Next Hydrogen Solutions Inc. — M&A Activity 2021

Mar 11, 2021

AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENT

This AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENT (the “ Amendment ”), is made and entered into as of March 7, 2021 (the “ Amendment Date ”), by and between BIOHEP TECHNOLOGIES LTD., a British Columbia company (“ BioHep ”); 1291549 B.C. LTD., a British Columbia company (“ BC1291549 ”); and NEXT HYDROGEN CORPORATION, an Ontario company (“ Next Hydrogen ”). For purposes of this Amendment: (1) each of BioHep, BC1291549, and Next Hydrogen is sometimes individually referred to as a “ Party ” and, collectively, as the “ Parties ”.

RECITALS

A. BioHep and BC1291549 are parties to that certain Arrangement Agreement, dated March 3, 2021 (collectively, the “ Original Agreement ”).

B. Pursuant to the terms and conditions of the Original Agreement, BioHep agreed to transfer certain assets and liabilities to BC1291549 in consideration for the number of BC12591549 common shares equal to the then issued and outstanding number of BioHep common shares.

C. BioHep and BC12591549 have agreed to amend the terms and conditions of the Original Agreement to supersede and replace certain specific terms and conditions with those contained in this Amendment to the Arrangement Agreement.

D. Pursuant to Article 7.1 of the Original Agreement, the Original Agreement may be amended only by prior written agreement signed by the Parties.

E. The Parties seek to amend the Original Agreement pursuant to the terms and conditions set forth in this Amendment.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, conditions, and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Conflicting Terms; Capitalized Terms; Binding Effect. Except as expressly provided in this Amendment, the Original Agreement will remain unchanged and in full force and effect and its terms are incorporated into this Amendment by this reference. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Original Agreement, this Amendment will govern. Capitalized terms used but not otherwise defined in this Amendment will have the meanings assigned to such terms in the Original Agreement. This Amendment will be binding upon the Parties, and their respective successors and assigns, and will inure to the benefit of each Party and its successors and assigns.

2. Section 1.1 of the Original Agreement is hereby amended to include the following subsections:

1.1(p) “BioHep Share Commitments” is deleted in its entirety and replaced with; 1.1(p) “BioHep Replacement Option” means an option to acquire a New Share to be issued by BioHep to a holder of a BioHep Option pursuant to §3.1(e) of the Plan of Arrangement;

1. BioHep Stock Options. Subsection 3.4 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

BioHep Stock Options. The parties acknowledge that pursuant to the Arrangement, each BioHep Option then outstanding to acquire one BioHep Share shall be transferred and exchanged for:

• (a) one BioHep Replacement Option to acquire one New Share having an exercise price equal to the product of the original exercise price of the BioHep Option multiplied by the fair market value of a New Share at the Effective Time divided by the total of the fair market value of a New Share and the fair market value of a BC SubCo Share at the Effective Time; and

• (b) one BC SubCo option to acquire one BC SubCo Share having an exercise price equal to the product of the original exercise price of the BioHep option multiplied by the fair market value of a BC SubCo Share at the Effective Time divided by the total of the fair market value of one New Share and one BC SubCo Share at the Effective Time,

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the BioHep Replacement Option and the BC SubCo option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the BioHep Option so exchanged and solely with respect to U.S taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of BioHep Options; and BC SubCo agrees to promptly issue BC SubCo Shares upon the due exercise of BC SubCo options.

“ In the Money Amount ” at a particular time with respect to a BioHep Option, BioHep Replacement Option or BC SubCo option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time.

1. Schedule “A” to the Arrangement Agreement. Article 3 of the Plan of Arrangement

attached as Schedule “A” to the Arrangement Agreement is hereby amended and restated in its entirety to read as follows: 3.1 On the Effective Date, the following shall occur and be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the Parties, but subject to the provisions of Article 6:

• (a) Each BioHep Share in respect of which a BioHep Shareholder has exercised Dissent Rights and for which the BioHep Shareholder is ultimately entitled to be paid fair value (each a “ Dissent Share ”) shall be repurchased by BioHep for cancellation in consideration for a debt-claim against BioHep (a “ Debt Claim ”) and such Dissent Share shall thereupon be cancelled. For greater certainty, any and all Debt Claims shall form part of the Assets and Liabilities.

• (b) BioHep will transfer the Assets and Liabilities to BC SubCo in consideration for the number of BC SubCo Shares (the “ Distributed BC SubCo Shares ”) equal to the then issued and outstanding number of BioHep Shares less 100. The issuance

of the Distributed BC SubCo Shares to BioHep will be reflected in the central securities register of BC SubCo;

(c) The authorized share structure of BioHep will be reorganized and altered by:

• (i) renaming and redesignating all of the issued and unissued BioHep Shares as “Class A common shares without par value” and attaching special rights and restrictions to those shares, being the “BioHep Class A Shares”, and

• (ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of BioHep Shares immediately prior to the Effective Time, being the “ New BioHep Shares ”; and

• (iii) adding a clause to the special rights and restrictions that dividends may be paid on one class of shares entitled to dividends to the exclusion of any other class of shares entitled to dividends.

• (d) BioHep’s Notice of Articles (the “ Notice of Articles ”) will be amended to reflect the above alterations to its share structure;

• (e) Each BioHep Option then outstanding to acquire one BioHep Share shall be deemed to be exchanged for:

• (i) One BioHep Replacement Option to acquire one New BioHep Share having an exercise price equal to the product of the original exercise price of the BioHep Option multiplied by the fair market value of a New BioHep Share at the Effective Time divided by the total of the fair market value of a New BioHep Share and the fair market value of a BC SubCo Share at the Effective Time; and

• (ii) one BC SubCo option to acquire one BC SubCo Share having an exercise price equal to the product of the original exercise price of the BioHep Option multiplied by the fair market value of a BC SubCo Share at the Effective Time divided by the total of the fair market value of one New BioHep Share and one BC SubCo Share at the Effective Time;

• (f) Each BioHep Class A Share will be exchanged for (i) one New BioHep Share and (ii) one BC SubCo Share, and:

• (i) the holders of the BioHep Class A Shares will be removed from BioHep’s central securities register with respect to the BioHep Class A Shares and shall be added to BioHep’s central securities register as the holder of such number of New BioHep Shares and to BC SubCo’s central securities register as the holder of such number of BC SubCo Shares;

• (ii) all of the BioHep Class A Shares will be cancelled; and

• (iii) the aggregate paid-up capital of the New BioHep Shares will be equal to the amount by which the aggregate paid-up capital of the BioHep Shares

immediately prior to the Effective Time exceeds the fair market value of the BC SubCo Shares distributed pursuant to the Plan of Arrangement; and

• (g) The authorized share structure of BioHep will be changed by eliminating the BioHep Class A Shares, and the Notice of Articles will be amended to reflect such alteration.

• 3.2 No Fractional Shares or Options . Notwithstanding any other provision of this Arrangement, while each BioHep Shareholder’s fractional shares and each holder of BioHep Option’s fractional options, respectively, will be combined, no fractional BC SubCo Shares shall be distributed to the BioHep Shareholders and no fractional BioHep Options shall be distributed to the holders of BioHep Options, and, as a result, all fractional amounts arising under this Plan of Arrangement shall be rounded down to the next whole number without any compensation therefor. Any BC SubCo Shares not distributed as a result of so rounding down shall be cancelled by BC SubCo.

• 3.3 Deemed Fully Paid and Non-Assessable Shares . All New BioHep Shares, BioHep Class A Shares and BC SubCo Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

• 3.4 Supplementary Actions . Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of BioHep and BC SubCo shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in §3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.

• 3.5 Withholding . Each of BioHep, BC SubCo and the Depositary shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New BioHep Shares, BC SubCo Shares, BioHep Replacement Options or BC SubCo Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New BioHep Shares or BC SubCo Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.

• Schedule “A” to the Arrangement Agreement. Article 4 of the Plan of Arrangement attached as Schedule “A” to the Arrangement Agreement is hereby amended and restated in its entirety to read as follows:

• 4.1 BioHep Class A Shares . Recognizing that the BioHep Shares shall be renamed and redesignated as BioHep Class A Shares pursuant to §3.1(c)(i) and that the BioHep Class A Shares shall be exchanged partially for New BioHep Shares

pursuant to §3.1(f), BioHep shall not issue replacement share certificates representing the BioHep Class A Shares.

• 4.2 BCSubCo Share Certificates . As soon as practicable following the Effective Date, BC SubCo shall deliver or cause to be delivered to the Depositary certificates representing the BC SubCo Shares required to be issued to registered holders of BioHep Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(f) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §4.4 hereof.

• 4.3 New BioHep Share Certificates . As soon as practicable following the Effective Date, BioHep shall deliver or cause to be delivered to the Depositary certificates representing the New BioHep Shares required to be issued to registered holders of BioHep Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(f) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §4.4 hereof.

• 4.4

Delivery of Shares .

• (a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding BioHep Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New BioHep Shares and a certificate representing the BC SubCo Shares that such holder is entitled to receive in accordance with §3.1 hereof.

• (b) After the Effective Time and until surrendered for cancellation as contemplated by §4.4(a) hereof, each certificate that immediately prior to the Effective Time represented one or more BioHep Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New BioHep Shares and a certificate representing the BC SubCo Shares that such holder is entitled to receive in accordance with §3.1 hereof.

• 4.5 Interim Period . Any BioHep Shares traded after the Share Distribution Record Date will represent New BioHep Shares as of the Effective Date and shall not carry any rights to receive BC SubCo Shares.

“ Share Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the BioHep Shareholders entitled to receive New BioHep Shares and BCSubCo Shares pursuant to this Plan of Arrangement or such other date as the Board of Directors may select.

• 4.6 Stock Option Agreements . The stock option agreements for the BioHep Options shall be deemed to be amended by BioHep to reflect the adjusted exercise price of

the BioHep Replacement Options and BC SubCo shall enter into stock option agreements for the BC SubCo options issued pursuant to §3.1(e) of the Plan of Arrangement.

• 4.7 Lost Certificates . If any certificate that immediately prior to the Effective Time represented one or more outstanding BioHep Shares that were exchanged for New BioHep Shares and BCSubCo Shares in accordance with §3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New BioHep Shares and BCSubCo Shares that such holder is entitled to receive in accordance with §3.1 hereof. When authorizing such delivery of New BioHep Shares and BCSubCo Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such New BioHep Shares and BCSubCo Shares give a bond satisfactory to BioHep, BCSubCo and the Depositary in such amount as BioHep, BCSubco and the Depositary may direct, or otherwise indemnify BioHep, BCSubCo and the Depositary in a manner satisfactory to BioHep, BCSubCo and the Depositary, against any claim that may be made against BioHep, BCSubco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of BioHep.

• 4.8 Distributions with Respect to Unsurrendered Certificates . No dividend or other distribution declared or made after the Effective Time with respect to New BioHep Shares or BCSubCo Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding BioHep Shares unless and until the holder of such certificate shall have complied with the provisions of §4.4 or §4.7 hereof. Subject to applicable law, at the time of such compliance, there shall, in addition to the delivery of the New BioHep Shares and BCSubCo Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New BioHep Shares and/or BCSubCo Shares, as applicable.

• 4.9 Limitation and Proscription . To the extent that a former BioHep Shareholder shall not have complied with the provisions of §4.4 or §4.7 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “ Final Proscription Date ”), then the New BioHep Shares and BCSubCo Shares that such former BioHep Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the New BioHep Shares and BCSubCo Shares to which such BioHep Shareholder was entitled, shall be delivered to BCSubCo (in the case of the BCSubCo Shares) or BioHep (in the case of the New BioHep Shares) by the Depositary and certificates representing such New BioHep Shares and BCSubCo Shares shall be cancelled by BioHep and BCSubCo, as applicable, and the interest of the former BioHep Shareholder in such New BioHep Shares and BCSubCo Shares or to which it was entitled shall be terminated as of such Final Proscription Date.

• 4.10 Paramountcy . From and after the Effective Time: (i) this Plan of Arrangement

shall take precedence and priority over any and all BioHep Shares or BioHep Options issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of BioHep Shares or BioHep Options and of BioHep, BC1291549, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

1. Schedule “B” to the Arrangement Agreement. The reference to “Shares in Spring Bank Pharmaceuticals Inc.” in Schedule “B” to the Arrangement Agreement is hereby amended and restated to refer to “Shares in F Star Therapeutics Inc. (formerly known as Spring Bank Pharmaceuticals Inc.)”

2. Public Notices. No press release or other announcement concerning the transactions contemplated by this Amendment will be made by any Party without the prior written consent of the other Parties (such consent not to be unreasonably withheld).

3. Governing Law; Venue. This Amendment and all questions relating to its validity, interpretation, performance, and enforcement will be governed by and construed in accordance with the laws of the Province of British Columbia, notwithstanding any British Columbia or other conflict-ofinterest provisions to the contrary. Jurisdiction of and venue for any legal action between the Parties will be in the provincial and federal courts serving British Columbia, and the Parties hereby consent to such jurisdiction and venue.

4. Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com), or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5. Severability. The invalidity or unenforceability of any particular provision, or any part thereof, of this Amendment will not affect the other provisions of this Amendment and this Amendment will be continued in all respects as if such invalid or unenforceable provision were omitted.

11. Time of Essence. Time is of the essence of this Amendment.

1. Expenses. Each Party will be responsible for its own fees, costs, and other expenses incurred in negotiating and preparing this Amendment and in closing and carrying out the transactions contemplated in this Amendment.

2. Notices. All notices, requests, demands or other communications required or permitted under this Amendment will be in writing and will be deemed to have been duly given, made, and received: (a) if personally delivered, on the date of delivery; (b) if by electronic transmission, upon receipt; (c) if mailed, three days after deposit in the mail, registered or certified, return receipt requested, postage prepaid; or (d) if by a courier delivery service providing overnight or “next-day” delivery, on the next business day after deposit with such service. Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 9.

3. Further Assurances. The Parties will cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Amendment, and will: (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Amendment.

4. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into and made part of this Amendment. The Parties hereby agree and acknowledge that the statements set forth in such Recitals are true and correct in all respects.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the Arrangement Agreement as of the Amendment Date.

BIOHEP:

BIOHEP TECHNOLOGIES INC., a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Name: Donald Gordon Title: Chief Financial Officer

BC1291549:

1291549 B.C. LTD., a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Name: Donald Gordon Title: President

NEXT HYDROGEN:

NEXT HYDROGEN CORPORATION, a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Name: Title:

1. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into and made part of this Amendment. The Parties hereby agree and acknowledge that the statements set forth in such Recitals are true and correct in all respects.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the Arrangement Agreement as of the Amendment Date.

BIOHEP:

BIOHEP TECHNOLOGIES INC., a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Name: Donald Gordon Title: Chief Financial Officer

BC1291549:

1291549 B.C. LTD., a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Name: Donald Gordon Title: President

NEXT HYDROGEN:

NEXT HYDROGEN CORPORATION, a body corporate incorporated pursuant to the laws of the province of British Columbia

By: Raveel Afzaal Name: Title: President