Next Hydrogen Solutions Inc. — M&A Activity 2021

Mar 6, 2021

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 3[rd] day of March, 2021.

AMONG :

BIOHEP TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia ( “BioHep” )

• and -

1291549 B.C. LTD. , a corporation incorporated under the laws of the Province of British Columbia ( “BC SubCo” )

(collectively, “the Parties ”)

WHEREAS BioHep has entered into an amalgamation agreement with Next Hydrogen Corporation and ON SubCo dated as of March 3, 2021 (“ Amalgamation Agreement ”), wherein it is contemplated that BioHep will transfer certain Assets and Liabilities (as such term is defined in this Agreement) to its wholly-owned subsidiary BC SubCo prior to the completion of the amalgamation between Next Hydrogen Corporation and a ON SubCo;

AND WHEREAS the Parties hereto intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the Business Corporations Act (British Columbia);

AND WHEREAS the Parties hereto have entered into this Agreement to provide for the matters referred to in the foregoing recital and for other matters relating to such arrangement;

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto do hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following defined terms have the meanings hereinafter set forth:

• (a) “ Agreement ”, “ herein ”, “ hereof ”, “ hereto ”, “ hereunder ” and similar expressions mean and refer to this arrangement agreement (including the schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion hereof;

• (b) “ Applicable Laws ” means all applicable corporate laws, rules of applicable stock exchanges and applicable securities laws, including the rules, regulations, notices, instruments, blanket orders and policies of the securities regulatory authorities in Canada;

• (c) “ Approvals ” means franchises, licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits, and other approvals;

• (d) “ Arrangement ” means the arrangement pursuant to Section 288 of the BCBCA set forth in the Plan of Arrangement;

• (e) “ Arrangement Filings ” means any records and information provided to the Registrar pursuant to the BCBCA, together with a copy of the entered Final Order, if applicable;

• (f)

• “ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;

• (g) “ Arrangement Resolution ” means the special resolution in respect to the Arrangement and other related matters to be considered at the BioHep Meeting;

• (h) “ Articles of Arrangement ” means the articles of arrangement in respect of the Arrangement required under Subsection 294(3) of the BCBCA to be sent to the Registrar after the Final Order has been granted, giving effect to the Arrangement;

• (i)

• “ Assets and Liabilities ” means:

• (i) all of BioHep’s right, title and interest in and to all of BioHep’s property and assets as of the Effective Time other than: (A) an amount in cash equal to the Target Working Capital; (B) all Tax installments paid by BioHep and all rights to receive any refund of, and/or credit in respect of, Taxes paid by BioHep; (C) all personnel and employment records that BioHep is required by Applicable Law to retain; (D) all rights of BioHep under this Agreement or the Amalgamation Agreement; and (E) all constating documents, minute books, shareholder records and corporate seals of BioHep; and

• (ii) the assumption, payment, satisfaction, discharge, performance and fulfilment of all obligations and liabilities of BioHep as of the Effective Time, including but not limited to: (A) all accounts payable, accrued Taxes and accrued expenses (B) any Taxes payable, collectible or remittable by BioHep (including any Taxes payable by BioHep as a result of the Arrangement); (C) obligations and labilities owing to a lender or creditor of BioHep; (D) obligations and labilities arising out of or relating to products or services of BioHep to the extent, manufactured, sold, shipped or rendered prior to the Effective Time; and (E) obligations and labilities under all Employee Plans and contracts related thereto,

all of which are to be transferred to BC SubCo pursuant to the Arrangement including but not limited to such assets and liabilities described in Schedule “B” attached hereto and forming part of this Agreement;

• (j) “ BCBCA ” means the Business Corporations Act, S.B.C. 2002, c. 57, as amended, including the regulations promulgated thereunder;

• (k) “ BC SubCo ” means 1291549 B.C. Ltd., a private company incorporated under the BCBCA;

• (l)

• “ BC SubCo Shareholder ” means a holder of BC SubCo Shares;

• (m) “ BC SubCo Shares ” means the common shares without par value in the authorized share structure of BC SubCo, as constituted on the date of this Agreement;

• (n) “ BioHep Meeting ” means the special meeting of the BioHep Shareholders to be held on April 12, 2021, and any adjournment(s) or postponement(s) thereof;

• (o) “ BioHep Options ” means options to acquire BioHep Shares;

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• (p) “ BioHep Share Commitments ” means an obligation of BioHep to issue New Shares and to deliver BC SubCo Shares to the holders of BioHep Options which are outstanding on the Effective Date, upon the exercise of such stock options;

• (q) “ BioHep Shareholders ” means the holders from time to time of BioHep Shares;

• (r) “ BioHep Shares ” means the common shares without par value in the authorized share capital of BioHep, as constituted on the date of this Agreement;

• (s) “ BioHep Subsidiaries ” means BC SubCo and ON SubCo;

• (t) “ Business Day ” means a day other than a Saturday, Sunday or other than a day when banks in the City of Vancouver, British Columbia are not generally open for business;

• (u) “ Claim ” means any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may give rise to a right of indemnification under this Agreement;

• (v) “ Closing Date ” has meaning set forth in Section 5.2;

• (w) “ Closing Working Capital ” means (a) the Current Assets of BioHep less (b) the Current Liabilities of BioHep, determined immediately after the Effective Time;

• (x) “ Court” means the Supreme Court of British Columbia;

• (y) “ Current Assets ” means all cash and cash equivalents and all Tax installments paid by Biohep and all rights to receive any refund of, and/or credit in respect of, Taxes paid by Biohep;

• (z) “ Current Liabilities ” means all (A) all accounts payable, accrued Taxes and accrued expenses (B) any Taxes payable, collectible or remittable by BioHep (including any Taxes payable by BioHep as a result of the Arrangement); (C) obligations and labilities owing to a lender or creditor of BioHep; (D) obligations and labilities arising out of or relating to products or services of BioHep to the extent, manufactured, sold, shipped or rendered prior to the Effective Time; and (iv) obligations and labilities under all Employee Plans and contracts related thereto;

• (aa) “ Dissenting Shareholder ” means a BioHep Shareholder who validly exercises rights of dissent under the Arrangement and who will be entitled to be paid fair value for his, her or its BioHep Shares in accordance with the Interim Order and the Plan of Arrangement;

• (bb) “ Effective Date ” means the date the Arrangement becomes effective under the BCBCA;

• (cc) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

• (dd) “ Employee Plan ” means each deferred compensation, bonus, incentive or other compensation, share option or purchase, severance, termination pay, hospitalization or other medical benefit, life or other insurance, vision, dental, drug, employee life and health, sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit sharing, mortgage assistance, employee loan, discount, assistance or counselling, pension or supplemental pension, retirement compensation, group registered retirement savings, deferred profit sharing, employee profit sharing, savings, retirement or supplemental retirement, and any other plan, program or arrangement, whether funded or unfunded, formal or informal, written or unwritten, including all policies with respect to holidays, sick leave, expense reimbursement, automobile allowances and rights to company-provided automobiles, that is maintained, contributed to, or required to be maintained or contributed to, by BioHep, or to which BioHep is a party, or bound by, or

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under which BioHep has any liability or contingent liability, for the benefit of BioHep’s directors, officers, shareholders, consultants, independent contractors or employees and their respective beneficiaries and dependents;

• (ee) “ Final Order ” means the order of the Court approving the Arrangement, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

• (ff) “ Information Circular ” means the management proxy circular of BioHep to be sent by BioHep to the BioHep Shareholders in connection with the BioHep Meeting;

• (gg) “ Interim Order ” means an interim order of the Court concerning the Arrangement in respect of BioHep, containing declarations and directions with respect to the Arrangement and the holding of the BioHep Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

• (hh) “ Losses ” means any and all loss, liability, obligation, damage, cost, expense, charge, fine, penalty or assessment, suffered, incurred, sustained or required to be paid by the person seeking indemnification, (including lawyers’, experts’ and consultants’ fees and expenses), directly resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto;

• (ii) “ New Shares ” means the new class of common shares without par value which BioHep will create pursuant to §3.1 of the Plan of Arrangement and which, immediately after the Effective Date, will be identical in every relevant respect to the BioHep Shares;

• (jj) “ Next Hydrogen ” means Next Hydrogen Corporation, a company existing under the Business Corporations Act (Ontario);

• (kk) “ Notice of Meeting ” means the notice of annual general and special meeting of the BioHep Shareholders in respect of the BioHep Meeting;

• (ll) “ ON SubCo ” means 2819845 Ontario Ltd., a private company incorporated under the Business Corporations Act (Ontario);

• (mm) “ Parties ” means BioHep and BC SubCo; and “Party” means any one of them;

• (nn) “ Person ” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

• (oo) “ Plan of Arrangement ” means the plan of arrangement substantially in the form set out in Schedule “A” to this Agreement, as amended or supplemented from time to time in accordance with Article 6 thereof and Article 7 hereof;

• (pp) “ Post-Closing Adjustments ” means the amount equal to the Closing Working Capital minus the Target Working Capital;

• (qq) “ Registrar ” means the Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA;

• (rr) “ Target Working Capital ” means not less than $500,000 in cash;

• (ss) “ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, all as amended from time to time;

• (tt) “ Taxes ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect

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thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, harmonized sales, use, consumption, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, licence, franchise and registration fees and employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions), and “ Tax ” has a corresponding meaning.

• (uu) “ TSX Trust ” means TSX Trust Company; and

• (vv) “ TSXV ” means the TSX Venture Exchange.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and subsections is for convenience of reference only and does not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement (including Schedules A to E hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include firms and corporations and vice versa.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day and a business day in the place where an action is required to be taken, such action is required to be taken on the next succeeding day which is a Business Day and a business day, as applicable, in such place.

1.5 Entire Agreement

This Agreement, together with the agreements and documents herein and therein referred to, which for greater certainty shall include the Amalgamation Agreement, constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

1.6 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under Canadian generally accepted accounting principles and all determinations of an accounting nature are required to be made shall be made in a manner consistent with Canadian generally accepted accounting principles.

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1.8 References to Legislation

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.9 Enforceability

All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.10 Schedules

The following schedules attached hereto are incorporated into and form an integral part of this Agreement:

A – Plan of Arrangement B – Assets and Liabilities

ARTICLE 2 THE ARRANGEMENT

2.1 Plan of Arrangement

The Parties will forthwith jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the BioHep Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and upon receipt of the Interim Order, the Parties will forthwith carry out the terms of the Interim Order to the extent applicable to it. Provided all necessary approvals for the Arrangement Resolution are obtained from the BioHep Shareholders, the Parties shall jointly submit the Arrangement to the Court and apply for the Final Order. Upon issuance of the Final Order and subject to the conditions precedent in Article 5, BioHep and BC SubCo shall each use their commercially reasonable efforts to do all things required to cause the Arrangement to become effective as soon as reasonable practicable and to cause the transactions contemplated by the Plan of Arrangement and this Agreement to be completed in accordance with their terms, including the making of the Arrangement Filings at the appropriate time and in the appropriate order.

2.2 Interim Order

The Interim Order shall provide that:

BioHep

• (a) the securities of BioHep for which holders shall be entitled to vote on the Arrangement Resolution shall be the BioHep Shares;

• (b) for a record date, for the purpose of determined the BioHep Shareholders entitled to receive notice of and vote at the BioHep Meeting of April 12, 2021;

• (c) that the BioHep Meeting may be adjourned or postponed from time to time by BioHep without need for additional approval by the Court;

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• (d) that, except as required by Law or subsequently ordered by the Court, the record date, for the BioHep Shareholders entitled to receive notice of and to vote at the BioHep Meeting will not change in respect of or as a consequence of any adjournment or postponement of the BioHep;

• (e) the BioHep Shareholders shall be entitled to vote on the Arrangement Resolution, with each BioHep Shareholder being entitled to one vote for each BioHep Share held by such holder;

• (f) the requisite majority for the approval of the Arrangement Resolution shall be two-thirds of the votes cast by the BioHep Shareholders present in person or by proxy at the BioHep Meeting;

• (g) that in all other respects, the terms, conditions and restrictions of BioHep’s constating documents, including quorum requirements with respect to the BioHep Meeting and other matters should apply with respect to the BioHep Meeting; and

• (h) for the notice requirements with respect to the presentation of the application to the Court of the Final Order.

2.3 Information Circular and Meetings

As promptly as practical following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws:

• (a) BioHep shall:

• (i) prepare the Information Circular together with any other documents required by the BCBCA or any other applicable laws in connection with the approval of the Arrangement Resolution;

• (ii) subject to the Interim Order, cause the notice of the BioHep Meeting and the Information Circular to be: (A) sent to the BioHep Shareholders in compliance with the BCBCA, BioHep’s articles and the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ; and (B) filed with one or more Authorities as required by the Interim Order and applicable Laws, including on the System for Electronic Document and Retrieval (SEDAR) for the benefit of the public and the Canadian securities regulatory authorities, pursuant to and in accordance with the Interim Order and applicable Securities Legislation; and

• (iii) convene the BioHep Meeting.

• (b) BC SubCo shall cooperate in the preparation, filing and mailing of the Information Circular.

• (c) BioHep and the BC SubCo shall cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Information Circular or such other document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith.

2.4 Effective Date

The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.

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2.5 Withholding Taxes

• (a) BioHep and BC SubCo, as the case may be, will be entitled to deduct and withhold from any consideration otherwise payable to any BioHep Shareholder under the Plan of Arrangement (including any payment to BioHep Shareholders exercising Dissent Rights) such amounts as BioHep or BC SubCo are permitted or required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax Law as counsel may advise is permitted or required to be so deducted and withheld by BioHep or BC SubCo, as the case may be.

• (b) For the purposes of such deduction and withholding: (i) all withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder; and (ii) such deducted or withheld amounts shall be remitted to the appropriate Authority in the time and manner permitted or required by the applicable Law by or on behalf of BioHep or BC SubCo, as the case may be.

2.6 Post-Closing Adjustment

• (a) Within 45 days after the Closing Date, BioHep shall prepare and deliver to BC SubCo a statement setting forth BioHep’s calculation of the Closing Working Capital and the PostClosing Adjustment (the “ Closing Working Capital Statement ”).

• (b) If the Post-Closing Adjustment is a positive number, BioHep shall pay to BC SubCo an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, BC SubCo shall pay to BioHep an amount equal to the Target Working Capital minus the Closing Working Capital.

• (c) After receipt of the Closing Working Capital Statement, BC SubCo shall have 10 Business Days to review the Closing Working Capital Statement and the Post-Closing Adjustment (the “ Review Period ”). During the Review Period, BC SubCo and their accountants shall have access to the books and records of BioHep to the extent they related to the Closing Working Capital or the Post-Closing Adjustment provided that such access shall be in a manner that does not interfere with the normal business operations of BioHep.

• (d) On or before the lase day of the Review Period, BC SubCo may object to the Closing Working Capital or the Post-Closing Adjustment by delivering a written statement to BioHep and its counsel setting forth the BC SubCo’s objections in reasonable detail, indicating each disputed item or amount and the basis for BC SubCo’s disagreement therewith (the “ Statement of Objections ”). If BC SubCo fails to properly deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital and Post-Closing Adjustment shall be deemed to have been accepted by BC SubCo. If BC SubCo properly delivers the Statement of Objections before the expiration of the Review Period, BC SubCo and BioHep shall negotiate to resolve such objections within 30 days after the delivery of the Statement of Objections (the “ Resolution Period” ), and, if the same are so resolved within the Resolution Period, the PostClosing Adjustment and the Closing Working Capital with such changes as may have been previously agreed in writing by BC SubCo and BioHep, shall be final and binding.

• (e) If BioHep and BC SubCo fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any

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amounts remaining in dispute (“ Disputed Amounts” and any amounts not so disputed, the “ Undisputed Amounts” ) shall be submitted for resolution to KPMG LLP (the ” Independent Accountant” ) who, acting as an expert and not as an arbitrator, shall resolve the Disputed Amounts only and make any adjustments to the PostClosing Adjustment, as the case may be, and the Closing Working Capital . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. The fees of the Independent Accountant shall be shared equally between the parties.

• (f) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall be due: (i) within five Business Days of acceptance of the applicable Closing Working Capital Statement; or (ii) if there are Disputed Amounts, then within five Business Days of the resolution of the Disputed Amounts. All payments shall be paid by wire transfer of immediately available funds to such account as is directed by BioHep or BC SubCo, as the case may be. The amount of any Post-closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the annual rate of interest designated from time to time by the Royal Bank of Canada as its prime rate for Canadian dollar commercial loans made in Canada.

ARTICLE 3 COVENANTS

3.1 Covenants Regarding the Arrangement

From the date hereof until the Effective Date, the Parties will use all reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using reasonable efforts:

• (a) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts;

• (b) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby;

• (c) to effect all necessary registrations and filings and submissions of information requested by governmental authorities required to be effected by it in connection with the Arrangement;

• (d) to perform all such acts and things, and execute and deliver all such agreements, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement; and

• (e) to cause each of the conditions precedent set forth in Article 5, which are within its control, to be satisfied on or prior to the Closing Date.

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3.2 Further Covenants of BioHep

BioHep covenants and agrees that it will:

• (a) until the earlier of: (i) the Effective Date; and (ii) the termination of this Agreement, not perform any act or enter into any transaction which interferes or is inconsistent with the completion of the Plan of Arrangement;

• (b) as soon as practicable after the date hereof, apply to the Court for the Interim Order providing for, among other things, the calling and holding of the BioHep Meeting;

• (c) solicit proxies to be voted at the BioHep Meeting in favour of the Arrangement Resolution and prepare, as soon as practicable, the Information Circular and proxy solicitation materials and any amendments or supplements thereto as required by, and in compliance with, the Interim Order, and applicable Laws, and, subject to receipt of the Interim Order, convene the BioHep Meeting as ordered by the Interim Order and conduct the BioHep Meeting in accordance with the Interim Order and as otherwise required by applicable Laws;

• (d) a timely and expeditious manner, file the Information Circular in all jurisdictions where the same is required to be filed by it and mail the same to BioHep Shareholders, all pursuant to and in accordance with the Interim Order and applicable Laws;

• (e) ensure that the information set forth in the Information Circular relating to BioHep and the BioHep Subsidiaries, and their respective businesses and properties and the effect of the Plan of Arrangement thereon will be true, correct and complete in all material respects and will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made;

• (f) not, without limiting the generality of any of the foregoing covenants, until the Effective Date, except as required to effect the Plan of Arrangement:

• (i) issue any additional BioHep Shares or other securities of BioHep except in connection with the Plan of Arrangement or transactions required in order to effect the Plan of Arrangement;

• (ii) issue or enter into any agreement or agreements to issue or grant options, warrants or other rights to purchase or otherwise acquire any BioHep Shares or other securities of BioHep; or

• (iii) alter or amend its constating documents as the same exist at the date of this Agreement except as specifically provided for hereunder; and

• (g) perform the obligations required to be performed by it under this Agreement (including the Plan of Arrangement) and do all such other acts and things as may be necessary or desirable and are within its power and control in order to carry out and give effect to the Arrangement, including using commercially reasonable efforts to obtain:

• (i) the approval of the Arrangement Resolution;

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• (ii) the Interim Order and, subject to the obtaining of all required consents, orders, rulings and approvals (including required approval of the Arrangement Resolution by the BioHep Shareholders), the Final Order;

• (iii) such other consents, orders, rulings or approvals and assurances as are necessary or desirable for the implementation of the Plan of Arrangement; and

• (iv) satisfaction of the conditions precedent referred to herein.

3.3 Further Covenants Regarding the Transfer of Assets and Liabilities

• (a) On the Closing Date, BC SubCo shall deliver, and shall cause to be delivered, to BioHep the books and records related to the Assets and Liabilities and all documents (except, in the case of those required by Applicable Law to be retained by BioHep, copies thereof) and other data, technical or otherwise, which are owned by BioHep at the Closing Date, relating to the Assets and Liabilities. BC SubCo shall preserve all those documents delivered to it in accordance with BC SubCo’s document retention procedures or for such longer period as is required by Applicable Law. BC SubCo shall permit BioHep and its authorized representatives reasonable access to those documents while they are in BC SubCo’s possession or control solely to the extent that access is required by BioHep to perform its obligations under this Agreement or under Applicable Law, but BC SubCo shall not be responsible or liable to BioHep for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by BC SubCo’s negligence or wilful misconduct. BioHep shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Pu BC SubCo rchaser in connection with any access contemplated by this Section 3.3(a).

• (b) Notwithstanding Section 3.3(a), BioHep shall be entitled to retain copies of any documents or other data delivered to BC SubCo pursuant to Section 3.3(a) provided that those documents or data are reasonably required and only used or relied on by BioHep to perform its obligations under this Agreement or under Applicable Law.

3.4 Giving Effect to the Arrangement

The Arrangement shall be effected in the following manner:

• (a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the BioHep Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;

• (b) BioHep, as the sole shareholder of BC SubCo, shall approve the Arrangement by a consent resolution;

• (c) Upon obtaining the Interim Order, BioHep shall call the BioHep Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the BioHep Shareholders;

• (d) If the BioHep Shareholders approve the Arrangement as set out in §3.3 hereof, BioHep shall thereafter (subject to the exercise of any discretionary authority granted to BioHep’s directors by the BioHep Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and

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• (e) Upon receipt of the Final Order, BioHep shall, subject to compliance with any of the other conditions provided for in Article 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the material described in §5.1 with the Registrar in accordance with the terms of the Plan of Arrangement.

3.4 BioHep Stock Options

BC SubCo covenants and agrees to issue, upon the exercise after the Effective Date of any BioHep Share Commitments, to the holder of the BioHep Share Commitments, that number of BC SubCo Shares that is equal to the number of New Shares acquired upon the exercise of the BioHep Share Commitments, and BioHep covenants and agrees to act as agent for BC SubCo to collect and pay to BC SubCo a portion of the proceeds received for each BioHep Share Commitment so exercised, with the balance of the exercise price to be retained by BioHep as determined in accordance with the following formula:

A = B x C/D

Where:

• A is the portion of the proceeds to be received by BC SubCo for each BioHep Share Commitment exercised after the Effective Date;

• B is the exercise price of the BioHep Share Commitment;

• C is the fair market value of the Assets to be transferred to BC SubCo under the Arrangement, such fair market to be determined as at the Effective Date by resolution of the board of directors of BioHep; and

• D is the total fair market value of all of the assets of BioHep immediately prior to completion of the Arrangement on the Effective Date, which total fair market value shall include, for greater certainty, the Assets.

Fractions of BC SubCo Shares resulting from such calculation shall be cancelled as provided for in the Plan of Arrangement.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

Each of the Parties hereby represents and warrants to the other that.

• (a) It is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of existence, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;

• (b) It has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered by it;

• (c) Neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its constating or governing

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corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it or (iii) any agreement or instrument to which it is a party or by which it is bound; and

• (d) No dissolution, winding up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

• (a) the Interim Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise;

• (b) the Arrangement Resolution shall have been passed by the BioHep Shareholders at the BioHep Meeting in accordance with the Arrangement Provisions, the constating documents of BioHep, the Interim Order and the requirements of any applicable regulatory authorities;

• (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by BioHep in its capacity as the sole shareholder of BC SubCo in accordance with the Arrangement Provisions and the constating documents of f BC SubCo;

• (d) the Final Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably;

• (e) the TSXV shall have conditionally approved BioHep’s application to list its common shares on the TSXV, subject to compliance with the requirements of the TSXV;

• (f) the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to the Parties, acting reasonably;

• (g) the delivery of all Approvals reasonably required to transfer the Assets and Liabilities to BC SubCo shall have been obtained;

• (h) the delivery of all deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation or action which in the opinion of BioHep are necessary or reasonably required to transfer the Assets and Liablities to BC SubCo, in each case duly executed by BioHep and in form and substance satisfactory to the parties, acting reasonably;

• (i) BioHep’s working capital shall not be less than the Target Working Capital;

• (j) BioHep shall have no long-term liabilities;

• (k) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been

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obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to the Parties;

• (l) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement; and

• (m) this Agreement shall not have been terminated under Article 7.

Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by any of the Parties, as the case may be, at its discretion.

5.2 Closing

Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties shall meet at the offices of BioHep, 440 - 890 West Pender Street, Vancouver, British Columbia V6C 1J9, at 10:00 a.m. (Vancouver time) on such date as they may mutually agree (the “Closing Date”), and each of them shall deliver to the other of them:

• (a) the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date shall be dated as of, or become effective on, the Effective Date and shall be held in escrow to be released upon the occurrence of the Effective Date; and

• (b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

5.3 Merger of Conditions

The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4 Merger of Representations and Warranties

The representations and warranties in §4.1 shall be conclusively deemed to be correct as of the Effective Date and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6 INDEMNITY

6.1 Indemnity by BC SubCo

• (a) BC SubCo shall be solely responsible for, and shall indemnify and hold harmless BioHep from and against, all Losses occurring after the Effective Date in connection with: (i) the Assets and Liabilities, including but not limited to the transfer thereof to BC SubCo, the and regardless of whether the alleged conduct giving rise to the Losses occurred before or after the Effective Time; or (ii) the business or operations of BioHep up to the Effective Date. From and after the Effective Date, BC SubCo will assume and agree to perform all obligations of BioHep relating to the Assets and Liabilities.

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• (b) BC SubCo agrees to indemnify and save harmless BioHep from all Losses suffered or incurred by BioHep as a result of or arising directly or indirectly out of or in connection with: (i) any breach by BC SubCo of or any inaccuracy of any representation or warranty of BC SubCo contained in this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; or (ii) any breach or non-performance by BC SubCo of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto.

6.2 Procedure Regarding Indemnification

• (a) Notice of Claim. In the event that BioHep (the “ Indemnified Party ”) shall become aware of any Claim in respect of which BC SubCo (the “ Indemnifying Party ”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a Claim by a person against the Indemnified Party (a “ Third Party Claim ”) or whether the Claim does not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity (to the extent that the information is available):

• (i) the factual basis for the Claim; and

• (ii) the amount of the Claim, if known.

• (b) Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 60 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.

• (c) Third Party Claims. With respect to any Third Party Claim, the Indemnified Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s out-of-pocket expenses as a result of such participation or assumption. To the maximum extent permitted by applicable law, all costs, charges and expenses reasonably incurred by the Indemnified Party in investigating, defending or appealing any civil, criminal or administrative action or proceeding, actual or threatened, covered hereunder shall, at the request of the Indemnified Party, be paid by the Indemnifying Party in advance as may be appropriate to enable the Indemnified Party to properly investigate, defend or appeal such action or proceeding, with the understanding and agreement being herein made that, in the event it is ultimately determined that the Indemnified Party was not entitled to be so indemnified, or was not entitled to be fully so indemnified, that the Indemnified Party shall pay to the Indemnifying Party forthwith after such ultimate determination such amount or the appropriate portion thereof, so paid in advance. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of

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settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment.

• (d) Settlement of Third Party Claims. The Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party.

• (e) Co-operation. The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

ARTICLE 7 AMENDMENT

7.1 Amendment

This Agreement may at any time and from time to time before or after the holding of the BioHep Meeting be amended by prior written agreement of the Parties and Next Hydrogen without, subject to Applicable Laws, further notice to or authorization on the part of their respective securityholders and any such amendment may, without limitation:

• (a) change the time for performance of any of the obligations or acts of the Parties;

• (b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

• (c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; or

• (d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment reduces or materially adversely affects the consideration to be received by a BioHep Shareholder without approval by the BioHep Shareholders, given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

ARTICLE 8 TERMINATION

8.1 Termination

Subject to §7.2, this Agreement may at any time before or after the holding of the BioHep Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the board of directors of BioHep without further action on the part of the BioHep Shareholders, or by the respective board of directors of BC SubCo without further action on the part of the BC SubCo Shareholder(s), and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the board of directors of BioHep or BC SubCo, respectively, to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

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8.2 Cessation of Right

The right of any of the Parties or any other party to amend or terminate the Plan of Arrangement pursuant to §6.1 and §7.1 shall be extinguished upon the occurrence of the Effective Date.

ARTICLE 9

NOTICES

9.1 Notices

All notices which may or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally or sent by telecopy and in the case of:

BioHep , addressed to: 440 - 890 West Pender Street Vancouver, British Columbia V6C 1J9

Attention: Donald Gordon, CFO Email: dagcorp123@gmail.com

BC SubCo , addressed to: 1510 - 789 West Pender Street Vancouver, British Columbia V6C 1H2 Attention: Donald Gordon Email: dagcorp123@gmail.com

Next Hydrogen , addressed to: 102 – 2680 Matheson Blvd. E Mississauga, ON L4W 0A5 Attention: Raveel Afzaal, President and CEO Email: rafzaal@nexthydrogen.com

or such other address as the Parties may, from time to time, advise to the other Parties hereto by notice in writing. The date or time of receipt of any such notice will be deemed to be the date of delivery or the time such telecopy is received.

ARTICLE 10 GENERAL

10.1 Assignment and Enurement

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other Parties and Next Hydrogen.

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10.2 Third Party Beneficiary

Each Party acknowledges and agrees that Next Hydrogen is an express beneficiary of the covenants set forth in Section 7.1, Section 10.1 and this Section 10.2 and shall have full rights of enforcement in respect thereof as if it were a named party to this Agreement. For the avoidance of doubt, except to the extent of such rights as a beneficiary, Next Hydrogen is not and shall not be deemed to be a party to this Agreement.

10.3 Disclosure

Each Party shall receive the prior consent, not to be unreasonably withheld, of the other Parties prior to issuing or permitting any director, officer, employee or agent to issue, any press release or other written statement with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, if any Party is required by law or administrative regulation to make any disclosure relating to the transactions contemplated herein, such disclosure may be made, but that Party will consult with the other Parties as to the wording of such disclosure prior to its being made.

10.4 Costs

Except as contemplated in the Arrangement and herein, each Party hereto covenants and agrees to bear its own costs and expenses in connection with the transactions contemplated hereby. For greater certainty, all costs and expenses borne by BioHep in connection with the transactions contemplated hereby shall form part of the Assets and Liabilities being assumed by BC SubCo pursuant to the Arrangement.

10.5 Severability

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

• (a) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

• (b) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

10.6 Further Assurances

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

10.7 Time of Essence

Time shall be of the essence of this Agreement.

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10.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia. Each of the Parties hereto hereby irrevocably and unconditionally consents to and submits to the jurisdiction of the courts of the Province of British Columbia in respect of all actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts) and further agrees that service of any process, summons, notice or document by single registered mail to the addresses of the parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

10.9 Waiver

No waiver by any Party shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.

10.10 Counterparts

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

[ Intentionally Left Blank ]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement as of the date first above written.

BIOHEP TECHNOLOGIES LTD.

By: (signed) “Don Gordon”

1291549 B.C. LTD.

By: (signed) “Don Gordon”

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SCHEDULE “A” TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9

OF THE

BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

S.B.C. 2002, c. 57

ARTICLE 1 INTERPRETATION

• 1.1 In this Plan of Arrangement, the following terms have the following meanings:

“ Arrangement ”, “herein ”, “ hereof ”, “ hereto ”, “ hereunder ” and similar expressions mean and refer to the proposed arrangement involving BioHep, BC SubCo, the BioHep Shareholders and the BC SubCo Shareholders pursuant to the Arrangement Provisions on the terms and conditions set forth in this Plan of Arrangement as supplemented, modified or amended, and not to any particular article, section or other portion hereof;

“ Arrangement Agreement ” means the arrangement agreement dated effective March 3, 2021, between the Parties with respect to the Arrangement, and all amendments thereto;

“ Arrangement Provisions ” means Division 5 of Part 9 of the BCBCA;

“ Assets and Liabilities ” has the definition ascribed thereto in the Arrangement Agreement;

“ BCBCA ” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as may be amended or replaced from time to time;

“ BC SubCo ” means 1291549 B.C. Ltd., a private company incorporated under the BCBCA;

“ BC SubCo Shares ” means the common shares without par value in the authorized share structure of BC SubCo, as constituted on the date of the Arrangement Agreement;

“ BioHep ” means BioHep Technologies Ltd., a company existing under the BCBCA;

“ BioHep Meeting ” means the special meeting of BioHep Shareholders to be held to consider, among other things, the Arrangement Resolution and related matters, and any adjournments or postponements thereof;

“ BioHep Shares ” means the common shares of BioHep and “BioHep Shareholder” means the holders from time to time of BioHep Shares;

“ Business Day ” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Vancouver, in the Province of British Columbia, for the transaction of banking business;

“ Court ” means the Supreme Court of British Columbia;

“ Depositary ” means TSX Trust Company;

“ Distributed BC SubCo Shares ” means the BC SubCo Shares that are to be distributed to the BioHep Shareholders pursuant to §3.1;

“ Effective Date ” means the date the Arrangement becomes effective under the BCBCA;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“ Final Order ” means the final order of the Court approving the Arrangement, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

“ Information Circular ” means the management information circular to be sent to the BioHep Shareholders in connection with the BioHep Meeting;

“ Interim Order ” means the interim order of the Court concerning the Arrangement under the BCBCA in respect of the Parties, containing declarations and directions with respect to the Arrangement and the holding of the BioHep Meetings, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

“ New Shares ” means the new class of common shares without par value which BioHep will create pursuant to §3.1 of this Plan of Arrangement and which, immediately after the Effective Date, will be identical in every relevant aspect to the BioHep Shares;

“ Next Hydrogen ” means Next Hydrogen Corporation, a company existing under the Business Corporations Act (Ontario);

“ Parties ” means, collectively, BioHep and BC SubCo, and “ Party ” means any one of them;

“ Plan ” or “ Plan of Arrangement ” means this plan of arrangement as amended or supplemented from time to time in accordance with the terms hereof and Article 7 of the Arrangement Agreement;

“ Registrar ” means the Registrar of Companies duly appointed under the BCBCA;

“ Tax Act ” means the Income Tax Act (Canada), as amended;

“ Transfer Agent ” means TSX Trust Company at its principal office in Vancouver, British Columbia; and

“ TSXV ” means the TSX Venture Exchange.

• 1.2 The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement.

• 1.3 Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.

• 1.4 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, governments, regulatory authorities, and other entities.

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

• 1.6 References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

ARTICLE 2 ARRANGEMENT AGREEMENT

• 2.1 This Plan of Arrangement is made pursuant and subject to the provisions of, and forms part of, the Arrangement Agreement.

• 2.2 This Plan of Arrangement will become effective in accordance with its terms and be binding on the Effective Date on BioHep, BC SubCo, the BC SubCo Shareholders and the BioHep Shareholders.

ARTICLE 3 ARRANGEMENT

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

• (c) BioHep will distribute a portion of the Distributed BC Subco Shares as a return of capital to the shareholders of BioHep in an amount equal to the paid-up capital of the BioHep Shares within the meaning of the Tax Act less one dollar ($1.00);

• (d) BioHep will distribute the remainder of the Distributed BC Subco Shares as a dividend to the shareholders of BioHep in an amount equal to the fair market value of the remaining Distributed BC Subco Shares;

• 3.2 Notwithstanding §3.1(e), no fractional BC SubCo Shares shall be distributed to the BioHep Shareholders and as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number. Any Distributed BC SubCo Shares not distributed as a result of this rounding down shall be dealt with as determined by the board of directors of BioHep in its absolute discretion.

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• 3.3 The Arrangement shall become final and conclusively binding on the BioHep Shareholders, the BC SubCo Shareholders and the Parties on the Effective Date.

• 3.4 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 the Parties 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 therefore, and any necessary additions to or deletions from share registers.

ARTICLE 4 CERTIFICATES AND/OR DRS STATEMENTS

• 4.1 Recognizing that the Distributed BC SubCo Shares shall be transferred to the BioHep Shareholders pursuant to §3.1(c) and (d), BC SubCo shall issue one share certificate or DRS statement representing all of the Distributed BC SubCo Shares registered in the name of BioHep, which share certificate or DRS statement shall be held by the Depositary until the Distributed BC SubCo Shares are transferred to the BioHep Shareholders and such certificate or DRS statement shall then be cancelled by the Depositary. To facilitate the transfer of the Distributed BC SubCo Shares to the BioHep Shareholders immediately prior to the Effective Time, BioHep shall execute and deliver to the Depositary and the Transfer Agent an irrevocable power of attorney, authorizing them to distribute and transfer the Distributed BC SubCo Shares to such BioHep Shareholders in accordance with the terms of this Plan of Arrangement and BC SubCo shall deliver a treasury order or such other direction to effect such issuance to the Transfer Agent as requested by it.

• 4.2 As soon as practicable after the Effective Date, BC SubCo shall cause to be issued to the registered holders of BioHep Shares immediately prior to the Effective Time, share certificates and/or DRS statements representing the BC SubCo Shares to which they are entitled pursuant to this Plan of Arrangement and shall cause such share certificates and/or DRS statements to be mailed to such registered holders.

• 4.3 In the event any certificate or DRS statement which immediately prior to the Effective Time represented one or more outstanding BioHep Shares that are ultimately entitled to the Distributed BC Subco Shares pursuant to Article 3 shall have been lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the person claiming such certificate or DRS statement to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the securities registers maintained by or on behalf of BioHep, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, certificates, DRS statement(s) or other evidence representing the Distributed BC Subco Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate or DRS statement, provided such holder shall, as a condition precedent to the delivery, give a bond satisfactory to BioHep and the Depositary (acting reasonably) in such sum as BioHep and the Depositary may direct, or otherwise indemnify BioHep and the Depositary in a manner satisfactory to BioHep and the Depositary, acting reasonably, against any claim that may be made against BioHep or the Depositary with respect to the certificate or DRS statement alleged to have been lost, stolen or destroyed

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• 4.4 Any instrument or certificate or DRS statement which immediately prior to the Effective Time represented outstanding BioHep Shares that were exchanged pursuant to Article 3 or an affidavit of loss and bond or other indemnity pursuant to Section 4.4, shall, on or prior to the sixth (6th) anniversary of the Effective Date, cease to represent a claim or interest of any kind or nature against BioHep. On such date, the aggregate Distributed BC Subco Shares to which the former BioHep Shareholder referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to BioHep, and shall be returned by BioHep to the Depositary. None of BioHep, BC SubCo or the Depositary shall be liable to any person in respect of any amount for Distributed BC Subco Shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE 5 DISSENTING SHAREHOLDERS

• 5.1 Notwithstanding §3.1 hereof, holders of BioHep Shares may exercise rights of dissent (the “ Dissent Right ”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 237 – 247 of the BCBCA (collectively, the “ Dissent Procedures ”).

• 5.2

• A BioHep Shareholder who wishes to exercise their Dissent Right must:

• (a) do so in respect of all BioHep Shares registered in the name of the BioHep Shareholder;

• (b) Comply with sections 237-247 of the BCBCA, as modified below; and

• (c) deliver a written notice of dissent to the office of BioHep at least two Business Days before the day of the BioHep Meeting or any adjournment thereof,

(the “ Dissent Procedures ”).

• 5.3 Each BioHep Shareholder who fails to exercise their Dissent Right strictly in accordance with the Dissent Procedures will be deemed for all purposes to have: (i) failed to exercise the Dissent Right vailidy, and consequently to have waived the Dissent Right; and (ii) thereby ceased to be eneiteld to be paid fair market value of their BioHep Shares.

• 5.4 Each BioHep Shareholder who waives or is deemed to waive their Dissent Right, or is otherwise for any reason ultimately not entitled to be paid the fair market value of the BioHep Shares registered in their name by BioHep or BC SubCo, as applicable, pursuant to the Dissent Right, shall be deemed to have participated in the Arrangement.

ARTICLE 6 AMENDMENTS

• 6.1 The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement must be:

• (i) set out in writing;

• (ii) approved by Next Hydrogen;

• (iii) filed with the Court and, if made following the BioHep Meeting, approved by the Court; and

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• (iv) communicated to holders of BioHep Shares and BC SubCo Shares, as the case may be, if and as required by the Court.

• 6.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by BioHep and approved by Next Hydrogen at any time prior to the BioHep Meeting with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the BioHep Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

• 6.3 BioHep, with the consent of the other Parties and Next Hydrogen, may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the BioHep Meeting and prior to the Effective Date with the approval of the Court.

• 6.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by the Parties and Next Hydrogen, provided that such amendment, modification or supplement 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 financial or economic interests of any of the Parties, Next Hydrogen or any former holder of BioHep Shares, BC SubCo Shares or ON SubCo Shares, as the case may be.

ARTICLE 7 REFERENCE DATE

• 7.1 This Plan of Arrangement is dated for reference the _ day of ______, 2021.

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SCHEDULE “B” TO THE ARRANGEMENT AGREEMENT

BIOHEP ASSETS AND LIABILITIES TO BE TRANSFERRED TO BC SUBCO

1. Shares in Spring Bank Pharmaceuticals Inc.

2. Shares in Delcath Systems, Inc.

3. Cutanea Licensed Patent Portfolio

Title: Composition and Methods for Treating Infections Using Analogues of Indolicidin

		Country	MBM File	Serial Number	Patent Number	Status
		United States	2239-104CON2	10/351,985	7390787	ISSUED
		Japan	2239-104JPDIV	2004-242925	4073900	ISSUED
		United States	2239-104US	08/915,314	6180604	ISSUED
		United States	2239-105CIP	09/030,619	6503881	ISSUED
		United States	2239-105CON	10/277,233	7309759	ISSUED

Title: Antimicrobial Cationic Peptides and Formulations Thereof

Country	MBM File	Serial Number	Patent Number	Status
Canada	2239-106	2456477		ISSUED
United States	2239-106CON	10/865,687	8138144	ISSUED
United States	2239-106CON2	13/421,018	8466102	ISSUED
United States	2239-106CON3	13/912,669		PENDING
United States	2239-106CON3DIV	14/554,873		PENDING
Japan	2239-106JP	2003-520767	4932136	ISSUED
Japan	2239-106JPDIV	2011-25677	5684098	ISSUED
Japan	2239-106JPDIV2	2014-224152		PENDING
United States	2239-106US	10/255,087	6835536	ISSUED

4. Amended and Restated License Agreement dated February 1, 2016 between BioHep and Spring Bank Pharmaceuticals Inc.

5. Assignment and Assumption Agreement dated April 21, 2017 between BioHep and Biode Ventures Ltd.

6. Indemnity Agreement dated April 11, 2014 between BioHep and Chester Shykaryk.

7. Indemnity Agreement dated April 11, 2014 between BioHep and Donald Gordon.

8. Indemnity Agreement dated September 24, 2018 between BioHep and Doug Janzen.