purchaser and, the Company or the Depositary or their respective Affiliates with respect to the Certificate alleged to have been lost, stolen or destroyed.

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In any case where the aggregate cash amount payable to a particular holder of Affected Securities under the Arrangement would, but for Section 4.3 of the Plan of Arrangement, include a fraction of a cent, the amount payable shall be rounded down to the nearest whole cent.

The Purchaser, the Company, the Depositary and any other Person that has any withholding obligation with respect to any amount paid or deemed paid pursuant to the Plan of Arrangement, as applicable, shall be entitled to deduct and withhold or direct the Purchaser, the Company or the Depositary to deduct and withhold on their behalf, from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1 of the Plan of Arrangement and including, by way of deduction from the consideration payable for the Company Options, RSUs, DSUs or PSUs), such amounts as the Purchaser, the Company, the Depositary or such Person, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement and shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. The Purchaser will (i) promptly notify the Company if it becomes aware of any such deduction or withholding, and (ii) remit any withheld or deducted amounts to the appropriate Governmental Entity within the time required by applicable Law. For greater certainty, the Purchaser may withhold from the Consideration payable to a former holder of Company Options, RSUs, DSUs or PSUs any amounts which are required to satisfy a withholding obligation of the Company arising on the settlement of Company Options, RSUs, DSUs or PSUs pursuant to the Plan of Arrangement, and any amounts so withheld may be remitted by the Purchaser to the applicable Governmental Entity or may be paid by the Purchaser to the Company for the Company to remit to the applicable Governmental Entity.

To the extent that the amount so required to be deducted or withheld from any payment to a holder of Shares, holder of Company Options or holder of DSUs, PSUs or RSUs exceeds the cash component, if any, of the consideration otherwise payable to such Person or has not been deducted from the Company Options, DSUs, PSUs or RSUs, the Purchaser, the Company and the Depositary are authorized to withhold and sell or otherwise dispose of, or direct the Purchaser, the Company and the Depositary to deduct and withhold and sell on their behalf, on their own account or through a broker, and on behalf of such holder, or require such holder to irrevocably direct the sale through a broker and irrevocably direct the broker pay the proceeds of such sale to the Purchaser, the Company or the Depositary as appropriate (and, in the absence of such irrevocable direction, such holder shall be deemed to have provided such irrevocable direction), such portion of the Purchaser Shares issuable to the holder as is necessary to provide sufficient funds to the Company, the Purchaser or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and the Purchaser, the Company or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such holder any unapplied balance of the net proceeds of such sale. Notwithstanding the foregoing, in lieu of having the Purchaser Shares sold or otherwise disposed of, holders of Company Options, DSUs, PSUs or RSUs may provide cash to the Company, the Purchaser or the Depository, as applicable, to fund any required withholding taxes, provided the cash delivered is sufficient to satisfy any remittance in full and is received at least five (5) business days before the remittance by the Company, the Purchaser or the Depository, as applicable, of any withholding is due.

In no event shall any holder of Shares be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to a Shareholder as Share Consideration under the Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Shareholder shall be rounded down to the nearest whole number. In lieu of such fractional Purchaser Share, each holder of Shares otherwise entitled to a fractional interest in a Purchaser Share will be entitled to receive a cash payment equal to such fractional interest multiplied by the Purchaser Share Reference Price, rounding down to the nearest whole cent.

No dividends or other distributions declared or made after the Effective Time with respect to Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered Certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3 of the Plan of Arrangement.

All dividends and distributions made after the Effective Time with respect to any Purchaser Shares allotted and issued pursuant to the Arrangement but for which a Certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, subject to Section 4.1(e) of the Plan of Arrangement, in trust for the holder of such Purchaser Shares. All monies received by the Depositary shall be invested by it in interest bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to Section 4.6 of the Plan of Arrangement, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such

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form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

Any exchange or transfer of securities pursuant to the Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) the Plan of Arrangement shall take precedence and priority over any and all securities of the Company issued and outstanding prior to the Effective Time, including Affected Securities, (b) the rights and obligations of the holders (registered or beneficial) of such securities, the Company, the Purchaser and their respective Affiliates, the Depositary and any registrar, transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in the Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Company shall be deemed to have been settled, compromised, released and determined without liability whatsoever except as set forth in the Plan of Arrangement.

Letter of Transmittal

Registered Shareholders will have received with this Information Circular a Letter of Transmittal. In order to receive the Consideration, Registered Shareholders must complete and sign the applicable Letter of Transmittal enclosed with this Information Circular and deliver it and any additional documents required by it, including the Certificates representing the Shares, to the Depositary in accordance with the instructions contained in the applicable Letter of Transmittal. Registered Shareholders can obtain additional copies of the applicable Letter of Transmittal by contacting the Depositary. The form of Letter of Transmittal is also available on SEDAR at www.sedar.com.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Beneficial Shareholders holding Shares that are registered in the name of an Intermediary must contact their Intermediary to arrange for the surrender of their Shares.

The Company reserves the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive or not to waive any and all defects or irregularities in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. The Company and the Purchaser reserve the right to demand strict compliance with the terms of the Letters of Transmittal and the Arrangement. The method used to deliver the Letters of Transmittal and any accompanying Certificates representing the Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of the Letter of Transmittal, and a receipt obtained; otherwise, the use of registered mail or courier with return receipt requested, and with proper insurance obtained, is recommended.

Holders of Company Options, DSUs, RSUs and PSUs (as applicable) need not complete any documentation to receive the consideration owed to them under the Arrangement in respect of their Company Options, DSUs, RSUs and/or PSUs (as applicable).

Beneficial Shareholders Receiving Purchaser Shares

Beneficial Shareholders that will receive Purchaser Shares as Share Consideration under the Arrangement should be aware that the exchange of Shares for Purchaser Shares in respect of such Beneficial Shareholders is expected to be made with the Beneficial Shareholders’ Intermediary through the procedures in place for such purposes between CDS & Co. (or Cede & Co., in the case of some U.S. Shareholders) and such Intermediary. Beneficial Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their nominee to complete the necessary steps to ensure that they receive the Consideration in respect of their Shares.

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THE ARRANGEMENT AGREEMENT

The following description of certain provisions of the Arrangement Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is attached as Appendix “C” to this Information Circular and also available under the Company’s profile on www.sedar.com.

Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions and remains satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Company:

(a) Arrangement Resolution . The Arrangement Resolution has been approved and adopted by the Shareholders at the Company Meeting in accordance with the Interim Order and applicable Laws.
(b) Interim Order and Final Order . The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
(c) Illegality . No Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise prohibits completion of the Arrangement.
(d) Stock Exchange Approval . The Stock Exchange Approval shall have been obtained and is in force and has not been rescinded.
(e) U.S. Exemption . The Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the 3(a)(10) Exemption, provided, however, that the Company shall be not entitled to the benefit of the conditions in Section 6.1(e) of the Arrangement Agreement and shall be deemed to have waived such condition in the event that the Company fails to advise the Court prior to hearing in respect of the Interim Order that the Purchaser intends to rely on the 3(a)(10) Exemption based on the Court’s approval of the Arrangement.

Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion and without prejudice to any other rights that the Purchaser may have:

(a) Representations and Warranties . The representations and warranties of the Company set forth in (i) Paragraph 6 of Schedule C of the Arrangement Agreement are true and correct in all respects as of the date of the Arrangement Agreement (except for de minimis inaccuracies); (ii) Paragraphs 2, 3 and the first sentence of Paragraph 1 of Schedule C of the Arrangement Agreement are true and correct in all material respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) all other representations and warranties of the Company set forth in the Arrangement Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
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(b) Performance of Covenants . The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(c) Material Adverse Effect . Since the date of the Arrangement Agreement, there shall not have occurred a Company Material Adverse Effect.
(d) Dissent Rights . Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 5% of the Shares then outstanding).

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion and without prejudice to any other rights that the Company may have:

(a) Representations and Warranties . The representations and warranties of the Purchaser set forth in (i) Paragraph 6 of Schedule D of the Arrangement Agreement are true and correct in all respects as of the date of the Arrangement Agreement (except for de minimis inaccuracies); (ii) Paragraphs 2, 3 and the first sentence of Paragraph 1 of Schedule D of the Arrangement Agreement are true and correct in all material respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) all other representations and warranties of the Purchaser set forth in the Arrangement Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Purchaser Material Adverse Effect (and, for this purpose, any reference to “material”, “Purchaser Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.
(b) Performance of Covenants . The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by them on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date.
(c) Deposit of Consideration . The Purchaser shall have deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.8 of the Arrangement Agreement, the funds and Purchaser Shares required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement and the Depositary shall have confirmed in writing the receipt of such funds and Purchaser Shares.
(d) Material Adverse Effect . Since the date of the Arrangement Agreement, there shall not have occurred a Purchaser Material Adverse Effect.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by each of the Company and the Purchaser. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are (i) qualified by certain disclosure provided by the Company to the Purchaser or are subject to a standard of materiality or are qualified by a reference to Company Material Adverse Effect or (ii) qualified by certain disclosure provided by the Purchaser to the Company or are subject to a standard of materiality or are qualified by a reference to Purchaser Material Adverse Effect. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

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The Arrangement Agreement contains customary representations and warranties of the Company relating to organization and qualification, corporate authorization, execution and binding obligation, governmental authorization, noncontravention, capitalization, shareholders’ and similar agreements, subsidiaries, securities law matters, United States securities law matters, financial statements, disclosure controls and internal control over financial reporting, auditors, no material undisclosed liabilities, absence of certain changes or events, related party transactions, Competition Act , collateral benefits, compliance with laws, restrictions on conduct of business, authorizations and licenses, material contracts, personal property, real property, intellectual property, litigation, environmental matters, employees, collective agreements, employee plans, insurance, taxes, money laundering, corrupt practices legislation, it assets, privacy, health laws, arrangements with subsidiaries, opinion of financial advisor, brokers board and special committee approval, bankruptcy and insolvency, anti-corruption and Harmony.

In addition, the Arrangement Agreement also contains customary representations and warranties of the Purchaser including with respect to organization and qualification, corporate authorization, execution and binding obligation, governmental authorization, non-contravention, capitalization, shareholders’ and similar agreements, subsidiaries, securities law matters, financial statements, no material undisclosed liabilities, absence of certain changes or events, related party transactions, compliance with laws, authorizations and licenses, litigation, health laws, employee plans, insurance, security ownership, funds available, freely tradeable shares, taxes, money laundering, corrupt practices legislation, privacy, solvency, board approval and US subsidiaries.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of the Company and the Purchaser.

Conduct of Business of the Company

(a) The Company covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by the Arrangement Agreement; (iii) as required by Law or any Contract (provided such Contract has been disclosed in the Company Disclosure Letter); (iv) to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity or as reasonably considered prudent by the Company to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers in connection with or in response to COVID-19 or any variants/mutations thereof; or (v) as contemplated by the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Law, and the Company shall use commercially reasonable efforts to maintain and preserve the business organization, assets, properties, goodwill and business relationships of the Company and the Subsidiaries that they each currently maintain with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business relations and keep available the services of the employees and consultants of the Company and any of its Subsidiaries.
(b) The Company covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (1) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (2) as required or permitted by the Arrangement Agreement; (3) as required by Law or any Contract (provided such Contract has been disclosed in the Company Disclosure Letter); (4) as required to comply with any COVID-19 Measures; or (5) as contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine or reclassify any shares of the Company or any Subsidiary;
(iii) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, except for:
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(A) the acquisition of shares of capital stock of any Subsidiary by the Company as disclosed in the Company Disclosure Letter; or
(B) pursuant to the cashless exercise of Company Options or the forfeiture or withholding of Taxes with respect to currently outstanding Company Options, DSUs, PSUs or RSUs;
(iv) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), or otherwise modify the terms of, any shares of capital stock or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or the Subsidiaries, except for:
(A) the issuance of Shares issuable upon the exercise of the currently outstanding Company Options or settlement of the currently outstanding DSUs, PSUs, and/or RSUs, as applicable; or
(B) the issuance of any shares of capital stock of the Subsidiaries to the Company as disclosed in the Company Disclosure Letter;
(v) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any other Person or any material equity interests therein, or any assets, securities, properties, interests or businesses having a cost, on an aggregate basis, in excess of $100,000 for all such transactions, other than, for greater certainty, ordinary course procurement contracts entered into the in the Ordinary Course, or enter into any joint venture, legal partnership, limited liability corporation or similar arrangement with any third Person;
(vi) sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of the assets of the Company or the Subsidiaries;
(vii)
create or incur any Lien (other than Permitted Liens);
(viii) reorganize, amalgamate or merge the Company or any of the Subsidiaries, except for the reorganization contemplated in Section 4.1 of the Company Disclosure Letter, in respect of which the Company covenants and agrees that it shall use its commercially reasonable efforts to complete prior to the Effective Date;
(ix) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of the Subsidiaries;
(x) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $75,000 other than:
(A) any advance, capital contribution, loan or indebtedness owing by the Subsidiaries to the Company or by the Company to the Subsidiaries;
(B) in connection with the refinancing of any advance, capital contribution, loan or indebtedness outstanding on the date hereof in the Ordinary Course and as disclosed in the Company Disclosure Letter; and
(C) in connection with advances under the existing credit facilities of the Company and the Subsidiaries in the Ordinary Course;
(xi) make, change or revoke any material Tax election or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into, cancel or modify any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent
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to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or periods of reporting income, deductions or accounting for income Tax purposes except in the Ordinary Course or as may be required by Law;

(xii) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS;
(xiii) grant to any executive officer or director an increase in compensation in any form; (B) grant any general salary increase to employees; (C) take any action with respect to the grant or increase of any severance, termination, change of control, “golden parachute”, retention or similar pay or benefits, which for greater certainty includes any commitment of any kind with respect to retention bonuses or any other payments not contemplated in existing agreements with any employee, officer or director; (D) enter into any employment, deferred compensation or other similar agreement or arrangement or amend or terminate (except for cause) any such existing agreement, with any employee, officer or director; or (E) enter into any collective bargaining, union or similar agreement with any employees;
(xiv) adopt any new Employee Plan, (B) amend or modify an existing Employee Plan, or (C) take any action to accelerate the rights or benefits of a person under any Employee Plan or the funding or securing obligations of the Company thereunder;
(xv) terminate (except for cause) or in any manner alter the employment arrangements of any Company Employees;
(xvi) make any bonus or profit sharing distribution or similar payment of any kind, unless required by Contract or applicable Laws and/or which has been disclosed in the Company Disclosure Letter;
(xvii) subject to Section 4.1(d) of the Arrangement Agreement, make or commit to make any expenditures other than in the Ordinary Course, other than the fees, costs and expenses of any outside legal counsel, investment bankers, accountants or other advisors (including any amounts payable to the brokers) payable in connection with the transactions contemplated by the Arrangement Agreement;
(xviii) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations, except as disclosed in the Company Disclosure Letter;
(xix) take, or fail to take, any action that is intended to, or would reasonably be expected to, individually or in the aggregate. prevent, delay or impede the consummation of the transactions contemplated by the Arrangement Agreement;
(xx) except in the Ordinary Course, amend or modify in any material respect or terminate or waive (with the exception of terminating contracts for non-performance or cost-reduction purposes) any material right under any Company Material Contract or enter into any contract or agreement that would be a Company Material Contract if in effect on the date hereof that would adversely impact the Company;
(xxi) except as contemplated in Section 4.9 of the Arrangement Agreement, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of the Arrangement Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(xxii) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations; or
(xxiii) authorize, agree or resolve to do any of the foregoing.
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(c) Nothing contained in the Arrangement Agreement will give the Purchaser, directly or indirectly, the right to direct or control the Company’s business and operations prior to the Effective Date. Prior to the Effective Date, the Company will exercise, consistent with the terms of the Arrangement Agreement, complete control and supervision over its business and operations to the extent permitted by Law. Nothing in the Arrangement Agreement, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.
(d) Subject to Section 4.1(c) of the Arrangement Agreement, the Company covenants and agrees that, during the period from the date of the Arrangement Agreement until January 15, 2022, the Company shall, and shall cause each of its Subsidiaries, to not make or commit to make any expenditures (including operating expenses, cost of sales and capital expenditures, but excluding fees, costs and expenses payable in connection with the transactions contemplated by the Arrangement Agreement) that total more than $8,000,000 in the aggregate. In the event the Effective Date does not occur on or before January 14, 2022, the Company shall then be permitted to conduct its business in the Ordinary Course and in accordance with the other covenants herein.

Conduct of Business of the Purchaser

(a) The Purchaser covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by the Arrangement Agreement; (iii) as required by Law or any Contract; or (iv) to comply with any COVID-19 Measures; the Purchaser shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Law, and the Purchaser shall use commercially reasonable efforts to maintain and preserve the business organization, assets, properties, employees, goodwill and business relationships of the Purchaser and the Subsidiaries that they each currently maintain with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has business relations.
(b) Without limiting the generality of Section 4.2(a) of the Arrangement Agreement, the Purchaser covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by the Arrangement Agreement; (iii) as required by Law or any Contract; or (iv) as required to comply with any COVID-19 Measures, the Purchaser shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine, or reclassify the Purchaser Shares;
(iii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;
(iv) materially change the nature of its business or operations; or
(v) authorize, agree or resolve to do any of the foregoing.

Covenants of the Company Relating to the Arrangement

(a) The Company shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under the Arrangement Agreement, co-operate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:
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(i) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;
(ii) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Company Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Company Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser;
(iii) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;
(iv) use all commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement;
(v) use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under the 3(a)(10) Exemption and
(vi) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.
(b) The Company shall promptly notify the Purchaser in writing of:
(i) any Company Material Adverse Effect or any change, event, development, occurrence, effect, circumstance, or state of facts which would reasonably be expected to have a Company Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement;
(iii) any notice from a Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Purchaser);
(iv) any shareholder litigation against the Company or, to the knowledge of the Company, any of its directors or officers relating to the Arrangement Agreement or the Arrangement, and in any event within forty-eight (48) hours of when the Company receives notice of the commencement of any such litigation, and thereafter keep the Purchaser reasonably informed of the status of such shareholder litigation; or
(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries or that relate to the Arrangement Agreement or the Arrangement.
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(c) The Company shall also take such actions as may be necessary to terminate the Investor Rights Agreement at or prior to the Effective Time, with no further obligations of the Company of its affiliates from and after the Effective Time.

Covenants of the Purchaser Relating to the Arrangement

(a) The Purchaser shall perform all obligations required to be performed by the Purchaser under the Arrangement Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Purchaser shall, and, where appropriate, shall cause each of its Subsidiaries to:
(i) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;
(ii) co-operate with the Company in connection with, and use its commercially reasonable efforts to assist the Company in providing, obtaining and maintaining all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations required under Section 4.3(a)(ii) of the Arrangement Agreement, in each case, without committing itself to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement;
(iii) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Purchaser and its Subsidiaries relating to the Arrangement;
(iv) use all commercially reasonable efforts to, upon reasonable consultation with the Company, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement;
(v) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement;
(vi) apply for and use commercially reasonable efforts to obtain and maintain in force the applicable Stock Exchange Approval; and
(vii) make joint elections with Eligible Holders in respect of the disposition of their Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Holder in such holder’s sole discretion within the limits set out in the Tax Act. To make an election, the Eligible Holders must provide the required election form containing all necessary information on or before ninety (90) calendar days after the Effective Date. The information will include the number of Shares transferred, the Consideration received and the applicable elected amount for purposes of such election.
(b) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect; or any change, event, occurrence, development, occurrence, effect, circumstance or state of facts which would reasonably be expected to have a Purchaser Material Adverse Effect;
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(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement;
(iii) any notice from a Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Company);
(iv) any shareholder litigation against the Purchaser or, to the knowledge of the Purchaser, any of its directors or officers relating to the Arrangement Agreement or the Arrangement, and in any event within forty-eight (48) hours of when the Purchaser receives notice of the commencement of any such litigation and thereafter keep the Company reasonably informed of the status of such shareholder litigation; or
(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any of its Subsidiaries or that relate to the Arrangement Agreement or the Arrangement.

Access to Information; Confidentiality

(a) From the date of the Arrangement Agreement until the earlier of the Effective Time or the termination of the Arrangement Agreement in accordance with its terms, subject to compliance with applicable Laws and the terms of any existing Contracts:
(i) the Company shall: (A) give the Purchaser and its representatives reasonable access to the offices, properties, books and records of the Company and the Subsidiaries during normal business hours, as well as to its management personnel, subject however to such access not interfering with the Ordinary Course of business of the Company or any of its Subsidiaries; and (B) furnish to the Purchaser and its representatives such financial and operating data and other information as such Persons may reasonably request, including continuing access to the Data Room, and subject to compliance with applicable Laws and such requests not materially interfering with the Ordinary Course of business of the Company, the Company and its Subsidiaries will also make available to the Purchaser and its representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Arrangement. Neither the Purchaser nor any of its representatives will contact directors, officers or employees who are not management personnel, customers, suppliers or other business partners of the Company or any of its Subsidiaries except after receiving the prior written consent of the Company; and
(ii) the Purchaser shall furnish to the Company and its representatives such financial and operating data and other information as such Persons may reasonably request, including continuing access to the virtual data room maintained by the Purchaser in connection with the Arrangement, as of the date hereof. Neither the Company nor any of its representatives will contact directors, officers, employees, customers, suppliers or other business partners of the Purchaser or of any of its Subsidiaries except after receiving the prior written consent of the Purchaser.
(b) For greater certainty, the Company, the Purchaser and their respective affiliates shall treat, and shall cause their respective representatives to treat, all information furnished to such Party or any of their respective affiliates or representatives in connection with the transactions contemplated by the Arrangement Agreement or pursuant to the terms of the Arrangement Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, each of the Company and the Purchaser acknowledges and agrees that the Company Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Disclosure of Personal Information

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proceed with such transactions, to complete them. At all times, the Purchaser shall protect all Disclosed Personal Information using security safeguards appropriate to the sensitivity of the information. Prior to Closing, the Purchaser shall not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by the Arrangement Agreement, the performance of its obligations under the Arrangement Agreement, or the consummation of the transactions contemplated by the Arrangement Agreement. Following the consummation of the transactions contemplated by the Arrangement Agreement, the Purchaser shall: (i) not use or disclose the Disclosed Personal Information for any purposes other than those for which the information was initially collected, unless additional consent is obtained, or as otherwise permitted or required by applicable Laws; (ii) protect the confidentiality of all Disclosed Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information; (iii) give effect to any withdrawal of consent with respect to the Disclosed Personal Information as may be required by applicable Laws; and (iv) notify the affected individuals that the transactions have been completed and that their Personal Information has been disclosed to the Purchaser, and ensure that such notification is made. If the transactions contemplated by the Arrangement Agreement do not proceed, the Purchaser shall return to the Company or, at the Company’s request, securely destroy the Disclosed Personal Information within a reasonable period of time.

Pre-Acquisition Reorganization

(a) Subject to Section 4.11(b) of the Arrangement Agreement, the Company agrees that, upon request of the Purchaser, the Company shall use commercially reasonable efforts to (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) co-operate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
(b) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.11(a) of the Arrangement Agreement unless such Pre-Acquisition Reorganization:
(i) is effected no earlier than one (1) Business Day prior to the Effective Date, and if necessary to avoid any adverse consequence to the Company, can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any manner;
(ii) does not unreasonably interfere with ongoing operations of the Company;
(iii) is not, in the opinion of the Company and the Company’s counsel, acting reasonably, prejudicial to the Company or the Shareholders in any material respect;
(iv) does not reduce or change the Consideration;
(v) does not impair, prevent or delay the consummation of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by the Arrangement Agreement;
(vi) does not result in any breach by the Company or the Subsidiaries of any Contract, Authorization, organizational documents or Law;
(vii) does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Company; and
(viii) shall not become effective unless the Company and the Purchaser each has waived or confirmed in writing the satisfaction of all conditions in its favour under the Arrangement Agreement, other than conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party of such conditions, and shall have confirmed in writing that each of them is prepared, and able to promptly and without condition proceed to effect the Arrangement.
(c) The Company and the Purchaser hereby waive any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or the Subsidiaries pursuant to a request by the Purchaser in accordance with Section 4.11 of the Arrangement Agreement.
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(d) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least fifteen (15) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use their best efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such PreAcquisition Reorganization, including any amendment to the Arrangement Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of Shareholders (other than as properly put forward and approved at the Company Meeting)) and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date.
(e) The Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Company, the Subsidiaries and their respective directors, officers, employees, agents, representatives and affiliates from and against any and all liabilities, losses, damages, claims, costs, expenses, Taxes, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any such Pre-Acquisition Reorganization, or the reversing or unwinding of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of the Arrangement Agreement. No director, officer, employee or agent of the Company shall be required, in connection with a Pre-Acquisition Reorganization, to take any action in any capacity other than as a director, officer, employee or agent of the Company, as the case may be.

Public Communications

The Parties shall co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement, disclosure or presentation with respect to the Arrangement Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed) and the Company must not make any filing with any Governmental Authority (subject in each case to the Company’s overriding obligations to make any disclosure or filing required by Laws) with respect to the Arrangement Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its external legal counsel, is required to make disclosure by Law shall use commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Parties agree to jointly issue a press release with respect to the Arrangement Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent either Party from making internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Parties. The Parties consent to the Arrangement Agreement and a material change report being filed on SEDAR as soon as practicable after the public announcement of the transactions contemplated hereby.

Notice and Cure Provisions

(a) Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained in the Arrangement Agreement to be untrue or inaccurate in any material respect at any time from the date of the Arrangement Agreement to the Effective Time; or
(ii) result in the failure to comply with any covenant or agreement to be complied with by such Party under the Arrangement Agreement.
(b) Notification provided under Section 4.8 of the Arrangement Agreement will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under the Arrangement Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 4.8(a) of the Arrangement Agreement shall not be considered in determining whether any condition in Section 6.2 of the Arrangement Agreement,
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Section 6.3(a) of the Arrangement Agreement or Section 6.3(b) of the Arrangement Agreement has been satisfied.

(c) The Purchaser may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(a)(iv)(A) of the Arrangement Agreement [Breach of Company Reps and Warranties or Failure to Perform Covenants] and the Company may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(a)(iii)(A) of the Arrangement Agreement [Breach of Purchaser Reps and Warranties or Failure to Perform Covenants] , unless the Party seeking to terminate the Arrangement Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the applicable other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is ten (10) days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of (a) five (5) Business Days prior to the Outside Date, and (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party.

Insurance and Indemnification

(a) Prior to the Effective Date, the Company may purchase prepaid non-cancellable “tail” or “run off” policies of directors’ and officers’ liability insurance, at a cost not exceeding 300% of the Company’s current annual aggregate premium for directors’ and officers’ liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six (6) years from the Effective Date in respect of claims arising from facts or events which occurred on or prior to the Effective Date.
(b) The Purchaser shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and the Subsidiaries as provided by contracts or agreements to which the Company is a party and in effect as of the date hereof, which are listed in the Company Disclosure Letter and copies of which have been provided to the Purchaser, and acknowledges that such rights shall survive the completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.
(c) If the Purchaser, the Company or the Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquiror of substantially all of the properties and assets of the Company or the Subsidiaries) assumes all of the obligations set forth in Section 4.9 of the Arrangement Agreement.

Term and Termination of the Arrangement Agreement

Term

The Arrangement Agreement shall be effective from November 14, 2021 until the earlier of the Effective Time and the termination of the Arrangement Agreement in accordance with its terms.

Termination

(a) The Arrangement Agreement may be terminated prior to the Effective Time by:
(i) the mutual written agreement of the Parties; or
(ii) either the Company or the Purchaser if:
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(A) the Arrangement Resolution is not approved by the Shareholders at the Company Meeting in accordance with the Interim Order provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(A) of the Arrangement Agreement if the failure to obtain the approval of the Shareholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties under the Arrangement Agreement or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;
(B) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(B) of the Arrangement Agreement has used its commercially reasonable best efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
(C) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(C) of the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
(iii) the Company if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 6.3(a) of the Arrangement Agreement [Purchaser Reps and Warranties Condition] or Section 6.3(b) of the Arrangement Agreement [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(c) of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Company is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(a) of the Arrangement Agreement [Company Reps and Warranties Condition] or Section 6.2(b) of the Arrangement Agreement [Company Covenants Condition] not to be satisfied;
(B) prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 5.4 of the Arrangement Agreement, provided the Company is then in compliance with Article 5 of the Arrangement Agreement and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(c) of the Arrangement Agreement; or
(C) there has occurred a Purchaser Material Adverse Effect which is incapable of being cured on or prior to the Outside Date; or
(iv) the Purchaser if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition in Section 6.2(a) of the Arrangement Agreement [Company Reps and Warranties Condition] or Section 6.2(b) of the Arrangement Agreement [Company
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Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(c) of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Purchaser is not in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(a) of the Arrangement Agreement [Purchaser Representations and Warranties Condition] or Section 6.3(b) of the Arrangement Agreement [Purchaser Covenants Condition] not to be satisfied;

(B) prior to the approval by the Shareholders of the Arrangement Resolution, (A) the Board or any committee of the Board fails to recommend or withdraws, amends, modifies or qualifies, or publicly proposed to withdraw, amend, modify or qualify in a manner adverse to the Purchaser, the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (or beyond the third (3[rd] ) Business Day prior to the date of the Company Meeting, if sooner) or fails to publicly reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing to do so by the Purchaser (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the Business Day prior to the date of the Company Meeting) (together with any of the matters set forth in (A) or (B), a “ Change in Recommendation ”), or (C) the Board or any committee of the Board accepts or enters into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) any agreement, understanding or arrangement in respect of an Acquisition Proposal;
(C) the Company breaches its covenants, agreements or obligations set forth in Article 5 of the Arrangement Agreement in any material respect; or
(D) there has occurred a Company Material Adverse Effect which is incapable of being cured on or before the Outside Date.
(b) Subject to Section 4.8(c) of the Arrangement Agreement, if applicable, the Party desiring to terminate the Arrangement Agreement pursuant to Section 7.2 of the Arrangement Agreement (other than pursuant to Section 7.2(a)(i) of the Arrangement Agreement) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Effect of Termination/Survival

If the Arrangement Agreement is terminated pursuant to Section 7.1 of the Arrangement Agreement or Section 7.2 of the Arrangement Agreement, the Arrangement Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to the Arrangement Agreement, except that: (a) in the event of termination under Section 7.1 of the Arrangement Agreement as a result of the Effective Time occurring, Section 2.11 of the Arrangement Agreement and Section 4.9 of the Arrangement Agreement shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2 of the Arrangement Agreement, Section 4.5(b) of the Arrangement Agreement, Section 4.11 of the Arrangement Agreement, Section 7.3 of the Arrangement Agreement and Section 8.2 of the Arrangement Agreement through to and including Section 8.17 and the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive, and provided further that, subject to Section 8.2(d) of the Arrangement Agreement, no Party shall be relieved of any liability for any wilful breach by it of the Arrangement Agreement.

Definition of Outside Date

The Outside Date under the Arrangement Agreement is February 28, 2022, or such later date as may be agreed to in writing by the Parties.

Termination Fees

(a) Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay the
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Purchaser the Termination Fee in accordance with Section 8.2(c) of the Arrangement Agreement in consideration for the disposition by the Purchaser of its rights under the Arrangement Agreement.

(b) For the purposes of the Arrangement Agreement, “ Termination Fee ” means $4,100,000 and “ Termination Fee Event ” means the termination of the Arrangement Agreement:

(i) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) of the Arrangement Agreement [Change in Recommendation] or Section 7.2(a)(iv)(C) of the Arrangement Agreement [Breach of Non-Solicit]
(ii) by the Company, pursuant to Section 7.2(a)(iii)(B) of the Arrangement Agreement [To enter into a Superior Proposal] ; or
(iii) pursuant to any section of Section 7.2(a) of the Arrangement Agreement (other than 7.2(a)(i) of the Arrangement Agreement) if at such time the Purchaser was entitled to terminate the Agreement pursuant to Section 7.2(a)(iv)(B) of the Arrangement Agreement [Change in Recommendation] or Section 7.2(a)(iv)(C) of the Arrangement Agreement [Breach of Non-Solicit] ;
(iv) by the Company or the Purchaser pursuant to 7.2(a)(ii)(A) of the Arrangement Agreement [Failure of Shareholders to Approve], Section 7.2(a)(ii)(C) of the Arrangement Agreement [Outside Date] or by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Company Breach] , if:
(A) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser) or any Person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; and
(B) within twelve (12) months following the date of such termination (x) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated, or (y) the Company directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within twelve (12) months after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” has the meaning assigned to such term in Section 1.1 of the Arrangement Agreement, except that references to “20% or more” shall be deemed to be references to “50% or more”.

(c) If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Company pursuant to Section 7.2(a)(iii)(B) of the Arrangement Agreement [To enter into a Superior Proposal] , the Termination Fee shall be paid prior to or concurrently with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Purchaser pursuant to Section 7.2(a)(iv)(B) of the Arrangement Agreement [Change in Recommendation] or 7.2(a)(iv)(C) of the Arrangement Agreement [Breach of Non-Solicit], or pursuant to any section of Section 7.2(a) of the Arrangement Agreement (other than Section 7.2(a)(i) of the Arrangement Agreement) if at such time the Purchaser was entitled to terminate the Agreement pursuant to Section 7.2(a)(iv)(B) of the Arrangement Agreement [Change in Recommendation] or Section 7.2(a)(iv)(C) of the Arrangement Agreement [Breach of Non-Solicit] ; the Termination Fee shall be paid within two (2) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 8.2(b)(iv) of the Arrangement Agreement [Acquisition Proposal Tail] , the Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid (less any applicable withholding Tax) by the Company to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser. For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.
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(d) The Company acknowledges that the agreements contained in Section 8.2 of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements the Purchaser would not enter into Agreement, and that the amounts set out in Section 8.2 of the Arrangement Agreement represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and expenses, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of the Arrangement Agreement, and are not penalties. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Notwithstanding anything to the contrary set forth in the Arrangement Agreement, but subject to the Purchaser’s rights set forth in Section 8.7 of the Arrangement Agreement, in the event of the termination of the Arrangement Agreement by the Purchaser or the Company in circumstances that constitute a Termination Fee Event, the receipt of the Termination Fee by the Purchaser shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the Purchaser and its respective affiliates against the Company, its affiliates and any of their respective former, current or future directors, officers, employees, affiliates, shareholders, managers, members or agents for all breaches of any representation, warranty, covenant or agreement contained in the Arrangement Agreement by the Company and the failure of the transactions contemplated herein to be consummated (including with respect to any loss suffered as a result of the failure of the Arrangement to be consummated or for a breach or failure to perform hereunder, in any case whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, it is agreed that the Company and the Purchaser shall be entitled to pursue an injunction, or other form of specific performance or equitable relief, solely as provided in Section 8.7 of the Arrangement Agreement.
(e) The Parties acknowledge that the agreements contained in Section 8.2 of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements the Parties would not enter into the Arrangement Agreement; accordingly, if a lawsuit if commenced regarding the payment or non-payment of the Termination Fee that results in a non-appealable final judgment, the prevailing party shall recover from the non-prevailing party, its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the amount of such or portion thereof at the prime rate of the Royal Bank of Canada in effect on such date such payment was required to be made through the date of payment.

Expenses and Expense Reimbursement

(a) Except as expressly otherwise provided in the Arrangement Agreement including Section 8.3(b) of the Arrangement Agreement all out-of-pocket third party transaction expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.
(b) In addition to the rights of the Purchaser under Section 8.2 of the Arrangement Agreement, if the Arrangement Agreement is terminated by the Purchaser pursuant to Section 7.2(a)(ii)(A) of the Arrangement Agreement, then the Company shall within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser, an expense reimbursement fee equal to half of all documented expenses, including, but not limited to, expenses of legal, accounting, financial and other advisor fees, to a maximum of $750,000.
(c) The Company confirms that other than the fees disclosed in the Company Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Arrangement Agreement.

Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of the Arrangement Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties accordingly agreed that they shall be entitled to seek injunctive and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement, and to enforce compliance with the terms of the Arrangement Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may

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be entitled at law or in equity. If, prior to the Outside Date, any Party brings any action in accordance with Section 8.7 of the Arrangement Agreement to enforce specifically the performance of the terms and provisions hereby by any other Party, the Outside Date shall automatically be extended (x) for the period during which such action is pending, plus twenty (20) Business Days or (y) by such other time period established by the court presiding over such action, as the case may be. Nothing set forth in Section 8.7 of the Arrangement Agreement shall restrict or limit any Party’s right to pursue any other remedies under the Arrangement Agreement that may be available then or thereafter.

Amendments

(a) The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:
(i) change the time for performance of any of the obligations or acts of the Parties;
(ii) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(iii) modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(iv) modify any mutual conditions contained in the Arrangement Agreement.
(b) Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions of the Arrangement Agreement and the Plan of Arrangement.

Governing Law

The Arrangement Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Each Party has agreed to irrevocably attorn and submit to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and has agreed to waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

COMPARISON OF RIGHTS OF MINDBEACON SHAREHOLDERS AND CLOUDMD SHAREHOLDERS

The Purchaser is incorporated under the laws of the BCCA. The rights of a shareholder of a BCBCA corporation differ from the rights of a shareholder of a CBCA corporation. See Appendix “I” to this Information Circular for a summary comparison of the rights of Shareholders and shareholders of the Purchaser.

INFORMATION CONCERNING THE COMPANY

General

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Description of Share Capital

The Company’s authorized share capital consists of an unlimited number of Shares and an unlimited number of preferred shares issuable in series. As of the Record Date, there were 23,497,520 Shares issued and outstanding and no preferred shares issued and outstanding.

The Shares carry one vote per Share for all matters coming before Shareholders at the Meeting. Only Shareholders of record as at the Record Date will be entitled to vote at the Meeting.

Trading in Shares

The Shares are currently listed for trading on the TSX under the symbol “MBCN”. The Company expects that the Shares will be de-listed from the TSX after the Effective Date. See “ The Arrangement – Reporting Issuer Status and Stock Exchange De-Listing and Approvals ”.

The following tables summarize the monthly range of high and low prices per, as well as the total monthly trading volumes of the Shares on the TSX during the twelve (12)-month period preceding the date of this Information Circular according to Bloomberg:

Month	High	Low	Volume
December 1-9, 2021	$3.75	$3.37	128,567
November 2021	$4.26	$3.05	3,542,104
October 2021	$4.00	$3.05	603,484
September 2021	$4.19	$3.08	2,088,198
August 2021	$4.58	$2.92	854,910
July 2021	$5.00	$3.36	1,175,025
June 2021	$6.50	$4.06	1,377,807
May 2021	$6.40	$4.60	1,499,177
April 2021	$8.32	$5.75	2,213,679
March 2021	$10.89	$8.05	1,093,728
February 2021	$13.44	$10.00	1,104,291
January 2021	$12.51	$11.12	1,482,919
December 2020	$15.10	$10.10	2,110,366

On November 12, 2021, the last trading day before the announcement of the Arrangement, the closing price of the Shares on the TSX was $ 3.39. The closing price of the Shares on the TSX on December 9, 2021, the last trading day before the date of this Information Circular, was $3.52.

Previous Purchases and Sales

Other than pursuant to the exercise of Company Options, DSUs, RSUs and PSUs, or as described under the heading “ Information Concerning the Company – Previous Distributions ”, no Shares or other securities of the Company have been purchased or sold by the Company during the twelve (12)-month period preceding the date of this Information Circular.

Previous Distributions

Except as disclosed in the following table and excluding any Shares distributed pursuant to the exercise of Company Options, DSUs, RSUs, PSUs or other securities with conversion rights, no Shares were distributed during the five-year period preceding the date of this Information Circular:

Nature of Distribution	Number of Securities	Average Issue/Exercise Price per Share	Gross Proceeds to Company
2020
IPO and Secondary Offering	9,343,750	$8.00	$65,000,000

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Nature of Distribution	Number of Securities	Average Issue/Exercise Price per Share	Gross Proceeds to Company
2019
Private Placement	1,473,406 Series 2 Class A Preferred Shares(1)	$2.722	$4,010,611
	2,126,911 Series 3 Class A Preferred Shares(1)	$3.202	$6,810,369
	1,620,743 Series 4 Class A Preferred Shares(1)	$3.202	$5,189,619
	156,152 common share purchase warrants	$3.202	$499,999
2018
Private Placement	2,402,608 Class A Preferred Shares(1)	$3.202	$7,693,151
	273,266 warrants for the purchase of Series 1 Class A Preferred Shares(1)	$3.202	$874,998

Note:

(1) Immediately prior to the closing of the Company’s initial public offering in December 2020, all of the issued and outstanding Class A Preferred Shares were converted into Shares. See of the “ Description of Capital Structure ” and “ Corporate Structure ” sections of the Company’s Annual Information Form dated March 31, 2021.

Dividend Policy

The Company does not have a formal dividend policy and has never declared or paid cash dividends on the Shares.

Material Changes in the Affairs of the Company

To the knowledge of the directors and executive officers of the Company and except as publicly disclosed or otherwise described in this Information Circular, there are no plans or proposals for material changes in the affairs of the Company.

Company Documents Incorporated by Reference

The following documents, filed by the Company with the applicable securities regulatory authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Information Circular:

the annual information form of the Company dated March 31, 2021 for the year ended December 31, 2020;
the audited consolidated annual financial statements of the Company for the years ended December 31, 2020 and December 31, 2019, together with the notes thereto and the independent auditor’s report thereon;
the management’s discussion and analysis of the financial condition and results of operations of the Company for the year ended December 31, 2021;
the unaudited interim condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2021 and 2020;
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the management’s discussion and analysis of the financial condition and results of operations of the Company for the three and nine months ended September 30, 2021;
the management information circular of the Company dated April 20, 2021 in connection with the annual meeting of Shareholders held on May 20, 2021; and
the material change report of the Company dated November 17, 2021 relating to the Arrangement.

All material change reports (other than confidential reports), audited annual financial statements and management’s discussion and analysis and all other documents of the type referred to in Section 11.1 of Form 44-101F1 – Short Form Prospectus filed by the Company with the applicable securities regulatory authorities in each of the provinces of Canada on SEDAR at www.sedar.com after the date of this Information Circular and before the Meeting are deemed to be incorporated by reference into this Information Circular.

Any statement contained in this Information Circular or in any other document incorporated or deemed to be incorporated by reference in this Information Circular shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference in this Information Circular modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Information Circular except as so modified or superseded.

INFORMATION CONCERNING THE PURCHASER

General

The Purchaser was incorporated under the BCBCA on September 19, 2013 as Proelium MMA Acquisition Corp., a wholly-owned subsidiary of WebWatcher, a company incorporated under the BCBCA on April 6, 2010. The Purchaser entered into a plan of arrangement with Web Watcher dated October 23, 2013, pursuant to which the Purchaser was spun out and became a separate entity from WebWatcher. On July 9, 2015, the Purchaser changed its name to Premier Health Services Inc. and on September 18, 2015 it changed its name to Premier Health Group Inc. On February 19, 2020, the Purchaser changed its name to CloudMD Software & Services Inc.

The Purchaser Shares are listed on Tier 1 of the TSXV under the trading symbol “DOC”, on the OTCQB under the symbol “DOCRF” and on the FSE under the symbol “6PH”. The Purchaser is a reporting issuer in Canada in each of the provinces of Canada, except Québec.

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Recent Developments

On May 11, 2021, the Purchaser acquired 100% of the outstanding securities of Rx Infinity Inc., Rxi Pharmacy Inc., and Rxi Health Solutions Inc. (collectively, “ Rxi ”). Rxi provides pharmaceutical logistic services, including drug distribution, patient navigation assistance, a preferred pharmacy network of over 500 pharmacies, and a real-time universal disease management software.

On June 16, 2021, the Purchaser announced the appointment of Karen Adams as President of the Purchaser effective June 21, 2021 and that the previous President, Dr. Amit Mathur, was appointed to the newly created leadership role of President, US Operations effective June 21, 2021 to take on the primary responsibility of delivering the Purchaser’s expansion into the United States, a key component of the Purchaser’s corporate strategy. The Purchaser also announced that it had granted of an aggregate of 141,000 Purchaser RSUs, with an award date of June 21, 2021, to certain officers and directors of the Purchaser.

On June 23, 2021, the Purchaser acquired 100% of the outstanding securities of 0869316 BC Ltd., 1143556 BC Ltd. and 1153046 BC Ltd. (collectively, “ VisionPros ”). VisionPros is a vertically integrated digital eyewear platform which has serviced almost one million unique customers across North America.

On June 25, 2021, the Purchaser acquired 100% of the outstanding securities of Oncidium Inc. (“ Oncidium ”). Oncidium is one of Canada’s leading health management companies with a client base of over 500 corporate and public sector clients across various industries.

On July 9, 2021, the Purchaser announced that it had issued a total of 55,249 Purchaser Shares with a deemed price of $1.81 per share to Dr. Sohal Goyal, Head of Corporate Development, Ontario, in consideration for services rendered pursuant to the terms of a contractor services agreement dated June 17, 2020, as amended on February 5, 2021.

On September 28, 2021, the Purchaser announced that it would be nominating two new directors to the board of directors of the Purchaser and had granted Purchaser Options and Purchaser RSUs for an aggregate of 1,250,000 Purchaser Shares to certain directors and officers of the Purchaser.

On November 9, 2021, the Purchaser announced that Duncan Hannay and Karen Adams had been appointed to the board of directors of the Purchaser.

Further information regarding the business of the Purchaser and its operations can be found in the Purchaser’s AIF (as defined below) and other documents incorporated by reference herein.

Description of Share Capital

The Purchaser’s authorized share capital consists of an unlimited number of Purchaser Shares without part value. As of the date of this Information Circular, there were 232,679,788 Purchaser Shares issued and outstanding. In addition, 10,186,750 Purchaser Shares are reserved for issuance under outstanding Purchaser Options, 586,250 Purchaser Shares are reserved for issuance under outstanding Purchaser RSUs and 11,571,042 Purchaser Shares are reserved for issuance under outstanding share purchase warrants of the Purchaser.

All of the Purchaser Shares are of the same class and, once issued, rank equally as to entitlement to dividends, voting powers (one vote per share) and participation in assets upon dissolution or winding up. No Purchaser Shares have been issued subject to call or assessment. There are no pre-emptive rights, no conversion or exchange rights, no redemption, retraction, purchase for cancellation or surrender provisions applicable thereto, nor are there any sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and no provisions which are capable of requiring holders of Purchaser Shares to contribute additional capital.

Price Range and Trading Volumes of Purchaser Shares

The principal market on which Purchaser Shares trade is the TSXV. The following table shows the high and low trading prices and monthly trading volume of the Purchaser Shares on the TSXV for the 12-month period preceding the date of this Information Circular.

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Month	High	Low	Volume
December 1-9, 2021	$1.31	$1.12	3,303,753
November 2021	$1.69	$1.18	14,874,505
October 2021	$1.72	$1.38	10,273,737
September 2021	$1.80	$1.52	11,343,210
August 2021	$1.92	$1.69	9,381,245
July 2021	$2.35	$1.81	16,758,172
June 2021	$2.26	$1.68	17,915,119
May 2021	$2.15	$1.77	14,286,447
April 2021	$2.25	$1.80	19,739,680
March 2021	$2.60	$1.68	41,258,957
February 2021	3.25	$2.34	41,307,450
January 2021	$2.70	$2.18	31,396,482
December 2020	$2.88	$2.05	41,517,068

On November 12, 2021, the last trading day before the announcement of the Arrangement, the closing price of the Shares on the TSXV was $1.60. The closing price of the Purchaser Shares on the TSXV on December 9, 2021, the last trading day before the date of this Information Circular, was $1.17.

Prior Sales

The following table sets forth information in respect of issuances or purchases of Purchaser Shares and securities that are convertible or exchangeable into Purchaser Shares within the 12 months prior to the date of this Information Circular, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued (other than pursuant to the exercise of Purchaser Options or warrants or the settlement of Purchaser RSUs):

Date of Issuance January 15, 2021 January 29, 2021 March 9, 2021 March 12, 2021 April 30, 2021 June 1, 2021 June 21, 2021 June 30, 2021 September 28, 2021 September 28, 2021 September 28, 2021	Reasons for Issuance Incentive program Incentive program March Offering March Offering Incentive program Incentive program Incentive program Incentive program Incentive program Incentive program Incentive program	Number and Type of Securities 100,000 Purchaser Options 135,000 Purchaser Options 1,295,000 warrants 214,200 warrants 540,000 Purchaser Options 225,000 Purchaser RSUs 161,000 Purchaser RSUs 25,000 Purchaser RSUs 235,000 Purchaser Options 975,000 stock options 525,000 restricted share units	Issue / Exercise Price per Security
			$2.22 $2.41 $2.70 $2.70 $2.45 N/A N/A N/A $1.69 $1.75 N/A

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Consolidated Capitalization

The following table sets forth the Purchaser’s consolidated capitalization as at September 30, 2021, adjusted to give effect to the material changes in Purchaser Shares since September 30, 2021, the date of the Purchaser’s most recent interim consolidated financial statements, and further adjusted to give effect to the Arrangement. The table should be read in conjunction with the Purchaser Interim MD&A and Purchaser Interim Financial Statements (as such terms are defined below), including the notes thereto and the other financial information contained in or incorporated by reference herein.

(in thousands of dollars) Cash and cash equivalents………………………………... Long-term debt…………………………………………… Equity Share capital …………………………………………… Shares under escrow(2)………………………………… Reserves…………………………………………………... Contingent shares issuable(3)……………………………... Accumulated other comprehensive loss …………………. Deficit…………………………………………………… Total equity……………………………………………… Total capitalization………………………………………… Notes:	As at September 30, 2021 $53,685 $24,990 $227,560 $2,562 $11,923 $9,813 ($74) ($36,299) $215,485 $294,160	As at September 30, 2021 after giving effect to the Arrangement(1)
		$73,731 $26,289 $312,753 $2,562 $11,923 $9,813 ($74) ($36,299) $300,678 $400,698

(1) Assumes all Shares issued and outstanding as of December 9, 2021 (the day prior to the date of this Information Circular) are acquired by the Purchaser pursuant to the Arrangement, no Shareholders exercise their Dissent Rights, and the Company Share Reference Price (which cannot be calculated until the end of the sixth trading day immediately prior to the Effective Date) is $3.5713 (the five-day VWAP of the Shares on the day prior to the date of this Information Circular), which results in the issuance of approximately 54.8 million Purchaser Shares pursuant to the Arrangement at a deemed price of $1.556 (being the seven-day VWAP of the Purchaser Shares prior to entering into the Arrangement Agreement) and the payment of approximately $29.9 million in cash, as well as the payment of expenses related to the Arrangement.

(2) Refers to Purchaser Shares subject to an indemnification holdback in connection with the Purchaser’s acquisition of VisionPros on June 23, 2021.

(3) Represents shares issuable contingent on certain earn-outs being achieved on acquisitions completed.

Dividend Policy

The Purchaser has not declared nor paid any cash dividends on any of its issued equity securities since its inception. Other than requirements imposed under applicable corporate law, there are no other restrictions on the Purchaser’s ability to pay dividends under the Purchaser’s constating documents. The Purchaser has not paid any dividends on the Purchaser Shares since its incorporation. The Purchaser has no present intention of paying dividends on the Purchaser Shares, as it anticipates that all available funds will be invested to finance the growth of its business and, when appropriate, retire debt.

Auditors, Transfer Agents and Registrars

The Purchaser’s auditors are KPMG LLP, Vancouver, British Columbia. Harbourside CPA LLP, Chartered Professional Accountants, Vancouver, British Columbia are the former auditors of the Purchaser.

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The transfer agent and registrar for the Purchaser Shares is Endeavor Trust Corporation at its principal offices in Vancouver, British Columbia.

Documents Incorporated by Reference

Information regarding the Purchaser has been incorporated by reference in this Information Circular from documents filed by the Purchaser with securities commissions or similar authorities in Canada. Copies of the documents incorporated in this Information Circular by reference regarding the Purchaser may be obtained on request without charge from Julia Becker, VP Investor Relations, by email: [email protected] or may be obtained under the Purchaser’s profile at www.sedar.com.

The following documents, filed by the Purchaser with the applicable securities regulatory authorities in Canada, are specifically incorporated by reference into, and form an integral part, of this Information Circular:

the annual information form of the Purchaser dated April 28, 2021 for the fiscal year ended December 31, 2020 (the “ Purchaser’s AIF ”);
the consolidated annual financial statements of the Purchaser for the fiscal year ended December 31, 2020 and 2019, together with the notes thereto and the independent auditor’s report thereon;
the management’s discussion and analysis of the financial condition and results of operations of the Purchaser for the three months and year ended December 31, 2020;
the unaudited condensed interim consolidated financial statements of the Purchaser for the three and nine months ended September 30, 2021 and 2020 (the “ Purchaser Interim Financial Statements ”);
the management’s discussion and analysis of the financial condition and results of operations of the Purchaser for the three and nine months ended September 30, 2021 (the “ Purchaser Interim MD&A ”);
the management information circular of the Purchaser dated October 5, 2021 in connection with the annual and special meeting of shareholders of the Purchaser held on November 9, 2021;
the material change report of the Purchaser dated January 12, 2021 related to the acquisition of HumanaCare Organizational Resources Inc., by way of acquiring 100% of the shares of its parent company, First Health Care Services of Canada Inc.;
the material change report of the Purchaser dated January 22, 2021 related to the acquisition of Medical Confidence Inc.;
the material change report of the Purchaser dated January 22, 2021 related to the acquisition of the Canadian Medical Directory;
the material change report of the Purchaser dated February 9, 2021 related to the acquisition of a majority interest (51%) in West Mississauga Medical Ltd.;
the material change reports of the Purchaser dated March 25, 2021 related to the Purchaser’s short form prospectus offering, on a bought deal basis, of a total of 18,500,000 Purchaser Shares at the price of $2.70 per Purchaser Share for aggregate gross proceeds to the Purchaser of $49,950,000, and the sale of an additional 3,060,000 Purchaser Shares for aggregate gross proceeds to the Purchaser of $8,262,000 on full exercise of the overallotment option (the “ March Offering ”);
the material change report of the Purchaser dated March 25, 2021 related to the acquisition of IDYA4;
the material change report of the Purchaser dated April 6, 2021 related to the acquisition of Aspiria Corp;
the material change report of the Purchaser dated May 12, 2021 related to the acquisition of Rxi;
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the material change report of the Purchaser dated July 8, 2021 related to the appointment of Karen Adams as President of the Purchaser and the appointment of Dr. Amit Mathur to the newly created leadership role of President, US Operations effective June 21, 2021, as well as the granting of Purchaser RSUs to certain officers and directors of the Purchaser;
the material change report of the Purchaser dated July 8, 2021 related to the acquisition of VisionPros;
the material change report of the Purchaser dated July 8, 2021 related to the acquisition of Oncidium;
the material change report of the Purchaser dated July 12, 2021 related to the issuance of Purchaser Shares to Dr. Sohal Goyal, Head of Corporate Development, Ontario;
the material change report of the Purchaser dated September 29, 2021 related to the nomination of two new directors to the board of directors of the Purchaser and the granting of Purchaser Options and Purchaser RSUs to certain directors and officers of the Purchaser;
the material change report of the Purchaser dated November 10, 2021 related to the appointment of Duncan Hannay and Karen Adams to the board of directors of the Purchaser;
the material change report of the Purchaser dated November 17, 2021 related to the Arrangement.

All material change reports (other than confidential reports), audited annual financial statements and management’s discussion and analysis and all other documents of the type referred to in Section 11.1 of Form 44-101F1 – Short Form Prospectus filed by the Purchaser with the applicable securities regulatory authorities in the applicable provinces of Canada on SEDAR at www.sedar.com after the date of this Information Circular and before the Meeting are deemed to be incorporated by reference into this Information Circular.

Information contained in or otherwise accessed through the Purchaser’s website (https://investors.cloudmd.ca), or any other website, does not form part of this Information Circular. All such references to the Purchaser’s website are inactive textual references only.

INFORMATION CONCERNING THE PURCHASER AFTER COMPLETION OF THE ARRANGEMENT

On completion of the Arrangement, the Purchaser will directly own all of the outstanding Shares. The business of the Purchaser following the Arrangement shall be that of the Purchaser generally and as disclosed elsewhere in this Information Circular and the business and operations of the Company will be managed and operated as a subsidiary of the Purchaser.

The authorized share capital of the Purchaser following completion of the Arrangement will continue to be the authorized capital of the Purchaser as described in “ Information Concerning the Purchaser ” and the rights and restrictions of the Purchaser Shares will remain unchanged. The issued share capital of the Purchaser will change as a result of the Arrangement, to reflect the issuance of the Purchaser Shares contemplated in the Arrangement. Assuming there are 232,679,788 Shares outstanding immediately before the Effective Time (which is the number of Shares issued and outstanding on the day prior to the date of this Information Circular) and using a Company Share Reference Price based on the five-day VWAP of the Shares prior to the date of this Information Circular (being $3.5713 per Share), the Purchaser expects to issue approximately 54.8 million Shares, or approximately 23.5% of the total issued and outstanding Purchaser Shares as at the day prior to the date of this Information Circular. Accordingly, after giving effect to the Arrangement, it is expected that there will be approximately

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286.4 million Purchaser Shares issued and outstanding, assuming no other issuances or exercises of convertible securities of the Purchaser.

To the knowledge of the Purchaser, no person or company will beneficially own, or control or direct, directly or indirectly, Purchaser Shares carrying more than 10% of the voting rights attached to all outstanding Purchaser Shares after completion of the Arrangement.

Following completion of the Arrangement, the directors and officers of the Purchaser are expected to remain the current directors and officers of the Purchaser; however, the Purchaser expects to create a unified management team as part of its integration of the business of the Company with its current business.

The auditors of the Purchaser following completion of the Arrangement will continue to be KPMG LLP, the current auditors of the Purchaser. The transfer agent and registrar for the Purchaser Shares will continue to be Endeavor Trust Corporation at its principal offices in Vancouver, British Columbia.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act, as of the date hereof, generally applicable to a beneficial owner who holds Shares and will hold the Purchaser Shares acquired pursuant to the Arrangement as capital property, deals at arm’s length with the Company and the Purchaser, is not affiliated with the Company or the Purchaser, and who disposes of Shares to the Purchaser pursuant to the Arrangement (a “ Holder ”).

The Shares and the Purchaser Shares generally will be considered capital property to a Holder for purposes of the Tax Act unless the Holder holds such shares in the course of carrying on a business of buying and selling securities or the Holder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act in force as of the date hereof and an understanding of the current published administrative policies and assessing practices of the CRA made publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted in the form proposed. No assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary does not otherwise take into account or anticipate any other changes in law, whether by judicial, governmental or legislative decision or action or changes in the administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

This summary is not applicable to Holders who acquired Shares pursuant to employee stock options or compensation plans, including in exchange for DSUs, RSUs, and PSUs. In addition, this summary does not apply to a Holder (a) that is a “financial institution”, for the purposes of the mark-to-market rules in the Tax Act, (b) an interest in which is a “tax shelter investment”, as defined in the Tax Act, (c) that is a “specified financial institution”, as defined in the Tax Act, (d) that has made a “functional currency” election under section 261 of the Tax Act, or (e) that has entered, or will enter, into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act with respect to the Shares or the Purchaser Shares. All such Holders should consult their own tax advisors.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders are urged to consult their own legal and tax advisors with respect to the tax consequences to them of the Arrangement having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state, local or other jurisdiction that may be applicable to the Holder.

Holders Resident in Canada

This part of the summary is applicable only to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention and at all relevant times, is or is deemed to be resident in Canada (a “ Resident Holder ”). Certain Resident Holders whose Shares or Purchaser Shares might not otherwise be capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Shares, Purchaser Shares and every other “Canadian Security” (as defined in the Tax Act) owned by them deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Such Resident Holders should consult their own tax advisors

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for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Disposition of Shares Pursuant to the Arrangement

Exchange of Shares – No Tax Election

A Resident Holder whose Shares are exchanged for the Consideration pursuant to the Arrangement and who does not make a valid Tax Election (as defined herein) with respect to the exchange, will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder’s Shares immediately before the exchange.

For purposes of computing the capital gain or capital loss realized upon the disposition of Shares to the Purchaser, a Resident Holder will be considered to have disposed of such Resident Holder’s Shares to the Purchaser for proceeds of disposition equal to the aggregate of the fair market value, as at the time of the exchange, of the Purchaser Shares and the amount of cash received (including cash received in lieu of a fraction of a share) in consideration therefor. For a description of the treatment of capital gains and capital losses, see “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ” below.

The cost to the Resident Holder of any Purchaser Shares acquired on the exchange will be equal to the aggregate fair market value, at the time of the exchange, of the Shares disposed of by such Resident Holder, less the aggregate amount of cash received on the exchange. If the Resident Holder separately owns other Purchaser Shares as capital property at that time, the adjusted cost base of all Purchaser Shares owned by the Resident Holder as capital property immediately after the exchange will be determined by averaging the cost of the Purchaser Shares acquired on the exchange with the adjusted cost base of those other Purchaser Shares.

Exchange of Shares – Tax Election

The following applies to a Resident Holder who is an Eligible Holder. An Eligible Holder who receives Consideration pursuant to the Arrangement may obtain a full or partial tax deferral in respect of the disposition of Shares as a consequence of filing with the CRA (and, where applicable, with a provincial tax authority) a joint election made by the Eligible Holder and the Purchaser under subsection 85(1) of the Tax Act (or, in the case of an Eligible Holder which is a partnership, under subsection 85(2) of the Tax Act, provided all members of the partnership jointly elect) and the corresponding provisions of any applicable provincial income tax law (collectively, the “ Tax Election ”).

In general, an Eligible Holder may select an Elected Amount so as to fully or partially defer realizing a capital gain for the purposes of the Tax Act on the disposition of the Shares. The “Elected Amount” means the amount selected by an Eligible Holder, subject to the limitations described below, in a Tax Election to be treated as the Eligible Holder’s proceeds of disposition of the Shares.

In general, where a Tax Election is made, the Elected Amount must comply with the following rules:

(a) the Elected Amount may not be less than the lesser of the adjusted cost base to the Eligible Holder of the Shares disposed of, determined at the time of the disposition, and the fair market value of the Shares at that time;
(b) the Elected Amount may not be less than the aggregate of the amount of cash received by the Eligible Holder as a result of the disposition (including cash received in lieu of a fraction of a share);
(c) the Elected Amount may not exceed the fair market value of the Shares at the time of the disposition.

Elected Amounts which do not otherwise comply with the foregoing limitations will automatically be adjusted under the Tax Act so that they are in compliance with such limitations.

Where an Eligible Holder and the Purchaser make a valid Tax Election, the tax treatment to the Eligible Holder generally will be as follows:

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(a) the Shares will be deemed to have been disposed of by the Eligible Holder for proceeds of disposition equal to the Elected Amount;
(b) if the Elected Amount is equal to the aggregate of the adjusted cost base to the Eligible Holder of the Shares, determined at the time of the disposition, and any reasonable costs of disposition, no capital gain or capital loss will be realized by the Eligible Holder;
(c) to the extent that the Elected Amount exceeds (or is less than) the aggregate of the adjusted cost base of the Shares to the Eligible Holder and any reasonable costs of disposition, the Eligible Holder will in general realize a capital gain (or capital loss); and
(d) the aggregate cost to the Eligible Holder of the Purchaser Shares acquired as a result of the disposition will equal the amount, if any, by which the Elected Amount exceeds the amount of cash received by the Eligible Holder as a result of the disposition (including cash received in lieu of a fraction of a share), and such cost will be averaged with the adjusted cost base of all other Purchaser Shares held by the Eligible Holder immediately prior to the disposition as capital property for the purpose of determining thereafter the adjusted cost base of each Purchaser Share held by such Eligible Holder.

Procedure for Making a Tax Election

The Purchaser has agreed to make a Tax Election with an Eligible Holder at the amount determined by such Eligible Holder, subject to the limitations set out in subsection 85(1) or subsection 85(2) of the Tax Act (or any applicable provincial income tax law).

The Purchaser will make a web-based system available for use by Eligible Holders to allow Eligible Holders to provide the necessary information (the “ Tax Election Information ”) required for the Purchaser to complete the applicable Tax Election forms prescribed by the Tax Act (i.e. a form T2057 or, for Eligible Holders that are partnerships, a form T2058) and any applicable provincial or territorial forms. The link to that system will be made available at www.cloudmd.ca.

To make a Tax Election, an Eligible Holder must provide the Tax Election Information in accordance with the procedures set out in the instructions on the web-based system within ninety (90) days after the Effective Date. The Tax Election Information will include the number of Shares transferred, the Consideration received and the applicable Elected Amount for the purposes of such election. The Purchaser will make a Tax Election only with an Eligible Holder, and at the Elected Amount subject to the limitations set out in subsection 85(1) or subsection 85(2) of the Tax Act (and any applicable provincial tax law).

Subject to the Tax Election Information provided by an Eligible Holder complying with the provisions of the Tax Act (and any applicable provincial income tax law) and provided the Tax Election Information is received within ninety (90) days of the Effective Date, a copy of the Tax Election form containing the Tax Election Information provided by the Eligible Holder will be signed by the Purchaser and delivered to the Eligible Holder, within ninety (90) days of receipt of such Tax Election Information by the Purchaser, for filing with the CRA (or the applicable provincial tax authority) by such Eligible Holder.

Other than the foregoing obligation, neither the Purchaser, the Company nor any successor corporation shall be responsible for the proper completion of any Tax Election form, nor for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such Tax Election form in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial tax law), and each Eligible Holder is solely responsible for ensuring the Tax Election is completed correctly and filed with the CRA (and any applicable provincial tax authority) by the required deadline. In its sole discretion, the Purchaser or any successor corporation may choose to accept, sign and deliver a Tax Election form if the Tax Election Information is received by it more than ninety (90) days following the Effective Date but will have no obligation to do so and no assurances can be given that the Purchaser or a successor corporation will do so. Accordingly, all Eligible Holders who wish to make a Tax Election should give their immediate attention to this matter. With the exception of the execution and delivery of completed Tax Election forms by the Purchaser within ninety (90) days of receiving the Tax Election Information from an Eligible Holder, compliance with the requirements for making a valid Tax Election will be the sole responsibility of the Eligible Holder making the election.

In order for the CRA to accept a Tax Election without a late filing penalty being paid by an Eligible Holder, the Tax Election form must be received by the CRA on or before the day that is the earliest of the days on or before which either the Purchaser or the Eligible Holder (or any partner thereof where the Eligible Holder is a partnership) is required to file an income tax return for the taxation year in which the disposition occurs. The Purchaser’s 2022 taxation year is scheduled to end on December 31, 2022, but it could end earlier in specified circumstances. The Purchaser’s income tax return is required to be

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filed within six (6) months of its taxation year end. Eligible Holders are urged to consult their own advisors as soon as possible respecting the deadlines (including, where applicable, provincial deadlines) applicable to their own particular circumstances; however, regardless of such deadlines, Tax Election Information for an Eligible Holder to make a Tax Election must be received by the Purchaser no later than ninety (90) days after the Effective Date.

Any Eligible Holder who does not ensure that the Tax Election Information necessary to make a Tax Election has been received by the Purchaser within the time period noted above may not be able to benefit from the tax deferral provisions in subsections 85(1) and 85(2) of the Tax Act (or the corresponding provisions of any applicable provincial income tax law). Accordingly, all Eligible Holders who wish to make a Tax Election with the Purchaser should give their immediate attention to this matter. Eligible Holders are referred to Information Circular 76-19R3 and Interpretation Bulletin IT-291R3 (archived) issued by the CRA for further information respecting the Tax Election. Eligible Holders wishing to make the Tax Election are urged to consult their own tax advisors without delay. The comments herein with respect to the Tax Election are provided for general assistance only. The law in this area is complex and contains numerous technical requirements.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing such Resident Holder’s income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized by it in that year. A Resident Holder will be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to and in accordance with the detailed rules contained in the Tax Act.

The amount of any capital loss realized on the disposition of a Share or a Purchaser Share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of any dividends received or deemed to have been received by the corporation on such share (or on a share for which such share is substituted or exchanged). Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant are urged to consult their own tax advisors.

Dissenting Holders

A Dissenting Holder that is a Resident Holder (a “ Resident Dissenting Holder ”) will transfer its Dissent Shares to the Purchaser in exchange for cash consideration in an amount equal to the fair value of such Dissent Shares as determined as of the close of business on the day before the Arrangement Resolution is adopted in accordance with the Plan of Arrangement. A Resident Dissenting Holder will be considered to have disposed of the Dissent Shares for proceeds of disposition equal to the amount received by the Resident Dissenting Holder (less any interest awarded by a court). As a result, the Resident Dissenting Holder will realize a capital gain (or capital loss) on the disposition of the Dissent Shares equal to the amount by which the Resident Dissenting Holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Dissenting Holder of the Dissent Shares acquired by the Purchaser, see “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ” above.

Pursuant to the Plan of Arrangement, Dissenting Holders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissent Shares shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Holder. In general, the tax consequences as described above under “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement ” should apply to a Resident Dissenting Holder who receives the Consideration instead of cash equal to the fair value of such Resident Dissenting Holder’s Dissent Shares.

Interest awarded by a court to a Resident Dissenting Holder will be included in the Resident Dissenting Holder’s income for the purposes of the Tax Act.

Resident Holders should consult their own tax advisors for advice in respect of the consequences to them of exercising Dissent Rights in respect of the Arrangement.

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Holding and Disposing of the Purchaser Shares

Dividends on the Purchaser Shares

Dividends on the Purchaser Shares will be included in the recipient’s income for the purposes of the Tax Act. Such dividends received (or deemed to be received) by a Resident Holder who is an individual will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit applicable to any dividends designated by the Purchaser as an eligible dividend in accordance with the provisions of the Tax Act.

In the case of a Resident Holder of Purchaser Shares that is a corporation, dividends received (or deemed to be received) on the Purchaser Shares will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received (or deemed to be received) and will generally be deductible in computing the corporation’s taxable income subject to the limitations under the Tax Act. In certain circumstances, a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation may be treated as proceeds of disposition or a capital gain and not as a dividend pursuant to the rules in subsection 55(2) of the Tax Act. Resident Holders that are corporations should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

Disposition of the Purchaser Shares

A disposition or deemed disposition of a Purchaser Share by a Resident Holder (other than a disposition to the Purchaser in circumstances other than a purchase by the Purchaser in the open market in the manner in which shares are normally purchased by a member of the public in the open market) will generally result in a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of the Purchaser Share immediately before the disposition. For a description of the tax treatment of capital gains and capital losses, see “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ” above.

Other Taxes

A Resident Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received (or deemed to be received) on the Purchaser Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income.

A Resident Holder that is throughout the year a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable to pay an additional refundable tax on certain investment income, including taxable capital gains realized, interest and certain dividends (but not dividends, or deemed dividends, that are deductible in computing the Resident Holder’s taxable income).

Capital gains realized, or dividends received (or deemed to be received) by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to liability for alternative minimum tax under the Tax Act.

Resident Holders should consult their own tax advisors with regard to such other taxes.

Eligibility for Investment

On the date hereof, the Purchaser Shares, provided they are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSXV), will be qualified investments under the Tax Act for a trust governed by a registered retirement savings plans, registered retirement income fund, registered disability savings plan, registered education savings plan, tax free savings account (each a “ Registered Plan ”), or a deferred profit sharing plan.

Notwithstanding the foregoing, if the Purchaser Shares are a “prohibited investment” (as defined in the Tax Act) for a particular Registered Plan, the annuitant, holder or subscriber of the particular Registered Plan, as the case may be (the “ Controlling Individual ”), will be subject to a penalty tax as set out in the Tax Act. The Purchaser Shares will not be a “prohibited investment” for such a Registered Plan provided that the Controlling Individual thereof deals at arm’s length with the Purchaser for purposes of the Tax Act and does not have a “significant interest,” within the meaning of subsection 207.01(4) of the Tax Act, in the Purchaser. In addition, the Purchaser Shares will not be a prohibited investment if such securities are “excluded property” for purposes of the prohibited investment rules for a Registered Plan. Resident Holders who intend to hold

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the Purchaser Shares in a Registered Plan should consult their own tax advisors as to whether the Purchaser Shares will be a prohibited investment for such Registered Plans in their particular circumstances.

Holders Not Resident in Canada

This part of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is neither resident nor deemed to be resident in Canada, and does not use or hold, and is not deemed to use or hold, Shares in connection with carrying on a business in Canada (a “ Non-Resident Holder ”). This part of the summary is not applicable to Non-Resident Holders that are insurers carrying on an insurance business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.

Disposition of Shares Pursuant to the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on a disposition of Shares pursuant to the Arrangement unless those Shares constitute “taxable Canadian property” (within the meaning of the Tax Act) and are not “treaty-protected property” (within the meaning of the Tax Act) of the Non-Resident Holder.

Generally, the Shares will not be “taxable Canadian property” of a Non-Resident Holder at a particular time provided that the Shares are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSXV) at that time, unless at any time during the sixty (60)-month period immediately preceding the particular time (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the Company, and (b) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Notwithstanding the foregoing, Shares which are not otherwise taxable Canadian property may in certain circumstances be deemed to be taxable Canadian property to the Non-Resident Holder for the purposes of the Tax Act. Non-Resident Holders whose Shares may constitute taxable Canadian property are urged to consult their own tax advisors for advice having regard to their particular circumstances.

Even if the Shares are considered to be taxable Canadian property to a Non-Resident Holder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Shares will not be taken into account in computing the NonResident Holder’s income for purposes of the Tax Act if the Shares constitute “treaty-protected property”, as defined in the Tax Act. Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty or convention to which Canada is a signatory, be exempt from tax under Part I of the Tax Act.

In the event that the Shares are considered to be taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder on the disposition thereof pursuant to the Arrangement, such Non-Resident Holder will realize a capital gain (or capital loss) generally in the circumstances and computed in the manner described above under “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Exchange of Shares – No Tax Election ” and “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ” as if the Non-Resident Holder were a Resident Holder thereunder.

Non-Resident Dissenting Holders

A Dissenting Holder that is a Non-Resident Holder (a “ Non-Resident Dissenting Holder ”) will transfer its Dissent Shares to the Purchaser in exchange for cash consideration in an amount equal to the fair value of such Dissent Shares determined as of the close of business on the day before the Arrangement Resolution is adopted in accordance with the Plan of Arrangement. The Non-Resident Dissenting Holder will not be subject to tax under the Tax Act in respect of any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on the disposition of Dissent Shares unless such Dissent Shares are “taxable Canadian property” to the Non-Resident Dissenting Holder at the time of such sale and such gain is not otherwise exempt from tax under the Tax Act pursuant to the provisions of an applicable tax treaty (if any) (i.e., the Dissent Shares do not constitute “treaty-protected property”). See “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement ” above.

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Pursuant to the Plan of Arrangement, Dissenting Holders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissent Shares shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Holder. In general, the tax consequences as described above under “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement ” should apply to a Non-Resident Dissenting Holder who receives Consideration instead of cash equal to the fair value of such Non-Resident Dissenting Holder’s Dissent Shares.

Any interest paid or credited to a Non-Resident Dissenting Holder in respect of the Arrangement will generally not be subject to Canadian withholding tax provided such interest is not “participating debt interest” (as defined in the Tax Act).

Holding and Disposing of the Purchaser Shares

Dividends on the Purchaser Shares

Any dividends paid (or deemed to be paid) in respect of the Purchaser Shares to a Non-Resident Holder will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction pursuant to an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-United States Income Tax Convention (1980) and who is entitled to the benefits of that treaty, the rate of withholding generally will be reduced to 15%.

Disposition of the Purchaser Shares

A Non-Resident Holder who holds Purchaser Shares that are not “taxable Canadian property” will not be subject to tax under the Tax Act in respect of any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on the disposition of such Purchaser Shares (other than a disposition to the Purchaser in circumstances other than a purchase by the Purchaser in the open market in the manner in which shares are normally purchased by a member of the public in the open market). The circumstances in which the Purchaser Shares may constitute “taxable Canadian property” of a Non-Resident Holder will be the same as described above for Shares under “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement ”.

Even if the Purchaser Shares are considered to be “taxable Canadian property” to a Non-Resident Holder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Purchaser Shares will not be taken into account in computing the Non-Resident Holder’s income for purposes of the Tax Act if the Purchaser Shares constitute “treaty-protected property”. The Purchaser Shares owned by a Non-Resident Holder will generally be “treaty-protected property” if the gain from the disposition of such property would, because of an applicable income tax treaty or convention, be exempt from tax under Part I of the Tax Act. Non-Resident Holders who will hold Purchaser Shares that may be “taxable Canadian property” are urged to consult their own advisors as to the Canadian income tax consequences of disposing of their Purchaser Shares acquired pursuant to the Arrangement, including any Canadian withholding and reporting requirements that may result. In the event that the Purchaser Shares constitute taxable Canadian property but not “treaty-protected property” to a particular NonResident Holder, the tax consequences as described above under “ Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ” will generally apply.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise described elsewhere in this Information Circular, to the knowledge of the directors and executive officers of the Company, as at the date of this Information Circular, there is no person or company who beneficially owns, or controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all Shares of the Company, or any associate or affiliate of any of the foregoing, having any material interest, direct or indirect, in any transaction or proposed transaction since November 14, 2021, which has materially affected or would materially affect the Company or any of its subsidiaries.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Company and its subsidiaries’ directors and officers are covered under directors’ and officers’ liability insurance. Under this insurance coverage, the Company and its subsidiaries will be reimbursed for insured claims where payments have been made under indemnity agreements with these directors and officers, subject to a deductible for each loss, which will be paid by the Corporation. Individual directors and officers will also be reimbursed for insured claims arising during the performance of their duties for which they are not indemnified. Excluded from insurance coverage are illegal acts, acts which result in personal profit and certain other acts.

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AUDITORS

Ernst & Young LLP, Toronto, Ontario, has been the auditor of the Company since its incorporation. Ernst & Young LLP is independent of the Company within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

OTHER INFORMATION AND MATTERS

There is no information or matter not disclosed in this Information Circular but known to the Company that would be reasonably expected to affect the decision of Shareholders to vote for or against the Arrangement Resolution.

INTEREST OF EXPERTS, CERTAIN PERSONS AND COMPANIES

The following persons and companies have prepared certain sections of this Information Circular and/or Appendices attached hereto as described below or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Information Circular.

Name of Person or Company(1)	Nature of Relationship
TD Securities Inc.	Authors responsible for the preparation of the Fairness Opinion
Ernst & Young LLP	Auditor of the Company
Harbourside CPA LLP	Former auditor of the Purchaser

Note:

(1) To the knowledge of the Company, none of the persons or companies so named above (or any of the designated professionals thereof) held securities representing more than 1% of all issued and outstanding Shares as at the date of the statement, report or valuation in question, and none of the persons above is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

If you have any questions that are not answered by this Information Circular, or would like additional information, you should contact your professional advisors. You can also contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by mail at Kingsdale Advisors, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-888-302-5677 or collect call outside of North America at 1-416-867-2272, or by email at [email protected] should you have any questions regarding voting your Shares.

Additional information relating to the Company is available free of charge under the Company’s profile on the SEDAR website at www.sedar.com and on the Company’s website at www.mindbeacon.com. Financial information for the Company’s most recently completed financial year is provided in its audited consolidated annual financial statements and management’s discussion and analysis of the Company’s financial condition and results of operations for fiscal 2020, which is also available under the Company’s profile on the SEDAR website at www.sedar.com and on the Company’s website at www.mindbeacon.com.

Shareholders may request copies of the Company’s financial statements and management’s discussion and analysis of the Company’s financial condition and results of operations for fiscal 2020 and any document to be approved at the Meeting, free of charge, by contacting the Chief Financial Officer of the Company by mail at 801-175 Bloor Street East, North Tower Toronto, Ontario, Canada, M4W 3R8, or by email at [email protected].

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APPROVAL OF THE INFORMATION CIRCULAR

The content and transmission of this Information Circular have been approved by the Board of Directors.

Toronto, Ontario, December 10, 2021.

By order of the Board of Directors /s/ SAMUEL L. DUBOC

Samuel L. Duboc Chair, Board of Directors MindBeacon Holdings Inc.

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CONSENT OF TD SECURITIES INC.

December 10, 2021

To: The Special Committee (the “ Special Committee ”) of the Board of Directors and the Board of Directors of MindBeacon Holdings Inc. (the “ Company ”)

We refer to the information circular (the “ Information Circular ”) of the Company dated December 10, 2021 relating to the special meeting of shareholders of the Company to approve an arrangement under the Canada Business Corporations Act involving the Company and CloudMD Software & Services Inc. We consent to the inclusion in the Information Circular of the text of our fairness opinion dated November 14, 2021 and to references to our firm name and such fairness opinion under the headings “ Summary ”, “ The Arrangement – Background to the Arrangement ”, “ The Arrangement – Recommendation of the Special Committee ”, “ The Arrangement – Reasons for the Arrangement ”, and “ The Arrangement – Fairness Opinion ” in the Information Circular. Our fairness opinion was given as at November 14, 2021 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee and the Board of Directors of the Company shall be entitled to rely upon our opinion.

TD SECURITIES INC.

(Signed) “TD Securities Inc.”

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APPENDIX “A” GLOSSARY

The following terms used in this Information Circular, including without limitation the Notice of Special Meeting of Shareholders, have the meanings set forth below:

“ 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

“ Acceptable Confidentiality Agreement ” means a confidentiality agreement between the Company and a third party other than the Purchaser that contains provisions that are no less favourable to the Company than those set out in the Confidentiality Agreement.

“ Acquisition Proposal ” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) after the date of the Arrangement Agreement relating to: (i) any sale or disposition (or any lease, license or other arrangement having the same economic effect as a sale or disposition) whether in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and the Subsidiaries in each case based on the financial statements of the Company most recently filed prior to such time as part of the Company Filings; (ii) any direct or indirect acquisition, purchase, take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company or securities convertible or exchangeable into voting or equity securities of the Company then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for voting, equity or other securities); (iii) any acquisition, share issuance, arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction involving the Company pursuant to which any Person or group of Persons would own, directly or indirectly, 20% or more of the voting or equity securities of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or the surviving entity; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ Affected Securities ” means, collectively, the Shares, Company Options, DSUs, PSUs and RSUs.

“ Affected Securityholders ” means, collectively, the Shareholders and the holders of Company Options, DSUs, PSUs and RSUs.

“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions .

“ allowable capital loss ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ”.

“ Anti-Spam Laws ” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commissions Act , the Competition Act , the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and other Laws that regulate the same or similar subject matter.

“ Arrangement ” means an arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement entered into between the Purchaser and the Company on November 14, 2021, as amended as of December 10, 2021.

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“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by Shareholders, substantially on the terms and in the form set out in Appendix “B”.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ associate ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Authorization ” means with respect to any Person, any order, permit, certificate, accreditation, membership, approval, consent, waiver, registration, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ Board ” means the board of directors of the Company as constituted from time to time.

“ Board Recommendation ” has the meaning ascribed thereto in Section 2.4(b) of the Arrangement Agreement.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“ Cash Consideration ” means, for each Share, $1.22 in cash.

“ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Change in Recommendation ” has the meaning ascribed thereto in Section 7.2(a)(iv)(B) of the Arrangement Agreement.

“ Closing ” has the meaning ascribed thereto in Section 2.7(b) of the Arrangement Agreement.

“ Commercial Payer ” means each insurance company or other payer to which the Company or any of its Subsidiaries submits bills or requests for reimbursement.

“ Company ” means MindBeacon Holdings Inc.

“ Company Circular ” means this Information Circular.

“ Company Disclosure Letter ” means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

“ Company Employees ” means the officers and employees of the Company and the Subsidiaries.

“ Company Filings ” means all documents publicly filed by or on behalf of the Company on SEDAR since December 7, 2020.

“ Company Material Adverse Effect ” means any one or more changes, events, occurrences, developments, effects, circumstances or state of facts that either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities (contingent or otherwise), financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, but excluding any change, event, occurrence, development, effect, circumstance or state of facts arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Company and its Subsidiaries operate;
(b) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;

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(c) any change, development or condition resulting from any act of sabotage, espionage, hacking, cyberattack or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, espionage, hacking, cyberattack, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or nonapplication of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f) any earthquake or other natural disaster;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof) or other health crisis or public health event, or the worsening of any of the foregoing or the implementation of any COVID-19 Measures;
(h) any action taken (or omitted to be taken) by the Company or its Subsidiaries which is required by Law or required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is requested or consented to by the Purchaser in writing;
(i) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or its Subsidiaries with any of their respective current or prospective employees, lenders, shareholders, suppliers or other business partners; or
(k) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred),

provided, however, that (i) with respect to clauses (a) through to and including (f) above, such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Company and its Subsidiaries operate; and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a Company Material Adverse Effect has occurred.

“ Company Material Contract ” means any Contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Company Material Adverse Effect; (ii) that is a shareholder agreement, partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement, relating to the formation, creation or operation of any corporation, partnership, limited liability company or joint venture in which the Company or the Subsidiaries is a shareholder, partner, member or joint venturer (or other participant) that is material to the Company and the Subsidiaries, taken as a whole, but excluding any such corporation, partnership, limited liability company or joint venture which is a wholly-owned Subsidiaries of the Company; (iii) under which indebtedness for borrowed money in excess of $100,000 is or may become outstanding, other than any such Contract between the Company and the Subsidiaries; (iv) under which a customer of the Company or the Subsidiaries made payments to the Company and the Subsidiaries in excess of $100,000 or is obligated to make payments to the Company or the Subsidiaries that the Company reasonably expects to be in excess of $100,000 over the remaining term; (v) under which a supplier of the Company or the Subsidiaries received payments from the Company and the Subsidiaries in excess of $100,000 or under which the Company or the Subsidiaries is reasonably expected to be obligated to make payments to the supplier in excess of $100,000 over the remaining term; (vi) providing for the purchase, sale or exchange of, or option or right of refusal to purchase, sell or exchange, any property, asset or business where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $100,000; (vii) requiring or otherwise relating to any future capital expenditures by the Company or the Subsidiaries in excess of $100,000; (viii) that is a Collective Agreement; (ix) that contains express exclusivity or non-solicitation obligations of the Company or the Subsidiaries (excluding customary non-solicitation provisions with customers and partners); or (x) that expressly limits or restricts in any material respect (A) the ability of the Company or the Subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Company or the Subsidiaries may sell products or services.

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“ Company Meeting ” means the special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Options ” means the outstanding options to purchase Shares issued pursuant to the Omnibus Incentive Plan and the Legacy Incentive Plan.

“ Confidentiality Agreement ” means the confidentiality agreement dated October 15, 2021, between the Company and the Purchaser.

“ Consideration ” means, collectively, the Cash Consideration and the Share Consideration.

“ Consideration Shares ” means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement.

“ Constating Documents ” means articles and notice of articles, articles of incorporation, amalgamation, or continuation, as applicable, by-laws and all amendments to such articles or by-laws.

“ Contract ” means any written or oral agreement, commitment, engagement, contract, franchise, licence, lease, obligation, note, bond, mortgage, indenture, undertaking or joint venture to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

“ Controlling Individual ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Eligibility for Investment ”.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ COVID-19 Measures ” has the meaning ascribed thereto in Section 4.1(a) of the Arrangement Agreement.

“ CRA ” means the Canada Revenue Agency.

“ Data Room ” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on November 13, 2021, the index of documents of which is appended to the Company Disclosure Letter.

“ Depositary ” means Endeavor Trust Company or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company.

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA.

“ Disclosed Personal Information ” means Personal Information that the Purchaser receives from the Company in connection with the Arrangement Agreement prior to Closing and to consummate the transactions contemplated hereunder.

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“ Dissent Shares ” means the Shares of a Dissenting Holder in respect of which Dissent Rights are validly exercised and have not been withdrawn or been deemed to have been withdrawn by such Dissenting Holder.

“ Dissenting Holder ” means a registered holder of Shares who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Shares in respect of which Dissent Rights are validly exercised and have not been withdrawn or been deemed to have been withdrawn by such registered holder of Shares.

“ DSUs ” means the outstanding deferred share units issued under the Non-Employee Directors DSU Plan.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

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“ Eligible Holder ” means a beneficial owner of Shares that is (i) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act, or (ii) a partnership any member of which is a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act.

“ Environmental Laws ” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health and safety, noise control, pollution, reclamation or the protection of the environment or to the generation, production, installation, use, storage, treatment, transportation, Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ Fairness Opinion ” means the opinion of TD Securities to the effect that, as of the date of the Arrangement Agreement, the Consideration to be received by the Shareholders under the Arrangement is fair from a financial point of view to such Shareholders.

“ Final Order ” means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental, administrative or private body exercising any regulatory, supervisory, expropriation or taxing authority under or for the account of any of the foregoing, including any Regulatory Body, or (iv) any stock exchange.

“ Governmental Health Program ” shall mean any federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f), including but not limited to Medicare, Medicaid and TRICARE.

“ Harmony ” means PHC of Nevada Inc., a Massachusetts corporation doing business as Harmony Healthcare, the shares of which were indirectly acquired by the Company on October 31, 2021.

“ Health Laws” means any Laws (other than Privacy Laws), one purpose of which is the regulation of health care providers, the provision, administration, management, and/or payment for health care (including telehealth) or health-care related products, services or professionals, including but not limited to clinical, behavioral, diagnostic, or therapeutic services for individuals with health or behavioral conditions; the practice of medicine, pharmacy, nursing, psychology, psychotherapy, social work, occupational therapy, kinesiology and all other health professions applicable to the operations of the Company or the Purchaser or any of their Subsidiaries in the jurisdictions in which the Company or the Purchaser, as applicable, operates or where users of telehealth services reside, including but not limited to: (i) the Food and Drugs Act and the applicable regulations promulgated thereunder, (ii) all federal, state, and local health care-related fraud and abuse and patient inducement Laws, including the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), and the U.S. Civil False Claims Act (31 U.S.C. Sections 3729 et seq.); the (iii) Patient Protection and Affordable Care Act of 2010 , as amended by the Health Care and Education Affordability Reconciliation Act of 2010 ; (iv) Laws relating to third-party reimbursement, including any Governmental Health Program; (v) the Federal Exclusion Laws (42 U.S.C. Section 1320a-7); (vi) the Federal Health Care Fraud law (18 U.S.C. Section 1347); federal and state referral Laws; and (vii) any other requirements of Law relating to the licensing of health care professionals, licensure of health care facilities, the corporate practice of a health profession (including common law and Attorney General Opinions), restrictions applicable to the shareholder, director or officer requirements for any corporation operating a pharmacy, restrictions or prohibitions applicable to referral fees or receiving or giving a benefit or other compensation for customer acquisition, fee splitting, conflict of interest matters, charging any amounts for insured health services in Canada and health care provider remuneration, any provision of telemedicine, telehealth, or remote telemetry services, and medical service documentation and medical record retention, unprofessional conduct, or the coding, billing and submission of claims.

“ Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations ”.

“ IFRS ” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

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“ Intellectual Property ” means all of the following in any jurisdiction throughout the world: (i) patents, applications for patents and reissues, re-examinations, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, knowhow, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) works of authorship (whether published or unpublished), copyright rights in or related thereto, copyright registrations and applications for copyright registration; (iv) integrated circuit topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (v) industrial designs, industrial designation registrations and applications, designs, design registrations and design registration applications; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, social media accounts and other electronic identifiers (e.g. Twitter and Facebook “handles”), trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

“ Interim Order ” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“ Investor Rights Agreement ” means the investor rights agreements between the Company and Claire Duboc, Elkland Capital Inc., Elkland L. P., Samuel L. Duboc, TELUS Corporation, Manulife Capital Inc. and Green Shield Canada with respect to certain shareholder rights dated December 23, 2020.

“ IPO ” means initial public offering.

“ IT Assets ” means Software, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation.

“ Kingsdale Advisors ” means the strategic shareholder advisor and proxy solicitation agent retained by the Company for strategic advisory and proxy solicitation services.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common, civil or otherwise), constitution, treaty, convention, ordinance, by-law, code, rule, regulation, order, injunction, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Legacy Incentive Plan ” means the legacy incentive plan of the Company dated December 23, 2020.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise) or restriction or adverse right or other encumbrance of any kind, in each case, whether contingent or absolute.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

“ Non-Employees Directors DSU Plan ” means the non-employee directors deferred share unit plan of the Company dated January 1, 2021.

“ Non-Resident Dissenting Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Non-Resident Dissenting Holders ”.

“ Non-Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada ”.

“ Omnibus Incentive Plan ” means the omnibus incentive plan of the Company dated December 23, 2020.

“ Ordinary Course ” means, with respect to an action taken by any Person, that such action is consistent in nature, magnitude and scope with the past practices of the such Person and is taken in the ordinary course of the normal day-to-day operations of the business of such Person and, in any case, is not unreasonable or unusual in the circumstances of such case in the context of

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the provisions of the Arrangement Agreement (it being acknowledged that any action taken in good faith and on a commercially reasonable basis to take into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effects of COVID-19 shall be deemed to have been taken in the Ordinary Course).

“ Outside Date ” means February 28, 2022, or such later date as may be agreed to in writing by the Parties.

“ Parties ” means, collectively, the Company and the Purchaser and “ Party ” means any one of them.

“ Permitted Liens ” means, as of any particular time and in respect of any Person, each of the following Liens:

(a) Liens for Taxes which are not delinquent or that are being contested in good faith and that have been adequately reserved on the Person’s financial statements;
(b) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course;
(c) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;
(d) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of such Person, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance;
(e) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely impact current or contemplated use, occupancy, utility or value of the applicable real property by such Person;
(f) Liens against the real property leased (or subleased) by such Person (excluding any Liens granted by such Person against their respective leasehold interests therein); and
(g) in respect of the Company, the Liens listed in Section 1.1 of the Company Disclosure Letter.

“ Person ” includes any individual, partnership, limited partnership, association, body corporate, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Personal Information ” means information about an identifiable individual in the possession or under the control of the Company or the Subsidiaries, except to the extent excluded from the application of applicable Privacy Laws.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement, the Plan of Arrangement and Interim Order or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Pre-Acquisition Reorganization ” has the meaning ascribed thereto in Section 4.10 of the Arrangement Agreement.

“ Privacy Laws ” means all Laws relating to the Processing of Personal Information and Anti-Spam Laws.

“ PSUs ” means the performance share units issued under the Omnibus Incentive Plan.

“ Purchaser ” means CloudMD Software & Services Inc.

“ Purchaser Material Adverse Effect ” means any one or more changes, events, occurrences, developments, effects, circumstances or state of facts that either individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities (contingent or otherwise), financial condition or results of operations of the Purchaser and its Subsidiaries, taken as a whole, but excluding any change, event, occurrence, development,

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effect, circumstance or state of facts arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Purchaser and its Subsidiaries operate;
(b) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
(c) any change, development or condition resulting from any act of sabotage, espionage, hacking, cyberattack or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, espionage, hacking, cyberattack, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or nonapplication of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f) any earthquake or other natural disaster;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof) or other health crisis or public health event, or the worsening of any of the foregoing or the implementation of any COVID-19 Measures;
(h) any action taken (or omitted to be taken) by the Purchaser or its Subsidiaries which is required by Law or required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is requested or consented to by the Company in writing;
(i) the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Purchaser or its Subsidiaries with any of their respective current or prospective employees, lenders, shareholders, suppliers or other business partners; or
(k) any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred),

provided, however, that (i) with respect to clauses (a) through to and including (f) above, such matter does not have a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Purchaser and its Subsidiaries operate; and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a Purchaser Material Adverse Effect has occurred.

“ Purchaser Options ” means the outstanding options to purchase Purchaser Shares issued pursuant to the Purchaser Stock Option Plan.

“ Purchaser Phantom DSUs ” means the outstanding phantom DSUs issued pursuant to the Purchaser Phantom Unit Plan.

“ Purchaser Phantom DSU Plan ” means the Purchaser’s phantom deferred share unit plan dated as of May 1, 2021.

“ Purchaser Phantom RSUs ” means the outstanding phantom RSUs issued pursuant to the Purchaser Phantom RSU Plan.

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“ Purchaser Phantom RSU Plan ” means the Purchaser’s phantom restricted share unit plan dated as of September 30, 2020.

“ Purchaser RSUs ” means the outstanding restricted share units to purchase Purchaser Shares issued pursuant to the Purchaser RSU Plan.

“ Purchaser RSU Plan ” means the Purchaser’s restricted share unit plan dated as of September 28, 2020.

“ Purchaser Shares ” means the common shares in the capital of the Purchaser.

“ Purchaser Stock Option Plan ” means the Purchaser’s stock option plan dated as of September 28, 2020.

“ Record Date ” means the record date for the Meeting, being November 29, 2021.

“ Registered Plan ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Eligibility for Investment ”.

“ Regulatory Approvals ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement and includes the Stock Exchange Approval.

“ Regulatory Body ” means any regulatory or self-regulatory governing body, state, provincial or territorial college, association or licencing board or agency relating to the registration, licensing, regulation, accreditation, or governance of the practice of any applicable regulated health profession.

“ Representatives ” has the meaning ascribed thereto in Section 5.1(a) of the Arrangement Agreement.

“ Resident Dissenting Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dissenting Holders ”.

“ Resident Holder ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada ”.

“ RSUs ” means the outstanding restricted share units issued under the Omnibus Incentive Plan.

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

“ Securityholders ” means, collectively, the Shareholders, the holders of Company Options, DSUs, PSUs and RSUs.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Securities Authorities.

“ Share Consideration ” means, for each Share, 2.285 Purchaser Shares.

“ Shareholders ” means the registered and/or beneficial holders of the Shares, as the context requires.

“ Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Company Options or the settlement of RSUs, PSUs or DSUs.

“ Software ” means software, firmware, middleware, and computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code, executable or binary code.

“ Special Committee ” means the committee of the Board formed in relation to the proposal to effect the transactions contemplated by the Arrangement Agreement.

“A” - 9

“ Stock Exchange Approval ” means the approval, subject to official notice of issuance, of the listing of the Purchaser Shares to be issued pursuant to the Arrangement on the TSXV shall have been obtained.

“ Stock Option Plans ” means the Omnibus Incentive Plan, Non-Employees Directors DSU Plan and Legacy Incentive Plan of the Company.

“ Subsidiaries ” has the meaning ascribed thereto in the Securities Act (Ontario) and, in respect of the Company, includes those subsidiaries set forth in Section 8(a) of the Company Disclosure Letter.

“ Superior Proposal ” means any unsolicited bona fide Acquisition Proposal made after the date of the Arrangement Agreement to acquire not less than all of the outstanding Shares or all or substantially all of the assets of the Company on a consolidated basis that:

(a) complies in all material respects with Securities Laws and did not result from or involve a breach of Article 5 of the Arrangement Agreement;
(b) the Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable to the Shareholders from a financial point of view than the Arrangement (taking into account any amendments to the Arrangement Agreement and the Arrangement proposed by the Purchaser pursuant to Section 5.4 of the Arrangement Agreement);
(c) is not subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith that adequate arrangements have been made to ensure that the required funds will be available to complete such Acquisition Proposal;
(d) is not subject to any due diligence and/or access condition; and
(e) the Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal.

“ Support and Voting Agreements ” means the support and voting agreements entered into by the Purchaser and the Supporting Shareholders.

“ Supporting Shareholders ” means all of the directors and executive officers of the Company.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations made thereunder, as amended.

“ Tax Election ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Exchange of Shares – Tax Election ”.

“ Tax Election Information ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations

— Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Procedure for Making a Tax Election ”.

“ Tax Proposals ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations ”.

“ taxable capital gain ” has the meaning ascribed thereto under “ Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Disposition of Shares Pursuant to the Arrangement — Taxation of Capital Gains and Capital Losses ”.

“A” - 10

license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee/employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described above.

“ TD Securities ” means TD Securities Inc.

“ Terminating Party ” has the meaning ascribed thereto in Section 4.8(c) of the Arrangement Agreement.

“ Termination Fee ” has the meaning ascribed thereto in Section 8.2(b) of the Arrangement Agreement.

“ Termination Fee Event ” has the meaning ascribed thereto in Section 8.2(b) of the Arrangement Agreement.

“ Termination Notice ” has the meaning ascribed thereto in Section 4.8(c) of the Arrangement Agreement.

“ Transfer Agent ” means the Company’s transfer agent, TSX Trust Company.

“ TSX ” means the Toronto Stock Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“A” - 11

APPENDIX “B” ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) of MindBeacon Holdings Inc. (the “ Company ”), pursuant to the arrangement agreement as it may be modified, supplemented or amended from time to time in accordance with its terms (the “ Arrangement Agreement ”) among the Company and the Purchaser and dated November 14, 2021, all as more particularly described and set forth in the information circular of the Company dated December 10, 2021 (the “ Circular ”), accompany the notice of this meeting and all transactions contemplated thereby are hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix “D” to the Circular, is hereby authorized, approved and adopted.
The: (i) Arrangement Agreement and related transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without further notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

“B” - 1

APPENDIX “C” ARRANGEMENT AGREEMENT

See attached.

“C” - 1

EXECUTION VERSION

CLOUDMD SOFTWARE & SERVICES INC.

and

MINDBEACON HOLDINGS INC.

ARRANGEMENT AGREEMENT

NOVEMBER 14, 2021

Page

ARTICLE 1	INTERPRETATION ................................................................................................. 1
1.1	Defined Terms ....................................................................................................... 1
1.2	Certain Rules of Interpretation............................................................................. 16
ARTICLE 2	THE ARRANGEMENT ......................................................................................... 17
2.1	Arrangement ........................................................................................................ 17
2.2	Interim Order ....................................................................................................... 17
2.3	The Company Meeting ........................................................................................ 18
2.4	The Company Circular ......................................................................................... 20
2.5	Final Order ........................................................................................................... 21
2.6	Court Proceedings ................................................................................................ 21
2.7	Articles of Arrangement and Effective Date ....................................................... 22
2.8	Payment of Consideration .................................................................................... 23
2.9	U.S. Securities Law Matters ................................................................................ 23
2.10	Withholding Taxes ............................................................................................... 24
2.11	Incentive Plan Matters ......................................................................................... 24
ARTICLE 3	REPRESENTATIONS AND WARRANTIES ....................................................... 25
3.1	Representations and Warranties of the Company ................................................ 25
3.2	Representations and Warranties of the Purchaser ................................................ 25
3.3	Survival of Representations and Warranties ........................................................ 25
ARTICLE 4	COVENANTS ........................................................................................................ 25
4.1	Conduct of Business of the Company .................................................................. 25
4.2	Conduct of Business of the Purchaser ................................................................. 29
4.3	Covenants of the Company Relating to the Arrangement ................................... 30
4.4	Covenants of the Purchaser Relating to the Arrangement ................................... 31
4.5	Access to Information; Confidentiality ................................................................ 33
4.6	Disclosure of Personal Information ..................................................................... 34
4.7	Public Communications ....................................................................................... 34
4.8	Notice and Cure Provisions ................................................................................. 34
4.9	Insurance and Indemnification ............................................................................. 35
4.10	Resignations ......................................................................................................... 36
4.11	Pre-Acquisition Reorganization ........................................................................... 36
4.12	Investor Rights Agreement .................................................................................. 37
ARTICLE 5	ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ............... 37
5.1	Non-Solicitation ................................................................................................... 37
5.2	Notification of Acquisition Proposals .................................................................. 39
5.3	Responding to an Acquisition Proposal ............................................................... 39
5.4	Right to Match ..................................................................................................... 40
5.5	Breach by Subsidiaries and Representatives ........................................................ 42
ARTICLE 6	CONDITIONS ........................................................................................................ 42
6.1	Mutual Conditions Precedent ............................................................................... 42
6.2	Additional Conditions Precedent to the Obligations of the Purchaser ................ 43
6.3	Additional Conditions Precedent to the Obligations of the Company ................. 44
6.4	Satisfaction of Conditions .................................................................................... 44
ARTICLE 7	TERM AND TERMINATION ............................................................................... 45
7.1	Term ..................................................................................................................... 45

-i-

(continued)

Page

	Pag
7.2	Termination .......................................................................................................... 45
7.3	Effect of Termination/Survival ............................................................................ 47
ARTICLE 8 GENERAL PROVISIONS ..................................................................................... 47
8.1	Amendments ........................................................................................................ 47
8.2	Termination Fees ................................................................................................. 48
8.3	Expenses and Expense Reimbursement ............................................................... 49
8.4	Notices ................................................................................................................. 50
8.5	Time of the Essence ............................................................................................. 51
8.6	Further Assurances............................................................................................... 51
8.7	Injunctive Relief................................................................................................... 51
8.8	Third Party Beneficiaries ..................................................................................... 51
8.9	Waiver .................................................................................................................. 52
8.10	Entire Agreement ................................................................................................. 52
8.11	Successors and Assigns........................................................................................ 52
8.12	Severability .......................................................................................................... 52
8.13	Governing Law .................................................................................................... 53
8.14	Rules of Construction .......................................................................................... 53
8.15	No Liability .......................................................................................................... 53
8.16	Language .............................................................................................................. 53
8.17	Counterparts ......................................................................................................... 53
SCHEDULE A PLAN OF ARRANGEMENT.......................................................................... A-1
SCHEDULE B ARRANGEMENT RESOLUTION ................................................................. B-1
SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY ............ C-1
SCHEDULE D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ........ D-1

-ii-

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 14[th] day of November, 2021,

BETWEEN:

CLOUDMD SOFTWARE & SERVICES INC. , a corporation existing under the laws of the Province of British Columbia

(the “ Purchaser ”)

and -

MINDBEACON HOLDINGS INC. , a corporation existing under the federal laws of Canada

(the “ Company ”)

WHEREAS the Parties are proposing an arrangement involving, among other things, the acquisition by the Purchaser of all of the outstanding Common Shares of the Company pursuant to the Arrangement, as provided in this Agreement;

AND WHEREAS the Board, following the recommendation of the Special Committee, has determined that the Arrangement is fair to the Shareholders and that the Arrangement is in the best interests of the Company and has resolved, subject to the terms of this Agreement, to recommend that the Shareholders vote in favour of the Arrangement Resolution;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

“ 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) after the date of this Agreement relating to: (i) any sale or disposition (or any lease, license or other arrangement having the same economic effect as a sale or disposition) whether in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of

the consolidated revenue of the Company and the Subsidiaries in each case based on the financial statements of the Company most recently filed prior to such time as part of the Company Filings; (ii) any direct or indirect acquisition, purchase, take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company or securities convertible or exchangeable into voting or equity securities of the Company then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for voting, equity or other securities); (iii) any acquisition, share issuance, arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction involving the Company pursuant to which any Person or group of Persons would own, directly or indirectly, 20% or more of the voting or equity securities of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or the surviving entity; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions .

“ Agreement ” means this arrangement agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Arrangement ” means an arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement, the Plan of Arrangement and the Interim Order or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ associate ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Board ” means the board of directors of the Company as constituted from time to time.

“ Board Recommendation ” has the meaning ascribed thereto in Section 2.4(b).

“ Breaching Party ” has the meaning ascribed thereto in Section 4.8(c).

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“ Cash Consideration ” means, for each Share, $1.22 in cash.

“ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Change in Recommendation ” has the meaning ascribed thereto in Section 7.2(a)(iv)(B).

“ Claim ” means any action, charge, claim, lawsuit, demand, suit, inquiry, hearing, investigation, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeals or other dispute, whether civil, criminal, administrative or otherwise.

“ Closing ” has the meaning ascribed thereto in Section 2.7(b).

“ Collective Agreements ” means all collective bargaining agreements or union agreements applicable to the Company or any of its Subsidiaries and all related letters or memoranda of understanding applicable to the Company or any of its Subsidiaries which impose obligations upon the Company or any of its Subsidiaries.

“ Commercial Payer ” or “ Commercial Payers ” means each insurance company or other payer to which the Company or any of its Subsidiaries submits bills or requests for reimbursement.

“ Common Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any Common Shares issued upon the valid exercise of Company Options or the settlement of RSUs, PSUs or DSUs.

“ Company ” has the meaning ascribed thereto in the preamble hereto.

“ Company Circular ” means the notice of the Company Meeting and accompanying information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to Shareholders and other Persons as required by the Interim Order and Law in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Company Disclosure Letter ” means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with this Agreement.

“ Company Employees ” means the officers and employees of the Company and the Subsidiaries.

“ Company Filings ” means all documents publicly filed by or on behalf of the Company on SEDAR since December 7, 2020.

“ Company Intellectual Property ” means the Owned Intellectual Property and the Licensed Intellectual Property.

(contingent or otherwise), financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, but excluding any change, event, occurrence, development, effect, circumstance or state of facts arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(a) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Company and its Subsidiaries operate;
(b) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
(c) any change, development or condition resulting from any act of sabotage, espionage, hacking, cyberattack or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, espionage, hacking, cyberattack, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f) any earthquake or other natural disaster;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof) or other health crisis or public health event, or the worsening of any of the foregoing or the implementation of any COVID-19 Measures;
(h) any action taken (or omitted to be taken) by the Company or its Subsidiaries which is required by Law or required to be taken (or omitted to be taken) pursuant to this Agreement or that is requested or consented to by the Purchaser in writing;
(i) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or its Subsidiaries with any of their respective current or prospective employees, lenders, shareholders, suppliers or other business partners; or
(k) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred),

to other comparable companies and entities operating in the industries and businesses in which the Company and its Subsidiaries operate; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a Company Material Adverse Effect has occurred.

“ Company Meeting ” means the special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“ Company Options ” means the outstanding options to purchase Common Shares issued pursuant to the Omnibus Incentive Plan and the Legacy Incentive Plan.

“ Company Software ” means all Software that is owned by the Company or any of its Subsidiaries.

“ Confidentiality Agreement ” means the confidentiality agreement dated October 15, 2021, between the Company and the Purchaser.

“ Consideration ” means, collectively, the Cash Consideration and the Share Consideration.

“ Consideration Shares ” means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ COVID-19 Measures ” has the meaning ascribed thereto in Section 4.1(a).

“ Data Compromise ” means any unauthorized access to, unauthorized acquisition of, unauthorized disclosure of, or theft of Personal Information in the possession or control of the Company or its Subsidiaries (or any service provider of or any third parties acting on behalf of the Company or any of its Subsidiaries).

“ Depositary ” means Endeavor Trust Company or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company.

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA.

“ Disclosed Personal Information ” means Personal Information that the Purchaser receives from the Company in connection with this Agreement prior to Closing and to consummate the transactions contemplated hereunder.

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“ DSUs ” means the outstanding deferred share units issued under the Non-Employee Directors DSU Plan.

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

“ Eligible Holder ” has the meaning ascribed to such term in the Plan of Arrangement.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, restricted share unit, performance share unit, deferred share unit, phantom equity or equity based compensation, savings, insurance, incentive, incentive compensation, deferred compensation, security purchase, security compensation, termination, severance, paid time off, disability, pension or supplemental retirement plans, retirement savings, savings and other similar material plans, policies, trusts, funds, agreements or arrangements, in each case: (i) for the benefit of directors or former directors of the Company or the Subsidiaries, or (ii) Company Employees or former Company Employees, which are maintained by or binding upon the Company or the Subsidiaries or in respect of which the Company or the Subsidiaries has any actual or contingent liability, provided that a Employee Plan shall not include any Statutory Plans.

Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ Fairness Opinion ” means the opinion of the Financial Advisor to the effect that, as of the date of this Agreement, the Consideration to be received by the Shareholders under the Arrangement is fair from a financial point of view to such Shareholders.

“ Financial Advisor ” means TD Securities Inc.

“ Governmental Health Program ” shall mean any federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f), including but not limited to Medicare, Medicaid and TRICARE.

“ Harmony ” means PHC of Nevada Inc., a Massachusetts corporation doing business as Harmony Healthcare, the shares of which were indirectly acquired by the Company on October 31, 2021.

“ Hazardous Substances ” means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials or any substance which is deemed under Environmental Laws to be deleterious to natural resources or worker or public health and safety or having a significant adverse effect upon the environment or human life or health.

“ Health Care Program ” means any Governmental Health Program and/or any other Commercial Payer program.

Act and the applicable regulations promulgated thereunder, (ii) all federal, state, and local health carerelated fraud and abuse and patient inducement Laws, including the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), and the U.S. Civil False Claims Act (31 U.S.C. Sections 3729 et seq.); the (iii) Patient Protection and Affordable Care Act of 2010 , as amended by the Health Care and Education Affordability Reconciliation Act of 2010 ; (iv) Laws relating to third-party reimbursement, including any Governmental Health Program; (v) the Federal Exclusion Laws (42 U.S.C. Section 1320a-7); (vi) the Federal Health Care Fraud law (18 U.S.C. Section 1347); federal and state referral Laws; and (vii) any other requirements of Law relating to the licensing of health care professionals, licensure of health care facilities, the corporate practice of a health profession (including common law and Attorney General Opinions),restrictions applicable to the shareholder, director or officer requirements for any corporation operating a pharmacy, restrictions or prohibitions applicable to referral fees or receiving or giving a benefit or other compensation for customer acquisition, fee splitting, conflict of interest matters, charging any amounts for insured health services in Canada and health care provider remuneration, any provision of telemedicine, telehealth, or remote telemetry services, and medical service documentation and medical record retention, unprofessional conduct, or the coding, billing and submission of claims.

“ Health Professional ” means an individual who is licensed or registered to carry on the practice of medicine, pharmacy, nursing, psychology, psychotherapy, social work, occupational therapy or kinesiology or any other health profession applicable to the operations of the Company or the Purchaser or any of their Subsidiaries on a full or part time basis or as an independent contractor or consultant, as applicable, in a jurisdiction, with or without supervision, by the applicable Regulatory Body.

“ HIPAA ” shall mean the Health Insurance Portability and Accountability Act of 1996 , as amended by the HITECH Act, and as otherwise may be amended from time to time, and any and all implementing regulations, as in effect from time to time, including, but not limited to, the Privacy Standards (45 C.F.R. Parts 160 and 164), the Electronic transactions Standards (45 C.F.R. Parts 160 and 162), and the Security Standards (45 C.F.R. Parts 160, 162 and 164), as amended from time to time.

“ HITECH Act ” shall mean the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 , Pub. Law No. 111-5 and its implementing regulations, as in effect from time to time.

“ Leases ” has the meaning ascribed thereto under Paragraph 24 of Schedule C.

“ Legacy Incentive Plan ” means the legacy incentive plan of the Company dated December 23, 2020.

“ Licensed Intellectual Property ” means all Intellectual Property that is used or held for use by the Company or its Subsidiaries and which is not Owned Intellectual Property.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

“ Misrepresentation ” has the meaning ascribed thereto under Securities Laws.

“ Money Laundering Laws ” has the meaning ascribed thereto in Paragraph 33 of Schedule C.

“ Non-Employees Directors DSU Plan ” means the non-employee directors deferred share unit plan of the Company dated January 1, 2021.

“ Officer ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Omnibus Incentive Plan ” means the omnibus incentive plan of the Company dated December 23, 2020.

10 -

account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effects of COVID-19 shall be deemed to have been taken in the Ordinary Course).

“ Outside Date ” means February 28, 2022 or such later date as may be agreed to in writing by the Parties.

“ Owned Intellectual Property ” means any and all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

“ Parties ” means, collectively, the Company and the Purchaser and “ Party ” means any one of them.

“ Permitted Liens ” means, as of any particular time and in respect of any Person, each of the following Liens:

(a) Liens for Taxes which are not delinquent or that are being contested in good faith and that have been adequately reserved on the Person’s financial statements;
(b) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course;
(c) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;
(d) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of such Person, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance;
(e) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely impact current or contemplated use, occupancy, utility or value of the applicable real property by such Person;
(f) Liens against the real property leased (or subleased) by such Person (excluding any Liens granted by such Person against their respective leasehold interests therein); and
(g) in respect of the Company, the Liens listed in Section 1.1 of the Company Disclosure Letter.

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Arrangement and Interim Order or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Pre-Acquisition Reorganization ” has the meaning ascribed thereto in Section 4.10.

“ Privacy Laws ” means all Laws relating to the Processing of Personal Information and Anti-Spam Laws.

“ Privacy Policy ” means the: (a) publicly-facing policies or notices relating to Personal Information, privacy and/or the security of the Personal Information (e.g. posted privacy policies, notices provided in connection with the Processing of Personal Information) of the Company or the Subsidiaries, and (b) internal privacy policies or guidelines of the Company or the Subsidiaries.

“ Process ,” “ Processed ,” or “ Processing ” means to collect, use, modify, retrieve, disclose, store, delete, and/or otherwise manage or process Personal Information.

“ PSUs ” means the performance share units issued under the Omnibus Incentive Plan.

“ Publicly Available Software ” means (a) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as “free software” or “open source software” (e.g. Linux), or pursuant to “open source,” “copyleft” or similar licensing and distribution models; and (b) any Software that requires as a condition of the use, modification, and/or distribution of such Software that such Software or other Software that incorporates or is incorporated into, derived from, or distributed with such Software (i) be disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; (iii) be redistributable at no or minimal charge; or (iv) be licensed, sold or otherwise made available on terms that grant the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of such software or other software.

“ Purchaser ” has the meaning ascribed thereto in the preamble hereto.

“ Purchaser Filings ” means all documents publicly filed by or on behalf of the Purchaser on SEDAR since January 1, 2021.

“ Purchaser Financial Statements ” has the meaning ascribed thereto in Paragraph 10 of Schedule D.

(a) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Purchaser and its Subsidiaries operate;
(b) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
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(c) any change, development or condition resulting from any act of sabotage, espionage, hacking, cyberattack or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, espionage, hacking, cyberattack, terrorism, hostilities or war;
(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;
(e) any change in applicable generally accepted accounting principles, including IFRS;
(f) any earthquake or other natural disaster;
(g) any pandemic or outbreak of illness (including COVID-19 (Coronavirus) and any variants/mutations thereof) or other health crisis or public health event, or the worsening of any of the foregoing or the implementation of any COVID-19 Measures;
(h) any action taken (or omitted to be taken) by the Purchaser or its Subsidiaries which is required by Law or required to be taken (or omitted to be taken) pursuant to this Agreement or that is requested or consented to by the Company in writing;
(i) the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred);
(j) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Purchaser or its Subsidiaries with any of their respective current or prospective employees, lenders, shareholders, suppliers or other business partners; or
(k) any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred),

provided, however, that (i) with respect to clauses (a) through to and including (f) above, such matter does not have a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Purchaser and its Subsidiaries operate; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a Purchaser Material Adverse Effect has occurred.

“ Purchaser Options ” means the outstanding options to purchase Purchaser Shares issued pursuant to the Purchaser Stock Option Plan.

“ Purchaser Phantom DSUs ” means the outstanding phantom DSUs issued pursuant to the Purchaser Phantom Unit Plan.

“ Purchaser Phantom DSU Plan ” means the Purchaser’s phantom deferred share unit plan dated as of May 1, 2021.

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“ Purchaser Phantom RSUs ” means the outstanding phantom RSUs issued pursuant to the Purchaser Phantom RSU Plan.

“ Purchaser Phantom RSU Plan ” means the Purchaser’s phantom restricted share unit plan dated as of September 30, 2020.

“ Purchaser RSUs ” means the outstanding restricted share units to purchase Purchaser Shares issued pursuant to the Purchaser RSU Plan.

“ Purchaser RSU Plan ” means the Purchaser’s restricted share unit plan dated as of September 28, 2020.

“ Purchaser Shares ” means the common shares in the capital of the Purchaser.

“ Purchaser Stock Option Plan ” means the Purchaser’s stock option plan dated as of September 28, 2020.

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“ Representatives ” has the meaning ascribed thereto in Section 5.1(a).

“ RSUs ” means the outstanding restricted share units issued under the Omnibus Incentive Plan.

“ Securities Authority ” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

“ Securityholders ” means, collectively, the Shareholders, the holders of Company Options, DSUs, PSUs and RSUs.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Securities Authorities.

“ Share Consideration ” means, for each Share, 2.285 Purchaser Shares.

“ Shareholders ” means the registered and/or beneficial holders of the Common Shares, as the context requires.

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“ Special Committee ” means the committee of the Board formed in relation to the proposal to effect the transactions contemplated by this Agreement.

“ Statutory Plans ” means statutory benefit plans administered by a Governmental Entity which the Company, or any of its Subsidiaries, is required to participate in or comply with, including the Canada Pension Plan and Quebec Pension Plan and plans administered pursuant to applicable federal or provincial health, workplace safety insurance and employment insurance legislation.

“ Stock Option Plans ” means the Omnibus Incentive Plan, Non-Employees Directors DSU Plan and Legacy Incentive Plan of the Company.

“ Superior Proposal ” means any unsolicited bona fide Acquisition Proposal made after the date of this Agreement to acquire not less than all of the outstanding Common Shares or all or substantially all of the assets of the Company on a consolidated basis that:

(a) complies in all material respects with Securities Laws and did not result from or involve a breach of Article 5 of this Agreement;
(b) the Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, taking into account all of the terms and conditions of such Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable to the Shareholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by the Purchaser pursuant to Section 5.4);
(c) is not subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith that adequate arrangements have been made to ensure that the required funds will be available to complete such Acquisition Proposal;
(d) is not subject to any due diligence and/or access condition; and
(e) the Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal.

“ Superior Proposal Notice ” has the meaning ascribed thereto in Section 5.4(a)(ii).

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“ Supporting Shareholders ” means all of the directors and executive officers of the Company.

“ Tax Act ” means the Income Tax Act (Canada) and all regulations made thereunder, as amended.

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, statements and other similar documents (including withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form.

“ Taxes ” means any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee/employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described above.

“ Terminating Party ” has the meaning ascribed thereto in Section 4.8(c).

“ Termination Fee ” has the meaning ascribed thereto in Section 8.2(b).

“ Termination Fee Event ” has the meaning ascribed thereto in Section 8.2(b).
“ Termination Notice ” has the meaning ascribed thereto in Section 4.8(c).
“ Third Party Beneficiaries ” has the meaning ascribed thereto in Section 8.8(a).
“ TSX ” means the Toronto Stock Exchange.
“ TSXV ” means the TSX Venture Exchange.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“ Unauthorized Code ” means any virus, trojan horse, worm, or other Software routines or hardware components designed to permit unauthorized access, to disable, erase, or otherwise harm Software, hardware, or data.

“ Wilful Breach ” of any representation, warranty or covenant by a Party means that, as applicable, a senior officer or director of the applicable Party (a) as to a representation or warranty herein, had actual knowledge that a representation or warranty of the Party to which he or she served as a senior officer or director was materially false when made or (b) as to a covenant herein, directed or allowed the Party to take an action, fail to take action or permit an action to be taken or occur that he or she knew at such time constituted a material breach of a covenant herein by such Party.

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1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa .
(d) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” means (i) copies of the subject materials were included in the Data Room, (ii) copies of the subject materials were provided to the Purchaser or its Representatives, or (iii) the subject material was listed in the Company Disclosure Letter or referred to in the Data Room and copies were provided to the Purchaser by the Company if requested.
(e) Capitalized Terms. All capitalized terms used in any Schedule or the Company Disclosure Letter have the meanings ascribed to them in this Agreement.
(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge of each of the Executive Chair, President and Chief Executive Officer, Chief Commercial Officer and Chief Financial Officer of the Company, after due and diligent inquiry regarding the relevant matter. Where any representation or warranty is expressly qualified by reference to knowledge of the Purchaser, it is deemed to refer to the actual knowledge of each of the Chairman of the Board, Chief Executive Officer, President and the Chief Financial Officer of the Purchaser, after due and diligent inquiry regarding the relevant matter.
(g) Accounting Terms. Unless otherwise stated, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company or the Purchaser required to be made shall be made in a manner consistent with IFRS.
(h) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
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(i) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(j) Time References. References to time are to local time, Toronto, Ontario.
(k) Schedules. The schedules attached to this Agreement and the Company Disclosure Letter form an integral part of this Agreement for all purposes of it.
(l) Company Disclosure Letter. The Company Disclosure Letter itself and all information contained in it is confidential information and is subject to the terms and conditions of the Confidentiality Agreement.
(m) Subsidiaries. In this Agreement, references requiring the Company to “cause its Subsidiaries” shall mean, in respect of Farvolden Psychology Professional Corporation, that the Company shall cause MindBeacon Health Inc. to exercise any and all rights available to MindBeacon Health Inc. under the Management Agreement among Farvolden Psychology Professional Corporation, Dr. Peter Farvolden and MindBeacon Health Inc. dated August 1, 2018 and otherwise use its commercially reasonable efforts to cause Farvolden Psychology Professional Corporation to satisfy the specified obligation or covenant.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Section 192 of the CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(b) that the required level of approval for the Arrangement Resolution shall be the affirmative vote of (i) two-thirds of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Company Meeting, and (ii) if required, a majority of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
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(c) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) for confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(h) that the record date for Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment or postponement of the Company Meeting, unless required by Law or the Court; and
(i) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed, and subject to approval by the Court.

2.3 The Company Meeting

The Company shall:

(a) in consultation with the Purchaser, fix and publish a record date for the purposes of determining Shareholders entitled to receive notice of and vote at the Company Meeting, such record date to be as soon as practicable following the date hereof;
(b) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as possible, and in any event on or before January 17, 2022, and in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws for the purpose of considering the Arrangement Resolution and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser except: (i) as required or permitted under Section 4.8(c) or Section 5.4(d); (ii) as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled); (iii) as required by Law or by a Governmental Entity; or (iv) for no more than one adjournment for not more than ten (10) Business Days for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution.
(c) subject to the terms of this Agreement, and unless the Board has made a Change in Recommendation in accordance with this Agreement, solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of
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the transactions contemplated by this Agreement, including, if so requested by the Purchaser, and at the expense of the Purchaser, using proxy solicitation services firms that are reasonably acceptable to the Purchaser;

(d) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company (if applicable), as requested from time to time by the Purchaser promptly after such information or access is provided to the Company;
(e) in consultation with the Purchaser, fix the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;
(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution including the manner in which the applicable securities have been voted;
(g) promptly advise the Purchaser of any communication to the Company (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and/or any purported exercise or withdrawal of Dissent Rights by Shareholders and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such person and to participate in any discussions, negotiations or proceedings involving such person;
(h) not change the record date for the Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or as otherwise contemplated under the terms of this Agreement;
(i) not make any payment or settlement offer, or agree to any settlement, before the Effective Time with respect to any notice of dissent or purported exercise of Dissent Rights or any other claim in opposition of the Arrangement unless the Purchaser has given its prior written consent (which may be granted or withheld in the Purchaser’s sole and absolute discretion) to such payment, settlement offer or settlement as applicable; and
(j) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Common Shares (including the holders of Company Options, DSUs, PSUs and RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and nonobjecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request.
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2.4 The Company Circular

(a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser and its legal counsel, the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, as soon as practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Shareholder and other Persons as required by the Interim Order and Law in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(b).
(b) The Company shall ensure that the Company Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser for purposes of inclusion in the Company Circular pursuant to Section 2.4(d)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Special Committee has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement and that the Shareholders vote in favour of the Arrangement Resolution; (iii) a statement that the Board has, after receiving legal and financial advice and the recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “ Board Recommendation ”); and (iv) a statement that each Supporting Shareholder entered into a voting agreement pursuant to which, and subject to its terms, such Shareholder has committed to vote in favour of the Arrangement Resolution.
(c) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Purchaser included in the Company Circular must be in a form and content satisfactory to them, acting reasonably.
(d) The Purchaser shall provide the Company, on a timely basis, with all necessary information regarding the Purchaser, the affiliates of the Purchaser and the Consideration Shares, including (if applicable) any pro forma financial statements, as required by applicable Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares, and the Purchaser will indemnify the Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any Misrepresentation or alleged Misrepresentation contained in any information relating to the Purchaser, its affiliates or the Consideration Shares included in the Company Circular that was provided by the Purchaser or a Representative thereof
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expressly for inclusion in the Company Circular pursuant to this Section 2.4(d); and

(ii) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular that was provided by the Purchaser or a Representative thereof expressly for inclusion in the Company Circular pursuant to this Section 2.4(d).
(e) Each Party shall also use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Company Circular or in any other disclosure documents required by Law and to the identification in the Company Circular or such disclosure documents of each such advisor.
(f) Each Party shall promptly notify the other Party if, at any time before the Effective Time, it becomes aware that the Company Circular or other related documents contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities, or any other Governmental Entity.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed at the Company Meeting.

2.6 Court Proceedings

Subject to the terms of this Agreement, the Purchaser shall co-operate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required to be supplied by the Purchaser in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(a) diligently pursue, and co-operate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give reasonable and due consideration to all comments of the Purchaser and its legal counsel and accept the reasonable comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials;
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(c) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(d) not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, provided that nothing herein shall require the Purchaser to agree or consent to any increase in, or variation of the form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement; and
(f) oppose any proposal from any person that the Final Order contain any provision inconsistent with this Agreement, and if, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser.

2.7 Articles of Arrangement and Effective Date

(a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended from time to time.
(b) The Company shall file the Articles of Arrangement with the Director as soon as reasonably practicable and in any event within three (3) Business Days after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties.
(c) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the CBCA. The completion of the Arrangement (the “ Closing ”) will take place remotely by exchange of documents and signatures (or their electronic counterparts).
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2.8 Payment of Consideration

The Purchaser shall, following receipt of the Final Order and the satisfaction of the other conditions to completion set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party or Parties for whose benefit such conditions exist), and in any event prior to the sending by the Company of the Articles of Arrangement to the Director in accordance with Section 2.7(b), deposit in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) sufficient funds and Purchaser Shares to satisfy the aggregate Consideration payable to the Shareholders pursuant to the Plan of Arrangement (other than payments to Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection).

2.9 U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that the Consideration Shares issued on completion of the Arrangement to Securityholders, as described in the Plan of Arrangement, will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption and pursuant to exemptions from applicable U.S. state “blue sky” securities laws.

In order to ensure the availability of the Section 3(a)(10) Exemption with respect to the Consideration Shares issued on completion of the Arrangement, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be advised as to the intention of the Parties to rely on the 3(a)(10) Exemption prior to the hearing required to approve the Interim Order;
(c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Securityholders, subject to the Arrangement;
(d) the Company will ensure that Securityholders entitled to receive the Consideration Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right;
(e) each Securityholder entitled to receive Consideration Shares will be advised that the Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and in the case of any Securityholder that is an “affiliate” (within the meaning of applicable rules under the U.S. Securities Act) of the Purchaser, or was such an “affiliate” within ninety (90) days of the Effective Date, will be subject to restrictions on resale under the applicable securities laws of the United States, including the affiliate volume and manner of sale restrictions of Rule 144 under the U.S. Securities Act;
(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Securityholders receiving Consideration Shares under the Arrangement; and
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(g) the Interim Order approving the Company Meeting will specify that each Securityholder receiving Consideration Shares under the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act.

2.10 Withholding Taxes

The Company, the Purchaser and the Depositary shall be entitled to deduct or withhold from any amounts payable to any Person pursuant to the Arrangement or this Agreement, such Taxes or other amounts as the Purchaser, the Company or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign Tax law. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated, for all purposes hereof, as having been paid or delivered to the Person in respect of whom such deduction or withholding was made, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any Person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the Person, any of the Purchaser, the Company or the Depositary is hereby authorized to sell or otherwise dispose of any Share Consideration as is necessary to provide sufficient funds to the Purchaser, the Company, or the Depositary, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and none of the Purchaser, the Company or the Depositary shall be liable to any Person for any deficiency in respect of any proceeds received. The Purchaser, the Company or the Depositary, as applicable, shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to the holder thereof any unapplied balance of the net proceeds of such sale. Notwithstanding the foregoing, in lieu of having the Purchaser Shares sold or otherwise disposed of, holders of Company Options, PSUs, DSUs or RSUs may provide cash to the Company, the Purchaser or the Depositary, as applicable, to fund any required withholding taxes, provided the cash delivered is sufficient to satisfy any remittance in full and is received at least five business days before the remittance by the Company, the Purchaser or the Depositary, as applicable, of any withholding is due.

2.11 Incentive Plan Matters

(a) The Parties acknowledge that the outstanding Company Options, DSUs, PSUs and RSUs shall be treated in accordance with the provisions of the Plan of Arrangement.
(b) The Parties acknowledge that no deduction will be claimed by the Company or any Person not dealing at arm’s length with the Company in respect of any payment made in respect of the Company Options pursuant to the Plan of Arrangement to a holder of Company Options who is a resident of Canada or who is employed in Canada (all within the meaning of the Tax Act), in computing the taxable income under the Tax Act of the Company, or any Person not dealing at arm’s length with the Company, and the Purchaser shall cause the Company to: (i) where applicable, make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the payments made in exchange for the surrender of Company Options; and (ii) provide evidence in writing of such election to holders of Company Options.
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ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

(a) Except as specifically disclosed in the correspondingly numbered section of the Company Disclosure Letter (which shall make reference to the applicable section in respect of which such qualification is being made), the Company represents and warrants to the Purchaser as set forth in Schedule C and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) Except for the representations and warranties set forth in this Agreement or in any certificate delivered pursuant to the terms hereof, neither the Company nor any other Person has made or makes, and the Purchaser has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Company.

3.2 Representations and Warranties of the Purchaser

(a) The Purchaser represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) Except for the representations and warranties set forth in this Agreement or in any certificate delivered pursuant to the terms hereof, neither the Purchaser or the Purchaser nor any other Person has made or makes, and the Company has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser.

3.3 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Section 3.3 will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

(a) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or any Contract (provided such Contract has been disclosed in the Company Disclosure Letter); (iv) to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or
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recommendations issued by a Governmental Entity or as reasonably considered prudent by the Company to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers in connection with or in response to COVID-19 or any variants/mutations thereof (“ COVID-19 Measures ”); or (v) as contemplated by the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Law, and the Company shall use commercially reasonable efforts to maintain and preserve the business organization, assets, properties, goodwill and business relationships of the Company and the Subsidiaries that they each currently maintain with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business relations and keep available the services of the employees and consultants of the Company and any of its Subsidiaries.

(b) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (1) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (2) as required or permitted by this Agreement; (3) as required by Law or any Contract (provided such Contract has been disclosed in the Company Disclosure Letter); (4) as required to comply with any COVID-19 Measures; or (5) as contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine or reclassify any shares of the Company or any Subsidiary;
(iii) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, except for:
- (A) the acquisition of shares of capital stock of any Subsidiary by the Company as disclosed in the Company Disclosure Letter; or
- (B) pursuant to the cashless exercise of Company Options or the forfeiture or withholding of Taxes with respect to currently outstanding Company Options, DSUs, PSUs or RSUs;
(iv) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), or otherwise modify the terms of, any shares of capital stock or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or the Subsidiaries, except for:
- (A) the issuance of Common Shares issuable upon the exercise of the currently outstanding Company Options or settlement of the currently outstanding DSUs, PSUs, and/or RSUs, as applicable; or
- (B) the issuance of any shares of capital stock of the Subsidiaries to the Company as disclosed in the Company Disclosure Letter;
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(v) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any other Person or any material equity interests therein, or any assets, securities, properties, interests or businesses having a cost, on an aggregate basis, in excess of $100,000 for all such transactions, other than, for greater certainty, ordinary course procurement contracts entered into the in the Ordinary Course, or enter into any joint venture, legal partnership, limited liability corporation or similar arrangement with any third Person;
(vi) sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of the assets of the Company or the Subsidiaries;
(vii) create or incur any Lien (other than Permitted Liens);
(viii) reorganize, amalgamate or merge the Company or any of the Subsidiaries, except for the reorganization contemplated in Section 4.1 of the Company Disclosure Letter, in respect of which the Company covenants and agrees that it shall use its commercially reasonable efforts to complete prior to the Effective Date;
(ix) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of the Subsidiaries;
(x) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $75,000 other than:
(A) any advance, capital contribution, loan or indebtedness owing by the Subsidiaries to the Company or by the Company to the Subsidiaries;
(B) in connection with the refinancing of any advance, capital contribution, loan or indebtedness outstanding on the date hereof in the Ordinary Course and as disclosed in the Company Disclosure Letter; and
(C) in connection with advances under the existing credit facilities of the Company and the Subsidiaries in the Ordinary Course;
(xi) make, change or revoke any material Tax election or designation, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into, cancel or modify any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or periods of reporting income, deductions or accounting for income Tax purposes except in the Ordinary Course or as may be required by Law;
(xii) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS;
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(xiii) (A) grant to any executive officer or director an increase in compensation in any form; (B) grant any general salary increase to employees; (C) take any action with respect to the grant or increase of any severance, termination, change of control, “golden parachute”, retention or similar pay or benefits, which for greater certainty includes any commitment of any kind with respect to retention bonuses or any other payments not contemplated in existing agreements with any employee, officer or director; (D) enter into any employment, deferred compensation or other similar agreement or arrangement or amend or terminate (except for cause) any such existing agreement, with any employee, officer or director; or (E) enter into any collective bargaining, union or similar agreement with any employees;
(xiv) (A) adopt any new Employee Plan, (B) amend or modify an existing Employee Plan, or (C) take any action to accelerate the rights or benefits of a person under any Employee Plan or the funding or securing obligations of the Company thereunder;
(xv) terminate (except for cause) or in any manner alter the employment arrangements of any Company Employees;
(xvi) make any bonus or profit sharing distribution or similar payment of any kind unless required by Contract or applicable Laws and/or which has been disclosed in the Company Disclosure Letter;
(xvii) subject to Section 4.1(d), make or commit to make any expenditures other than in the Ordinary Course, other than the fees, costs and expenses of any outside legal counsel, investment bankers, accountants or other advisors (including any amounts payable to the brokers) payable in connection with the transactions contemplated by this Agreement;
(xviii) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations, except as disclosed in the Company Disclosure Letter;
(xix) take, or fail to take, any action that is intended to, or would reasonably be expected to, individually or in the aggregate. prevent, delay or impede the consummation of the transactions contemplated by this Agreement;
(xx) except in the Ordinary Course, amend or modify in any material respect or terminate or waive (with the exception of terminating contracts for nonperformance or cost-reduction purposes) any material right under any Company Material Contract or enter into any contract or agreement that would be a Company Material Contract if in effect on the date hereof that would adversely impact the Company;
(xxi) except as contemplated in Section 4.9, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
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(xxii) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations; or

(xxiii) authorize, agree or resolve to do any of the foregoing.

(c) Nothing contained in this Agreement will give the Purchaser, directly or indirectly, the right to direct or control the Company’s business and operations prior to the Effective Date. Prior to the Effective Date, the Company will exercise, consistent with the terms of this Agreement, complete control and supervision over its business and operations to the extent permitted by Law. Nothing in this Agreement, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.
(d) Subject to Section 4.1(c), the Company covenants and agrees that, during the period from the date of this Agreement until January 15, 2022, the Company shall, and shall cause each of its Subsidiaries, to not make or commit to make any expenditures (including operating expenses, cost of sales and capital expenditures, but excluding fees, costs and expenses payable in connection with the transactions contemplated by this Agreement) that total more than $8,000,000 in the aggregate. In the event the Effective Date does not occur on or before January 14, 2022, the Company shall then be permitted to conduct its business in the Ordinary Course and in accordance with the other covenants herein.

4.2 Conduct of Business of the Purchaser

(a) The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or any Contract; or (iv) to comply with any COVID-19 Measures; the Purchaser shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Law, and the Purchaser shall use commercially reasonable efforts to maintain and preserve the business organization, assets, properties, employees, goodwill and business relationships of the Purchaser and the Subsidiaries that they each currently maintain with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has business relations.
(b) Without limiting the generality of Section 4.2(a), the Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or any Contract; or (iv) as required to comply with any COVID-19 Measures, the Purchaser shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine, or reclassify the Purchaser Shares;
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(iii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;
(iv) materially change the nature of its business or operations; or
(v) authorize, agree or resolve to do any of the foregoing.

4.3 Covenants of the Company Relating to the Arrangement

(a) The Company shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, co-operate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:
(i) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(ii) use all commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Company Material Contracts in connection with the Arrangement or (ii) required in order to maintain the Company Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser;
(iii) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;
(iv) use all commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(v) use its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and
(vi) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected
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to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

(b) The Company shall promptly notify the Purchaser in writing of:
(i) any Company Material Adverse Effect or any change, event, development, occurrence, effect, circumstance, or state of facts which would reasonably be expected to have a Company Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement;
(iii) any notice from a Governmental Entity in connection with this Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Purchaser);
(iv) any shareholder litigation against the Company or, to the knowledge of the Company, any of its directors or officers relating to this Agreement or the Arrangement, and in any event within forty-eight (48) hours of when the Company receives notice of the commencement of any such litigation, and thereafter keep the Purchaser reasonably informed of the status of such shareholder litigation; or
(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries or that relate to this Agreement or the Arrangement.

4.4 Covenants of the Purchaser Relating to the Arrangement

(a) The Purchaser shall perform all obligations required to be performed by the Purchaser under this Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall, and, where appropriate, shall cause each of its Subsidiaries to:
(i) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(ii) co-operate with the Company in connection with, and use its commercially reasonable efforts to assist the Company in providing, obtaining and maintaining all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations required under Section 4.3(a)(ii), in each case, without committing itself to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement;
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(iii) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Purchaser and its Subsidiaries relating to the Arrangement;
(iv) use all commercially reasonable efforts to, upon reasonable consultation with the Company, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(v) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement;
(vi) apply for and use commercially reasonable efforts to obtain and maintain in force the applicable Stock Exchange Approval; and
(vii) make joint elections with Eligible Holders in respect of the disposition of their Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Holder in such holder’s sole discretion within the limits set out in the Tax Act. To make an election, the Eligible Holders must provide the required election form containing all necessary information on or before ninety (90) calendar days after the Effective Date. The information will include the number of Common Shares transferred, the Consideration received and the applicable elected amount for purposes of such election.
(b) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect; or any change, event, occurrence, development, occurrence, effect, circumstance or state of facts which would reasonably be expected to have a Purchaser Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement;
(iii) any notice from a Governmental Entity in connection with this Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Company);
(iv) any shareholder litigation against the Purchaser or, to the knowledge of the Purchaser, any of its directors or officers relating to this Agreement or the Arrangement, and in any event within forty-eight (48) hours of when the Purchaser receives notice of the commencement of any such litigation and thereafter keep the Company reasonably informed of the status of such shareholder litigation; or
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(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any of its Subsidiaries or that relate to this Agreement or the Arrangement.

4.5 Access to Information; Confidentiality

(a) From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, subject to compliance with applicable Laws and the terms of any existing Contracts:
(i) the Company shall: (A) give the Purchaser and its representatives reasonable access to the offices, properties, books and records of the Company and the Subsidiaries during normal business hours, as well as to its management personnel, subject however to such access not interfering with the Ordinary Course of business of the Company or any of its Subsidiaries; and (B) furnish to the Purchaser and its representatives such financial and operating data and other information as such Persons may reasonably request, including continuing access to the Data Room, and subject to compliance with applicable Laws and such requests not materially interfering with the Ordinary Course of business of the Company, the Company and its Subsidiaries will also make available to the Purchaser and its representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Arrangement. Neither the Purchaser nor any of its representatives will contact directors, officers or employees who are not management personnel, customers, suppliers or other business partners of the Company or any of its Subsidiaries except after receiving the prior written consent of the Company; and
(ii) the Purchaser shall furnish to the Company and its representatives such financial and operating data and other information as such Persons may reasonably request, including continuing access to the virtual data room maintained by the Purchaser in connection with the Arrangement, as of the date hereof. Neither the Company nor any of its representatives will contact directors, officers, employees, customers, suppliers or other business partners of the Purchaser or of any of its Subsidiaries except after receiving the prior written consent of the Purchaser.
(b) For greater certainty, the Company, the Purchaser and their respective affiliates shall treat, and shall cause their respective representatives to treat, all information furnished to such Party or any of their respective affiliates or representatives in connection with the transactions contemplated by this Agreement or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, each of the Company and the Purchaser acknowledges and agrees that the Company Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.
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4.6 Disclosure of Personal Information

The Parties confirm that disclosure of the Disclosed Personal Information is necessary for the purposes of determining whether to proceed with the transactions contemplated by this Agreement and, if the determination is made to proceed with such transactions, to complete them. At all times, the Purchaser shall protect all Disclosed Personal Information using security safeguards appropriate to the sensitivity of the information. Prior to Closing, the Purchaser shall not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement, the performance of its obligations under this Agreement, or the consummation of the transactions contemplated by this Agreement. Following the consummation of the transactions contemplated by this Agreement, the Purchaser shall: (i) not use or disclose the Disclosed Personal Information for any purposes other than those for which the information was initially collected, unless additional consent is obtained, or as otherwise permitted or required by applicable Laws; (ii) protect the confidentiality of all Disclosed Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information; (iii) give effect to any withdrawal of consent with respect to the Disclosed Personal Information as may be required by applicable Laws; and (iv) notify the affected individuals that the transactions have been completed and that their Personal Information has been disclosed to the Purchaser, and ensure that such notification is made. If the transactions contemplated by this Agreement do not proceed, the Purchaser shall return to the Company or, at the Company’s request, securely destroy the Disclosed Personal Information within a reasonable period of time.

4.7 Public Communications

The Parties shall co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement, disclosure or presentation with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed) and the Company must not make any filing with any Governmental Authority (subject in each case to the Company’s overriding obligations to make any disclosure or filing required by Laws) with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its external legal counsel, is required to make disclosure by Law shall use commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent either Party from making internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Parties. The Parties consent to this Agreement and a material change report being filed on SEDAR as soon as practicable after the public announcement of the transactions contemplated hereby.

4.8 Notice and Cure Provisions

(a) Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
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(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or
(ii) result in the failure to comply with any covenant or agreement to be complied with by such Party under this Agreement.
(b) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 4.8(a) shall not be considered in determining whether any condition in Section 6.2, Section 6.3(a)or Section 6.3(b) has been satisfied.
(c) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(A) [Breach of Company Reps and Warranties or Failure to Perform Covenants] and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A) [Breach of Purchaser Reps and Warranties or Failure to Perform Covenants] , unless the Party seeking to terminate this Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the applicable other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is ten (10) days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of (a) five (5) Business Days prior to the Outside Date, and (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party.

4.9 Insurance and Indemnification

(a) Prior to the Effective Date, the Company may purchase prepaid non-cancellable “tail” or “run off” policies of directors’ and officers’ liability insurance, at a cost not exceeding 300% of the Company’s current annual aggregate premium for directors’ and officers’ liability policies currently maintained by the Company and its Subsidiaries, providing coverage for a period of six (6) years from the Effective Date in respect of claims arising from facts or events which occurred on or prior to the Effective Date.
(b) The Purchaser shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and the Subsidiaries as provided by contracts or agreements to which the Company is a party and in effect as of the date hereof, which are listed in the Company Disclosure Letter and copies of which have been provided to the Purchaser, and acknowledges that such rights shall survive the completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.
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(c) If the Purchaser, the Company or the Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquiror of substantially all of the properties and assets of the Company or the Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

4.10 Resignations

The Company shall use commercially reasonable efforts to assist in effecting the resignations of each director and corporate officer of the Company from their positions as directors and/or corporate officers of the Company and each of its Subsidiaries to the extent requested by the Purchaser and as at the Effective Time and causing any such persons to be replaced by persons identified by the Purchaser as of the Effective Time; provided, however, that any such resignation shall not adversely impact and rights or entitlements of such directors or officers.

4.11 Pre-Acquisition Reorganization

(a) Subject to Section 4.11(b), the Company agrees that, upon request of the Purchaser, the Company shall use commercially reasonable efforts to (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “ Pre-Acquisition Reorganization ”), and (ii) co-operate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
(b) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.11(a) unless such Pre-Acquisition Reorganization:
(i) is effected no earlier than one Business Day prior to the Effective Date, and if necessary to avoid any adverse consequence to the Company, can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any manner;
(ii) does not unreasonably interfere with ongoing operations of the Company;
(iii) is not, in the opinion of the Company and the Company’s counsel, acting reasonably, prejudicial to the Company or the Shareholders in any material respect;
(iv) does not reduce or change the Consideration;
(v) does not impair, prevent or delay the consummation of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by this Agreement;
(vi) does not result in any breach by the Company or the Subsidiaries of any Contract, Authorization, organizational documents or Law;
(vii) does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Company; and
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(viii) shall not become effective unless the Company and the Purchaser each has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement, other than conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party of such conditions, and shall have confirmed in writing that each of them is prepared, and able to promptly and without condition proceed to effect the Arrangement.
(c) The Company and the Purchaser hereby waive any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or the Subsidiaries pursuant to a request by the Purchaser in accordance with this Section 4.11.
(d) The Purchaser must provide written notice to the Company of any proposed PreAcquisition Reorganization at least fifteen (15) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use their best efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of Shareholders (other than as properly put forward and approved at the Company Meeting)) and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date.
(e) The Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Company, the Subsidiaries and their respective directors, officers, employees, agents, representatives and affiliates from and against any and all liabilities, losses, damages, claims, costs, expenses, Taxes, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of their co-operation or assistance with or participation in any such Pre-Acquisition Reorganization, or the reversing or unwinding of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. No director, officer, employee or agent of the Company shall be required, in connection with a PreAcquisition Reorganization, to take any action in any capacity other than as a director, officer, employee or agent of the Company, as the case may be .

4.12 Investor Rights Agreement

The Company shall take such actions as may be necessary to terminate the Investor Rights Agreement at or prior to the Effective Time, with no further obligations of the Company or its affiliates from and after the Effective Time.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not to, and none of their respective directors, officers, employees, or agents shall, and the
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Company shall instruct the investments bankers, attorneys, accountants and other advisors or representatives of the Company and its Subsidiaries (such directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, “ Representatives ”) not to, directly or indirectly:

(i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) communicate with any Person solely for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;
(iii) make a Change in Recommendation;
(iv) accept, approve, endorse, or enter into or publicly propose to accept, approve, endorse, or enter into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) any agreement in respect of an Acquisition Proposal; or
(v) authorize any of or commit to or agree to do any of the foregoing.
(b) The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to, immediately cease and terminate, any solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than with the Purchaser and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will:
(i) promptly discontinue access to and disclosure of all confidential information, including any data room and any access to the properties, facilities, books and records of the Company or of any of its Subsidiaries; and
(ii) within two (2) Business Days from the date of this Agreement, request and exercise all rights it has to require, (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person (other than the Purchaser) since December 23, 2020, in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or
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incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, using its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights or entitlements.

(c) The Company represents and warrants that neither the Company, its Subsidiaries nor any of its or their respective Representatives has waived any confidentiality, standstill or similar agreement or restriction in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a Party. Further, the Company covenants and agrees that it shall (i) use commercially reasonable efforts to enforce any confidentiality, standstill, non-disclosure, non-solicitation, or similar agreement, covenant or restriction to which the Company or any Subsidiary is a party, and (ii) not release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, or similar agreement, covenant or restriction to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Purchaser (which may be withhold or delayed in the Purchaser’s absolute and sole discretion) (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(c)).

5.2 Notification of Acquisition Proposals

If the Company or any of its Subsidiaries receives, or, any of their respective Representatives receives, or otherwise becomes aware, of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in relation to a possible Acquisition Proposal, the Company shall promptly notify the Purchaser, at first orally, and then as soon as practicable (and in any event within twenty-four (24) hours), in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and shall provide the Purchaser with copies of all written agreements, documents, correspondence or other materials received in respect of, from or on behalf of any such Persons and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may reasonably request. The Company shall keep the Purchaser fully informed on a current basis of the status of all developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

5.3 Responding to an Acquisition Proposal

Notwithstanding Section 5.1 or any other provision in this Agreement, if, at any time prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives a bona fide Acquisition Proposal, the Company and its Representatives may (i) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if, in the case of this clause (ii):

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(a) the Board first determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(b) the person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose or similar agreement, restriction or covenant with the Company or the Subsidiary (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.3(b);
(c) the Company has been, and continues to be, in compliance with its obligations under this Article 5;
(d) prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such Person, and any such copies, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the Purchaser;
(e) prior to providing any such copies, access or disclosure, the Company provides the Purchaser with a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(d); and
(f) any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

5.4 Right to Match

(a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders, the Board may, or may cause the Company to, subject to compliance with Section 8.2(c), enter into a definitive agreement with respect to such Superior Proposal, if and only if:
(i) the Company has been, and continues to be, in compliance with its obligations under this Article 5 and has complied with its obligations under the Confidentiality Agreement;
(ii) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “ Superior Proposal Notice ”);
(iii) the Company or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement for the Superior Proposal, together with all materials, including material related to any financing required for such proposal and any valuation of non-cash consideration;
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(iv) at least five (5) Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal, including the value that the Board in its consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under the Superior Proposal;
(v) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(vi) after the Matching Period, the Board has determined in good faith (i) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(b)) and (ii) after consultation with its outside legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties; and
(vii) prior to or concurrently with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(a)(iii)(B) and pays the Termination Fee pursuant to Section 8.2(c).
(b) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (i) the Board shall review any offer made by the Purchaser under Section 5.4(a)(v) to amend the terms of this Agreement and the Arrangement in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or amends or modifies other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new three (3) Business Day Matching Period from the date that is the later of the date on which the Purchaser receives the new Superior Proposal Notice and the date on which the Purchaser received a copy of the documentation referred to in Section 5.4(a)(iii) above with respect to such new Superior Proposal.
(d) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would
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result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

(e) If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than ten (10) Business Days before the Company Meeting, the Company shall either proceed with or shall postpone the Company Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Company Meeting but in any event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date.
(f) Nothing contained in this Agreement shall prevent the Board making disclosure required by Law or from complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and /or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or its or their respective Representatives is deemed to be a breach of this Article 5 by the Company.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

(a) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Shareholders at the Company Meeting in accordance with the Interim Order and applicable Laws.
(b) Interim Order and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
(c) Illegality. No Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise prohibits completion of the Arrangement.
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(d) Stock Exchange Approval. The Stock Exchange Approval shall have been obtained and is in force and has not been rescinded.
(e) U.S. Exemption. The Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption, provided, however, that the Company shall be not entitled to the benefit of the conditions in this Section 6.1(e) and shall be deemed to have waived such condition in the event that the Company fails to advise the Court prior to hearing in respect of the Interim Order that the Purchaser intends to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

(a) Representations and Warranties. The representations and warranties of the Company set forth in (i) Paragraph 6 of Schedule C are true and correct in all respects as of the date of this Agreement (except for de minimis inaccuracies); (ii) Paragraphs 2, 3 and the first sentence of Paragraph 1 of Schedule C are true and correct in all material respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) all other representations and warranties of the Company set forth in this Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(b) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(c) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.
(d) Dissent Rights . Shareholders will not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Shareholders representing not more than 5% of the Common Shares then outstanding).
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6.3 Additional Conditions Precedent to the Obligations of the Company

(a) Representations and Warranties. The representations and warranties of the Purchaser set forth in (i) Paragraph 6 of Schedule D are true and correct in all respects as of the date of this Agreement (except for de minimis inaccuracies); (ii) Paragraphs 2, 3 and the first sentence of Paragraph 1 of Schedule D are true and correct in all material respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) all other representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Purchaser Material Adverse Effect (and, for this purpose, any reference to “material”, “Purchaser Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.
(b) Performance of Covenants. The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by them on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date.
(c) Deposit of Consideration. The Purchaser shall have deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.8, the funds and Purchaser Shares required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement and the Depositary shall have confirmed in writing the receipt of such funds and Purchaser Shares.
(d) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Purchaser Material Adverse Effect.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding (i) the terms of any escrow agreement entered into between the Purchaser and the Depositary and (ii) the terms of any escrow agreement entered into between the Purchaser and the Company, all Consideration held in escrow by the Depositary and the Company pursuant to Section 2.8 shall be deemed to be released from escrow when the Certificate of Arrangement is issued by the Director.

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ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

7.2 Termination

(a) This Agreement may be terminated prior to the Effective Time by:
(i) the mutual written agreement of the Parties; or
(ii) either the Company or the Purchaser if:
- (A) the Arrangement Resolution is not approved by the Shareholders at the Company Meeting in accordance with the Interim Order provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(A) if the failure to obtain the approval of the Shareholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties under this Agreement or the failure of such Party to perform any of its covenants or agreements under this Agreement;
- (B) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 7.2(a)(ii)(B) has used its commercially reasonable best efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement; or
- (C) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or
(iii) the Company if:
- (A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(a) [Purchaser Reps and Warranties Condition] or Section 6.3(b) [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable of
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being cured or is not cured in accordance with the terms of Section 4.8(c); provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(a) [Company Reps and Warranties Condition] or Section 6.2(b) [Company Covenants Condition] not to be satisfied;

(B) prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4, provided the Company is then in compliance with Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(c); or
(C) there has occurred a Purchaser Material Adverse Effect which is incapable of being cured on or prior to the Outside Date; or
(iv) the Purchaser if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) [Company Reps and Warranties Condition] or Section 6.2(b) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(c); provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Purchaser is not in breach of this Agreement so as to cause any condition in Section 6.3(a) [Purchaser Representations and Warranties Condition] or Section 6.3(b) [Purchaser Covenants Condition] not to be satisfied;
(B) prior to the approval by the Shareholders of the Arrangement Resolution, (A) the Board or any committee of the Board fails to recommend or withdraws, amends, modifies or qualifies, or publicly proposed to withdraw, amend, modify or qualify in a manner adverse to the Purchaser, the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (or beyond the third (3[rd] ) Business Day prior to the date of the Company Meeting, if sooner) or fails to publicly reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing to do so by the Purchaser (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior to the Business Day prior to the date of the Company Meeting) (together with any of the matters set forth in (A) or (B), a “ Change in Recommendation ”), or (C) the Board or any committee of the Board accepts or enters into (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) any agreement, understanding or arrangement in respect of an Acquisition Proposal;
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(C) the Company breaches its covenants, agreements or obligations set forth in Article 5 in any material respect; or
(D) there has occurred a Company Material Adverse Effect which is incapable of being cured on or before the Outside Date.
(b) Subject to Section 4.8(c), if applicable, the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 2.11 and Section 4.9 shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, Section 4.5(b), Section 4.11, this Section 7.3 and Section 8.2 through to and including Section 8.17 and the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive, and provided further that, subject to Section 8.2(d), no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

(a) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:
(i) change the time for performance of any of the obligations or acts of the Parties;
(ii) waive any inaccuracies or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(iii) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(iv) modify any mutual conditions contained in this Agreement.
(b) Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions of this Agreement and the Plan of Arrangement.
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8.2 Termination Fees

(a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay the Purchaser the Termination Fee in accordance with Section 8.2(c) in consideration for the disposition by the Purchaser of its rights under this Agreement.
(b) For the purposes of this Agreement, “ Termination Fee ” means $4,100,000 and “ Termination Fee Event ” means the termination of this Agreement:
(i) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation] or Section 7.2(a)(iv)(C) [Breach of Non-Solicit] ;
(ii) by the Company, pursuant to Section 7.2(a)(iii)(B) [To enter into a Superior Proposal] ; or
(iii) pursuant to any section of Section 7.2(a) (other than 7.2(a)(i)) if at such time the Purchaser was entitled to terminate the Agreement pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation] or Section 7.2(a)(iv)(C) [Breach of Non-Solicit] ;
(iv) by the Company or the Purchaser pursuant to 7.2(a)(ii)(A) [Failure of Shareholders to Approve], Section 7.2(a)(ii)(C) [Outside Date] , or by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Company Breach] , if:
- (A) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser) or any Person (other than the Purchaser) shall have publicly announced an intention to make an Acquisition Proposal; and
- (B) within twelve (12) months following the date of such termination (x) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated, or (y) the Company directly or indirectly, in one or more transactions, enters into a contract, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within twelve (12) months after such termination).

For purposes of the foregoing, the term “ Acquisition Proposal ” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

(c) If a Termination Fee Event occurs due to a termination of this Agreement by the Company pursuant to Section 7.2(a)(iii)(B) [To enter into a Superior Proposal] , the Termination Fee shall be paid prior to or concurrently with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of this Agreement by the Purchaser pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation] or 7.2(a)(iv)(C) [Breach
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of Non-Solicit], or pursuant to any section of Section 7.2(a) (other than 7.2(a)(i)) if at such time the Purchaser was entitled to terminate the Agreement pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation] or Section 7.2(a)(iv)(C) [Breach of Non-Solicit] ; the Termination Fee shall be paid within two (2) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 8.2(b)(iv) [Acquisition Proposal Tail] , the Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid (less any applicable withholding Tax) by the Company to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser. For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.

(d) The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser would not enter into this Agreement, and that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and expenses, which the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Purchaser’s rights set forth in Section 8.7, in the event of the termination of this Agreement by the Purchaser or the Company in circumstances that constitute a Termination Fee Event, the receipt of the Termination Fee by the Purchaser shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the Purchaser and its respective affiliates against the Company, its affiliates and any of their respective former, current or future directors, officers, employees, affiliates, shareholders, managers, members or agents for all breaches of any representation, warranty, covenant or agreement contained in this Agreement by the Company and the failure of the transactions contemplated herein to be consummated (including with respect to any loss suffered as a result of the failure of the Arrangement to be consummated or for a breach or failure to perform hereunder, in any case whether willfully, intentionally, unintentionally or otherwise). For the avoidance of doubt, it is agreed that the Company and the Purchaser shall be entitled to pursue an injunction, or other form of specific performance or equitable relief, solely as provided in Section 8.7.
(e) The Parties acknowledge that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement; accordingly, if a lawsuit if commenced regarding the payment or non-payment of the Termination Fee that results in a nonappealable final judgment, the prevailing party shall recover from the non-prevailing party, its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the amount of such or portion thereof at the prime rate of the Royal Bank of Canada in effect on such date such payment was required to be made through the date of payment.

8.3 Expenses and Expense Reimbursement

(a) Except as expressly otherwise provided in this Agreement including Section 8.3(b) all outof-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder,
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including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

(b) In addition to the rights of the Purchaser under Section 8.2, if this Agreement is terminated by the Purchaser pursuant to Section 7.2(a)(ii)(A), then the Company shall within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser, an expense reimbursement fee equal to half of all documented expenses, including, but not limited to, expenses of legal, accounting, financial and other advisor fees, to a maximum of $750,000.
(c) The Company confirms that other than the fees disclosed in the Company Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

8.4 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by email and addressed:

(a) to the Company at:

MindBeacon Holdings Inc. 175 Bloor Street East North Tower Suite 801 Toronto, ON M4W 3R8

Attention: Dan Clark, Chief Executive Officer and John Plunkett, Chief Financial Officer Email:

with a copy to:

Osler, Hoskin & Harcourt LLP 100 King Street West Suite 6200, P.O. Box 50 Toronto, ON M5X 1B8 Attention: Shahir Guindi and Alex Gorka Email: [email protected] / [email protected]

(b) to the Purchaser at:

CloudMD Software & Services Inc. 810 - 789 West Pender Street Vancouver, BC V6C 1H2 Attention: Dr. Essam Hamza, Chief Executive Officer Email:

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with a copy to:

Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Attention: Frank Arnone and Lindsay Clements Email: [email protected] / [email protected]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by email, on the day of sending if it is a Business Day if sent prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.5 Time of the Essence

Time is of the essence in this Agreement.

8.6 Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

8.7 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity. If, prior to the Outside Date, any Party brings any action in accordance with this Section 8.7 to enforce specifically the performance of the terms and provisions hereby by any other Party, the Outside Date shall automatically be extended (x) for the period during which such action is pending, plus twenty (20) Business Days or (y) by such other time period established by the court presiding over such action, as the case may be. Nothing set forth in this Section 8.7 shall restrict or limit any Party’s right to pursue any other remedies under this Agreement that may be available then or thereafter.

8.8 Third Party Beneficiaries

(a) Except as provided in Section 2.11 and Section 4.9 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions
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(such third Persons referred to in this Section 8.8 as the “ Third Party Beneficiaries ”) and except for the rights of the Securityholders to receive the applicable consideration following the Effective Time pursuant to the Arrangement (for which purpose the Company hereby confirms that it is acting as agent on behalf of the Securityholders), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(b) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Section 2.11 and Section 4.9, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, their heirs and legal representatives, and for such purpose, the Company confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf.

8.9 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.10 Entire Agreement

This Agreement, together with the Company Disclosure Letter and the Confidentiality Agreement constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.11 Successors and Assigns

(a) This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and its respective successors and permitted assigns.
(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

8.12 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as

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closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.13 Governing Law

(a) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.14 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

8.15 No Liability

No director or officer of the Purchaser or any of its Subsidiaries shall have any personal liability whatsoever to the Company or any third party beneficiary under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or any of its Subsidiaries. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

8.16 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only . Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

8.17 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by electronic copies) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement as of the date first written above.

MINDBEACON HOLDINGS INC.

By: (s) Dan Clark Authorized Signing Officer

CLOUDMD SOFTWARE & SERVICES INC.

By: (s) Essam Hamza Authorized Signing Officer

SCHEDULE A PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

See "Appendix "D" to this Circular.

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SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) of MindBeacon Holdings Inc. (the “ Company ”), pursuant to the arrangement agreement as it may be modified, supplemented or amended from time to time in accordance with its terms (the “ Arrangement Agreement ”) among the Company and the Purchaser and dated November 14, 2021, all as more particularly described and set forth in the information circular of the Company dated  (the “ Circular ”), accompany the notice of this meeting and all transactions contemplated thereby are hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix  to the Circular, is hereby authorized, approved and adopted.
The: (i) Arrangement Agreement and related transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without further notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Organization and Qualification. The Company and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power and capacity to own and lease its assets and properties and conduct its business as now conducted. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the Company and its Subsidiaries is duly registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary. Neither the Company nor, to the knowledge of the Company, any other Person has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Company or its Subsidiaries.
Corporate Authorization. The Company has the requisite corporate power and authority to enter into this Agreement and (subject to obtaining approval of the Shareholders of the Arrangement Resolution in the manner required by the Interim Order and Law and approval of the Court) to perform its obligations under this Agreement and to complete the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation by the Company of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval by the Board of the Company Circular, approval by the Shareholders of the Arrangement Resolution in the manner required by the Interim Order and Law and approval of the Arrangement by the Court and filing of the Articles of Arrangement with the Director.
Execution and Binding Obligation. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. Except as set out in Section 4 of the Disclosure Letter, the execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by the Subsidiaries other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Director under the CBCA; (iv) filings with the Securities Authorities and the TSX; (v) the Regulatory Approvals and (vi) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not be reasonably expected to, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impede the ability of the Company to consummate the Arrangement and the transactions contemplated hereby.

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Non-Contravention. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice or the lapse of time):
(a) contravene, conflict with, or result in any violation or breach of the Company’s Constating Documents or the Constating Documents of any of its Subsidiaries;
(b) assuming compliance with the matters referred to in Paragraph 4 above, contravene, conflict with or result in a violation or breach of any Law;
(c) except as set out in Section 5(c) of the Disclosure Letter, require any consent or approval by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled (including by triggering any rights or first refusal or first offer, change in control provision or other restrictions or limitations) under, any Company Material Contract or any Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; or
(d) result in the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries;

except, in the case of each of clauses (b) through (d), as would not, individually or in the aggregate, have a Company Material Adverse Effect.

Capitalization.
(a) The authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares issuable in series. As of the close of business on the Business Day prior to the date of this Agreement, there were 23,492,739 Common Shares issued and outstanding and no Preferred Shares issued and outstanding. All outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable. No Common Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them.
(b) As of the close of business on the Business Day prior to the date of this Agreement there were 2,133,229 Common Shares issuable upon the exercise of outstanding Company Options. Section 6(b) of the Company Disclosure Letter contains a list of the Company Options, with details regarding the exercise price, expiration dates, whether such Company Options are vested or unvested and the name and number of participants to whom such Company Options have been granted. The Stock Option Plans and the issuance of securities under such Stock Option Plans (including all outstanding Company Options) have been duly authorized by the Board in compliance with Law and the terms of the Stock Option Plans and, upon issuance, shall be validly issued as fully paid and non-assessable. As of the close of business on the Business Day prior to the date of this Agreement, there were 340,294 Common Shares issuable assuming full vesting of outstanding RSUs, DSUs or PSUs. Section 6(b) of the Company Disclosure Letter contains a list of the RSUs, DSUs and PSUs, with details regarding whether such securities are vested or unvested and the name and number of participants to whom such securities have been granted. The Stock Option Plans and the issuance of securities under such Stock Option Plans (including all

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outstanding RSUs, DSUs and PSUs, as applicable) have been duly authorized by the Board in compliance with Law and the terms of the Stock Option Plans, as applicable, and, upon issuance, shall be validly issued as fully paid and non-assessable. As of the close of business on the Business Day prior to the date of this Agreement, there were 40,294 DSUs outstanding, 300,000 PSUs outstanding and nil RSUs outstanding.

(c) Except for the rights under the Stock Option Plans, including outstanding Company Options, the rights under the Stock Option Plans, including outstanding RSUs, DSUs and PSUs and including outstanding DSUs, there are no:
- (i) options, equity-based awards, warrants, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which the Company or any of its Subsidiaries are a party that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Company or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries;
- (ii) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Company or any of its Subsidiaries, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of the Company or any of its Subsidiaries; or
- (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Common Shares on any matter except as required by Law.
Shareholders’ and Similar Agreements. Other than the Investor Rights Agreement, neither the Company nor any of its Subsidiaries are subject to, or affected by, any shareholders agreement involving a Person other than the Company or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of the Subsidiaries other than as between the Company and any of its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries and neither the Company nor any of its Subsidiaries has adopted a shareholder rights plan or any other similar plan or agreement.

8. Subsidiaries.

(a) The following information with respect to the Subsidiaries is accurately set out in Section 8(a) of the Company Disclosure Letter: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the registered holder(s) of the equity securities; and (iii) its jurisdiction of incorporation, organization or formation.
(b) The Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests reflected as being owned by the Company, directly or indirectly, of the Subsidiaries, free and clear of any Liens, other than Permitted Liens and all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no

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such shares or other equity interests have been issued in violation of any Laws or any preemptive or similar rights. Except for the shares or other equity interests owned by the Company in the Subsidiaries, neither the Company nor any of its Subsidiaries is the registered or beneficial owner of any equity interests of any kind in any other Person.

Securities Law Matters. The Company is a “reporting issuer” in each of the provinces of Canada and not on the list of reporting issuers in default under applicable Securities Laws. The Common Shares are listed and posted for trading on the TSX. The Subsidiaries are not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. The Company is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending, in effect or, to the knowledge of the Company, has been threatened, and the Company is not currently subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has timely filed all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws with the appropriate Governmental Entity since December 7, 2020. The documents comprising the Company Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Company has not filed any confidential material change report with the Securities Authorities which at the date of this Agreement remains confidential.
(a) The Company is a “reporting issuer” or equivalent thereof and not on the list of reporting issuers in default under applicable Securities Laws in each of the provinces of Canada in which such concept exists and is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. No delisting, suspension of trading in or cease trading order with respect to any of its securities and, to the knowledge of the Company, no inquiry or investigation of any Securities Authority, is pending, in effect or ongoing or threatened. The Common Shares are listed only on the TSX and trading of the Common Shares is not currently halted or suspended. No other securities of the Company or any of its Subsidiaries are listed on any stock exchange. None of the Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction.
(b) The Company has not taken any action to cease to be a reporting issuer in any province of Canada, nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company or any of its Subsidiaries is pending, in effect or, to the knowledge of the Company, has been threatened, or is expected to be implemented or undertaken (other than in connection with the transactions contemplated by this Agreement), and the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.
(c) The documents comprising the Company Filings comply as filed or furnished in all material respects with the requirements of applicable Securities Laws and where applicable, the rules and policies of the TSX. The Company has, since December 7, 2020, complied and is in compliance with applicable Securities Laws and the rules, policies and

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requirements of the TSX in all material respects. The Company has timely filed with the Securities Authorities all material forms, reports, schedules, certifications, statements and other documents required to be filed by it under applicable Securities Laws and where applicable, the rules and policies of the TSX since December 7, 2020. The documents comprising the Company Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential. There are no outstanding or unresolved comments in comments letters from any Securities Authority with respect to any of the Company Filings and, to the Company’s knowledge, none of the Company or any of the Company Filings is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

10. United States Securities Law Matters.

(a) The Company does not have, nor is it required to have, any class of securities registered pursuant to Section 12(b) or 12(g) of the U.S. Exchange Act, nor is the Company subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the U.S. Exchange Act;
(b) The Company is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended; and
(c) The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the U.S. Exchange Act).

11. Financial Statements.

(a) The Company’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2020, and 2019 (including the notes thereto and related management’s discussion and analysis) and the unaudited consolidated interim financial statements as at and for the three and nine months ended September 30, 2021, and 2020 (including any of the notes thereto and related management’s discussion and analysis): (i) were prepared in all material respects in accordance with IFRS consistently applied throughout the periods referred to therein; (ii) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries on a consolidated basis as at such dates and its financial performance and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments); and (iii) and (iii) reflect appropriate and adequate reserves in respect of contingent liabilities, if any. The Company does not intend to correct or restate, nor, to the knowledge of the Company, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in this Paragraph 11. There are no, nor are there any commitments to become a party to, any off-balance sheet transactions of the Company or of any of its Subsidiaries with unconsolidated entities or other Persons. There have been no changes in accounting policies or practices of the Company since September 30, 2021.
(b) The financial books, records and accounts of the Company and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the transactions, acquisitions and

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dispositions of the Company and its Subsidiaries; and (iv) accurately and fairly reflect the basis of the Company’s financial statements.

12. Disclosure Controls and Internal Control over Financial Reporting.

(a) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings or interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
(c) Neither the Company, nor to the knowledge of the Company, the Company’s auditors, has identified or been made aware of any material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) relating to the design, implementation or maintenance of the Company’s internal control over financial reporting. To the knowledge of the Company, none of the Company, any of its Subsidiaries, or any of their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.
Auditors. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) with the present or any former auditors of the Company.
No Material Undisclosed Liabilities. There are no material liabilities or obligations of the Company or any of its Subsidiaries of any nature, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the Company Filings; (ii) not required to be set forth in the Company Filings under IFRS; (iii) incurred in the Ordinary Course since December 7, 2020; or (iv) incurred in connection with this Agreement (including any transaction expenses).
Absence of Certain Changes or Events. Since December 7, 2020, until the date of this Agreement, other than the transactions contemplated by this Agreement and as disclosed in the Company

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Filings, the business of the Company and its Subsidiaries has been conducted in the Ordinary Course and no change, event, occurrence, effect, state of facts or circumstances has occurred that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Related Party Transactions. Neither the Company nor any of its Subsidiaries are indebted to any director, officer, employee or agent of, or independent contractor to, the Company or any of its Subsidiaries or any of their respective affiliates or associates (except for amounts due in the Ordinary Course as salaries, bonuses, directors’ fees or the reimbursement of Ordinary Course expenses). There are no Contracts (other than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Company or the Subsidiaries, or any of their respective affiliates or associates.
Competition Act. The Company and its Subsidiaries aggregate value of assets in Canada and gross revenues from sales in or from Canada generated from the Company and its Subsidiaries’ assets in Canada are both less than $93 million as determined as of the time and in the manner prescribed by the Competition Act, R.S.C., 1985, c. C-34, as amended.
Collateral Benefits. To the knowledge of the Company, no related party of the Company (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Common Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.
Compliance with Laws. The Company and each of its Subsidiaries is, and since December 7, 2020, has been, conducting its business in accordance with applicable Law in each jurisdiction in which it carries on business in all material respects, and none of the Company, any of its Subsidiaries, any of the directors or officers of the Company or of its Subsidiaries has received a notice of material non-compliance with, or of an action, investigation or proceeding for alleged material non-compliance with, applicable Law, and, to the knowledge of the Company, there are no facts that would reasonably be expected to give rise to a notice of such material non-compliance with any such Law.
Restrictions on Conduct of Business. Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition agreement, any non-solicitation agreement, or any other agreement, obligation, judgment, injunction, order or decree which purports to: (a) limit in any material respect the manner or the localities in which all or any portion of the business of the Company or any of its affiliates are conducted; (b) limit any business practice of the Company or any of its affiliates in any material respect; or (c) impose any “most favoured nations” or similar obligation to offer terms included in or based on another contract. Neither the Company nor any of its affiliates is subject to any rule or pending legislative or regulatory initiative under which the Company or any of its affiliates is or would be restricted from selling, licensing or otherwise distributing any of its technology or products or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of any market.

21. Authorizations and Licenses.

(a) The Company and each of its Subsidiaries own, possess or have obtained all Authorizations that are required by Law in connection with the operation of the business of the Company

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and each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of the Company Assets, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(b) The Company or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Authorization is valid and in full force and effect and is renewable by its terms or in the Ordinary Course. To the knowledge of the Company, there are no facts, events or circumstances that may reasonably be expected to result in a failure to obtain or failure to be in compliance with all Authorizations as are necessary to conduct the business of the Company or the Subsidiaries. To the knowledge of the Company, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, any Authorization, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) To the knowledge of the Company, no action, investigation or proceeding is pending in respect of or regarding any such Authorization and none of the Company or any of its Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such Authorization.
(d) Neither the Company nor any of its Subsidiaries has given an undertaking or written assurance (whether legally binding or not) to, or entered into a compliance agreement with, any Governmental Entity (including any competition, money services business or antimoney laundering authority) under any anti-trust, foreign investment, money services business, anti-money laundering or similar legislation in any jurisdiction which remains current at the date of this Agreement.
Material Contracts.
(a) Section 22 of the Company Disclosure Letter sets out a complete and accurate list of all Company Material Contracts as of the date of this Agreement.
(b) True and complete copies of the Company Material Contracts have been disclosed in the Data Room and no such Contract has been rescinded, terminated or materially modified; provided that, where a Company Material Contract includes competitively or commercially sensitive information, the Company may disclose in the Data Room a redacted version of the Company Material Contract that removes the competitively or commercially sensitive information and also provide a complete, non-redacted version of the Company Material Contract to the Purchaser’s external legal counsel on an external legal counsel only basis.
(c) Each Company Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company or the Subsidiaries, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity). Neither the Company nor the Subsidiaries is in breach or default under any Company Material Contract, except for such breaches or defaults as would not, individually or in the aggregate, have a Company Material Adverse Effect.
(d) The Company and each of its Subsidiaries has performed in all material respects all respective obligations required to be performed by them to date under the Company

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Material Contracts and neither the Company nor any of its Subsidiaries is in material breach or default under any Company Material Contract, nor does the Company have knowledge of any event, circumstance or condition that, with the passage of time or the giving of notice or both, would result in such a breach or default or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled.

(e) None of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Company, does there exist any event, circumstance or condition that, with the passage of time or the giving of notice or both, would result in such a material breach or default under any such Company Material Contract by any other party to a Company Material Contract.
(f) Except as disclosed in Section 22(f) of the Company Disclosure Letter, none of the Company or any of its Subsidiaries has received any notice (whether written or oral) that any party to a Company Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Company or any of its Subsidiaries and, to the knowledge of the Company, no such action has been threatened.
Personal Property. The Company or the Subsidiaries have good title to all material personal property of any kind or nature which the Company or the Subsidiaries purports to own, free and clear of all Liens (other than Permitted Liens). The Company and the Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by and material to the Company or the Subsidiaries as used, possessed and controlled by the Company or the Subsidiaries, as applicable.

24. Real Property.

(a) The Company and its Subsidiaries do not own and have never owned any real property.
(b) With respect to the real property leased or subleased by the Company or the Subsidiaries (collectively, the “ Leases ”): (i) each such Lease constitutes a legal, valid and binding obligation of the Company or the Subsidiaries, as the case may be, enforceable against the Company or the Subsidiaries, as the case may be, in accordance with its terms and is in full force and effect; (ii) neither the Company nor the Subsidiaries, as the case may be, is in material breach of or default under any such Lease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a material breach of or default under any such Lease; and (iii) to the knowledge of the Company, no counterparty to any such Lease is in material default thereunder.

25. Intellectual Property.

(a) Section 25(a) of the Company Disclosure Letter sets forth a complete, current and accurate list of: (i) all registered Owned Intellectual Property; (ii) all material unregistered Owned Intellectual Property (but only as that term is defined in subsection (iii) of the definition of Intellectual Property); (iii) all material unregistered Owned Intellectual Property (but only as that term is defined in subsection (vi) of the definition of Intellectual Property); (iv) all material Company Software. For each of the foregoing, the listing shall include each of the following as applicable, broken down by jurisdiction (t) the application or serial number; (u) the filing date of any such application; (v) the registration number; (w) the registration

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or issuance date of such registration; (x) an indication of whether the right is solely owned by, jointly owned by, the Company; (y) the status of each application or registration (including when the application or registration is scheduled to lapse, cancel or expire, and the date when the next renewal is due); and (z) a brief summary of any proceedings or actions before any court, tribunal (including the Canadian Intellectual Property Office or the United States Patent and Trademark Office or equivalent authority anywhere in the world) related thereto. In addition to the foregoing, with respect to each item listed in accordance with the first sentence of this Paragraph 25(a) which is a domain name, website name or world wide address or social media account, the listings shall include the Governmental Entity or other authorized registrar, and the name and contact information for each administrative contact and technical contact.

(b) Section 25(b) of the Company Disclosure Letter identifies (i) all material Licensed Intellectual Property (A) used or held for use in the operation of the business of the Company or any of its Subsidiaries; (B) used in the design, development, use, maintenance or support of, or incorporated in or distributed or licensed with, any of the Company’s or any of its Subsidiaries’ products or services or Company Software; or (C) used to deliver, host, or otherwise provide services with respect to or in connection with any of the Company’s or any of its Subsidiaries’ products or services or Company Software; and (ii) for each such item identified in accordance with (i)A, (i)(B) or (i)(C) above, the Contract (in each case except for a license for commercially available, off-the shelf Software that is subject to a standard form license agreement that has not been negotiated, provided that the annual license fee or replacement value therefore, in the aggregate, is less than $25,000 dollars) is disclosed in Section 22 of the Company Disclosure Letter relating to the use of such item by the Company or any of its Subsidiaries.
(c) The Company and its Subsidiaries have sufficient rights to use or otherwise exploit the Company Intellectual Property necessary to carry on the business now operated by them. The Company Intellectual Property constitutes all of the material Intellectual Property necessary for, or used in connection with, the operation of the business of the Company and its Subsidiaries as presently conducted, and there is no other Intellectual Property that is material or necessary to the operation of the business of the Company or any of its Subsidiaries as presently conducted.
(d) The Company owns all right, title and interest in and to all the Owned Intellectual Property, free and clear of any Liens other than Permitted Liens. Neither the Company nor its Subsidiaries have received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Company Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect to any Owned Intellectual Property, and the Company is aware of no claim or reasonable basis for any claim that any person other than the Company or its Subsidiaries has any claim of legal or beneficial ownership or other claim or interest in any Owned Intellectual Property.
(e) All applications for registration of any Owned Intellectual Property are in good standing, are recorded in the name of the Company or its Subsidiaries, as applicable, and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, the Company confirms that all right, title and interest in and to the invention(s) disclosed in such application have been assigned in writing (without any express right to revoke such assignment) to the Company or its Subsidiaries. Other than as would not have a Material Adverse Effect, the Company has prosecuted, and is

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prosecuting, such applications diligently. To the knowledge of the Company, there has been no public disclosure, sale or offer for sale of any Owned Intellectual Property anywhere in the world that may prevent the valid issue of all available intellectual property rights in such Owned Intellectual Property. To the knowledge of the Company, all material prior art or other information has been disclosed to the appropriate offices as required according to the local Laws in the jurisdictions where the applications are pending.

(f) All registrations for Owned Intellectual Property are in good standing and are recorded in the name of the Company or its Subsidiaries, as applicable, in the appropriate offices to preserve the rights thereto. Other than as would not have a Company Material Adverse Effect, all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements and are currently in effect and in compliance with all applicable legal requirements. No registration for any Owned Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment cancellation, expungement or lapse would not have a Company Material Adverse Effect.
(g) Except as would not reasonably be expected to have a Company Material Adverse Effect, the conduct of the business of the Company and its Subsidiaries as currently being conducted and proposed to be conducted and the sale and use of their products and services, does not infringe, violate, misappropriate or otherwise conflict with any Intellectual Property right of any person.
(h) Neither the Company nor its Subsidiaries is a party to any action or proceeding and, to the knowledge of the Company, no action or proceeding has been threatened that alleges that any current or proposed conduct of its business has or will infringe, violate or misappropriate or otherwise conflict with any Intellectual Property right of any person.
(i) To the knowledge of the Company, no person has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any rights of the Company or its Subsidiaries in or to any Owned Intellectual Property.
(j) The Company or its Subsidiaries have entered into valid and enforceable written agreements pursuant to which the Company and its Subsidiaries have been granted all licenses and permissions to use, reproduce, sublicense, sell, modify, update, enhance or otherwise exploit all Licensed Intellectual Property to the extent required to operate all aspects of the business of the Company and its Subsidiaries currently conducted and such agreements are valid and subsisting in full force and effect, enforceable in accordance with terms thereof, and the Company and each of its Subsidiaries is not in default of any of the provisions of any such agreements, except where such default could not reasonably be expected to have a Company Material Adverse Effect, nor has any such default been alleged.
(k) The Company and each of its Subsidiaries takes and has taken commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential or proprietary information used or held for use in connection with the operation of the business of the Company and its Subsidiaries as currently conducted. The Company has obtained from all parties (including employees and current or former consultants, independent contractors and subcontractors) who have created any material portion of, or otherwise who are or were involved in the creation or development of any material portion of, any Owned Intellectual Property, or who are or were provided access

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to trade secrets or confidential or proprietary information of Company or its Subsidiaries valid and enforceable written agreements pursuant to which each such party assigned to the Company all rights in and to such Owned Intellectual Property and/or agreed to maintain the confidentiality of all such trade secrets and proprietary and confidential information. To the knowledge of Company, (i) there has been no misappropriation of any trade secrets contained in the Company Intellectual Property by any Person; (ii) there has been no unauthorized publication or disclosure to any Person outside of the Company and its Subsidiaries without obligation of confidentiality of any trade secrets by any Person; and (iii) no employee, independent contractor or agent of the Company is bound by or otherwise subject to any obligations to a third-party restricting such employee, independent contractor or agent from performing his or her duties for the Company concerning any Owned Intellectual Property or confidentiality or in breach of any contract with any former employer or other entity concerning any Owned Intellectual Property or confidentiality.

(l) Other than as set forth in Section 25(l) of the Company Disclosure Letter, (i) the Company does not use any material Publicly Available Software in the development of Company Software comprising any products or services of the Company, (ii) there is no material Publicly Available Software contained in, incorporated into, or bundled with any products or services of the Company, and (iii) the Company has not distributed any material Publicly Available Software, alone or as part of or incorporated with, any Software comprising any of the Company’s products or services.
(m) Neither the Company nor its Subsidiaries have used Publicly Available Software in any manner that would or could, with respect to any Company Software or Owned Intellectual Property, except respect to such Publicly Available Software itself: (i) require its disclosure or distribution in source code form; (ii) require the licensing thereof for the purpose of making derivative works; (iii) impose any restriction on the consideration to be charged for the distribution thereof; (iv) create, or purport to create, obligations for the Company or its Subsidiaries with respect to Company Software or Company Intellectual Property owned by the Company or its Subsidiaries or grant, or purport to grant, to any third party, any rights or immunities under Company Software or Company Intellectual Property; or (v) impose any other material limitation, restriction, or condition on the right of the Company or its Subsidiaries with respect to its use or distribution.
Litigation. Except as set forth in Section 26 of the Disclosure Letter, there are no material claims, actions, suits, arbitrations or proceedings, or to the knowledge of the Company, any inquiries or investigations pending, or, to the knowledge of the Company, are there any material claims, actions, suits, arbitrations, proceedings, inquiries or investigations threatened, against the Company or any of its Subsidiaries, by or before any Governmental Entity that, if determined adverse to the interests of the Company or the Subsidiaries, would, individually or in the aggregate, have a Company Material Adverse Effect or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or the Subsidiaries before any Governmental Entity. Neither the Company nor the Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would individually or in the aggregate, have a Company Material Adverse Effect or that would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.
Environmental Matters. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) there exists no fact, condition or occurrence concerning the Company

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or the Subsidiaries and the operation of their respective businesses or assets with respect to any non-compliance with or obligation or liability under Environmental Laws; (ii) no unresolved complaint, notice or violation, citation, summons or order has been issued to the Company or the Subsidiaries alleging any violation by or liability of the Company or the Subsidiaries with respect to any Environmental Law; and (iii) the operation of the business of the Company and the Subsidiaries is, and has been, in compliance in all material respects with Environmental Laws.

28. Employees.

(a) All Contracts in relation to the officers of the Company and its Subsidiaries have been disclosed in the Data Room.
(b) There is no unfair labour practice complaint, grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or the Subsidiaries.
(c) The Company has provided to the Purchaser a complete and accurate list of all Company Employees, which list includes each Company Employee’s employer, work location, title, length of service, base salary or hourly wage, annual incentive target and awards, annual vacation and/or paid time off entitlements and accruals, material perquisites and benefits. Except as set out on such list, there is no Company Employee on a leave of absence or otherwise in inactive employment or performing services for the Company or any of its Subsidiaries pursuant to a work permit, work visa or similar authorization.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment applicable to such Company Employees and all applicable Law respecting employment in all locations where such Company Employees work, including pay equity, employment and labour standards, labour relations, human rights, privacy, accessibility, immigration, workers’ compensation and occupational health and safety. The Company and its Subsidiaries are registered in good standing with all applicable Governmental Entities in respect of workers’ compensation where such registration is required by applicable Law, and there have been no critical or fatal injuries involving current or former Company Employees.
(e) Except as disclosed in Section 28(e) of the Company Disclosure Letter, there are no outstanding or, to the knowledge of the Company, threatened Proceedings relating to employment Laws or current or former Company Employees. There are no outstanding internal complaints or investigations in respect of workplace sexual harassment or sexual misconduct or otherwise involving harassment or discriminatory practices.
(f) All material amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days, paid time off and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in all material respects in the books and/or records of the Company or of the applicable Subsidiary.
(g) Except as disclosed in Section 28(g) of the Company Disclosure Letter, no Company Employee has any written employment agreement which is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any change of control payments or severance payments or agreements with Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change

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of control of the Company or of the Subsidiaries. In particular, except as disclosed in Section 28(g) of the Company Disclosure Letter, the Company has not made, committed to or communicated any intention to provide retention bonuses or other payments of any kind in connection with the Arrangement or any other transaction contemplated by this Agreement.

(h) All individual independent contractors engaged by the Company or any of its Subsidiaries are properly classified as independent contractors and no such individual or any Governmental Entity has disputed such classification.
(i) Every former as well as current Company Employee executed a Confidentiality and Conflicts of Interest Agreement with the Company or one of its Subsidiaries that is materially the same as the form of Confidentiality and Conflicts of Interest Agreement provided by Company in the Data Room.
(j) Every current consultant, contractor and intern engaged by the Company or any of its Subsidiaries executed a Confidentiality and Conflicts of Interest Agreement with the Company or one of its Subsidiaries that is materially the same as the form of Confidentiality and Conflicts of Interest Agreement provided by the Company in the Data Room.
(k) To the best of the knowledge of the Company after having conducted a reasonable investigation under the circumstances, every former consultant, contractor and intern engaged by the Company or any of its Subsidiaries executed a Confidentiality and Conflicts of Interest Agreement with the Company or one of its Subsidiaries that is materially the same as the form of Confidentiality and Conflicts of Interest Agreement provided by the Company in the Data Room.

29. Collective Agreements.

(a) Except as disclosed in Section 29(a) of the Company Disclosure Letter, there is no Collective Agreement in force with respect to the Company Employees.
(b) Except as disclosed in Section 29(b) of the Company Disclosure Letter, as of the date hereof, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any other Person holds bargaining rights with respect to any Company Employee by way of certification, interim certification, voluntary recognition or successor rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of the Company.
(c) As of the date hereof, there are no pending or, to the Company’s knowledge, threatened union organizing activities involving any Company Employees and no such activities have been undertaken in the last three (3) years. As of the date hereof, there is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Company, threatened against the Company and no such event has occurred within the last three (3) years.
(d) As of the date hereof, no trade union has applied to have the Company or the Subsidiaries declared a common, related or successor employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company or the Subsidiaries carries on business.

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30. Employee Plans.

(a) Section 30 of the Company Disclosure Letter lists all material Employee Plans. The Company has disclosed in the Data Room true, correct and complete copies of all such material Employee Plans, as amended, or, if not readily available, a description thereof together with all related material documentation.
(b) The Company has registered and administered each material Employee Plan, and made all contributions and paid all premiums in respect of each material Employee Plan, in accordance with Law, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. No fact or circumstance exists which could reasonably be expected to adversely affect the registered status of any such material Employee Plan. There are no pending, or to the knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Company or the Subsidiaries. No material audit or other proceeding by a Governmental Entity is pending, or to the knowledge of the Company, threatened with respect to any Employee Plan.
(c) Except as disclosed Section 30 of the Purchaser Disclosure Letter, no Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided by Law.
(d) To the knowledge of the Company, no Employee Plan is subject to any Proceeding initiated by any Governmental Entity, or by any other party (other than routine claims for benefits).
Insurance. Each of the Company and the Subsidiaries, as applicable, is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Company and the Subsidiaries. Each such insurance policy currently in effect that insures the physical properties, business, operations and assets of the Company and the Subsidiaries is valid and binding and in full force and effect. To the knowledge of the Company, there is no material claim pending under any such insurance policy that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover any material portion of such claims. All material Proceedings covered by any insurance policy of the Company or any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.

32. Taxes.

(a) Each of the Company and the Subsidiaries has duly and timely filed all material Tax Returns required to be filed by them and all such Tax Returns are complete and correct in all material respects.
(b) Each of the Company and the Subsidiaries has paid or caused to be paid on a timely basis all material Taxes which are due and payable, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company. The Company and the Subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published consolidated financial statements of the Company for any Taxes of the

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Company and the Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns.

(c) Neither the Company nor the Subsidiaries is a party to any material audit, action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened against the Company or the Subsidiaries or any of their respective assets.
(d) There are no material Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or the Subsidiaries.
(e) Each of the Company and the Subsidiaries has in all material respects withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.
(f) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Company or the Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.
(g) No Governmental Entity of a jurisdiction where neither the Company nor the Subsidiaries file a Tax Return has made a claim that the Company or the Subsidiaries are subject to Tax in such jurisdiction.
(h) Neither the Company nor the Subsidiaries has, at any time, directly or indirectly acquired any property from a Person with whom it was not dealing at arm’s length (within the meaning of the Tax Act) for consideration the value of which is less than the fair market value of the property at the time of the acquisition in circumstances that could subject it to a liability under Section 160 of the Tax Act.
(i) The Company and the Subsidiaries are in compliance in all material respects with the applicable transfer pricing Laws, and has made or obtained, in all material respects, any required records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act or any analogous provision of any comparable applicable Laws, for all material transactions between the Company or any of the Subsidiaries, on the one hand, and any Person not resident in Canada with whom the Company or the Subsidiary, as applicable, was not dealing at arm’s length for purposes of the Tax Act, on the other hand.
(j) There are no circumstances existing which could reasonably be expected to result in the application of Section 78 or Section 80 to Section 80.04 of the Tax Act, or any equivalent provision under provincial applicable Law, to the Company or any of the Subsidiaries.
(k) Neither the Company nor the Subsidiaries is a party to or bound by any Tax sharing agreement, Tax indemnity agreement, Tax allocation agreement or similar agreement. Neither the Company nor the Subsidiaries has any liability for the Taxes of any other Person under any applicable legislation, as a transferee or successor, or by contract.
(l) The Company is not a non-resident of Canada within the meaning of the Tax Act.
Money Laundering. The operations of the Company and of each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting

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requirements and other money laundering Laws and the rules and regulations thereunder, including where applicable, with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the regulations made thereunder, and any related or similar Laws, rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity relating to money laundering (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

Corrupt Practices Legislation. Neither the Company nor the Subsidiaries, nor to the knowledge of the Company, any of its or their respective directors, officers or employees acting on behalf of the Company or the Subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Company or the Subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or any Law of similar effect.
IT Assets.
(a) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect:
- (i) the Company owns, free and clear of all Liens (other than Permitted Liens), and has the right to use, or, to the extent not owned, has the right to use, the material IT Assets owned or used by the Company or any of its Subsidiaries (the “ Company IT Assets ”). The Company IT Assets constitute all of the IT Assets necessary for or material to the conduct of the business of the Company and its Subsidiaries as presently conducted. The Company IT Assets operate and perform as required for the Company and its Subsidiaries to conduct their business in the Ordinary Course and have not malfunctioned or failed in the conduct thereof. The Company and its Subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology, and to the knowledge of the Company, no Person has gained unauthorized access to any Company IT Assets;
- (ii) the Company IT Assets: (i) adequately meet the data processing and other computing needs of the Company and its Subsidiaries; (ii) operate and perform in accordance with their documentation and functional specifications; and (iii) have not materially malfunctioned or failed, or suffered a material outage or unavailability, within the past three years; and
- (iii) the Company and its Subsidiaries have and maintain back-up systems and disaster recovery and business continuity plans, consistent with current industry standards and that a reasonably prudent and diligent commercial entity would undertake in similar circumstances, to adequately and properly protect against data loss and ensure the continuing availability of the functionality provided by the Company IT Assets in the event of any malfunction of, or other form of disaster affecting, the Company IT Assets.
(b) The Company and its Subsidiaries have and maintain reasonable electronic, physical and organizational security procedures, measures and controls in order to protect against accidental, unauthorized or unlawful: (i) access, destruction, use, alteration, modification, disclosure or loss of data (which for the purposes of this Paragraph 35(b), includes Personal Information); and (ii) access or use or interference with the Company IT Assets. Such

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procedures, measures and controls include, at minimum, maintaining and enforcing policies, procedures and systems addressing information security, vulnerability testing, physical security of data processing and data storage facilities, cybersecurity risk management, vendor and supplier management, employee training, virus and contaminant protection, and data breach response, including the recording and reporting of data breaches.

(c) Each of the Company and its Subsidiaries has and maintains an accurate and confidential listing of all applicable accounts, passwords, encryption algorithms and programs or other access keys required to ensure secure and proper access by the Company, its Subsidiaries and their respective personnel to the system programs and data files comprised by the Company IT Assets.
(d) To the knowledge of the Company there has been no: (i) material breach, loss, corruption or theft of, or unauthorized access, use, encryption or disclosure of the Company’s or any of its Subsidiaries’ data; (ii) material unauthorized access to, use of or interference with the Company IT Assets; or (iii) virus, Trojan horse, ransomware, worm, backdoor, shutdown mechanism or other similar software, code, program or malicious attack which had the effect of materially disabling, denying access to, damaging, destroying, corrupting or adversely affecting the normal operation of the Company IT Assets or any of the Company’s or any of its Subsidiaries’ data.
(e) The Company and its Subsidiaries comply in all material respects with Anti-Spam Laws and maintain and retain records sufficient to prove such compliance. The Company and its Subsidiaries have a policy and practices in place governing the Company’s and its Subsidiaries’ compliance with such Laws.
Privacy.
(a) The Company and each of its Subsidiaries comply in all material respects with: (i) applicable Privacy Laws; (ii) data subject consents and its Privacy Policy; and (iii) contractual provisions relating to the collection, use, disclosure or protection of Personal Information.
(b) The Company and each of its Subsidiaries takes commercially reasonable steps, designed for compliance with Privacy Laws and applicable contracts relating to information privacy and security, to protect the Personal Information in its possession, custody or control and, to the knowledge of the Company, there has been no material loss or theft of, or unauthorized access, use or disclosure of, Personal Information in the possession, custody or control of the Company or any Subsidiary.
(c) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any material inquiries, requests or other written notices from any Governmental Entity, or any material complaint from a data subject or customer, relating to any violation of any Privacy Law or contractual provision, and, to the knowledge of the Company, neither the Company nor any of its Subsidiaries is, or has been, under investigation by any Governmental Entity for any actual or potential violation of any Privacy Law.
(d) To the knowledge of the Company, there has been no Data Compromise: (i) pursuant to which the Company or any of its Subsidiaries is required to notify any Governmental Entity that the Company or any of its Subsidiaries or any of their service providers has

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experienced a Data Compromise; or (ii) causing the Company or any of its Subsidiaries to be required to notify the Company’s or its Subsidiaries’ customers that the Company, any of its Subsidiaries or any of their service providers has experienced a Data Compromise.

Health Laws. The Company and its Subsidiaries have complied with and are in material compliance with all Health Laws applicable to its business as currently conducted, and has not received any notice or correspondence, written or oral, of any violation or non-compliance under any applicable Law and, to the knowledge of the Company, there is no basis therefor. There is no current request for information or other current proceeding by any Governmental Authority involving the Company, any of its Subsidiaries or, to the knowledge of the Company, any of the Health Professionals engaged or employed by the Company or its Subsidiaries. The Company has no knowledge of any investigation or proceeding by any Governmental Authority pending or threatened against the Company, any of its Subsidiaries or any of the Health Professionals engaged or employed by the Company or its Subsidiaries. The Company, and to Company’s knowledge, its Subsidiaries have established and maintain systems to ensure that Health Professionals employed or engaged by the Company and its Subsidiaries comply in all material respects with applicable Health Laws, including, for greater certainty, the Health Laws of the jurisdiction of the user to whom they provide services, and the terms of any Authorizations held by them or the Company or its Subsidiaries. No Claim has been filed, commenced or, to the knowledge of the Company or any of its Subsidiaries, threatened against Harmony or any of its employees, contractors, directors, managers, officers or Health Professionals alleging any failure to so comply.
Arrangements with Subsidiaries. None of the Company or any of its Subsidiaries has received any notice, warning letter or other correspondence or notice from any Governmental Authority (a) alleging that the structure contemplated by the management agreement between the Company’s Subsidiaries is not compliant in any material respect with applicable Health Laws, or (b) requesting additional information regarding such structure.
Opinion of Financial Advisor. The Board has received the Fairness Opinion and such Fairness Opinion has not been withdrawn or modified as of the date of this Agreement.
Brokers. Except for the engagement letters between the Company and the Financial Advisor and Credit Suisse Securities (Canada) Inc. (copies of which have been provided to the Purchaser) and the fees payable under or in connection with such engagements and to legal counsel, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Company or the Subsidiaries or is entitled to any fee, commission or other payment from the Company or the Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement. The Company has made true and complete disclosure to the Purchaser of all material fees, commissions or other payments that may be payable to the Financial Advisor, Credit Suisse Securities (Canada) Inc. and principal legal counsel in connection with this Agreement or any other transactions contemplated by this Agreement, which are set out in Section 40 of the Company Disclosure Letter.

41. Board and Special Committee Approval.

(a) As of the date hereof, the Special Committee, after consultation with its financial and legal advisors, has unanimously recommended that the Board approve the Arrangement and recommends that the Shareholders vote in favour of the Arrangement Resolution.
(b) As of the date hereof, the Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee and after consultation with its financial and

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legal advisors, has: (i) unanimously determined that the Arrangement is in the best interests of the Company and its Shareholders; and (ii) resolved to unanimously recommend that the Shareholders vote in favour of the Arrangement Resolution, and such determinations and resolutions are effective and unamended as of the date hereof. As of the date hereof, all of the Supporting Shareholders have entered into a voting and support agreement pursuant to which, and subject to its terms, such Shareholder has committed to vote in favour of the Arrangement Resolution.

Bankruptcy and Insolvency. None of the Company or any of its Subsidiaries has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has any petition for a receiving order been presented in respect of it. None of the Company or any of its Subsidiaries has initiated any legal proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution and, to the knowledge of the Company, no such legal proceedings have been threatened by any other Person. No receiver has been appointed in respect of the Company or any of its Subsidiaries or any of their respective property or assets and no execution or distress has been levied upon any of their respective property or assets and, to the knowledge of the Company, no such legal proceedings have been threatened by any other Person.
Anti-Corruption. Neither the Company nor any of its Subsidiaries, nor any of its or their respective directors, executives, officers, nor, to the Company’s knowledge, its or their employees, representatives or agents has: (i) used or is using any corporate funds for any unlawful contributions, gifts, entertainment or other expenses relating to political activity; (ii) offered, promised, authorized, or made any direct or indirect illegal payments or other thing of value to any official or employee of a Governmental Entity; (iii) violated or is violating any provision of any Law prohibiting bribery and corruption (“ Anti-Corruption Laws ”); (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; or (v) made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature. No officer, director or employee of the Company or any of its Subsidiaries is an official or employee of a Governmental Entity. There are no pending or, to the Company’s knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any of its Subsidiaries with respect to the Anti-Corruption Laws. To the Company’s knowledge, there are no actions pertaining to the Company’s or any of its Subsidiaries’ activities that could reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions against the Company or any of its Subsidiaries under any AntiCorruption Law. The Company and each of its Subsidiaries have never received an allegation, whistleblower complaint, or conducted any investigation regarding compliance or non-compliance with Anti-Corruption Laws.

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44. Harmony.

(a) To the Company’s knowledge, Harmony has complied with and is in material compliance with all Health Laws applicable to its business as currently conducted, and has not received any notice or correspondence, written or oral, of any violation or non-compliance under any applicable Law and, to the knowledge of the Company, there is no basis therefor. To the Company’s knowledge, Harmony has complied with and is in material compliance with the requirements of Health Care Program arrangements in which Harmony participates or from which it receives reimbursement. In the past three (3) years, no Claim has been filed, commenced or, to the knowledge of the Company, threatened against Harmony or any of its employees, contractors, directors, managers, officers or Health Professionals alleging any failure to so comply.
(b) The Company has provided Purchaser with a list of all national provider identifiers and all provider numbers of Harmony with all Health Care Programs. To the Company’s knowledge, Harmony is: (i) qualified for participation in, and has current and valid provider contracts with, each such Health Care Program in which Harmony participates, and is and has been in compliance in all material respects with the conditions and requirements of such participation, and (ii) eligible for payment under each such Health Care Program for services rendered to qualified beneficiaries. There is no Claim pending or, to the Company’s knowledge, threatened with respect to the revocation, cancellation, rescission, refusal to renew or other adverse modification of any provider number, Contract, certification or other authorization of Harmony or any Health Professional with any Health Care Program.
(c) To the Company’s knowledge, Harmony has: (i) timely and accurately filed all reports and billings required to be filed with respect to each Health Care Program, all of which were prepared in material compliance with all applicable Laws and Health Care Program requirements, and (ii) paid all known and undisputed refunds, overpayments, discounts and adjustments due with respect to any such report or billing, other than payments currently in process in the Ordinary Course of Business, and there is no pending or threatened appeal, adjustment, challenge, non-Ordinary Course of Business audits (including written notice of an intent to audit), inquiry, or litigation by or on behalf of any Health Care Program with respect to any of such reports or billings. Subject to refunds in the Ordinary Course of Business, Harmony has not billed, received or retained any payment or reimbursement in excess of amounts allowed by Law or applicable Health Care Program requirements. Harmony does not have any Commercial Payer or patient credit balances and does not waive any deductibles or patient cost sharing obligations.
(d) To the Company’s knowledge, each Health Professional employed by or under contract with Harmony is, and at all times during which such Health Professional has provided services to or on behalf of Harmony has been, duly licensed and certified in each applicable jurisdiction to perform the services such Person has provided to or on behalf of Harmony. There is no Claim pending or, to the Company’s knowledge, threatened to revoke, cancel, rescind, refuse to renew or otherwise adversely modify any such professional license or certification.
(e) To the Company’s knowledge, neither Harmony nor any of its officers, directors, managers, employees, agents, managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)), or Health Professionals: (i) is or has been a party to an individual or corporate integrity agreement with the Office of Inspector General of the United States

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Department of Health and Human Services or otherwise has any continuing reporting obligations pursuant to any deferred prosecution, settlement or other agreement with any Governmental Authority, (ii) is or has been excluded, suspended, or debarred from, or subject to sanction, charged or been convicted of a crime in connection with, any Health Care Program or under any Health Laws; (iii) has direct liability to any Governmental Authority (other than pursuant to the normal provision of services and reimbursement of routine overpayments); (iv) has been audited or investigated by any Health Care Program or Governmental Authority outside the Ordinary Course of Business; (v) has had a Contract terminated by any Health Care Program or Governmental Authority for a material breach or material default of the terms of the applicable Contract; or (vi) has received any subpoena, civil investigative demand, warrant, notice of investigation, or similar contact from any Governmental Authority.

(f) To the Company’s knowledge, Harmony has participation agreements, or similar agreements, as required, with Commercial Payers, except where the failure to have such agreements would not have a Company Material Adverse Effect. To the Company’s knowledge, all bills and reimbursement requests submitted to Commercial Payers by Harmony have been submitted in material compliance with all applicable Laws. Except as set out in Section 44(f) of the Company Disclosure Letter, in the past twelve (12) months, no Commercial Payer has cancelled, terminated, or otherwise materially altered its relationship with Harmony, or notified Harmony of its intention to do any of the foregoing. Harmony is not involved in any other material claims or dispute with any Commercial Payer. To the Company’s knowledge, Harmony has not received written or verbal notice, and no such notice is threatened, that any Commercial Payer that is currently doing business with Harmony and/or its affiliates intends to amend, modify, terminate, limit, or restrict its arrangement with Harmony or any of Harmony’s Health Professionals.
(g) To the Company’s knowledge, Harmony is in material compliance with HIPAA, the HITECH Act, and any applicable state health care privacy, security, and/or confidentiality Laws. Harmony has written privacy and data security policies and have been in material compliance with such written policies. To the knowledge of the Company, in the past three (3) years Harmony has not experienced, nor received written notice of, and there is no Action pending or threatened with respect to, any actual or alleged “breach” as defined in 45 C.F.R. 164.402 or “breach of a security system” or equivalent term under any applicable state data breach notification laws. To the Company’s knowledge, in the past three (3) years there have been no material, non-Ordinary Course of Business audits or investigations by, or material complaints made to, any Governmental Authorities with respect to compliance with state or federal privacy, security, and/or confidentiality Laws by Harmony.
(h) To the Company’s knowledge, Harmony has security measures in place to protect all Personal Information under its control and/or in its possession and to protect such Personal Information from unauthorized access. To the knowledge of the Company, Harmony’s hardware, software, encryption, systems, policies and procedures are sufficient to protect the privacy, security and confidentiality of all Personal Information in accordance with all applicable Laws, including HIPAA. to the Company’s knowledge, in the past three (3) years Harmony has not suffered any breach in security that has permitted any unauthorized access to the Personal Information under Harmony’s control or in its possession. Harmony has required and does require all third parties to which it provides Personal Information and/or access thereto to maintain the privacy and security of such Personal Information, including by contractually obliging such third parties to protect such Personal Information from unauthorized access by and/or disclosure to any unauthorized third parties. Except as

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otherwise permitted under HIPAA, Harmony has HIPAA-compliant business associate agreements in place with all “covered entities” (as defined by HIPAA) from which Harmony receives any non-Harmony Personal Information and with all “business associates” (as defined by HIPAA) to whom Harmony discloses or otherwise makes available any Personal Information, and Harmony is in compliance with all such business associate agreements. Harmony is operating and has operated in compliance with the HIPAA regulations governing electronic transactions (45 C.F.R. Parts 160 and 162, Subparts I through R) and unique identifiers (45 C.F.R. Parts 160 and 162, Subparts D and F).

(i) To the Company’s knowledge, Harmony maintains and, for the six (6) years preceding October 31, 2021, maintained a compliance program having the elements of an effective corporate compliance and ethics program identified in the federal U.S.S.G. Sentencing Guidelines § 8B2.1.

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SCHEDULE D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Organization and Qualification. The Purchaser and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power and capacity to own and lease its assets and properties and conduct its business as now conducted. Except as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect, the Purchaser and each of its Subsidiaries is duly registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary.
Corporate Authorization. The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to complete the transactions contemplated by this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.
Execution and Binding Obligation. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
Governmental Authorization. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Director under the CBCA; (iv) the Regulatory Approvals, including the applicable Stock Exchange Approval; and (v) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not be reasonably expected to, individually or in the aggregate, have a Purchaser Material Adverse Effect or prevent or materially impede the ability of the Purchaser to consummate the Arrangement and the transactions contemplated hereby.
Non-Contravention. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not:
(a) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Purchaser;
(b) assuming compliance with the matters referred to in Paragraph 4, contravene, conflict with or result in a violation or breach of any Law;

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(c) require any consent or approval by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which the Purchaser or any of its Subsidiaries is entitled under, any material Contract or any material Authorization to which the Purchaser or any of its Subsidiaries is a party or by which the Purchaser or any of its Subsidiaries is bound; or
(d) result in the creation or imposition of any Lien upon any of the material properties or material assets of the Purchaser or any of its Subsidiaries;

except, in the case of each of clauses (b) through (d), as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

Capitalization.
(a) The authorized capital of the Purchaser consists of an unlimited number of Purchaser Shares. As of the close of business on the Business Day prior to the date of this Agreement, there were 232,561,038 Purchaser Shares issued and outstanding. All outstanding Purchaser Shares have been duly authorized and validly issued, are fully paid and nonassessable. No Purchaser Shares have been issued in violation of any Law or any preemptive or similar rights applicable to them.
(b) As of the close of business on the Business Day prior to the date of this Agreement there were 10,240,500 Purchaser Shares issuable upon the exercise of outstanding Purchaser Options, 680,000 Purchaser Shares issuable upon the exercise of outstanding Purchaser RSUs, 140,000 Purchaser Phantom DSUs and nil Purchaser Phantom RSUs outstanding. The Purchaser Stock Option Plan, Purchaser RSU Plan and the issuance of securities thereunder, have been duly authorized in compliance with Law and the terms of such plan or agreement, as applicable. As of the close of business on the Business Day prior to the date of this Agreement there were 11,571,042 Purchaser Shares issuable upon the exercise of outstanding share purchase warrants of the Purchaser.
(c) Except for the rights under the Purchaser Stock Option Plan, including outstanding Purchaser Options, the rights under the Purchaser RSU Plan and including outstanding Purchaser Shares, the rights under the Purchaser Phantom Unit Plan, outstanding share purchaser warrants of the Purchaser and earn-out provisions that provide for the issuance of Purchaser Shares, there are no:
- (i) options, equity-based awards, warrants, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which the Purchaser or any of its Subsidiaries are a party that obligate the Purchaser or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Purchaser or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Purchaser or any of its Subsidiaries;
- (ii) obligations of the Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Purchaser or any of its Subsidiaries, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of the Purchaser or of any of its Subsidiaries; or

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  - (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Purchaser Shares on any matter except as required by Law.

(d) The Consideration Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and, subject to obtaining the applicable Stock Exchange Approval, will be listed for trading on the TSXV.
Shareholders’ and Similar Agreements. Neither the Purchaser nor any of its Subsidiaries are subject to, or affected by, any unanimous shareholders agreement involving a Person other than the Purchaser or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Purchaser or of any of its Subsidiaries other than as between the Purchaser and any of its Subsidiaries or pursuant to which any Person other than the Purchaser or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Purchaser or in any of its Subsidiaries.
Subsidiaries. All of the material Subsidiaries of the Purchaser are disclosed in the Purchaser Filings.
Securities Law Matters. The Purchaser is a “reporting issuer” in each of the provinces of Canada except Quebec. The Purchaser Shares are listed and posted for trading on the TSXV. The Subsidiaries are not subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. The Company is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSXV. The Company has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending, in effect or, to the knowledge of the Company, has been threatened, and the Company is not currently subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has timely filed all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws with the appropriate Governmental Entity since December 31, 2020. The documents comprising the Company Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Company has not filed any confidential material change report which at the date of this Agreement remains confidential.
Financial Statements. The audited consolidated financial statements of the Purchaser as at and for the fiscal years ended December 31, 2020 and 2019, together with the notes thereto and the auditor’s report thereon (the “ Purchaser Financial Statements ”) have been prepared in conformity with IFRS, consistently applied throughout the periods involved. The Purchaser Financial Statements present fairly in all material respects the financial position, financial performance, results of operations, changes in shareholders’ equity and cash flows of the Purchaser and its Subsidiaries, on a consolidated basis, as at the dates and for the periods of the Purchaser Financial Statements.

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No Material Undisclosed Liabilities. There are no material liabilities or obligations of the Purchaser or any of its Subsidiaries of any nature, whether accrued, contingent, absolute, or otherwise, other than liabilities or obligations: (i) disclosed in the Purchaser Filings; (ii) not required to be set forth in the Purchaser Filings under IFRS; (iii) incurred in the Ordinary Course since December 31, 2020; (iv) incurred in connection with this Agreement (including any transaction expenses); (v) that relate to Taxes; or (vi) as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.
Absence of Certain Changes or Events. Since December 31, 2020 until the date of this Agreement, other than the transactions contemplated by this Agreement and as disclosed in the Purchaser Filings, the business of the Purchaser and its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Purchaser Material Adverse Effect.
Related Party Transactions. Neither the Purchaser nor any of its Subsidiaries are indebted to any director, officer, or employee of the Purchaser or any of its Subsidiaries or any of their respective affiliates or associates (except for amounts due in the Ordinary Course or pursuant to any Law or Contract such as salaries, bonuses, directors’ fees or the reimbursement of Ordinary Course expenses). Other than as the Purchaser has disclosed in the virtual data room maintained by the Purchaser in connection with the Arrangement, there are no Contracts (other than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any officer or director of the Purchaser or the Subsidiaries, or any of their respective affiliates or associates.
Compliance with Laws. The Purchaser and each of its Subsidiaries is and since December 31, 2020 has been, conducting its business in accordance with applicable Law in each jurisdiction in which it carries on business in all material respects, and none of the Purchaser, any of its Subsidiaries, any of the directors or officers of the Purchaser or of its Subsidiaries has received a notice of material non-compliance with, or of an action, investigation or proceeding for alleged material non-compliance with, applicable Law, and, to the knowledge of the Purchaser, there are no facts that would reasonably be expected to give rise to a notice of such material non-compliance with any such Law.
Authorizations and Licenses. The Purchaser and its Subsidiaries, own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of the Purchaser and its Subsidiaries, as presently conducted, except where the failure to own, possess or obtain any such Authorization would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. The Purchaser or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations, except as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. Each such Authorization is valid and in full force and effect as of the date hereof. As of the date hereof, no action, investigation or proceeding is pending, or to the knowledge of the Purchaser, threatened, against the Purchaser or its Subsidiaries, in respect of or regarding any such Authorization that could reasonably be expected to result in the suspension, loss or revocation of any such Authorizations.
Litigation. Except as disclosed in the Purchaser Filings, there are no material claims, actions, suits, arbitrations or proceedings, or to the knowledge of the Purchaser, any inquiries or investigations pending, or, to the knowledge of the Purchaser, are there any material claims, actions, suits, arbitrations, proceedings, inquiries or investigations threatened, against the Purchaser or any of its Subsidiaries, by or before any Governmental Entity that, if determined adverse to the interests of the Purchaser or any of its Subsidiaries, including the Purchaser, would, individually or in the aggregate, have a Purchaser Material Adverse Effect or would be reasonably expected to prevent

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or materially delay the consummation of the Arrangement or the transactions contemplated hereby. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Purchaser, threatened against or relating to the Purchaser or any of its Subsidiaries before any Governmental Entity. Neither the Purchaser nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would individually or in the aggregate, have a Purchaser Material Adverse Effect or that would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

Health Laws. The Purchaser and its Subsidiaries have complied with and are in material compliance with all Health Laws applicable to its business as currently conducted, and has not received any notice or correspondence, written or oral, of any violation or non-compliance under any applicable Law and, to the knowledge of the Purchaser, there is no basis therefor. There is no current request for information or other current proceeding by any Governmental Authority involving the Purchaser, any of its Subsidiaries or, to the knowledge of the Purchaser, any of the Health Professionals engaged or employed by the Purchaser or its Subsidiaries. The Purchaser has no knowledge of any investigation or proceeding by any Governmental Authority pending or threatened against the Purchaser, any of its Subsidiaries or any of the Health Professionals engaged or employed by the Purchaser or its Subsidiaries. The Purchaser, and to Purchaser’s knowledge, its Subsidiaries have established and maintain systems to ensure that Health Professionals employed or engaged by the Purchaser and its Subsidiaries comply in all material respects with applicable Health Laws, including, for greater certainty, the Health Laws of the jurisdiction of the user to whom they provide services, and the terms of any Authorizations held by them or the Purchaser or its Subsidiaries. No Claim has been filed, commenced or, to the knowledge of the Purchaser or any of its Subsidiaries, threatened against the Purchaser and its Subsidiaries or any of its employees, contractors, directors, managers, officers or Health Professionals alleging any failure to so comply.

18. Employee Plans.

(a) The Purchaser has disclosed in the virtual data room maintained by the Purchaser in connection with the Arrangement true, correct and complete copies of all material Employee Plans, as amended, or, if not readily available, a description thereof together with all related material documentation.
(b) The Purchaser has, in all material respects, registered and administered each material Employee Plan, and made all contributions and paid all premiums in respect of each material Employee Plan, in accordance with Law, except as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. No fact or circumstance exists which could adversely affect the registered status of any such material Employee Plan. There are no pending, or to the knowledge of the Purchaser, threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Purchaser or the Subsidiaries and no material audit or other proceeding by a Governmental Entity is pending, or to the knowledge of the Purchaser, threatened with respect to any Employee Plan.
(c) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided by Law.

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(d) To the knowledge of the Purchaser, no Employee Plan is subject to any Proceeding initiated by any Governmental Entity, or by any other party (other than routine claims for benefits).
Insurance. Each of the Purchaser and the Subsidiaries, as applicable, is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Purchaser and the Subsidiaries. To the knowledge of the Purchaser, each such insurance policy currently in effect that insures the physical properties, business, operations and assets of the Purchaser and the Subsidiaries is valid and binding and in full force and effect. To the knowledge of the Company, there is no material claim pending under any such insurance policy that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover any material portion of such claims.
Security Ownership. Neither the Purchaser, nor any of its respective affiliates or any other Person acting jointly or in concert with the Purchaser, beneficially owns or controls, or will prior to the Effective Date beneficially own or control, any Shares or any securities that are convertible into or exchangeable or exercisable for Shares.
Funds Available. The Purchaser will have at the Effective Time, sufficient funds available to satisfy the aggregate Cash Consideration payable by the Purchaser pursuant to the Arrangement in accordance with the terms of this Agreement and the Plan of Arrangement, and to satisfy all other obligations payable by the Purchaser pursuant to this Agreement and the Arrangement.
Freely Tradeable Shares. The Purchaser Shares to be issued pursuant to the Arrangement shall be registered or qualified for distribution or exempt from or not subject to any requirement for registration or qualification for distribution under Securities Laws. Such securities shall not be subject to any “hold period” resale restrictions under National Instrument 45-102 – Resale of Securities . However, any Securityholder that is an “affiliate” (within the meaning of applicable rules under the U.S. Securities Act) of the Purchaser or was such an “affiliate” within ninety (90) days of the Effective Date, will be subject to restrictions on resale under the applicable securities laws of the United States, including the affiliate volume and manner of sale restrictions of Rule 144 under the U.S. Securities Act.
Taxes.
(a) Each of the Purchaser and its Subsidiaries, has timely filed all material Tax Returns required to be filed by them and all such Tax Returns are complete and correct in all material respects.
(b) Each of the Purchaser and its Subsidiaries has paid or caused to be paid on a timely basis all material Taxes which are due and payable, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Purchaser. The Purchaser and its Subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published consolidated financial statements of the Purchaser for any Taxes of the Purchaser and its Subsidiaries, for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns.
(c) Neither the Purchaser nor any of its Subsidiaries is a party to any material action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its Subsidiaries, or any of their respective assets.

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(d) There are no material Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Purchaser or its Subsidiaries.
(e) Each of the Purchaser and its Subsidiaries, has in all material respects withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.
(f) Neither the Purchaser nor any of its Subsidiaries, has waived any statute of limitations on the assessment or collection of any Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the Ordinary Course).
(g) No Governmental Entity of a jurisdiction where neither the Purchaser nor any of its Subsidiaries, file a Tax Return has made a claim that the Purchaser or any of its Subsidiaries, are subject to Tax in such jurisdiction.
(h) The Purchaser is a “taxable Canadian corporation” as defined in the Tax Act.
Money Laundering. The operations of each of the Purchaser and the Subsidiaries are, and have been (in the case of the Purchaser since December 31, 2020 and in the case of the Subsidiaries since the later of December 31, 2020 and the date such Subsidiary was acquired by the Purchaser), conducted in compliance in all material respects with Money Laundering Laws and no action, suit or proceeding by or before any court or Governmental Entity involving the Purchaser or the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Purchaser, threatened.
Corrupt Practices Legislation. Neither the Purchaser nor the Subsidiaries, nor to the knowledge of the Purchaser, any of its or their respective directors, officers or employees acting on behalf of the Purchaser or the Subsidiaries has taken, committed to take or been alleged to have taken any action which would cause the Purchaser or the Subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or any Law of similar effect.
Privacy. The business of the Purchaser and its Subsidiaries is and has been conducted in compliance in all material respects with Privacy Laws and contractual obligations with respect to privacy and data security, except for any such non-compliances (other than a non-compliance related to a cyberattack, hacking, or other unauthorized loss, theft or unauthorized access to or disclosure of Personal Information) which would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. The Purchaser and its Subsidiaries have a Privacy Policy and the Purchaser and its Subsidiaries are in compliance in all material respects with such policy. Each of the Purchaser and the Subsidiaries has and has had reasonable safeguards in place designed to protect Personal Information in its possession or under its control against loss, theft, unauthorized access or disclosure, and to the knowledge of the Purchaser, the Company, its Subsidiaries any of their services providers have not experienced any such loss, theft, unauthorized access or disclosure. Each of the Purchaser and the Subsidiaries has not been charged with or received any written notice of any claims of or investigations or regulatory inquiries related to, any alleged violation of any Privacy Laws, Privacy Policy, or contractual commitments with respect to privacy and data security.
Solvency. Immediately after giving effect to the consummation of the transactions contemplated by this Agreement:

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(a) the fair value of the assets of the Purchaser and its Subsidiaries taken as a whole, shall be greater than the total amount of the liabilities of the Purchaser and its Subsidiaries (including all liabilities, whether or not reflected in a balance sheet prepared in accordance with IFRS, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed), taken as a whole;
(b) the Purchaser and its Subsidiaries, taken as a whole, shall be able to pay their debts and obligations as they become due in the ordinary course of business; and
(c) the Purchaser and its Subsidiaries, taken as a whole, shall have adequate capital to carry on their businesses and all businesses in which they are about to engage.
Board Approval. The board of directors of the Purchaser has approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement.
US Subsidiaries. For the purposes of this Section 29, references to “Subsidiary” shall refer only to a Subsidiary with operations in the United States.
(a) Purchaser and Purchaser’s Subsidiaries do not provide any services to or on behalf of Purchaser that require the participation of a professional or professionals licensed to provide health care services in the United States other than services that have no material impact on the Purchaser or its Subsidiaries. Purchaser and Purchaser’s Subsidiaries do not employ, contract with, or otherwise utilize any Health Professionals to provide services to or on behalf of Purchaser in the United States. Purchaser and Purchaser’s Subsidiaries are not party to, or otherwise engaged in the performance of, any managed care contracts or enrolled with and participating in any Governmental Health Programs or Commercial Payers in the United States. Purchaser and Purchaser’s Subsidiaries do not submit claims to, or receive any funds from, any Health Care Program in the United States.
(b) To the Purchaser’s knowledge, each Subsidiary is in material compliance with HIPAA, the HITECH Act, and any applicable state health care privacy, security, and/or confidentiality Laws. Each Subsidiary has written privacy and data security policies and is, and has been, in material compliance with such written policies. To the knowledge of the Purchaser, in the past three (3) years each Subsidiary has not experienced, nor received written notice of, and there is no Action pending or threatened with respect to, any actual or alleged “breach” as defined in 45 C.F.R. § 164.402 or “breach of a security system” or equivalent term under any applicable state data breach notification laws. To the Purchaser’s knowledge, in the past three (3) years there have been no material, non-Ordinary Course of Business audits or investigations by, or material complaints made to, any Governmental Authorities with respect to compliance with state or federal privacy, security, and/or confidentiality Laws by each Subsidiary.
(c) To the Purchaser’s knowledge, each Subsidiary has security measures in place to protect all Personal Information under its control and/or in its possession and to protect such Personal Information from unauthorized access. To the knowledge of the Purchaser, each Subsidiary’s hardware, software, encryption, systems, policies and procedures are sufficient to protect the privacy, security and confidentiality of all Personal Information in accordance with all applicable Laws, including HIPAA. to the Purchaser’s knowledge, in the past three (3) years each Subsidiary has not suffered any breach in security that has permitted any unauthorized access to the Personal Information under each Subsidiary’s control or in its possession. Each Subsidiary has required and does require all third parties

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to which it provides Personal Information and/or access thereto to maintain the privacy and security of such Personal Information, including by contractually obliging such third parties to protect such Personal Information from unauthorized access by and/or disclosure to any unauthorized third parties. Except as otherwise permitted under HIPAA, each Subsidiary has HIPAA compliant business associate agreements in place with all “covered entities” (as defined by HIPAA) from which each Subsidiary receives any non-Subsidiary Personal Information and with all “business associates” (as defined by HIPAA) to whom each Subsidiary discloses or otherwise makes available any Personal Information, and each Subsidiary is in compliance with all such business associate agreements. Each Subsidiary is operating and has operated in compliance with the HIPAA regulations governing electronic transactions (45 C.F.R. Parts 160 and 162, Subparts I through R) and unique identifiers (45 C.F.R. Parts 160 and 162, Subparts D and F).

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AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT , dated as of December 10, 2021, is by and among CloudMD Software & Services Inc., a corporation existing under the laws of the Province of British Columbia (the “ Purchaser ”), and MindBeacon Holdings Inc., a corporation existing under the federal laws of Canada (the “ Company ”).

W I T N E S S E T H:

WHEREAS , the Purchaser and the Company entered into an arrangement agreement dated November 14, 2021 (the “ Arrangement Agreement ”);

WHEREAS , the Purchaser and the Company wish to amend the Arrangement Agreement and the Plan of Arrangement in accordance with Section 8.1 of the Arrangement Agreement and Article 5 of the Plan of Arrangement;

WHEREAS , in this Amendment Agreement, all capitalized terms shall have the meanings given to them in the Arrangement Agreement;

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I. AMENDMENTS TO THE ARRANGEMENT AGREEMENT

Section 1.1 Amendments

(1) Schedule A to the Arrangement Agreement is hereby deleted in its entirety and replaced with Schedule A to this Amendment Agreement.
(2) Section 4.4(a)(vii) of the Arrangement Agreement is hereby deleted in its entirety and replaced by the following:

make joint elections with Eligible Holders in respect of the disposition of their Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Holder in such holder’s sole discretion within the limits set out in the Tax Act. To make an election, the Eligible Holders must provide the necessary information to the Purchaser (in accordance with instructions provided on a web-based system made available by the Purchaser) on or before ninety (90) calendar days after the Effective Date. The information will include the number of Common Shares transferred, the Consideration received and the applicable elected amount for purposes of such election.

ARTICLE II. GENERAL PROVISIONS

Section 2.1 Remainder of Arrangement Agreement

Except as expressly set forth herein, this Amendment Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Arrangement Agreement, all of which shall continue to be in full force and effect. On and after the date hereof, each reference in the Arrangement Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Arrangement Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Arrangement Agreement, will mean and be a reference to the Arrangement Agreement as amended by this Amendment Agreement.

Section 2.2 Representations and Warranties of the Parties

(1) The Company hereby represents and warrants to the Purchaser and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Amendment Agreement and the consummation of the Arrangement, that the representations and warranties of the Company set forth in Paragraph (1) of Schedule C to the Arrangement Agreement and, mutatis mutandis , in Paragraphs (2), (3) and (5) of Schedule C to the Arrangement Agreement are true and correct as of the date hereof.
(2) The Purchaser hereby represents and warrants to the Company and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Amendment Agreement and the consummation of the Arrangement, that the representations and warranties of the Purchaser set forth in Paragraph (1) of Schedule D to the Arrangement Agreement and, mutatis mutandis , in Paragraphs (2), (3) and (5) of Schedule D to the Arrangement Agreement are true and correct as of the date hereof.

Section 2.3 General Provisions

The provisions of Section 8.1 [ Amendments ], Section 8.4 [ Notices ], Section 8.8 [ Third Party Beneficiaries ], Section 8.9 [ Waiver ], Section 8.10 [ Entire Agreement ], Section 8.11 [ Successors and Assigns ], Section 8.12 [ Severability ], Section 8.13 [ Governing Law ], Section 8.14 [ Rules of Construction ], Section 8.15 [ No Liability ] and Section 8.16 [ Language ] of the Arrangement Agreement shall apply to this Amendment Agreement, mutatis mutandis .

Section 2.4 Counterparts

This Amendment Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall be considered one and the same agreement. The exchange of a fully executed Amendment Agreement (in counterparts or otherwise) by electronic delivery in .pdf format shall be sufficient to bind the Parties to the terms and conditions of this Amendment Agreement.

[Signature page follows.]

IN WITNESS WHEREOF , each of the Parties has caused this Amendment Agreement to be duly executed on its behalf as of the day and year first above written.

CLOUDMD SOFTWARE & SERVICES INC.

By: (s) Essam Hamza Authorized Signing Officer

MINDBEACON HOLDINGS INC.

By: (s) Dan Clark Authorized Signing Officer

SCHEDULE A PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

See Appendix "D" to this Circular..

A-1

APPENDIX “D” PLAN OF ARRANGEMENT

See attached.

“D” - 1

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Affected Securities ” means, collectively, the Shares, Company Options, DSUs, PSUs and RSUs.

“ Affected Securityholders ” means, collectively, the Shareholders and the holders of Company Options, DSUs, PSUs and RSUs.

“ Arrangement ” means an arrangement of the Company under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, Section 5.1 and the Interim Order or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of November 14, 2021 among the Company and the Purchaser (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving the Arrangement to be considered at the Company Meeting by Shareholders, substantially in the form set out in Schedule B to the Arrangement Agreement.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

“ Cash Consideration ” means, for each Share, $1.22 in cash. “ CBCA ” means the Canada Business Corporations Act .

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“ Company ” means MindBeacon Holdings Inc., a corporation incorporated under the laws of Canada.

in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Company Options ” means the outstanding options to purchase Shares issued pursuant to the Omnibus Incentive Plan and the Legacy Incentive Plan.

“ Company Share Reference Price ” means the volume weighted averages of the trading price of the Shares on the TSX per day as displayed under the VWAP function on the “MBCN CT Equity” Bloomberg page (or its equivalent successor if such page is not available) on each of the five (5) consecutive trading days commencing on the tenth (10[th] ) trading day immediately before the Effective Date and ending on the sixth (6[th] ) trading day immediately before the Effective Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“ Consideration ” means, collectively, the Cash Consideration and the Share Consideration. “ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ Depositary ” means Endeavor Trust Company or such other Person as the Purchaser may appoint to act as depositary in relation to the Arrangement, with the approval of the Company.

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA.

“ Dissent Rights ” has the meaning specified in Section 3.1.

“ Dissenting Holder ” means a registered Shareholder as of the record date for the Company Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

“ DSUs ” means the outstanding deferred share units issued under the Non-Employee Directors DSU Plan.

“ DSU Surrender Shares ” has the meaning specific in section 2.3(c).

“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“ Eligible Holde r” means a beneficial holder of Shares that is (i) a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act, or (ii) a partnership, any member of which is a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency, political party, royal family or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any Regulatory Body, or (iv) any stock exchange.

“ Legacy Incentive Plan ” means the legacy incentive plan of the Company dated December 23, 2020.

“ Letter of Transmittal ” means the letter of transmittal sent to registered holders of Shares for use in connection with the Arrangement, in the form accompanying the Company Circular (which shall be reasonably acceptable to Purchaser), which shall specify that delivery shall be effected, and risk of loss and title to the Share certificates shall pass, only upon proper delivery of the Share certificates (or effective affidavits of loss in lieu thereof) to the Depositary and which shall be in such form and have such other customary provisions as the Company may specify (which shall be reasonably acceptable to Purchaser).

“ Net Option Surrender Shares ” has the meaning specified in Section 2.3(a).

“ Non-Employees Directors DSU Plan ” means the non-employee directors deferred share unit plan of the Company dated January 1, 2021.

“ Omnibus Incentive Plan ” means the omnibus incentive plan of the Company dated December 23, 2020. “ Parties ” means, collectively, the Company and the Purchaser and “ Party ” means any one of them.

“ Plan of Arrangement ” means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations hereto made in accordance with the Arrangement Agreement and Section 5.1 or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ PSU Surrender Shares ” has the meaning specified in Section 2.3(d).

“ PSUs ” means the performance share units issued under the Omnibus Incentive Plan.

“ Purchaser ” means CloudMD Software & Services Inc., a corporation incorporated under the laws of the province of British Columbia.

“ Purchaser Share Reference Price ” means the volume weighted averages of the trading price of the Purchaser Shares on the TSXV per day as displayed under the VWAP function on the “DOC CV Equity” Bloomberg page (or its equivalent successor if such page is not available) on each of the five (5) consecutive trading days commencing on the tenth (10[th] ) trading day immediately before the Effective Date and ending on the sixth (6[th] ) trading day immediately before the Effective Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“ Purchaser Shares ” means the common shares in the authorized share capital of Purchaser.

“ RSU Surrender Shares ” has the meaning specified in Section 2.3(b).

“ RSUs ” means the outstanding restricted share units issued under the Omnibus Incentive Plan.

“ Share Consideration ” means, for each Share, 2.285 Purchaser Shares.

“ Shareholders ” means the registered and/or beneficial holders of Shares, as the context requires.

“ Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any common shares issued upon the valid exercise of Company Options or the settlement of RSUs, PSUs or DSUs.

“ Stock Option Plans ” means the Omnibus Incentive Plan, Non-Employees Directors DSU Plan and Legacy Incentive Plan of the Company.

“ Tax Act ” means the Income Tax Act (Canada).

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(b) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa .
(d) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and

“Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

(e) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(f) Computation of Time. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(g) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and forms part of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Purchaser, the Company, all holders and beneficial owners of securities of the Company, including the Shares, Company Options, DSUs, PSUs and RSUs and including Dissenting Holders, the register and transfer agent of the Company, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

2.3 Arrangement

(a) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plans, shall be deemed to be unconditionally vested and exercisable, and such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ Net Option Surrender Shares ”) equal to (i) the number of Shares subject to such Option immediately prior to the Effective Time minus (ii) the number of Shares that, when multiplied by the Company Share Reference Price, is equal to the aggregate exercise price of such Company Option, and for greater certainty, where such amount is negative, no Net Option Surrender Shares shall be issued, and the holder of such Company Option shall be, and shall be deemed to be, the holder of such Net Option Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such Company Option shall not be entitled to a certificate or other document representing the Net Option Surrender Shares so issued, and each such Company Option shall immediately be cancelled;
(b) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Omnibus Incentive Plan, shall be deemed to be unconditionally vested, and such RSU shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ RSU Surrender Shares ”) equal to the number of Shares subject to such RSU immediately prior to the Effective Time, and the holder of such RSU shall be, and shall be deemed to be, the holder of such number of RSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such RSU shall not be entitled to a certificate or other document representing the RSU Surrender Shares so issued, and each such RSU shall immediately be cancelled;
(c) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Non-Employee Directors DSU Plan, shall be deemed to be unconditionally vested, and such DSU shall, without any further action by or on behalf of a holder of DSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ DSU Surrender Shares ”) equal to the number of Shares subject to such DSU immediately prior to the Effective Time, and the holder of such DSU shall be, and shall be deemed to be, the holder of such number of DSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such DSU shall not be entitled to a certificate or other document representing the DSU Surrender Shares so issued, and each such DSU shall immediately be cancelled;
(d) each (i) vested PSU outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to the Company, free and clear of all Liens, in exchange for the issuance by the Company of that number of Shares rounded down to the nearest whole Share (the “ PSU Surrender Shares ”) equal to the number of Shares subject to such PSU immediately prior to the Effective Time, and the holder of such PSU shall be, and shall be deemed to be, the holder of such number of PSU Surrender Shares and the register of the Shares maintained by or on behalf of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such PSU shall not be entitled to a certificate or other document representing the PSU Surrender Shares so issued, and each such PSU shall immediately be cancelled; and (ii) unvested PSU outstanding immediately prior to the Effective Time shall immediately be cancelled for no consideration;
(e) simultaneously with the transfers in Section 2.3(a), Section 2.3(b), Section 2.3(c) and Section 2.3(d), (i) each holder of Company Options, RSUs, PSUs and DSUs shall cease to be a holder of such Company Options, RSUs, PSUs and DSUs and cease to have any rights as under the Stock Option Plans or other agreements, grants, and similar instruments related to such Company Options, RSUs, PSUs and DSUs, as applicable, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plans and all agreements, grants, and similar instruments relating to the Company Options, RSUs, PSUs and DSUs shall be terminated and shall be of no further force and effect, and (iv) each holder of Company Options, RSUs, PSUs and DSUs shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 2.3(a), Section 2.3(b), Section 2.3(c) and Section 2.3(d) at the time and in the manner specified in Section 2.3(a), Section 2.3(b), Section 2.3(c) and Section 2.3(d);
(f) each of the Shares held by Dissenting Holders shall be deemed to have been transferred without any further act or formality to the Purchaser, free and clear of all Liens, in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:
(i) such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1;
(ii) such Dissenting Holders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the legal and beneficial owner of such Shares so transferred, free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
(g) each Share outstanding immediately prior to the Effective Time (including, for greater certainty, the Net Option Surrender Shares, the RSU Surrender Shares, the DSU Surrender Shares, and the PSU Surrender Shares issued pursuant to Section 2.3(a), Section 2.3(b), Section 2.3(c), and Section 2.3(d), respectively), other than Shares held by a Dissenting Holder, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser, free and clear of all Liens, in exchange for the Consideration, and:
(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement;
(ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the legal and beneficial owner of such Shares so transferred, free and clear of all Liens, and shall be entered in the register of the Shares maintained by or on behalf of the Company, such that following the transactions contemplated by Section 2.3(f) and Section 2.3(g), the Purchaser shall be the legal and beneficial owner of 100% of the Shares.

2.4 Tax Elections

An Eligible Holder who receives Share Consideration under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the Tax Act if such Eligible Holder is a partnership (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of its Shares to the Purchaser and receipt of Purchaser Shares. In order to make such an election, an Eligible Holder must provide the necessary information (in accordance with the instructions on the web based system made available by the Purchaser) within ninety (90) days following the Effective Date, which information will include the number of Shares transferred, the Consideration received and the applicable elected amounts for the purposes of such elections. Subject to the information complying with the provisions of the Tax Act (and any applicable provincial income tax law), a copy of the applicable election forms containing the information provided by the Eligible Holder will be signed by the Purchaser and delivered to the Eligible Holder for filing with the Canada Revenue Agency (or the applicable provincial tax authority) by such Eligible Holder. The Purchaser will not be responsible for the proper completion of any election form, nor for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such election form in the form and manner

and within the time prescribed by the Tax Act (or any applicable provincial tax law). In its sole discretion, the Purchaser may choose to accept, sign and deliver an election form if the necessary information is received by the Purchaser more than ninety (90) days following the Effective Date, but the Purchaser will have no obligation to do so.

2.5 U.S. Securities Act Exemption

Notwithstanding any provision herein to the contrary, the Purchaser and the Company agree that this Plan of Arrangement will be carried out with the intention that all Purchaser Shares issued to Affected Securityholders on completion of this Plan of Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Registered Shareholders as of the record date for the Company Meeting may exercise dissent rights with respect to the Shares held by such holders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in Section 190(5) of the CBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(f) and if they:

(a) ultimately are entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(f)); (ii) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to the Purchaser in accordance with Section 2.3(f); (iii) will be entitled to be paid, subject to Section 4.4, the fair value of such Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iv) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Shares who did not deposit with the Depositary a duly completed Letter of Transmittal (and shall be entitled to receive the Consideration in the same manner as such non-dissenting holder of Shares).

3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights (i) unless as of the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Shares in respect of which such Dissent Rights are sought to be exercised; (ii) if such Person has voted or instructed a proxy holder to vote such Shares in favour of the Arrangement Resolution; or (iii) unless such Person has strictly complied with the

procedures for exercising Dissent Rights and does not withdraw such dissent prior to the completion of the transfer under Section 2.3(f).

(b) For greater certainty, in no case shall the Purchaser or the Company or any other Person be required to recognize Dissenting Holders as holders of Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options or holders of DSUs, PSUs or RSUs; (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares); (iii) Persons who, as of the deadline for exercising Dissent Rights, are not registered holders of Shares in respect of which Dissent Rights are sought to be exercised; or (iv) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) Following the receipt of the Final Order but prior to the Effective Date, the Purchaser shall deposit, or arrange to be deposited, with the Depositary and for the benefit of Affected Securityholders, sufficient Purchaser Shares to satisfy the aggregate Share Consideration payable to the Shareholders in accordance with Section 2.3, the aggregate amount of cash to satisfy the aggregate Cash Consideration payable in accordance with Section 2.3 and the aggregate amount of cash to satisfy the payment to Shareholders in lieu of fractional Purchaser Shares in accordance with Section 4.5.
(b) Upon surrender to the Depositary for cancellation of a certificate or instrument which immediately prior to the Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or the Purchaser may reasonably require (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement for such Shares, including the cash payment in lieu of fractional Purchaser Shares in accordance with Section 4.5, less any amounts withheld pursuant to Section 4.4, and any certificate or instrument so surrendered shall forthwith be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Shares that were transferred pursuant to Section 2.3, and not duly surrendered with all other instruments required by

this Section 4.1, on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature in the Consideration or against or in the Company, the Purchaser or any of their respective Affiliates. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and the Cash Consideration forming part of such Consideration shall be paid or returned over by the Depositary to the Purchaser or as directed by the Purchaser and the Share Consideration forming part of the Consideration shall be deemed to be cancelled.

(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or after the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.
(e) No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 less any amount withheld pursuant to Section 4.4 and, for greater certainty, subject to Section 4.6, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration and cash (in lieu of fractional Purchaser Shares) deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration and cash (in lieu of fractional Purchaser Shares) is to be delivered shall as a condition precedent to the delivery of such Consideration and cash (in lieu of fractional Purchaser Shares), give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company and their respective Affiliates in a manner satisfactory to the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company or their respective Affiliates with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Rounding of Cash

In any case where the aggregate cash amount payable to a particular holder of Affected Securities under the Arrangement would, but for this provision, include a fraction of a cent, the amount payable shall be rounded down to the nearest whole cent.

4.4 Withholding Rights

The Company, the Purchaser and the Depositary shall be entitled to deduct or withhold from any amounts payable to any Person pursuant to the Arrangement, such Taxes or other amounts as the Purchaser, the

Company or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign Tax law. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated, for all purposes hereof, as having been paid or delivered to the Person in respect of whom such deduction or withholding was made, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any Person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the Person, any of the Purchaser, the Company or the Depositary is hereby authorized to sell or otherwise dispose of any Share Consideration as is necessary to provide sufficient funds to the Purchaser, the Company, or the Depositary, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and none of the Purchaser, the Company or the Depositary shall be liable to any Person for any deficiency in respect of any proceeds received. The Purchaser, the Company or the Depositary, as applicable, shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to the holder thereof any unapplied balance of the net proceeds of such sale. Notwithstanding the foregoing, in lieu of having the Purchaser Shares sold or otherwise disposed of, holders of Company Options, PSUs, DSUs or RSUs may provide cash to the Company, the Purchaser or the Depositary, as applicable, to fund any required withholding taxes, provided the cash delivered is sufficient to satisfy any remittance in full and is received at least five business days before the remittance by the Company, the Purchaser or the Depositary, as applicable, of any withholding is due.

4.5 No Fractional Purchaser Shares

In no event shall any holder of Shares be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to a Shareholder as Share Consideration under this Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Shareholder shall be rounded down to the nearest whole number. In lieu of such fractional Purchaser Share, each holder of Shares otherwise entitled to a fractional interest in a Purchaser Share will be entitled to receive a cash payment equal to such fractional interest multiplied by the Purchaser Share Reference Price, rounding down to the nearest whole cent.

4.6 Post-Effective Time Dividends and Distributions

(a) No dividends or other distributions declared or made after the Effective Time with respect to Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3.
(b) All dividends and distributions made after the Effective Time with respect to any Purchaser Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, subject to Section 4.1(e), in trust for the holder of such Purchaser Shares. All monies received by the Depositary shall be invested by it in interest bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 4.6, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

4.7 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.8 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all securities of the Company issued and outstanding prior to the Effective Time, including Affected Securities, (b) the rights and obligations of the holders (registered or beneficial) of such securities, the Company, the Purchaser and their respective Affiliates, the Depositary and any registrar, transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and

( ) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Company shall be deemed to have been settled, compromised, released and determined without liability whatsoever except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d).
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature

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required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Affected Securities.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

APPENDIX “E” FAIRNESS OPINION

“E” - 1

November 14, 2021

The Special Committee of the Board of Directors and the Board of Directors MindBeacon Holdings Inc. 175 Bloor Street East North Tower Suite 801 Toronto, ON M4W 3R8

To the Special Committee of the Board of Directors and to the Board of Directors of MindBeacon Holdings Inc.:

TD Securities Inc. (“ TD Securities ”) understands that CloudMD Software & Services Inc. (“ CloudMD ”) and MindBeacon Holdings Inc. (“ MindBeacon ” or the “ Company ”) propose to enter into an arrangement agreement (the “ Arrangement Agreement ”), pursuant to which CloudMD will acquire all of the issued and outstanding common shares (the “ Shares ”) of MindBeacon (the “ Arrangement ”) by way of an arrangement under the Canada Business Corporations Act . Pursuant to the terms of the Arrangement Agreement, the holders of the Shares (the “ Shareholders ”) will receive $1.22 per share in cash and 2.285 CloudMD shares per MindBeacon share held (the “ Consideration ”). The directors, officers and certain shareholders of MindBeacon, collectively holding approximately 28% of its issued and outstanding common shares, have entered into voting support agreements under which they have agreed to support and vote in favour of the Arrangement. The above description is summary in nature. The specific terms and conditions of the Arrangement are set out in the Arrangement Agreement and will be more fully described in the notice of special meeting of shareholders and management information circular (the “ Information Circular ”), which is to be mailed to the Shareholders in connection with the Arrangement.

ENGAGEMENT OF TD SECURITIES

TD Securities was engaged by the Company pursuant to an engagement agreement effective as of September 24, 2021 (the “ Engagement Agreement ”) to act as financial advisor in connection with, among other things, the Arrangement. Pursuant to the Engagement Agreement, the Company has requested TD Securities prepare and deliver to the special committee of the Board of Directors of MindBeacon (the “ Special Committee ”) and the Board of Directors of MindBeacon its opinion (the “ Opinion ”) as to the fairness to the MindBeacon Shareholders, from a financial point of view, of the Consideration to be received by such MindBeacon Shareholders pursuant to the Arrangement. TD Securities has not prepared a formal valuation of MindBeacon, CloudMD or any of its securities or assets and the Opinion should not be construed as such.

The terms of the Engagement Agreement provide that TD Securities will receive a fee for its services, a portion of which is payable on delivery of this Opinion and a substantial portion of which is contingent on the successful completion of the Arrangement or certain other events and will be reimbursed for its reasonable expenses. Furthermore, MindBeacon has agreed to indemnify TD Securities, in certain circumstances, against certain expenses, losses, claims, actions, suits, proceedings, investigations, damages and liabilities which may arise directly or indirectly from services performed by TD Securities in connection with the Engagement Agreement.

On November 14, 2021 TD Securities orally delivered the Opinion to the Special Committee and the Board of Directors of MindBeacon based upon and subject to the scope of review, assumptions and limitations and other matters described herein and contemplated by the Engagement Agreement. This Opinion provides the same opinion, in writing, as that given orally by TD Securities on November 14, 2021. Subject to the terms of the Engagement Agreement, TD Securities consents to the inclusion of the Opinion, in its entirety, in the Information Circular, along with a summary thereof, in a form acceptable to TD Securities, and to the filing thereof by MindBeacon with the applicable Canadian securities regulatory authorities.

CREDENTIALS OF TD SECURITIES

TD Securities is one of Canada’s largest investment banking firms with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading and investment research.

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TD Securities also has significant international operations. TD Securities has been a financial advisor in a large number of transactions involving public and private companies in various industry sectors and has extensive experience in preparing valuations and fairness opinions.

The Opinion represents the opinion of TD Securities and its form and content have been approved by a committee of senior investment banking professionals of TD Securities, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters.

RELATIONSHIP WITH INTERESTED PARTIES

Neither TD Securities nor any of its affiliated entities is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) (the “ Securities Act ”)) of MindBeacon or CloudMD or any of their respective associates or affiliates (collectively, the “ Interested Parties ”). Neither TD Securities nor any of its affiliates is an advisor to any of the Interested Parties with respect to the Arrangement other than to MindBeacon pursuant to the Engagement Agreement.

During the 24 months preceding the date on which TD Securities was first contacted with respect to the engagement of TD Securities by MindBeacon, TD Securities and its affiliates have provided ordinary course advisory or investment banking services to MindBeacon including acting as joint bookrunner on MindBeacon’s $74.8 million initial public offering on the TSX in December 2020. Other than the foregoing, TD Securities and its affiliates have not been engaged to provide any financial advisory services, have not acted as lead or co-lead manager on any offering of securities of MindBeacon, CloudMD, or any other Interested Party, and have not had a material financial interest in any transaction involving MindBeacon, CloudMD, or any other Interested Party during the 24 months preceding the date on which TD Securities was first contacted with respect to the engagement of TD Securities by MindBeacon. The Toronto-Dominion Bank (“ TD Bank ”), the parent company of TD Securities, directly or through one or more affiliates, provides banking services and other financing services to entities related to MindBeacon and CloudMD in the normal course of business.

TD Securities and its affiliates act as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have and may in the future have positions in the securities of any Interested Party, and, from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it may have received or may receive compensation. As an investment dealer, TD Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to the Arrangement, MindBeacon, CloudMD or any other Interested Party.

The fees paid to TD Securities in connection with the foregoing activities, together with the fees payable to TD Securities pursuant to the Engagement Agreement, are not financially material to TD Securities. No understandings or agreements exist between TD Securities and any Interested Party with respect to future financial advisory or investment banking business, other than those that may arise as a result of the Engagement Agreement. TD Securities may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for MindBeacon, CloudMD or any other Interested Party. TD Bank may provide or continue to provide in the future, in the ordinary course of business, banking services including loans to MindBeacon, CloudMD or any other Interested Party.

SCOPE OF REVIEW

In connection with the Opinion, TD Securities reviewed and relied upon (without attempting to verify independently the completeness or accuracy of) or carried out, among other things, the following:

a draft of the Arrangement Agreement dated November 14, 2021;
a draft of the Support and Voting Agreements dated November 14, 2021;

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audited annual financial statements of MindBeacon and management’s discussion and analysis related thereto for the year ended December 31, 2020;
interim financial statements of MindBeacon and management’s discussion and analysis related thereto for the periods ended March 31 and June 30, 2021;
draft interim financial statements of MindBeacon and management’s discussion and analysis related thereto for the period ending September 30, 2021;
long-form prospectus of MindBeacon dated December 17, 2020;
annual information form of MindBeacon for the period ending December 31, 2020;
management information circular of MindBeacon dated April 20, 2021;
audited annual financial statements of CloudMD and management’s discussion and analysis related thereto for the years ended December 31, 2019 and 2020;
interim financial statements of CloudMD and management's discussion and analysis related thereto for the periods ended March 31 and June 30, 2021;
annual information forms of CloudMD for the periods ending December 31, 2020, and December 31, 2019;
management information circulars of CloudMD dated October 18, 2021, October 27, 2020, and March 5, 2019;
internal presentations and analyses provided by MindBeacon’s management;
budgets, forecasts, projections and estimates provided for MindBeacon by or on behalf of management of MindBeacon;
various financial and operational information regarding MindBeacon prepared by and for management of MindBeacon;
various financial and operational information regarding CloudMD, including a financial forecast from Q4 2021 through 2024, prepared by and for management of CloudMD;
various research publications prepared by equity research analysts regarding selected public companies considered relevant;
public information relating to the business, operations, financial performance, and stock trading history of other selected public companies considered relevant;
public information with respect to certain other transactions of a comparable nature considered relevant;
discussions with senior management of MindBeacon with respect to the information referred to above and other issues considered relevant;
discussions with senior management of CloudMD with respect to CloudMD’s past and current business operations, financial condition, business prospects, and other issues deemed relevant;
representations contained in a certificate dated November 14, 2021 from senior officers of MindBeacon (the “ Certificate ”);
discussions with members of the Special Committee and Board of Directors of the Company;
discussions with Osler, Hoskin & Harcourt LLP, legal counsel to the Company, with respect to various legal matters relating to the Company, the Arrangement and other matters considered relevant; and

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such other corporate, industry, and financial market information, investigations and analyses as TD Securities considered necessary or appropriate in the circumstances

TD Securities has not, to the best of its knowledge, been denied access by MindBeacon to any information requested by TD Securities. TD Securities did not meet with the auditors of MindBeacon or CloudMD and has assumed the accuracy, completeness and fair presentation of, and has relied upon, without independent verification, the financial statements of MindBeacon and CloudMD and any reports of the auditors thereon.

PRIOR VALUATIONS

Senior officers of MindBeacon, on behalf of MindBeacon and not in their personal capacities, have represented to TD Securities that, among other things, to the best of their knowledge, information and belief after due inquiry, there have been no independent valuations or appraisals or material non-independent valuations or appraisals relating to MindBeacon, any of its subsidiaries or any of their respective material assets or liabilities that have been prepared within the two years preceding the date hereof and in the possession or control of MindBeacon that have not been provided to TD Securities.

ASSUMPTIONS AND LIMITATIONS

With MindBeacon’s acknowledgement and agreement as provided for in the Engagement Agreement, TD Securities has relied upon the accuracy, completeness and fair presentation in all material respects of all financial and other data and information, provided to it by or on behalf of MindBeacon, CloudMD or their respective representatives, in respect of MindBeacon or CloudMD, as the case may be, and/or their respective affiliates, or otherwise obtained by TD Securities, including the Certificate identified above (as applicable, the “ MindBeacon Information ” or the “ CloudMD Information ”, and collectively, the “ Information ”). The Opinion is conditional upon such accuracy, completeness and fair presentation in all material respects of the Information. Subject to the exercise of professional judgment, and except as expressly described herein, TD Securities has not attempted to verify independently the accuracy, completeness or fair presentation of any of the Information.

With respect to the budgets, forecasts, projections or estimates provided to TD Securities and used in its analyses, TD Securities notes that projecting future results is inherently subject to uncertainty. TD Securities has assumed, however, that such budgets, forecasts, projections or estimates provided to TD Securities and used in its analyses were prepared using the assumptions identified therein which TD Securities has been advised by MindBeacon are (or were at the time of preparation and continue to be) reasonable in the circumstances. TD Securities expresses no independent view as to the reasonableness of such budgets, forecasts, projections and estimates or the assumptions on which they are based.

Senior officers of MindBeacon, on behalf of MindBeacon and not in their personal capacities, have certified and represented to TD Securities in the Certificate, among other things, to the effect that: (a) MindBeacon has no information or knowledge of any facts public or otherwise not specifically provided to TD Securities relating to MindBeacon which would reasonably be expected to affect materially the Opinion to be given by TD Securities, including the assumptions used, procedures adopted, and scope of review undertaken or conclusion reached by TD Securities; (b) with the exception of forecasts, projections or estimates, the MindBeacon Information was, at the date of preparation, true, complete and accurate and did not contain any untrue statement of a material fact and did not omit to state a material fact necessary to make the MindBeacon Information not misleading in the light of circumstances in which it was presented; (c) with respect to the MindBeacon Information identified in (b), there have been no changes in any material facts or new material facts since the respective dates thereof which have not been disclosed to TD Securities or updated by more current information publicly filed by the Company on SEDAR, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company that has not been disclosed by the Company to TD Securities or publicly disclosed by the Company on SEDAR, and there has been no change in the MindBeacon Information or any part thereof that would have, or that could reasonably be expected to have, a material effect on the Opinion; (d) any portions of the MindBeacon Information provided to TD Securities (or filed on SEDAR) which constitute forecasts, projections or estimates were prepared using the assumptions identified therein, which, in the

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reasonable opinion of MindBeacon, are (or were at the time of preparation) reasonable in the circumstances and, subject to any updates thereto provided to TD Securities or filed by the Company on SEDAR, reflect the best currently available estimates and good faith judgments by management of the Company of the future competitive, operating and regulatory environments and related financial performance of the Company; (e) there have been no valuations or appraisals relating to MindBeacon or any affiliate or any of their respective material assets or liabilities made in the preceding 24 months and in the possession or control of MindBeacon other than those which have been provided to TD Securities or, in the case of valuations known to MindBeacon which it does not have within its possession or control, notice of which has not been given to TD Securities; (f) there have been no verbal or written offers or serious negotiations for or transactions involving any material property or assets of MindBeacon or any of its affiliates during the preceding 24 months which have not been disclosed to TD Securities; (g) since the dates on which the MindBeacon Information was provided to TD Securities (or filed on SEDAR), no material transaction has been entered into by MindBeacon or any of its affiliates; (h) other than as disclosed in the MindBeacon Information, neither MindBeacon nor any of its affiliates has any material contingent liabilities and there are no actions, suits, claims, proceedings, investigations or inquiries pending or threatened against or affecting the Arrangement, MindBeacon or any of its affiliates at law or in equity or before or by any federal, national, provincial, state, municipal or other governmental department, commission, bureau, board, agency or instrumentality which may, in any way, materially adversely affect MindBeacon or its affiliates or the Arrangement; (i) all financial material, documentation and other data concerning the Arrangement, MindBeacon and its affiliates, including any projections or forecasts provided to TD Securities, were prepared on a basis consistent in all material respects with the accounting policies applied in the most recent audited consolidated financial statements of MindBeacon; (j) there are no agreements, undertakings, commitments or understanding (whether written or oral, formal or informal) relating to the Arrangement, except as have been disclosed in complete detail to TD Securities; (k) the contents of any and all documents prepared in connection with the Arrangement for filing with regulatory authorities or delivery or communication to securityholders of MindBeacon (collectively, the “ Disclosure Documents ”) have been, are and will be true, complete and correct in all material respects and have not and will not contain any misrepresentation (as defined in the Securities Act) and the Disclosure Documents have complied, comply and will comply with all requirements under applicable laws; (l) MindBeacon has complied in all material respects with the Engagement Letter; and (m) to the best of its knowledge, information and belief after due inquiry, there is no plan or proposal for any material change (as defined in the Securities Act) in the affairs of MindBeacon which have not been disclosed to TD Securities.

In preparing the Opinion, TD Securities has made a number of assumptions, including that all final or executed versions of agreements and documents will conform in all material respects to the drafts provided to TD Securities, that all conditions precedent to the consummation of the Arrangement can and will be satisfied, that all approvals, authorizations, consents, permissions, exemptions or orders of relevant regulatory authorities, courts of law, or third parties required in respect of or in connection with the Arrangement will be obtained in a timely manner, in each case without adverse condition, qualification, modification or waiver, that all steps or procedures being followed to implement the Arrangement are valid and effective and comply in all material respects with all applicable laws and regulatory requirements, that all required documents have been or will be distributed to Shareholders in accordance with applicable laws and regulatory requirements, and that the disclosure in such documents is or will be complete and accurate in all material respects and such disclosure complies or will comply in all material respects with the requirements of all applicable laws and regulatory requirements. In its analysis in connection with the preparation of the Opinion, TD Securities made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of TD Securities, MindBeacon, CloudMD and their respective subsidiaries and affiliates or any other party involved in the Arrangement. Among other things, TD Securities has assumed the accuracy, completeness and fair presentation of and has relied upon the financial statements forming part of the Information. The Opinion is conditional on all such assumptions being correct.

The Opinion has been provided for the exclusive use of the Special Committee and Board of Directors of MindBeacon in connection with the Arrangement. The Opinion may not be used or relied upon by any other person or for any other purpose without the express prior written consent of TD Securities. The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to MindBeacon, nor does it address the underlying business decision to implement the Arrangement or

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any other term or aspect of the Arrangement or any other agreements entered into or amended in connection with the Arrangement. In considering fairness, from a financial point of view, TD Securities considered the Arrangement from the perspective of MindBeacon generally and did not consider the specific circumstances of MindBeacon Shareholders or any particular MindBeacon Shareholder, including with regard to income tax considerations.

This Opinion does not constitute a recommendation as to how any Shareholder should vote or act in any matter relating to the Arrangement or a recommendation to the Special Committee or Board of Directors of MindBeacon to enter into the Arrangement Agreement, nor should it be construed as advice to the price at which the securities of the Company and CloudMD may trade at any time.

The Opinion is rendered as of November 14, 2021 on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise, of MindBeacon, CloudMD and their respective its affiliates as they were reflected in the Information provided to TD Securities. Any changes therein may affect the Opinion and, although TD Securities reserves the right to change, withdraw or supplement the Opinion in such event, it disclaims any undertaking or obligation to advise any person of any such change that may come to its attention, or to change, withdraw or supplement the Opinion after such date. TD Securities is not an expert on, and did not provide advice to the Special Committee or Board of Directors of MindBeacon regarding, legal, accounting, regulatory or tax matters. The Opinion may not be summarized, published, reproduced, disseminated, quoted from or referred to without the express written consent of TD Securities.

The preparation of a fairness opinion, such as the Opinion, is a complex process and is not necessarily amenable to partial analysis or summary description. TD Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete or misleading view of the process underlying the Opinion. Accordingly, the Opinion should be read in its entirety.

CONCLUSION

Based upon and subject to the foregoing and such other matters that TD Securities considered relevant, TD Securities is of the opinion that, as of November 14, 2021, the Consideration to be received by MindBeacon Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such MindBeacon Shareholders.

Yours very truly,

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TD SECURITIES INC.

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APPENDIX “F” INTERIM ORDER

See attached.

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Court File No. CV-21-00673153-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE ) FRIDAY, THE 10[th] ) JUSTICE PENNY DAY OF DECEMBER, 2021 )

IN THE MATTER OF an application under section 192 of the Canada Business Corporations Act , R.S.C. 1985, c. C-44, as amended;

AND IN THE MATTER OF Rules 14.05(2), 14.05(3)(f), and 14.05(3)(g) of the Rules of Civil Procedure

AND IN THE MATTER OF a proposed arrangement of MindBeacon Holdings Inc., its Securityholders and CloudMD Software & Services Inc.

INTERIM ORDER

THIS MOTION made by the Applicant, MindBeacon Holdings Inc. (“ MindBeacon ”), for an interim order for advice and directions pursuant to section 192 of the Canada Business Corporations Act , R.S.C. 1985, c. C-44, as amended, (the “ CBCA ”) was heard via Zoom videoconference call.

ON READING the Notice of Motion, the Notice of Application issued on December 3, 2021 and the affidavit of John Plunkett sworn December 7, 2021, (the “ Plunkett Affidavit ”), including the Plan of Arrangement, which is attached as Exhibit B to the Plunkett Affidavit, and on hearing the submissions of counsel for MindBeacon and counsel for CloudMD Software & Services Inc. (the “ Purchaser ”) and on being advised that the Director appointed under the CBCA (the “ Director ”) does not consider it necessary to appear.

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Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the draft management information circular of MindBeacon (the “ Information Circular ”), which is attached as Exhibit A to the Plunkett Affidavit, or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that MindBeacon is permitted to call, hold and conduct a special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (the “ Shares ”) in the capital of MindBeacon to be held in a virtual only meeting format via live webcast at https://web.lumiagm.com/458290597 (the “ Virtual Platform ”) as described in the Information Circular on January 10, 2022 at 10:00 a.m. (Toronto time), subject to any adjournment or postponement thereof, in order for the Shareholders to consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the

“ Arrangement Resolution ”).

THIS COURT ORDERS that the Meeting shall be deemed to have taken place at the head and registered office of MindBeacon located at 801-175 Bloor Street East, North Tower Toronto, Ontario, Canada, M4W 3R8.
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the CBCA, the Notice of Meeting of Shareholders, which accompanies the Information Circular (the “ Notice of Meeting ”) and the articles and by-laws of MindBeacon, subject to what may be provided hereafter and subject to further order of this Court.

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THIS COURT ORDERS that the right for persons authorized by this Order to attend, speak and/or vote, as applicable, at the Meeting shall be satisfied by MindBeacon making available the opportunity for such persons to participate in, ask questions and/or vote, as applicable, at the Meeting by way of the Virtual Platform, the full particulars of which are set out in the Information Circular.
THIS COURT ORDERS that all Shareholders and their duly appointed proxy holders entitled to attend, speak and/or vote, as applicable, at the Meeting and who participate by way of the Virtual Platform at the Meeting shall be deemed to be present at such Meeting, and any votes validly submitted at the Meeting by way of the Virtual Platform shall be deemed to have been made in person at the Meeting.
THIS COURT ORDERS that the record date (the “ Record Date ”) for determination of the shareholders entitled to notice of, and to vote at, the Meeting shall be November 29, 2021 and will not change in respect of any adjournment or postponement of the Meeting unless required by law or the Court.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:
a) the registered Shareholders and duly appointed proxyholders;
b) the officers, directors, auditors and advisors of MindBeacon;
c) representatives and advisors of the Purchaser;
d) the Director; and

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e) other persons who may receive the permission of the Chair of the Meeting.

THIS COURT ORDERS that MindBeacon may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by MindBeacon and that quorum at the Meeting shall be met if not less than 25% of the shares entitled to vote at the Meeting are present in person (virtually) or represented by proxy.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that MindBeacon is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 12, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 15 and 16 hereof and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.
THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement as referred to in paragraph 11, above, would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the

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Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as MindBeacon may determine.

Amendments to the Information Circular

THIS COURT ORDERS that MindBeacon is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraphs 15 and 16.

Adjournments and Postponements

THIS COURT ORDERS that MindBeacon, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as MindBeacon may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, subject to the extent section 253(4) of the CBCA is applicable, in order to effect notice of the Meeting, MindBeacon shall send the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional

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documents as MindBeacon may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “ Meeting Materials ”), to the following:

a) the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:
i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of MindBeacon, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of MindBeacon;
ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or
iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of MindBeacon, who requests such transmission in writing and, if required by MindBeacon, who is prepared to pay the charges for such transmission;
b) non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 – Communication with Beneficial

Owners of Securities of a Reporting Issuer ; and

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c) the respective directors and auditors of MindBeacon, and to the Director appointed under the CBCA, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that, MindBeacon is hereby directed to distribute the Information Circular (including the Notice of Application, and this Interim Order), and any other communications or documents determined by MindBeacon to be necessary or desirable (collectively, the “ Court Materials ”) to the holders of MindBeacon options (“ Options ”), deferred share units (“ DSUs ”), restricted share units (“ RSUs ”), and performance share units (“ PSUs ”) by any method permitted for notice to Shareholders as set forth in paragraphs 15.a) or 15.b) above concurrently with the distribution described in paragraph 15 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of MindBeacon or its registrar and transfer agent at the close of business on the Record Date.
THIS COURT ORDERS that accidental failure or omission by MindBeacon to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of MindBeacon, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such

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failure or omission is brought to the attention of MindBeacon, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

THIS COURT ORDERS that MindBeacon is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as MindBeacon may determine in accordance with the terms of the Arrangement Agreement (“ Additional Information ”), and that notice of such Additional Information may, subject to paragraph 12, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as MindBeacon may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 15 and 16 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 15 and 16 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 12, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that MindBeacon is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as MindBeacon may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. MindBeacon is authorized, at its

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expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. MindBeacon may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if MindBeacon deems it advisable to do so.

THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 148(4) of the CBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to s.148(4)(a)(i) of the CBCA: (a) may be deposited at the registered office of MindBeacon or with the transfer agent of MindBeacon as set out in the Information Circular; and (b) any such instruments must be received by MindBeacon or its transfer agent not later than 10:00 am on January 6, 2022, or in the event that the Meeting is adjourned or postponed, no later than fortyeight (48) hours, excluding Saturdays, Sundays, and holidays, before any reconvened or postponed Meeting.

Voting

THIS COURT ORDERS that the only persons entitled to vote in person (virtually) or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold Shares of MindBeacon as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

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23. THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one

vote per Share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(i) an affirmative vote of at least two-thirds (66[2] /3%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person (virtually) or by proxy by the Shareholders; and
(ii) a simple majority of the votes cast in respect of the Arrangement Resolution at the Meeting in person (virtually) or proxy by the Shareholders, other than those of Dan Clark, or their related parties or joint actors, or any other person required to be excluded for the purpose of such vote under section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Regulatory Authorities, but subject to the exemptions noted therein and any exemptions granted thereunder.

Such votes shall be sufficient to authorize MindBeacon to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting MindBeacon (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Share held.

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Dissent Rights

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 190 of the CBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 190(5) of the CBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to MindBeacon in the form required by section 190 of the CBCA and the Arrangement Agreement, which written objection must be received by MindBeacon at 801-175 Bloor Street East, North Tower Toronto, Ontario, Canada, M4W 3R8, Attention: John Plunkett not later than 5:00 p.m. (Toronto time) on January 6, 2022 (or 5:00 p.m. (Toronto time) on the day which is two (2) Business Days immediately preceding any adjourned or postponed Meeting) and must otherwise strictly comply with the requirements of the CBCA. For purposes of these proceedings, the “court” referred to in section 190 of the CBCA means this Court.
THIS COURT ORDERS that, notwithstanding section 190(3) of the CBCA, the Purchaser, not MindBeacon, shall be required to offer to pay fair value, as of the day prior to approval of the Arrangement Resolution, for Shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Arrangement Agreement or Plan of Arrangement. In accordance with the Plan of Arrangement and the Information Circular, all references to the “corporation” in subsections 190(3) and 190(11) to 190(26), inclusive, of the CBCA (except for the second reference to the “corporation” in subsection 190(12) and the two references to the “corporation” in subsection 190(17)) shall be deemed to refer to “Purchaser” in place of the “corporation”, and Purchaser

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shall have all of the rights, duties and obligations of the “corporation” under subsections 190(11) to 190(26), inclusive, of the CBCA.

THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 25 above and who:
i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Shares, shall be deemed to have transferred those Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to the Purchaser for cancellation in consideration for a payment of cash from the Purchaser equal to such fair value; or
ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall MindBeacon, the Purchaser or any other person be required to recognize such Shareholders as holders of Shares at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from MindBeacon’s register of holders of Shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, MindBeacon may apply to this

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Court for final approval of the Arrangement at a hearing at which the substantive and procedural fairness of the Arrangement is considered and at which the Shareholders, holders of Options, DSUs, PSUs, and RSUs, have the right to appear, subject to paragraph 31.

THIS COURT ORDERS that distribution of the Notice of Application and the Interim

Order in the Information Circular, when sent in accordance with paragraphs 15 and 16 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 30.

THIS COURT ORDERS that any Notice of Appearance served in response to the

Notice of Application shall be served on the solicitors for MindBeacon, with a copy to counsel for the Purchaser, as soon as reasonably practicable, and, in any event, no less than two (2) days before the hearing of this Application at the following addresses:

OSLER, HOSKIN & HARCOURT LLP

Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Attn: Craig Lockwood / Lauren Harper Tel: (416) 862-5988 / (416) 862-4288 Fax: (416) 862-6666 [email protected] / [email protected]

CASSELS, BROCK & BLACKWELL LLP

Suite 2100, Scotia Plaza 40 King Street West Toronto, ON, M5H 3C2 Attn: Stephanie Voudouris Tel : (416) 860-6617 Fax: (416) 360-8877 [email protected]

THIS COURT ORDERS that, subject to further order of this Court, the only persons

entitled to appear and be heard at the hearing of the within application shall be:

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i) MindBeacon;
ii) the Purchaser;
iii) the Director; and
iv) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure .
THIS COURT ORDERS that any materials to be filed by MindBeacon in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 30 shall be entitled to be given notice of the adjourned date.

Service and Notice

THIS COURT ORDERS that MindBeacon and its counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to the Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

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Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Shares, the Options, DSUs, RSUs, or PSUs of MindBeacon, or the articles or by-laws of MindBeacon, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

Variance

THIS COURT ORDERS that MindBeacon shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

Enforceability

THIS COURT ORDERS that this Interim Order is effective and enforceable once signed without any further need for entry and filing.

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APPENDIX “G” NOTICE OF APPLICATION FOR THE FINAL ORDER

See attached.

“G” - 1

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Court File No.

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED;

AND IN THE MATTER OF RULES 14.05(2), 14.05(3)(f), AND 14.05(3)(g) OF THE RULES OF CIVIL PROCEDURE;

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF MINDBEACON HOLDINGS INC., ITS SECURITYHOLDERS AND CLOUDMD SOFTWARE & SERVICES INC.

MINDBEACON HOLDINGS INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing

In person

By telephone conference

By video conference

before a Judge presiding over the Commercial List on January 12, 2022 at 9:30 a.m. or as soon after that time as the application may be heard.

IF YOU WISH TO OPPOSE THIS APPLICATION , to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant's lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION , you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant's lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but not later than 2 p.m. on the day before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date December 3, 2021 Issued by Local registrar Address of 330 University Avenue court office Toronto, Ontario M5G 1R7

TO: ALL HOLDERS OF COMMON SHARES OF MINDBEACON HOLDINGS INC.

AND TO: ALL HOLDERS OF OPTIONS TO PURCHASE COMMON SHARES OF MINDBEACON HOLDINGS INC.
AND TO: ALL HOLDERS OF RESTRICTED SHARE UNITS OF MINDBEACON HOLDINGS INC.
AND TO: ALL HOLDERS OF PERFORMANCE SHARE UNITS OF MINDBEACON HOLDINGS INC.
AND TO: THE HOLDERS OF DEFERRED SHARE UNITS OF MINDBEACON HOLDINGS INC.
AND TO: THE DIRECTORS OF MINDBEACON HOLDINGS INC.
AND TO: THE AUDITOR OF MINDBEACON HOLDINGS INC.

AND TO: THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT Corporations Canada C.D. Howe Building West Tower, 7th Floor 235 Queen Street

Ottawa, ON K1A 0H5

AND TO: CASSELS, BROCK & BLACKWELL LLP Suite 2100, 40 King St W Toronto, ON M5H 3C2 Stephanie Voudouris LSO#: 65752M Tel. 416.860.6617 Fax 416.642.7145 Lawyers for CloudMD Software & Services Inc.

APPLICATION

1. THE APPLICANT, MINDBEACON HOLDINGS INC. MindBeacon MAKES APPLICATION FOR:

(a) an interim order for advice and directions under section 192(4) of the Canada Business Corporations Act , R.S.C. 1985, c. C-44, as amended (the CBCA ), with respect to Meeting lders Shares
to Arrangement ) under a plan of arrangement (the Plan of Arrangement involving MindBeacon, its securityholders and the
purchaser CloudMD Software & Services Inc. ( Purchaser );
(b) a final order approving the Arrangement, pursuant to sections 192(3) and 192(4) of the CBCA;
(c) an order abridging the time and dispensing with the requirements for service of the application materials herein; and
(d) such further and other relief as this Court may deem just.

2. THE GROUNDS FOR THE APPLICATION ARE:

(a) MindBeacon is a corporation incorporated pursuant to the CBCA that provides a continuum of mental healthcare that includes self-guided psychoeducational and wellness content, Peer-to-Peer Support, Therapist Guided Programs and Live Therapy Sessions all offered virtually through its secure and private platform;
(b) the Shares are listed on the Toronto Stock Exchange;
(c) MindBeacon also has options Options , performance share units PSUs , and deferred share units DSUs outstanding. MindBeacon does not currently have any restricted share units RSUs outstanding, however the effect of the arrangement on any RSUs outstanding immediately prior to the effective time is described in the Plan of Agreement (together with the effect of the arrangement on the outstanding Options, PSUs and DSUs);
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(d) the Purchaser is a corporation incorporated pursuant to the Business Corporations Act (British Columbia), SBC 2002, c 57;
(e) the Purchaser is in the business of digitizing the delivery of healthcare by providing a patient-centric approach, with an emphasis on continuity of care. By leveraging healthcare technology, the Purchaser is building one, connected platform that addresses all points of a better access to care and improved outcomes;
(f) the principal purpose of the Arrangement is to, among other things, effect the acquisition by the Purchaser of all the issued and outstanding Shares in exchange for: (i) $1.22 in cash per Share, and (ii) 2.285 of validly issued, fully paid and nonassessable common shares of the Purchaser per Share;
(g) pursuant to the Arrangement, in general terms, each Option, RSU, DSU and vested PSU outstanding immediately prior to the effective time shall be deemed to be unconditionally vested, assigned, and transferred to MindBeacon in exchange for Shares as set out in the Arrangement, and such Shares will then be acquired by the Purchaser pursuant to the terms of the Arrangement;
(h) the Arr
(i) MindBeacon is not insolvent within the meaning of s. 192(2) of the CBCA;
(j) it is not practicable for MindBeacon to effect a fundamental change in the nature of the Arrangement other than pursuant to section 192 of the CBCA;
(k) all statutory conditions under the CBCA have been or will be fulfilled by the return date of this application for final approval;
(l) the Arrangement and application is put forward in good faith and for a valid business purpose;
(m) the Arrangement is substantively and procedurally fair and reasonable to the parties affected;
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(n) certain of the holders of equity in MindBeacon and other interested persons are resident outside of Ontario and will be served at their addresses as they appear on the books and records of MindBeacon pursuant to rules 17.02(n) of the Rules of Civil Procedure and/or pursuant to the terms of any Interim Order this Court may grant;
(o) this application has a material connection to the Toronto Region in that, among other things, (i) MindBeacon is a CBCA corporation with its head and registered office located in Toronto; (ii) and the Shares are listed for trading on the TSX; and (iii) the auditors for MindBeacon are located in Toronto;
(p) if made, the final order approving, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement, will constitute the basis for reliance on the exemption available under section 3(a)(10) of the United States Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder and pursuant to similar exemptions under applicable U.S. state securities laws;
(q) section 192 of the CBCA;
(r) Rules 1.04, 1.05, 3.02, 14.05, 16.04, 17.02, 37, 38, and 39 of the Rules of Civil Procedure ; and
(s) such further and other grounds as counsel may advise and this Court may permit.

3. THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE APPLICATION:

(a) affidavit(s) to be sworn on behalf of MindBeacon, with exhibits thereto; and
(b) such further and other materials as counsel may advise and this Court may permit.
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December 3, 2021

OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto, ON M5X 1B8

Craig T. Lockwood (LSO#: 46668M) Lauren Harper (LSO#:70606L) Tel: (416) 362-2111 Fax: (416) 862-6666

Lawyers for the Applicant, MindBeacon Holdings Inc.

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IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THECANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED; AND IN THE MATTER OF RULES 14.05(2),14.05(3)(f), AND 14.05(3)(g) OF THE RULES OF CIVIL PROCEDURE; AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF MINDBEACON HOLDINGS INC., ITS SECURITYHOLDERS AND CLOUDMD SOFTWARE & SERVICES INC. MINDBEACON HOLDINGS INC., APPLICANT Court File No.	*ONTARIO* SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) PROCEEDING COMMENCED AT TORONTO NOTICE OF APPLICATION OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto, Canada M5X 1B8 Craig T. Lockwood (LSO#: 46668M) Lauren Harper (LSO#: 58887N) Tel: (416) 862-5988 Fax: (416) 862-6666 Lawyers for the Applicant, MindBeacon Holdings Inc.	NOTICE OF APPLICATION	OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto, Canada M5X 1B8 Craig T. Lockwood (LSO#: 46668M) Lauren Harper (LSO#: 58887N) Tel: (416) 862-5988 Fax: (416) 862-6666 Lawyers for the Applicant, MindBeacon Holdings Inc.

APPENDIX “H” SECTION 190 OF THE CBCA

Right to dissent

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
(c) amalgamate otherwise than under section 184;
(d) be continued under section 188;
(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or
(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

“H” - 1

Demand for payment

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder’s rights are reinstated as of the date the notice was sent.

Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

“H” - 2

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and
(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

“H” - 3

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

“H” - 4

APPENDIX “I” COMPARISON OF RIGHTS OF MINDBEACON SHAREHOLDERS AND CLOUDMD SHAREHOLDERS

The following is a summary of certain differences between the BCBCA and the CBCA, but it is not intended to be a comprehensive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and shareholders should consult their own legal or other professional advisors with regard to all of the implications of the Arrangement which may be of importance to them.

Charter Documents

Under the CBCA, the charter documents consist of a corporation’s articles of incorporation, which set forth, among other things, the name of the corporation and the amount and type of authorized capital, and by-laws, which govern the management of the corporation.

Under the BCBCA, the charter documents consist of a notice of articles, which sets forth, among other things, the name of the corporation and the amount and type of authorized capital, and articles, which govern the management of the corporation.

Amendments to Charter Documents

Under the CBCA, changes to the by-laws of the corporation generally require shareholder approval by ordinary resolution. Fundamental changes to the articles of a corporation, such as an alteration of special rights and restrictions attached to the issued shares or a proposed amalgamation or continuation of a corporation out of the jurisdiction, generally require special resolutions passed by not less than 66⅔% of the votes cast by the shareholders voting on the resolutions authorizing the alteration at a special meeting of shareholders and, in certain instances, where the rights of the holders of a class or series of shares are affected differently by the alteration than those of the holders of other classes or series of shares, special resolutions passed by not less than 66⅔% of the votes cast by the holders of shares of each class or series so affected, whether or not they are otherwise entitled to vote.

Under the BCBCA, a corporation may amend its articles or notice of articles by (i) the type of resolution specified in the BCBCA, (ii) if the BCBCA does not specify a type of resolution, then by the type of resolution specified in the corporation’s articles, or (iii) if neither the BCBCA nor the corporation’s articles specify a resolution, then by special resolution. A special resolution must be passed by (i) the majority of votes that the articles specify is required for the corporation to pass a special resolution, provided that such majority is at least 66⅔% and not more than 75% of the votes cast on such resolution, or (ii) if the articles do not contain such a provision, 66⅔% of the votes cast on the resolution. Certain other fundamental changes, including continuances out of the jurisdiction and certain amalgamations also require approval by at least a special majority of shareholders. In addition, a right or special right attached to issued shares must not be prejudiced or interfered with under the BCBCA or a corporation’s notice of articles or articles unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of those shareholders.

Sale of Undertaking

The CBCA requires approval of the holders of shares of each class or series of a corporation represented at a duly called meeting by not less than 66⅔% of the votes cast upon special resolutions for a sale, lease or exchange of all or substantially all of the property (as opposed to the “undertaking”) of a corporation, other than in the ordinary course of business of the corporation. If such a transaction would affect a particular class or series of shares of the corporation in a manner different from the shares of another class or series of the corporation entitled to vote on such transaction, the holders of such first mentioned class or series of shares, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series.

Under the BCBCA, a corporation may sell, lease or otherwise dispose of all or substantially all of the undertaking of the corporation if it does so in the ordinary course of its business or if it has been authorized to do so by special resolution passed by the majority of votes that the articles of the corporation specify is required, if that specified majority is at least 66⅔% and not more than 75% of the votes cast on the resolutions, or, if the articles do not contain such a provision, special resolutions passed by at least 66⅔% of the votes cast on the resolutions.

“I” - 1

Comparison of Rights of Dissent and Appraisal

Under the CBCA, shareholders who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. Subject to specified exceptions, dissent rights may be exercised by a holder of shares of any class or series of shares entitled to vote where a corporation is subject to an order of the court permitting such shareholder to dissent or where a corporation proposes to:

(a) amend its articles to add, change or remove any provision restricting or constraining the issue or transfer of shares of that class;
(b) amend its articles to add, change or remove any restrictions on the business or businesses that the corporation may carry on;
(c) enter into certain statutory amalgamations;
(d) continue out of the jurisdiction;
(e) sell, lease or exchange all or substantially all of its property, other than in the ordinary course of business;
(f) carry out a going-private transaction or squeeze-out transaction; or
(g) amend its articles to alter the rights or privileges attaching to shares of any class where such alteration triggers a class vote.

Under the BCBCA, shareholders who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right may be exercised by a shareholder, whether or not their shares carry the right to vote, where a corporation proposes to:

(a) amend its articles to alter restrictions on the powers of the corporation or on the business that the corporation is permitted to carry on;
(b) adopt an amalgamation agreement;
(c) continue out of the jurisdiction;
(d) sell, lease or otherwise dispose of all or substantially all of the corporation’s undertaking;
(e) adopt a resolution to approve an amalgamation into a foreign jurisdiction; or
(f) adopt a resolution to approve an arrangement, the terms of which arrangement permit dissent.

In certain circumstances, the BCBCA also permits shareholders to dissent in respect of a resolution if dissent is authorized by such resolution, or if permitted by court order.

Oppression Remedies

The CBCA contains rights that are broader than the BCBCA in that they are available (without seeking leave from a court) to a larger class of complainants. Under the CBCA, a registered shareholder, former registered shareholder, beneficial owner of shares, former beneficial owner of shares, director, former director, officer and former officer of a corporation or any of its affiliates, the Director under the CBCA, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, may apply to a court for an order to rectify the matters complained of where, in respect of a corporation or any of its affiliates, (i) any act or omission of the corporation or its affiliates effects a result, (ii) the business or affairs of the corporation or its affiliates are, or have been, carried on or conducted in a manner, or (iii) the powers of the directors of the corporation or any of its affiliates are, or have been, exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer.

Under the BCBCA, a shareholder (including a beneficial shareholder and any other person a court considers to be appropriate) of a corporation has the right to apply to a court on the ground that: (i) the affairs of the corporation are being or

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have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant or (ii) some act of the corporation has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant. On such an application and if the court is satisfied that the application was brought in a timely manner, the court may make such order as it sees fit with a view to remedying or bringing an end to the matters complained of, including, among other things, an order to prohibit any act proposed by the corporation.

Shareholder Derivative Actions

The CBCA extends rights to bring a derivative action to a broad range of complainants as it affords the right to a registered shareholder, former registered shareholder, beneficial owner of shares, former beneficial owner of shares, director, former director, officer and a former officer of a corporation or any of its affiliates, the Director appointed under the CBCA, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the CBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries. No leave may be granted unless the court is satisfied that:

(a) the complainant has given at least 14 days’ notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court if the directors of the corporation or its subsidiary do not bring, diligently prosecute, defend or discontinue the action;
(b) the complainant is acting in good faith; and
(c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

Under the BCBCA, a complainant, being a shareholder (including a beneficial shareholder and any other person a court considers to be appropriate) or director of a corporation may, with leave of the court, bring an action in the name and on behalf of the corporation to enforce a right, duty or obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such a right, duty or obligation. Similarly, a complainant may, with leave of the court and in the name and on behalf of the corporation, defend an action against a corporation. Under the BCBCA, a court may grant leave if:

(a) the complainant has made reasonable efforts to cause the directors of the corporation to prosecute or defend the legal proceeding;
(b) notice of the application for leave has been given to the corporation and to any other person the court may order;
(c) the complainant is acting in good faith; and
(d) it appears to the court that it is in the best interests of the corporation for the legal proceeding to be prosecuted or defended.

Short Selling

Under the CBCA, insiders of a corporation are prohibited from short selling any securities of the corporation. The BCBCA has no such restriction.

Place of Meetings

Subject to certain exceptions, the CBCA provides that meetings of shareholders shall be held at any place within Canada provided by the by-laws, or in the absence of such a provision, at the place within Canada that the directors determine. Meetings of shareholders may be held outside of Canada if the place is specified in the articles or if all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

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Under the BCBCA, general meetings of shareholders are to be held in British Columbia, or may be held at a location outside of British Columbia if:

(a) the location is provided for in the articles;
(b) the articles do not restrict the corporation from approving a location outside of British Columbia and the location is approved by the resolutions required by the articles for that purpose, or, if no resolutions are specified, then approved by ordinary resolution before the meeting is held; or
(c) the location is approved in writing by the British Columbia registrar of companies before the meeting is held.

Under the CBCA, fully virtual meetings of shareholders are permitted. Unless the corporation’s by-laws provide otherwise, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility.

Under the BCBCA, the corporation may first require an order of the court to hold a fully virtual meeting of shareholders. Hybrid shareholder meetings, which comprise both of an in-person and virtual element, are permitted under the BCBCA. Unless the memorandum or articles of a corporation provide otherwise, any person entitled to attend a meeting of shareholders may do so by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

Requisition of Meetings

The CBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

The BCBCA provides that one or more shareholders of a corporation holding not less than 5% of the issued voting shares of the corporation may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months of receiving the requisition. Subject to certain exceptions, if the directors do not call such a meeting within 21 days of receiving the resolution, any one or more of the requisitioning shareholders who hold not less than 2.5% of the issued shares carrying the right to vote may call a meeting.

Shareholder Proposals

Under the CBCA, a registered or beneficial shareholder may submit a proposal, although the registered or beneficial shareholder must either: (i) have owned for at least six months not less than 1% of the total number of voting shares or voting shares with a fair market value of at least $2,000, or (ii) have the support of persons who, in the aggregate, have owned for at least six months not less than 1% of the total number of voting shares or voting shares with a fair market value of at least $2,000.

Under the BCBCA, in order for one or more registered or beneficial shareholders to be entitled to submit a proposal, they must have held voting shares for an uninterrupted period of at least two years before the date the proposal is signed by the shareholders. In addition, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of (i) at least 1% of the corporation’s voting shares, or (ii) shares with a fair market value exceeding an amount prescribed by regulation (at present, $2,000).

Director Residency Requirements

The CBCA requires a distributing corporation whose shares are held by more than one person to have a minimum of three directors, but it also requires that at least one-quarter of the directors be resident Canadians. If a corporation has less than four directors, at least one director must be a resident Canadian. Subject to certain exceptions, an individual has to be a Canadian citizen or permanent resident ordinarily resident in Canada to be considered a resident Canadian under the CBCA.

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The BCBCA provides that a reporting corporation must have a minimum of three directors and does not impose any residency requirements on the directors.

Removal of Directors

The CBCA provides that the shareholders of a corporation may remove one or more directors by an ordinary resolution at an annual meeting or special meeting. The CBCA further provides that where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

The BCBCA provides that the shareholders of a corporation may remove one or more directors by a special resolution or, if the articles so provide, by a lower proportion of shareholders or by some other method. The BCBCA further provides that if holders of a class or series of shares have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a special separate resolution of the shareholders of that class or series or, if the articles so provide, by a majority of votes that is less than the majority of votes required to pass a special separate resolution or by some other method.

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QUESTIONS? NEED HELP VOTING?

CONTACT US

North American Toll Free Phone 1.888.302.5677

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AI assistant

Marvel Biosciences Corp. — Proxy Solicitation & Information Statement 2021

47732_rns_2021-12-16_f4913de8-2e75-4ab1-a17f-e134ef6d4635.pdf

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

and

CLOUDMD SOFTWARE & SERVICES INC.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Dear Shareholders,

THE TRANSACTION

BOARD RECOMMENDATION

REASONS FOR THE ARRANGEMENT

SUPPORT AGREEMENTS

APPROVAL REQUIREMENTS

MINDBEACON HOLDINGS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

Introduction

Information Concerning the Purchaser

Forward-looking Statements

Notice to Securityholders in the United States

Currency

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

Questions Relating to the Arrangement

Q. What is the proposed transaction?

Q. What are the reasons for the proposed transaction?

Q. Why is the Company being sold at this time?

Q. Did the Special Committee and the Board of Directors undertake a comprehensive process to review all of the strategic alternatives available in making its determination that the Arrangement is in the best interests of the Company and its stakeholders and fair to the Shareholders?

Q. Has the Special Committee unanimously approved the Arrangement?

Q. Has the Board of Directors unanimously approved the Arrangement?

Q. Did the Special Committee and Board of Directors of the Company receive a Fairness Opinion?

Q. Does the Board of Directors recommend that I vote FOR the Arrangement Resolution?

Q. Who has agreed to support the Arrangement?

Q. What percentage of the Purchaser will securityholders of MindBeacon own following completion of the Arrangement?

Q. What is required for the Arrangement to become effective?

Q. When do you expect the Arrangement to be completed?

Q. Where will the shares of the Purchaser be listed?

Q. Who will be the directors and officers of the Purchaser following completion of the Arrangement?

Q. Why am I being asked to approve the Arrangement Resolution?

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

See “ Risk Factors – Risk Factors Relating to the Arrangement ”.

Q. What are the risks that the Company may face if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q. What are the Canadian federal income tax considerations of the Arrangement?

Questions Relating to the MindBeacon Special Meeting of Shareholders

Q. Why did I receive this Information Circular?

Q. How and when is the Meeting being held?

Q. How do I attend the Meeting?

Q. Am I entitled to vote?

Q. What am I voting on?

Q. What constitutes quorum for the Meeting?

Q. How many Shares are entitled to be voted?

Q. What if I acquire ownership of Shares after the Record Date?

Q. What if amendments are made to these matters or if other business matters are brought before the Meeting?

Q. Am I a Registered Shareholder?

Q. Am I a Non-Registered Shareholder (also commonly referred to as a beneficial shareholder)?

Q. How do I vote if I am a Registered Shareholder?

Q. How do I vote if I am a Non-Registered Shareholder (Beneficial Shareholder)?

Q. How do I vote if I am both a Registered Shareholder and a Non-Registered Shareholder?

Q. Who is soliciting my proxy?

Q. Who votes my Shares and how will they be voted if I return a proxy form?

IN THE ABSENCE OF ANY SUCH INSTRUCTION, SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

Q. Can I appoint someone other than those named in the enclosed proxy forms to vote my Shares?

Q. What if my Shares are registered in more than one name or in the name of a company?

Q. Can I revoke a proxy or voting instruction?

Q. Are the Shareholders of the Purchaser required to approve the Arrangement?

Q. Should I send in my proxy now?

Q. Who is responsible for counting and tabulating the votes by proxy?

Q. What if I have other questions?

SUMMARY

The Meeting

Meeting and Record Date

How to Attend the Meeting

The Arrangement Resolution

Voting at the Meeting

Background to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board of Directors

Marvel Biosciences Corp. Proxy Solicitation & Information Statement 2021