NowVertical Group Inc. - Merger & Acquisition 2021

Execution Version

BUSINESS COMBINATION AGREEMENT

AMONG

GOOD2GO CORP.

- and -

NOWVERTICAL GROUP, INC.

- and –

NVG CANADA FINCO, INC.

- and –

2824877 ONTARIO INC.

- and –

GOOD2GO (US) CORP.

Dated March 22, 2021

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TABLE OF CONTENTS	TABLE OF CONTENTS	TABLE OF CONTENTS
ARTICLE 1 GENERAL ................................................................................................................2
1.1	Defined Terms	2
ARTICLE 2 BUSINESS COMBINATION ...................................................................................2
2.1	Business Combination – Prior Steps	2
2.2	Business Combination – Consolidation, Name Change, Reclassification and
	Creation of Shares	3
2.3	Business Combination – Exchange of Subscription Receipts	3
2.4	Business Combination – Finco Pubco Sub Amalgamation	3
2.5	Business Combination – Conversion of Convertible Notes	4
2.6	Business Combination – Section 85 of the ITA Election	5
2.7	Business Combination – NVG Merger Sub Merger	5
2.8	Business Combination – Liquidation and Dissolution of Amalco	8
2.9	U.S. Tax Matters	8
2.10	Board of Directors and Officers	9
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NVG .......................................10
3.1	Organization and Good Standing	10
3.2	Authorizations, and Binding Effect	10
3.3	Consents	11
3.4	Litigation and Compliance	11
3.5	Financial Statements	12
3.6	Taxes	12
3.7	Absence of Certain Changes, Etc.	13
3.8	Subsidiaries	13
3.9	Capitalization	13
3.10	Environmental Matters	14
3.11	Licence and Title	15
3.12	Indebtedness	15
3.13	Undisclosed Liabilities	15
3.14	Contracts	15
3.15	Employees	16
3.16	Insurance	16
3.17	Non-Arm’s Length Transactions	17
3.18	Intellectual Property	17

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3.19	Brokers	17
3.20	Compliance with Laws	17
3.21	Anti-Bribery Laws	18
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF FINCO ....................................18
4.1	Organization and Good Standing	18
4.2	Authorizations, and Binding Effect	19
4.3	Business	20
4.4	Capitalization	20
4.5	Property	20
4.6	Absence of Undisclosed Liabilities and Indebtedness	20
4.7	Brokers	21
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF G2G ........................................21
5.1	Organization and Good Standing	21
5.2	Authorizations, and Binding Effect	21
5.3	Consents	22
5.4	Litigation and Compliance	22
5.5	Public Filings; Financial Statements	23
5.6	Taxes	25
5.7	Employees	25
5.8	Contracts, Etc	25
5.9	Absence of Certain Changes, Etc.	26
5.10	Subsidiaries	26
5.11	Capitalization	26
5.12	Environmental Matters	27
5.13	Licence and Title	27
5.14	Indebtedness	27
5.15	Undisclosed Liabilities	28
5.16	Brokers	28
5.17	Anti-Bribery Laws	28
ARTICLE 6 COVENANTS .........................................................................................................29
6.1	Non-Solicitation	29
6.2	Standstill	29
6.3	Ordinary Course of Business	29
6.4	NVG Information for G2G Filing Statement	29

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ARTICLE 7 CONDITIONS TO OBLIGATIONS OF G2G, PUBCO SUB AND	ARTICLE 7 CONDITIONS TO OBLIGATIONS OF G2G, PUBCO SUB AND
	MERGER SUB ......................................................................................................30
7.1	Conditions Precedent to Completion of the Business Combination	30
ARTICLE 8 CONDITIONS TO OBLIGATIONS OF NVG AND FINCO ................................31
8.1	Conditions Precedent to Completion of the Business Combination	31
ARTICLE 9 MUTUAL CONDITIONS PRECEDENT ..............................................................32
9.1	Mutual Conditions Precedent	32
ARTICLE 10 TERMINATION ...................................................................................................33
10.1	Termination of this Agreement	33
10.2	Survival of Representations and Warranties	34
ARTICLE 11 MISCELLANEOUS ..............................................................................................34
11.1	Further Actions	34
11.2	Entire Agreement	34
11.3	Descriptive Headings	34
11.4	Notices	35
11.5	Governing Law	36
11.6	Enurement and Assignability	36
11.7	Public Announcements	36
11.8	Confidentiality	36
11.9	Remedies	36
11.10	Waivers and Amendments	37
11.11	Illegalities	37
11.12	Expenses and Sponsorship	37
11.13	Currency	37
11.14	Counterparts	37
SCHEDULE A DEFINITIONS .....................................................................................................1
SCHEDULE B FINCO PUBCO SUB AMALGAMATION AGREEMENT ...............................1
SCHEDULE C NVG MERGER SUB MERGER AGREEMENT ................................................1
SCHEDULE D SPECIAL RIGHTS AND RESTRICTIONS FOR RESULTING ISSUER
	SUBORDINATE VOTING SHARES AND RESULTING ISSUER
	PROPORTIONATE VOTING SHARES ................................................................2

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT dated March 22, 2021 is made

AMONG:

GOOG2GO CORP. , a corporation existing under the laws of Ontario

(hereinafter referred to as “ G2G ”)

and -

NOWVERTICAL GROUP, INC. , a corporation existing under the laws of Delaware

(hereinafter referred to as “ NVG ”)

-and -

NVG CANADA FINCO, INC. , a corporation existing under the laws of Ontario

(hereinafter referred to as “ Finco ”)

-and -

2824877 ONTARIO INC. , a corporation existing under the laws of Ontario

(hereinafter referred to as “ Pubco Sub ”)

-and -

GOOD2GO (US) CORP. , a corporation existing under the laws of Delaware

(hereinafter referred to as “ Merger Sub ”)

WHEREAS the Parties (as hereinafter defined) have agreed, subject to the satisfaction of certain conditions precedent, that Finco and Pubco Sub shall carry out a three-cornered amalgamation pursuant to which, among other things, each Pubco Sub Share (as hereinafter defined) shall be exchanged for one Amalco Share (as hereinafter defined) and each Finco Share (as hereinafter defined) held by Finco Shareholders (as hereinafter defined) at the time of such amalgamation shall be exchanged for one Subordinated Voting Share (as hereinafter defined);

AND WHEREAS the Parties have agreed that, subsequent to the above amalgamation and subject to the satisfaction of certain conditions precedent, G2G, NVG and Merger Sub shall carry

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out a reverse triangular merger pursuant to which, among other things, each NVG Share held by non-U.S. resident NVG Shareholders (other than NVG Shares held by G2G immediately prior to the merger) shall be exchanged for Subordinate Voting Shares and each NVG Share held by U.S. resident NVG Shareholders shall be exchanged for Proportionate Voting Shares (as hereinafter defined), the whole as set forth herein;

AND WHEREAS prior to the Effective Time (as hereinafter defined), G2G shall (i) approve the Name Change (as hereinafter defined), (ii) complete the Consolidation (as hereinafter defined), (iii) complete the Reclassification (as hereinafter defined) whereby G2G shall reclassify postConsolidation G2G Shares (as hereinafter defined) into Subordinated Voting Shares, and (vi) create the Proportionate Voting Shares (as hereinafter defined);

AND WHEREAS , immediately following the Effective Time, G2G shall complete the Name Change (as hereinafter defined);

AND WHEREAS , the Parties wish to make certain representations, warranties, covenants and agreements in connection with the Business Combination (as hereinafter defined);

NOW THEREFORE , in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1 GENERAL

1.1 Defined Terms

Capitalized terms used herein and not otherwise defined has the meanings ascribed to such terms in Schedule A.

ARTICLE 2 BUSINESS COMBINATION

2.1 Business Combination – Prior Steps

The following steps shall occur prior to the Effective Date:

(a) NVG, G2G and Merger Sub shall enter into the NVG Merger Sub Merger Agreement, which shall take effect on the Effective Date in the step at Section 2.7.
(b) G2G shall (i) call the G2G Meeting and prepare and mail the G2G Circular to the G2G Shareholders, following which G2G shall not amend or supplement such circular without the prior written consent of NVG, such consent not to be unreasonably withheld or delayed, (ii) execute a written resolution approving the NVG Merger Sub Merger, and (iii) execute a written resolution entering into the
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Finco Pubco Sub Amalgamation Agreement and approving the terms and conditions prescribed therein.

(c) NVG shall obtain the written consent resolution of the NVG Shareholders approving the NVG Merger Sub Merger and inform NVG security holders of their dissent rights under DGCL.
(d) Finco shall obtain the written consent resolution of the Finco Shareholders approving the Finco Pubco Sub Amalgamation and Pubco Sub shall obtain the written consent resolution of G2G approving the Finco Pubco Sub Amalgamation.

2.2 Business Combination – Consolidation, Name Change, Reclassification and Creation of Shares

On the Effective Date, the board of directors of G2G in accordance with the requirements of the OBCA shall take all necessary steps to give effect to and implement the creation of the Subordinate Voting Shares and the Proportionate Voting Shares upon and subject to the terms of this Agreement, the Reclassification, the Name Change and, following the creation of the Subordinate Voting Shares, the Consolidation.

2.3 Business Combination – Exchange of Subscription Receipts

On the Effective Date, following delivery of the Escrow Release Notice by G2G, NVG and Finco to the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement, the Subscription Receipts shall automatically be exchanged for Finco Shares pursuant to the terms and conditions of the Subscription Receipts and the Subscription Receipt Agreement.

2.4 Business Combination – Finco Pubco Sub Amalgamation

(a) Following the step in Section 2.3, Finco shall redeem NVG’s Finco Shares for an amount equal to the subscription price thereof.
(b) Immediately after the step in Section 2.4(a), Finco Shareholders and G2G agree to effect the combination of Finco and Pubco Sub by way of a “three-cornered amalgamation” among G2G, Pubco Sub and Finco, in order to create Amalco by causing Finco and Pubco Sub to enter into the Finco Pubco Sub Amalgamation Agreement.
(c) Upon completion of the creation of the Subordinate Voting Shares and Proportionate Voting Shares, the reclassification of the G2G Shares into Subordinate Voting Shares (the “ Reclassification ”), the Consolidation and the Name Change, Pubco Sub and Finco shall jointly complete and file the Finco Pubco Sub Amalgamation Application with the Ministry of Government and Consumer Services under the OBCA.
(d) Upon the issuance of the Finco Pubco Sub Certificate of Amalgamation giving effect to the Finco Pubco Sub Amalgamation, Pubco Sub and Finco shall be
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amalgamated and shall continue as one corporation (Amalco) effective on the date of the Finco Pubco Sub Certificate of Amalgamation under the terms and conditions prescribed in the Finco Pubco Sub Amalgamation Agreement.

(e) In connection with the Finco Pubco Sub Amalgamation:
(i) each holder of Finco Shares shall receive one fully paid and nonassessable Subordinated Voting Share for each Finco Share held, following which all such Finco Shares shall be cancelled;
(ii) G2G shall receive one fully paid and non-assessable Amalco Share for each Pubco Sub Share held by G2G, following which all such Pubco Sub Shares shall be cancelled;
(iii) in consideration for the issuance of Subordinated Voting Shares under step in Section 2.4(e)(i), Amalco shall issue to G2G one fully paid and nonassessable Amalco Share for each Subordinated Voting Share issued to the holders of Finco Shares;
(iv) there shall be added to the stated capital account maintained by Amalco in respect of the Amalco Shares an amount equal to the paid-up capital for purposes of the ITA of the Finco Shares and the Pubco Sub Shares immediately prior to the Amalgamation;
(v) there shall be added to the stated capital account maintained by G2G in respect of the Subordinated Voting Shares the paid-up capital for purposes of the ITA of the Finco Shares immediately prior to the Amalgamation; and
(vi) each Finco Compensation Warrant outstanding immediately prior to the Finco Pubco Sub Amalgamation shall be exchanged for one G2G Compensation Warrant entitling the holder thereof to acquire Subordinated Voting Shares on substantially the same terms and conditions as were applicable to the Finco Compensation Warrants immediately prior to the Finco Pubco Sub Amalgamation, following which all Finco Compensation Warrants shall be cancelled. G2G shall deliver certificates representing the G2G Compensation Warrants to former holders of Finco Compensation Warrants in accordance with the instructions of former holders thereof; and
(vii) Amalco shall become a wholly-owned subsidiary of G2G.

2.5 Business Combination – Conversion of Convertible Notes

The NVG Convertible Notes shall automatically be converted into NVG Shares pursuant to the terms and conditions of the NVG Convertible Notes.

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2.6 Business Combination – Section 85 of the ITA Election

(a) Prior to the NVG Merger Sub Merger, each NVG Shareholder who is a Canadian resident for the purposes of the ITA may, at the NVG Shareholder’s option, exchange and transfer its NVG Shares, free and clear of all Encumbrances, to G2G in exchange for Subordinate Voting Shares, on the basis of 1.778 fully paid and non-assessable Subordinate Voting Shares for each NVG Share (the “ Canadian Exchange ”), pursuant to a share transfer agreement which shall contain representations, warranties and covenants consistent with the scope and content of this Agreement and specify whether the share exchange shall be made pursuant to Section 85 of the ITA and the corresponding provisions of any applicable provincial Tax Law (the “ Canadian Exchange Agreement ”), provided that the NVG Shareholder delivers an executed copy of the Canadian Exchange Agreement to G2G at least five (5) Business Days prior to the Effective Date, after which time the Canadian Exchange Agreement shall be null and void and the NVG Shares held by the NVG Shareholder shall be subject to the terms of the NVG Merger Sub Merger. No party to a Canadian Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of G2G.
(b) G2G agrees to jointly make an election under Section 85 of the ITA and the corresponding provisions of any applicable provincial Tax Law with any eligible NVG Shareholder who so requests, provided that a completed copy of all applicable election forms, prepared within the limits and in the form and manner prescribed by Section 85 of the ITA and the corresponding provisions of any applicable provincial Tax Law, is delivered by the NVG Shareholder to G2G together with the Canadian Exchange Agreement. G2G agrees to execute any such election forms received and to return an executed copy to the NVG Shareholder by postage mail or email within 30 days of receipt thereof. It is agreed and acknowledged that the NVG Shareholder shall be solely responsible for filing the election forms with the appropriate Tax authorities in a timely manner and that G2G shall assume no liability in favour of the NVG Shareholder if the forms are not filed or are late-filed, or if Section 85 of the ITA and the corresponding provisions of any applicable provincial Tax Law are not applicable to the Canadian Exchange.

2.7 Business Combination – NVG Merger Sub Merger

(a) NVG, G2G and Merger Sub shall effect the reverse triangular merger set forth in the NVG Merger Sub Merger Agreement.
(b) Merger Sub and NVG shall jointly complete and file the NVG Merger Sub Certificate of Merger.
(c) Upon the issuance of the NVG Merger Sub Certificate of Merger giving effect to the NVG Merger Sub Merger, NVG and Merger Sub shall be merged and NVG shall continue as the surviving entity of such merger on the date of the NVG
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Merger Sub Certificate of Amalgamation (the “ Effective Date ”) under the terms and conditions prescribed in the NVG Merger Sub Merger Agreement.

(d) Immediately prior to the Effective Time, each NVG RSU shall vest and be settled and exchanged for one NVG Share. The NVG Shares issued in exchange for each NVG RSU shall convert into Proportionate Voting Shares or Subordinated Voting Shares, as applicable, at the Effective Time pursuant to the step in Section 2.7(e)(i) below.
(e) At the Effective Time and in connection with the NVG Merger Sub Merger:
(i) each NVG Shareholder exchanges its NVG Shares with G2G as follows: each U.S. resident NVG Shareholder shall receive 1.778 fully paid and non-assessable Proportionate Voting Shares in exchange for each 100 NVG Shares held; and each non-U.S. resident NVG Shareholder (other than G2G) shall receive 1.778 fully paid and non-assessable Subordinate Voting Shares in exchange for each NVG Share held;
(ii) in consideration for the issuance by G2G of the Proportionate Voting Shares and Subordinated Voting Shares pursuant to the step in Section 2.7(e)(i), Post-Merger NVG shall issue to G2G one Post-Merger NVG Common Share for each NVG Share exchanged;
(iii) each Merger Sub Share held by G2G immediately prior to the NVG Merger Sub Merger shall be exchanged into one Post-Merger NVG Preferred Share having a redemption value equal to the amount contributed by G2G to Merger Sub for the subscription of such Merger Sub Share, following which all Merger Sub Shares shall be cancelled;
(iv) NVG Shares held by G2G immediately prior to the Effective Time shall not be exchanged under the NVG Merger Sub Merger.
(v) G2G shall add to the stated capital account maintained in respect of the Proportionate Voting Shares and the Subordinated Voting Shares an amount equal to the value of the Post-Merger NVG Common Shares received as consideration therefor under the step in Section 2.7(e)(ii);
(vi) no fractional Proportionate Voting Shares or Subordinated Voting Shares shall be issued to NVG Shareholders under the step in Section 2.7(e)(i); in lieu of any fractional entitlement, the number of Proportionate Voting Shares or Subordinated Voting Shares, as the case may be, issued to each former NVG Shareholder shall be rounded down to the next lesser whole number of Proportionate Voting Shares or Subordinated Voting Shares, as the case may be, without any payment in respect of any fractional share;
(vii) G2G shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any NVG Shareholder such amounts as are required to be
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deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the NVG Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts (if any) are actually remitted to the appropriate taxing authority;

(viii) each NVG Option held by a Canadian resident shall be exchanged for 1.778 G2G Legacy Options, following which all such NVG Options shall be cancelled and the central securities ledger of G2G shall be updated to evidence such G2G Legacy Options;
(ix) each NVG Option held by a U.S. resident shall be exchanged for 1.778 G2G Legacy Options, following which all such NVG Options shall be cancelled and the central securities ledger of G2G shall be updated to evidence such G2G Legacy Options;
(x) each NVG Convertible Note Compensation Warrant outstanding immediately prior to the NVG Merger Sub Merger shall be exchanged for 1.778 G2G Convertible Note Compensation Warrants entitling the holder thereof to acquire Subordinated Voting Shares on substantially the same terms and conditions as were applicable to the NVG Convertible Note Compensation Warrants immediately prior to the NVG Merger Sub Merger, following which all NVG Convertible Note Compensation Warrants shall be cancelled. G2G shall deliver certificates representing the G2G Convertible Note Compensation Warrants to former holders of NVG Convertible Note Compensation Warrants in accordance with the instructions of former holders thereof; and
(xi) Post-Merger NVG shall become a wholly-owned subsidiary of G2G.
(f) At the Effective Time:
(i) subject to subsection 2.7(e)(i), the registered NVG Shareholders shall become the registered holders of the Proportionate Voting Shares or the Subordinated Voting Shares to which they are entitled, calculated in accordance with the provisions hereof. G2G shall deliver Proportionate Voting Shares and the Subordinated Voting Shares to former NVG Shareholders electronically by direct registration system, without the need for such holder to surrender certificates representing the NVG Shares; and
(ii) G2G shall become the registered holder of the Post-Merger NVG Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Post-Merger NVG Shares to which it is entitled, calculated in accordance with the provisions hereof.
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The Parties intend and agree that the transactions set forth in Sections 2.1 through 2.7 shall be completed as and in the order specified and that no single transaction of Sections 2.1 through 2.7 shall be completed without the intent of the Parties to complete the remaining transactions.

2.8 Business Combination – Liquidation and Dissolution of Amalco

Following the transfer of the assets of Amalco to G2G on the Effective Date, net of expenses payable to G2G pursuant to this Agreement, NVG shall liquidate and dissolve Amalco on such date as determined by NVG in its sole discretion.

2.9 U.S. Tax Matters

Each Party agrees that: (a) the transfers of cash or other property directly or indirectly to G2G and the transfers of G2G shares pursuant to the Financing and the transactions contemplated by Section 2.3 through Section 2.8, are intended to constitute a single integrated transaction qualifying as an exchange pursuant to Section 351 of the Code, (b) the Canadian Exchange contemplated by Section 2.6 and the transactions contemplated by Section 2.7 (NVG Merger Sub Merger) are intended to be treated as a series of integrated steps that, in accordance with Revenue Ruling 2001-26, 2001-1 C.B. 1297, qualifies qualify as a “reorganization” pursuant to Section 368(a) of the Code, (c) such Party shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulations section 1.351-3 and/or Treasury Regulations section 1.368-3 in connection with each of the transactions set forth in subsection (a) and (b), and (d) such Party shall otherwise use its commercially reasonable to cause the transactions set forth in subsection (a) to qualify as an exchange pursuant to Section 351 of the Code and the transactions set forth in subjection (b) to qualify as a “reorganization” pursuant to Section 368(a) of the Code. In connection with transactions described in subsections (a) and (b), the Parties agree to treat G2G as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Except as otherwise required by this Agreement, no Party shall take any action, fail to take any action, cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent (1) the transactions described in subsection (a) from qualifying as an exchange pursuant to Section 351 of the Code, (2) the transactions described in subsection (b) from qualifying as a “reorganization” pursuant to Section 368(a) of the Code, or (3) G2G from being treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code. Each Party hereto agrees to act in good faith, consistent with the terms of this Agreement and the intent of the Parties and the intended treatment of such transactions as set forth in this Section 2.9. Notwithstanding the foregoing, no Party makes any representation, warranty or covenant to any other party or to any NVG unitholder or other holder of NVG securities (including, without limitation, stock options, warrants, subscription receipts, debt instruments or other similar rights or instruments) regarding the tax treatment of the transactions contemplated by this Agreement, including, but not limited to, whether the transactions described in subsection (a) will each qualify as an exchange pursuant to Section 351 of the Code, the transactions described in subsection (b) will qualify as a “reorganization” pursuant to Section 368(a) of the Code, or whether G2G

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will be treated as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the Code as a result of the transactions set forth in subsection (a).

2.10 Board of Directors and Officers

Each of the Parties hereby agrees that concurrently with the completion of the Business Combination, it is intended that all of the current directors and officers of G2G, Pubco Sub and Merger Sub shall resign without payment by or any liability to G2G, Pubco Sub, Merger Sub, Finco, Amalco or Post-Merger NVG, and each such director and officer shall execute and deliver a release in favour of G2G, Pubco Sub, Merger Sub, Finco, Amalco and Post-Merger NVG in a form acceptable to G2G and NVG, each acting reasonably. Subject to TSXV approval, the board of directors of G2G shall consist of five directors and be comprised of the following persons (collectively, the “ New G2G Directors ”) and management of G2G shall be comprised of the following persons (collectively, the “ New G2G Management ”):

New G2G Directors:

Daren Trousdell	Chairman
John Adamovich	Director
Darrell MacMullin	Independent Director
Scott Nierberski	Independent Director
One additional director nominee to be designated by NVG at
its discretion

New G2G Management:

Daren Trousdell	Chief Executive Officer
John Adamovich	Chief Financial Officer
Andre Garber	Executive Vice President, Corporate Development & Legal Affairs
Altaf Bahora	Chief Technology Officer
Aimee Lessard	Chief Analytics Officer
Additional nominees for	management to be designated by
NVG at its discretion

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NVG

NVG represents and warrants to and in favour of G2G, Pubco Sub, Merger Sub and Finco and acknowledges that G2G, Pubco Sub, Merger Sub and Finco are relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:

3.1 Organization and Good Standing

(a) Each NVG Group Member is organized, validly existing, and in good standing under the Laws of the jurisdiction of its formation and is qualified to transact business and is in good standing as a foreign company in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on NVG.
(b) Each NVG Group Member has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.

3.2 Authorizations, and Binding Effect

(a) NVG has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly executed and delivered by NVG and constitutes a legal, valid, and binding obligation of NVG, enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution, delivery, and performance of this Agreement shall not:
(i) constitute a violation of the constating documents of NVG;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which NVG is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect on NVG;
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(iii) constitute a violation of any Law applicable or relating to NVG or its business except for such violations which would not have a Material Adverse Effect on NVG; or
(iv) result in the creation of any lien upon any of the assets of NVG other than such liens as would not have a Material Adverse Effect on NVG.
(d) Other than pursuant to this Agreement, neither NVG nor any Affiliate or Associate of NVG nor, to the knowledge of NVG, any director or officer of NVG beneficially owns or has the right to acquire a beneficial interest in any G2G Shares.

3.3 Consents

No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Authority is required by or with respect to an NVG Group Member in connection with the execution and delivery of this Agreement by the NVG Group Members, the performance of their obligations hereunder or the consummation by an NVG Group Member of the Finco Pubco Sub Amalgamation and the NVG Merger Sub Merger other than: (i) the approval of NVG Shareholders; (ii) the approval of the Business Combination as G2G’s Qualifying Transaction by the TSXV and the listing of the Subordinate Voting Shares on the TSXV; (iii) the filing of articles of amendment of G2G to effect creation of the Subordinate Voting Shares and Proportionate Voting Shares, the Name Change and the Reclassification and the issuance of a certificate in respect thereof; (iv) the Consolidation; (v) such registrations and other actions required under applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of a new corporations pursuant to the Finco Pubco Sub Amalgamation and the NVG Merger Sub Merger; and (vi) any filings required under the OBCA and DGCL.

3.4 Litigation and Compliance

(a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of NVG, threatened:
(i) against or affecting NVG or with respect to or affecting any asset or property owned, leased or used by NVG; or
(ii) which question or challenge the validity of this Agreement, or the NVG Merger Sub Merger or any action taken or to be taken pursuant to this Agreement, or the NVG Merger Sub Merger;

except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on NVG nor is NVG aware of any basis for any such action, suit, claim, proceeding or investigation.

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(b) NVG has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on NVG.
(c) Neither NVG, nor any asset of NVG is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on NVG or which is reasonably likely to prevent NVG from performing its obligations under this Agreement.
(d) NVG has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on NVG.

3.5 Financial Statements

(a) The NVG Group Financial Statements shall be prepared in accordance with IFRS, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of NVG, Seafront and Signafire as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of NVG, Seafront and Signafire for the periods then ended.
(b) NVG maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(c) The NVG Group Financial Statements as of the respective dates thereof will not vary from the Draft NVG Group Financial Statements by more than plus or minus 3.0% on an item by item basis with respect to the items identified in writing by NVG to the Agents on the date hereof.

3.6 Taxes

Except as would not result in a Material Adverse Effect for NVG:

(a) Each NVG Group Member has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it prior to the date hereof, all such Tax Returns are complete and accurate in all material respects. All Taxes shown
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to be due on such Tax Returns, or otherwise owed, have been timely paid, other than those which are being contested in good faith and in respect of which adequate reserves have been provided in the financial statements of NVG.

(b) There are no actions, suits, proceedings, investigations or claims pending or threatened against an NVG Group Member in respect of Taxes or any matters under discussion with any Government relating to Taxes, and no waivers or written requests for waivers of the time to assess any such Taxes are outstanding or pending.
(c) Each NVG Group Member has withheld from each payment made to any of their past or present employees, officers or directors, and to any non-resident of such NVG Group Member’s jurisdiction of residence, the amount of all Taxes required to be withheld therefrom and have paid the same to the proper tax or receiving officers within the time required under applicable Law. Each NVG Group Member has remitted to the appropriate tax authorities within the time limits required all amounts collected by it in respect of Taxes.
(d) There are no material liens for Taxes upon any asset of an NVG Group Member except liens for Taxes not yet due.

3.7 Absence of Certain Changes, Etc.

Except as contemplated by the Business Combination and this Agreement, since December 31, 2020, there the has been no Material Adverse Change in the NVG Group and no NVG Group Member has authorized or entered into any Contract or authorized, taken or agreed to take (or fail to take) any action that would result in a Material Adverse Effect for NVG.

3.8 Subsidiaries

(a) All of the outstanding shares in the capital of Finco, Signafire and NVG Canada are owned of record and beneficially by NVG free and clear of all liens. NVG owns of record and beneficially 49% of the membership interests in Seafront, free and clear of all liens. Other than the foregoing, NVG does not own, directly or indirectly, any equity interest of or in any entity or enterprise organized under the Laws of any domestic or foreign jurisdiction.
(b) All outstanding shares in the capital of, or other equity interests in, each NVG Group Member have been duly authorized and are validly issued, fully paid and nonassessable.

3.9 Capitalization

(a) As at the date hereof, (i) the authorized capital of NVG consists of 25,000,000 NVG Shares with par value of par value US$0.00001, of which 16,086,423 NVG Shares are issued and outstanding.
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(b) All issued and outstanding shares in the capital of NVG have been duly authorized and are validly issued, fully paid and non-assessable, free of preemptive rights, except as may be set forth in the NVG Shareholder Rights Agreement, the NVG Voting Agreement and the NVG Right of First Refusal and Co-Sale Agreement.
(c) Other than pursuant to the NVG Shareholder Rights Agreement, the NVG Voting Agreement and the NVG Right of First Refusal and Co-Sale Agreement, there are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to the voting of any NVG Shares to which any NVG Group Member is a party, other than powers of attorney granted to the President of NVG by certain NVG Shareholders;
(ii) securities issued by any NVG Group Member that are convertible into or exchangeable for any NVG Shares, other than the NVG Convertible Notes, the NVG Options and the NVG RSUs;
(iii) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any NVG Shares or securities convertible into or exchangeable or exercisable for any such common shares, in each case granted, extended or entered into by any NVG Group Member, other than:
- (A) NVG Options to purchase up to 1,458,415 NVG Shares;
- (B) 2,455,162 NVG RSUs; and
- (C) the NVG Convertible Notes;
(iv) agreements of any kind to which any NVG Group Member is party relating to the issuance or sale of any NVG Shares, or any securities convertible into or exchangeable or exercisable for any NVG Shares or requiring NVG to qualify securities of any NVG Group Member for distribution by prospectus under Canadian Securities Laws; or
(v) agreements of any kind which may obligate NVG to issue or purchase any of its securities, other than the NVG Convertible Note Compensation Warrants.

3.10 Environmental Matters

Each NVG Group Member is in compliance in all material respects with all applicable Environmental Laws and has not materially violated any then current environmental laws as applied at that time. To the knowledge of NVG, no NVG Group Member is the subject of: (i) any proceeding, application, order or directive which relates to any environmental,

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health or safety matter; or (ii) any demand or notice with respect to any Environmental Laws.

3.11 Licence and Title

NVG is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets which shall be reflected in the balance sheet forming part of NVG Group Financial Statements, except as indicated in the notes thereto, and such properties and assets are not subject to any mortgages, liens, charges, pledges, security interests, encumbrances, claims, demands, Encumbrances or defect in title of any kind except as shall be reflected in the balance sheets forming part of such financial statements and in the notes thereto and the NVG Group Member owns, possesses, or has obtained and is in compliance in all material respects with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.

3.12 Indebtedness

As at the date of this Agreement, no indebtedness for borrowed money was owing or guaranteed by any NVG Group Member except as shall be set forth in the NVG Group Financial Statements.

3.13 Undisclosed Liabilities

There are no material liabilities of the NVG Group of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which any NVG Group Member may become liable on or after the consummation of the transactions contemplated hereby other than:

(a) liabilities which shall be disclosed in, reflected in or provided for in the NVG Group Financial Statements; and
(b) liabilities incurred in the ordinary and usual course of business of the NVG Group and attributable to the period since December 31, 2020, none of which has had or may reasonably be expected to have a Material Adverse Effect on NVG.

3.14 Contracts

Except as would not result in a Material Adverse Effect for NVG, as at the date of this Agreement, all of the material Contracts of NVG Group are valid and subsisting agreements, enforceable in accordance with their terms, and can be fulfilled and performed in all material respects by the respective NVG Group Member in the ordinary course. Except as would not result in a Material Adverse Effect for NVG, each such material Contract is unamended since being made available to G2G, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time or both, would

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constitute an event of default by the NVG Group Member under any material Contract. To the knowledge of NVG Group, no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by any other party to any such material Contract, none of the NVG Group Members is alleged to be in default of any of the provisions of such material Contracts, and NVG Group is not aware of any disputes with respect thereto.

3.15 Employees

(a) Except as disclosed by NVG to G2G, there are no Contracts, written or oral, between NVG Group on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than Contracts with professional advisors engaged to provide services in connection with the Business Combination and the Financing) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.
(b) No NVG Group Member is party to a collective bargaining agreement.
(c) Each NVG Group Member has operated and is currently operating in compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a Material Adverse Effect on NVG and there have been no employment related complaints against the NVG Group, as applicable.
(d) To the knowledge of NVG, there are no complaints or threatened complaints against the NVG Group before any employment standards branch or tribunal or human rights commission or tribunal, nor any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.
(e) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon the NVG Group to do or refrain from doing any act or place a material financial obligation on the NVG Group.

3.16 Insurance

The NVG Group maintains, or shall within 45 days of the Effective Date maintain, insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their assets and business in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage, fidelity or surety bonds are in good standing and in full force and effect in all respects, and not in default. The NVG Group Members are in compliance with the terms of such

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policies and instruments in all material respects and there are no material claims by the NVG Group under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the NVG Group has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue the business at a cost that would not have a Material Adverse Effect on NVG, and none of the NVG Group Members has failed to promptly give any notice of any material claim thereunder.

3.17 Non-Arm’s Length Transactions

Except as shall be disclosed in the NVG Group Financial Statements:

(a) none of the NVG Group Members has engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of an NVG Group Member or any other person with whom an NVG Group Member is not dealing at arm’s length (within the meaning of the ITA) or any Affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses; and
(b) none of the NVG Group Members is a party to any contract or agreement with any director, officer, employee, or shareholder of an NVG Group Member or any other person with whom an NVG Group Member is not dealing at arm’s length (within the meaning of the ITA) or any Affiliate of any of the foregoing, other than employment agreements entered into in the ordinary course.

3.18 Intellectual Property

An NVG Group Member owns or possesses sufficient legal rights to use all Intellectual Property that is Related to the Business as now conducted. To NVG’s knowledge, no product or service marketed or sold by an NVG Group Member violates any license or infringes any intellectual property rights of any other Person.

3.19 Brokers

Other than in connection with the Financing, neither NVG nor to the knowledge of NVG any of its Associates, Affiliates or Advisors have retained any broker or finder in connection with the NVG Merger Sub Merger or the other transactions contemplated hereby, nor have any of the foregoing incurred any liability to any broker or finder by reason of any such transaction.

3.20 Compliance with Laws

Each NVG Group Member is, in all material respects, conducting its business in compliance with all applicable permit and Laws, including Laws pertaining to collection and protection of personal information, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns,

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leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned or leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor, to the knowledge of NVG, any facts that could give rise to a notice of non-compliance with any such permits or Laws which would reasonably be expected to result in a Material Adverse Change in respect of NVG.

3.21 Anti-Bribery Laws

Neither NVG nor to the knowledge of NVG, any director, officer, employee or consultant of NVG, has (i) violated any anti-bribery or anti-corruption laws applicable to NVG, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act , or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of NVG in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither NVG nor to the knowledge of NVG, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded NVG or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption Laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such Laws, or received any notice, request, or citation from any person alleging non-compliance with any such Laws.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF FINCO

Finco represents and warrants to and in favour of G2G, Pubco Sub, Merger Sub and NVG and acknowledges that G2G, Pubco Sub, Merger Sub and NVG are relying on such representations and warranties in connection with this Agreement and the transactions contemplated herein:

4.1 Organization and Good Standing

(a) Finco is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and is qualified to transact
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business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on Finco. There are no subsidiaries of Finco.

(b) Finco has the corporate power and authority to own, lease or operate its properties and to carry on its business as now conducted.

4.2 Authorizations, and Binding Effect

(a) Finco has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Finco Pubco Sub Amalgamation, subject to the approval of the Finco Amalgamation Resolution by the Finco Shareholder.
(b) This Agreement has been duly executed and delivered by Finco and constitutes a legal, valid, and binding obligation of Finco, enforceable against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution, delivery, and performance of this Agreement shall not:
(i) constitute a violation of the articles of Finco;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which Finco is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect on Finco;
(iii) constitute a violation of any Law applicable or relating to Finco or its business except for such violations which would not have a Material Adverse Effect on Finco; or
(iv) result in the creation of any lien upon any of the assets of Finco other than such liens as would not have a Material Adverse Effect on Finco.
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4.3 Business

Finco does not engage in any business in any jurisdiction, other than in connection with the Financing. Finco is not a party to any Contract other than the Agreement. Finco does not and has never had any operations or provided any services other than in connection with the Financing.

4.4 Capitalization

(a) As at the date hereof, the authorized capital of Finco consists of an unlimited number of Finco Shares without nominal or par value, of which 100 Finco Shares are issued and outstanding.
(b) All issued and outstanding shares in the capital of NVG have been duly authorized and are validly issued, fully paid and non-assessable, free of preemptive rights.
(c) There are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to the voting of any Finco Shares to which Finco is a party;
(ii) securities issued by Finco that are convertible into or exchangeable for any Finco Shares;
(iii) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Finco Shares or securities convertible into or exchangeable or exercisable for any such common shares, in each case granted, extended or entered into by Finco;
(iv) agreements of any kind to which any Finco is party relating to the issuance or sale of any Finco Shares, or any securities convertible into or exchangeable or exercisable for any Finco Shares or requiring Finco to qualify securities of Finco for distribution by prospectus under Canadian Securities Laws; or
(v) agreements of any kind which may obligate Finco to issue or purchase any of its securities.

4.5 Property

Aside from cash, Finco does not own any property, whether directly or indirectly, tangible or intangible, real or personal, including Intellectual Property.

4.6 Absence of Undisclosed Liabilities and Indebtedness

Finco has no liabilities or indebtedness.

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4.7 Brokers

Finco has not, nor, to the knowledge of NVG, has any of its Associates, Affiliates or Advisers have retained any broker or finder in connection with the transactions contemplated hereby, nor have any of the foregoing incurred any Liability to any broker or finder by reason of any such transaction.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF G2G

G2G hereby represents and warrants to NVG and Finco as follows and acknowledges that each of NVG and Finco is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:

5.1 Organization and Good Standing

(a) Each G2G Group Member is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and is qualified to transact business and is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its business as presently conducted, except where the failure to be so qualified would not have a Material Adverse Effect on G2G or on any such company. Except for Pubco Sub and Merger Sub, there are no other subsidiaries of G2G.
(b) Each G2G Group Member has the corporate power and authority to own, lease, or operate its properties and to carry on its business as now conducted.

5.2 Authorizations, and Binding Effect

(a) Each G2G Group Member has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Business Combination, subject to the approval of the matters set out in the G2G Circular by G2G Shareholders at the G2G Meeting and the Pubco Sub Amalgamation Resolution by G2G by written consent resolution.
(b) This Agreement has been duly executed and delivered by each G2G Group Member and constitutes a legal, valid, and binding obligation of each G2G Group Member enforceable against each of them in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought.
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(c) The execution, delivery, and performance of this Agreement shall not:
(i) constitute a violation of the articles of any G2G Group Member;
(ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which any G2G Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on G2G;
(iii) constitute a violation of any Law applicable or relating to any G2G Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on any G2G Group Member; or
(iv) result in the creation of any lien upon any of the assets of any G2G Group Member, other than such liens as would not have a Material Adverse Effect on G2G.
(d) No G2G Group Member or any Affiliate or Associate of any G2G Group Member, nor to the knowledge of G2G, any director or officer of any G2G Group Member, beneficially owns or has the right to acquire a beneficial interest in any Finco Shares.

5.3 Consents

No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Authority is required by or with respect to a G2G Group Member in connection with the execution and delivery of this Agreement by the G2G Group Members, the performance of their obligations hereunder or the consummation by a G2G Group Member of the Finco Pubco Sub Amalgamation and the NVG Merger Sub Merger other than: (i) the G2G Shareholders’ approval of the matters set forth for approval in the G2G Circular; (ii) the approval of the Business Combination as G2G’s Qualifying Transaction by the TSXV and the listing of the Subordinate Voting Shares on the TSXV; (iii) the filing of articles of amendment to effect the Name Change, the Consolidation, the creation of the Subordinate Voting Shares and Proportionate Voting Shares, the Reclassification and the issuance of a certificate in respect thereof; (iv) such registrations and other actions required under applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of a new corporations on the Finco Pubco Sub Amalgamation and the NVG Merger Sub Merger; and (v) any filings with under the OBCA and DGCL.

5.4 Litigation and Compliance

(a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of G2G, threatened:
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(i) against or affecting any G2G Group Member or with respect to or affecting any asset or property owned, leased or used by any G2G Group Member; or
(ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation;

nor is G2G aware of any basis for any such action, suit, claim, proceeding or investigation.

(b) Each G2G Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of the G2G Group, except for noncompliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on G2G.
(c) No G2G Group Member, and no asset of any G2G Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on G2G or which is reasonably likely to prevent G2G or Pubco Sub from performing its respective obligations under this Agreement.
(d) To the knowledge of G2G, each G2G Group Member has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of the G2G Group, except where the failure to do so has not had and shall not have a Material Adverse Effect on G2G.

5.5 Public Filings; Financial Statements

(a) G2G has filed all documents required pursuant to applicable Canadian Securities Laws (the “ G2G Securities Documents ”). As of their respective dates, the G2G Securities Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws (and all other applicable securities laws) and, at the respective times they were filed, none of the G2G Securities Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. G2G has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.
(b) The consolidated financial statements (including, in each case, any notes thereto) of G2G for the years ended February 28, 2019 and 2020 included in the G2G Securities Documents were prepared in accordance with IFRS applied on a
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consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated assets, liabilities and financial condition of G2G and its consolidated subsidiaries as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of G2G and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the G2G Securities Documents, G2G has not, since February 28, 2020, made any change in the accounting practices or policies applied in the preparation of its financial statements.

(c) G2G is now, and on the Effective Date shall be, a “reporting issuer” (or its equivalent) under Canadian Securities Laws of each of the Provinces of Ontario, Alberta and British Columbia. G2G is not currently in default in any material respect of any requirement of Canadian Securities Laws and G2G is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such Provinces.
(d) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since February 28, 2020 with the present or former auditors of the G2G Group.
(e) Other than the voluntary halt trading request by G2G in connection with the Business Combination, no order ceasing or suspending trading in securities of any G2G Group Member or prohibiting the sale of securities by any G2G Group Member has been issued that remains outstanding and, to the knowledge of G2G, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission, self-regulatory organization or the TSXV.
(f) G2G maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(g) There are no contracts with G2G, on the one hand, and: (i) any officer or director of the G2G Group; (ii) any holder of 5% or more of the equity securities of G2G; or (iii) an associate or affiliate of a person in (i) or (ii), on the other hand.
(h) G2G is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. G2G is not registered as an “investment company” pursuant to the United States Investment Act of 1940 , as amended. None of G2G
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or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the U.S. Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Securities Act.

5.6 Taxes

Each G2G Group Member has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it prior to the date hereof, and all such Tax Returns are complete and accurate in all material respects. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, other than those which are being contested in good faith and in respect of which adequate reserves have been provided in the most recently published financial statements of G2G. G2G’s most recent audited consolidated financial statements reflect a reserve in accordance with IFRS for all Taxes payable by the G2G Group Members for all taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed in writing against any G2G Group Member, there are no actions, suits, proceedings, investigations or claims pending or threatened against any G2G Group Member in respect of Taxes or any matters under discussion with any Government relating to Taxes, in each case which are likely to have a Material Adverse Effect on G2G, and no waivers or written requests for waivers of the time to assess any such Taxes are outstanding or pending. Each G2G Group Member has withheld from each payment made to any of their past or present employees, officers and directors, and to any non-resident of Canada, the amount of all Taxes required to be withheld therefrom and has paid the same to the proper tax or receiving officers within the time required under applicable Law. Each G2G Group Member has remitted to the appropriate tax authorities within the time limits required all amounts required to be collected by it in respect of Taxes. There are no liens for Taxes upon any asset of the G2G Group except liens for Taxes not yet due.

5.7 Employees

No G2G Group Member has any employees.

5.8 Contracts, Etc

(a) Other than the G2G Material Contracts, no G2G Group Member is a party to or bound by any material Contract.
(b) Each G2G Group Member and, to the knowledge of G2G, each of the other parties thereto, is in material compliance with all covenants under any material Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such noncompliance or default under any material Contract as has not had and shall not have a Material Adverse Effect on G2G.
(c) No G2G Group Member is a party to or bound by any Contract that provides for any payment as a result of the consummation of any of the matters contemplated
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by this Agreement that would result in G2G having a cash balance of less than $nil at the time of the completion of the Business Combination.

5.9 Absence of Certain Changes, Etc.

Except as contemplated by the Business Combination and this Agreement, since February 28, 2020, there has been no Material Adverse Change in the G2G Group, and no G2G Group Member has authorized or entered into any Contract or authorized, taken or agreed to take (or fail to take) any action that would result in a Material Adverse Effect for G2G.

5.10 Subsidiaries

(a) All of the outstanding shares in the capital of Pubco Sub are owned of record and beneficially by G2G free and clear of all liens. G2G does not own, directly or indirectly, any equity interest of or in any entity or enterprise organized under the Laws of any domestic or foreign jurisdiction other than Pubco Sub.
(b) All outstanding shares in the capital of, or other equity interests in, each G2G Group Member have been duly authorized and are validly issued, fully paid and nonassessable.

5.11 Capitalization

(a) As at the date hereof: the authorized capital of G2G consists of an unlimited number of G2G Shares without nominal or par value, of which 5,411,670 G2G Shares are issued and outstanding (prior to giving effect to the Consolidation); the authorized capital of Merger Sub consists of 5,000 Merger Sub Shares with a par value of US$0.001 per share, of which 100 Merger Sub Shares are issued and outstanding; and the authorized capital of Pubco Sub consists of an unlimited number of Pubco Sub Shares without nominal or par value, of which 100 Pubco Sub Shares are issued and outstanding.
(b) All issued and outstanding shares in the capital of G2G have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights.
(c) There are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to the voting of any G2G Shares to which any G2G Group Member is a party;
(ii) securities issued by any G2G Group Member that are convertible into or exchangeable for any G2G Shares;
(iii) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any G2G Shares or securities convertible into or exchangeable or exercisable for
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any such common shares, in each case granted, extended or entered into by any G2G Group Member, other than:

(A) 405,000 G2G Options entitling their holders to purchase 405,000 G2G Shares at a purchase price of $0.10 for a period of five (5) years from their date of issuance;
(iv) agreements of any kind to which any G2G Group Member is party relating to the issuance or sale of any G2G Shares, or any securities convertible into or exchangeable or exercisable for any G2G Shares or requiring G2G to qualify securities of any G2G Group Member for distribution by prospectus under Canadian Securities Laws; or
(v) agreements of any kind which may obligate G2G to issue or purchase any of its securities, except for the Finder’s Fee Agreement.

5.12 Environmental Matters

Each G2G Group Member is in compliance in all material respects with all applicable Environmental Laws and has not materially violated any then current environmental laws as applied at that time. To the knowledge of G2G, no G2G Group Member is the subject of: (i) any proceeding, application, order or directive which relates to any environmental, health or safety matter; or (ii) any demand or notice with respect to any Environmental Laws.

5.13 Licence and Title

G2G is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material property or assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of G2G’s financial statements for the year ended February 28, 2020, except as indicated in the notes thereto, and such properties and assets are not subject to any mortgages, liens, charges, pledges, security interests, encumbrances, claims, demands, Encumbrances or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto and G2G owns, possesses, or has obtained and is in compliance in all material respects with, all licences, permits, certificates, orders, grants and other authorizations of or from any Governmental Authority necessary to conduct its business as currently conducted, in accordance in all material respects with applicable Laws.

5.14 Indebtedness

As at the date of this Agreement, no indebtedness for borrowed money was owing or guaranteed by any G2G Group Member.

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5.15 Undisclosed Liabilities

There are no material liabilities of the G2G Group of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which any G2G Group Member may become liable on or after the consummation of the transactions contemplated hereby other than:

(a) liabilities disclosed on or reflected or provided for in the most recent financial statements of G2G included in the G2G Securities Documents; and
(b) liabilities incurred in the ordinary and usual course of business of the G2G Group and attributable to the period since February 28, 2020, none of which has had or may reasonably be expected to have a Material Adverse Effect on G2G.

5.16 Brokers

Except as set forth in the Finder’s Fee Agreement, no G2G Group Member or, to the knowledge of G2G, any of their respective Associates, Affiliates or Advisers have retained any broker or finder in connection with the transactions contemplated hereby, nor have any of the foregoing incurred any Liability to any broker or finder by reason of any such transaction.

5.17 Anti-Bribery Laws

Neither G2G nor Pubco Sub nor to the knowledge of G2G, any director, officer, employee or consultant of the foregoing, has (i) violated any anti-bribery or anticorruption laws applicable to G2G or Pubco Sub, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act , or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of G2G or Pubco Sub in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person, in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither G2G nor Pubco Sub nor to the knowledge of G2G, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded G2G or Pubco Sub or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption Laws,

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in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such Laws, or received any notice, request, or citation from any person alleging non-compliance with any such Laws.

ARTICLE 6 COVENANTS

6.1 Non-Solicitation

Until the earlier of the Effective Date or the date of termination of this Agreement, except in connection with the Financing or as otherwise set forth herein, each Party agrees that it shall not, directly or indirectly, through any directors, officers, employees, accountants, legal counsel and other agents and representatives or otherwise, take any direct or indirect action to: (a) solicit, initiate, encourage, engage in or respond to any inquiries, submissions, proposals or offers regarding any merger, amalgamation, share exchange, business combination, take-over bid, sale or other disposition of material assets, recapitalization, reorganization, liquidation, sale or issuance of a material number of treasury securities (except upon the due exercise of convertible or exchangeable securities outstanding on the date hereof) or rights or interests therein or thereto or rights or options to acquire any material number of treasury securities or any type of similar transaction involving it, other than with the other party (each, an “ Acquisition Proposal ”); (b) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal; (c) agree to, approve or recommend an Acquisition Proposal; or (d) enter into any agreement related to an Acquisition Proposal.

6.2 Standstill

Until the earlier of the Effective Date or the date of termination of this Agreement, each of NVG and G2G agrees that it will not issue any securities, options, debt or financial instruments of any kind other than in connection with the exercise of currently outstanding convertible securities and, in respect of NVG, in connection with the Financing, pursuant to the acquisition of any company, business or material assets from an arm’s length third party without the consent of G2G (such consent not to be unreasonably withheld or delayed) or as otherwise set forth herein.

6.3 Ordinary Course of Business

Until the earlier of the Effective Date or the date of termination of this Agreement, except in connection with the Financing or as otherwise set forth herein, each Party agrees that it shall operate its respective business in a prudent and business-like manner in the ordinary course and in a manner consistent with past practice.

6.4 NVG Information for G2G Filing Statement

NVG shall furnish to G2G all such information concerning NVG as may be reasonably required by G2G in the preparation of the G2G Filing Statement and other documents related thereto and the G2G Circular in connection with the G2G Meeting, and NVG shall ensure that no such information provided by NVG for inclusion in the G2G Filing

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Statement shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished by NVG not misleading in light of the circumstances in which it is disclosed.

ARTICLE 7

CONDITIONS TO OBLIGATIONS OF G2G, PUBCO SUB AND MERGER SUB

7.1 Conditions Precedent to Completion of the Business Combination

The obligation of G2G, Pubco Sub and Merger Sub to complete the Business Combination is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by G2G acting alone:

(a) the representations and warranties of NVG and Finco set forth respectively in Article 3 and Article 4 qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date of this Agreement and on the Effective Date as if made on the Effective Date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in all material respects as of such date;
(b) NVG and Finco shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them prior to or on the Effective Date and G2G shall have received a certificate signed on behalf of NVG by an executive officer thereof to such effect dated as of the Effective Date;
(c) G2G shall have received the NVG Group Financial Statements, as well as such other NVG Group financial statements as may be required by the policies of the TSXV for purposes of the G2G Filing Statement, which financial statements shall be prepared in accordance with IFRS and shall include a balance sheet, a statement of cash flows and an income statement for the relevant periods (or the equivalent under IFRS);
(d) NVG shall have provided to G2G a certified copy of approval by the board of directors of NVG of the Business Combination;
(e) the completion of the Financing and the assets of Amalco including without limitation the funds received by Amalco pursuant to the Financing shall have been transferred to G2G; and
(f) there shall not have occurred any Material Adverse Change in respect of NVG or Finco since the date of this Agreement.
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ARTICLE 8 CONDITIONS TO OBLIGATIONS OF NVG AND FINCO

8.1 Conditions Precedent to Completion of the Business Combination

The obligation of NVG and Finco to complete the Business Combination is subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived by NVG acting alone:

(a) the representations and warranties of the G2G Group set forth in Article 5 qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date hereof and on the Effective Date as if made on the Effective Date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in all material respects as of such date;
(b) G2G, Pubco Sub and Merger Sub shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by G2G, Pubco Sub and Merger Sub, respectively, prior to or on the Effective Date and NVG shall have received certificates signed on behalf of G2G, Pubco Sub and Merger Sub by an executive officer of each of thereof to such effect dated as of the Effective Date;
(c) NVG shall have received the audited financial statements of G2G as of February 28, 2021, as well as such other G2G financial statements as may be required by the policies of the TSXV for purposes of the filing statement of G2G relating to the Business Combination, which financial statements shall be prepared in accordance with IFRS and shall include a balance sheet, a statement of cash flows and an income statement for the relevant periods (or the equivalent under IFRS);
(d) G2G shall have provided to NVG a certified copy of:
(i) approval by the G2G Shareholders of the matters set out in the G2G Circular at the G2G Meeting; and
(ii) approval by the board of directors of G2G of the Business Combination;
(e) there shall not have occurred any Material Adverse Change any of G2G, Pubco Sub or Merger Sub since the date of this Agreement;
(f) the G2G Shareholders shall have approved the matters set out in the G2G Circular at the G2G Meeting;
(g) G2G shall have completed and filed all necessary documents in accordance with the OBCA in respect of the matters set out in the G2G Circular to be approved at the G2G Meeting and the Name Change shall be effective;
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(h) G2G shall have under taken best efforts to ensure that all of the current directors and officers of G2G, Pubco Sub and Merger Sub shall have resigned without payment by or any liability to G2G, NVG, Finco, Pubco Sub or Amalco, and each such director and officer shall have executed and delivered a release in favour of G2G, Pubco Sub, Merger Sub, Finco, Amalco and Post-Merger NVG, in a form acceptable to G2G and NVG, each acting reasonably; and
(i) NVG shall be satisfied in its sole discretion that: (A) at the time of the completion of the Business Combination, G2G has a cash balance of not less than $0; and (B) G2G, Pubco Sub and Merger Sub have no liabilities.

ARTICLE 9 MUTUAL CONDITIONS PRECEDENT

9.1 Mutual Conditions Precedent

The obligations of G2G, Pubco Sub, Merger Sub, NVG and Finco to complete the Business Combination are subject to the satisfaction of the following conditions on or prior to the Effective Date. Other than in respect of the condition precedent in Section 9.1(k), which may only be waived by the Parties with the prior written consent of Echelon, each condition herein may be waived only with the consent in writing of both G2G and NVG:

(a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the completion of the Business Combination, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on NVG or G2G or materially impede the completion of the Business Combination, shall have been obtained;
(b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect;
(c) the Subordinate Voting Shares to be issued pursuant to the Business Combination shall have been conditionally approved for listing on the TSXV, subject to standard conditions on the Effective Date or as soon as practicable thereafter;
(d) if required by the TSXV, a sponsor report and an independent valuation shall have been delivered to the TSXV to its satisfaction;
(e) G2G shareholders shall have approved the adoption of the Omnibus Plan;
(f) on the Effective Date, no cease trade order or similar restraining order of any Canadian Securities Administrator or any U.S. federal or state securities administrator relating to the G2G Shares, the Subordinate Voting Shares or the Proportionate Voting Shares shall be in effect;
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(g) there shall not be pending or threatened any suit, action or proceeding by or before any Governmental Authority, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from G2G, Pubco Sub, Merger Sub, NVG or Finco any damages that are material in relation to G2G, Pubco Sub, Merger Sub, the NVG Group or Finco;
(h) the distribution of Amalco Shares, Post-Merger NVG Common Shares, PostMerger NVG Preferred Shares, Subordinate Voting Shares and Proportionate Voting Shares pursuant to the Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators );
(i) the offer and sale of the Post-Merger NVG Common Shares, the Post-Merger NVG Preferred Shares, the Subordinate Voting Shares and the Proportionate Voting Shares shall be exempt from registration under applicable federal U.S. Securities Laws and qualified or exempt from qualification or registration under all applicable U.S. Securities Laws of the states of the United States;
(j)
this Agreement shall not have been terminated in accordance with its terms; and
(k) G2G shall have received the NVG Group Financial Statements which will not vary from the Draft NVG Group Financial Statements by more than plus or minus 3.0% on an item by item basis with respect to the items identified in writing by NVG to the Agents on the date hereof.

ARTICLE 10 TERMINATION

10.1 Termination of this Agreement

This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters set out in the G2G Circular by the G2G Shareholders, or any other matters presented in connection with the Business Combination:

(a) by mutual written consent of the Parties;
(b) by G2G or NVG if there has been a breach of any of the representations, warranties, covenants and agreements on the part of the other such Party (the “ Breaching Party ”) set forth in this Agreement which has not been cured within ten (10) Business Days following receipt by the Breaching Party of written
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notice of such breach from the non-breaching Party (the “ Non-Breaching Party ”), provided, however, that notwithstanding the foregoing, the NonBreaching Party shall be entitled to immediately terminate this Agreement upon notice to the Breaching Party in the event of a material breach of Section 6.1 (Non-Solicitation), Section 6.2 (Standstill) Section 6.3 (Ordinary Course of Business) or Section 11.8 (Confidentiality); and

(c) by any Party if any permanent order, decree, ruling or other action of a court or other competent authority restraining, enjoining or otherwise preventing the consummation of the Business Combination shall have become final and nonappealable.

10.2 Survival of Representations and Warranties

The representations and warranties set forth in herein shall expire and be terminated on the earlier of the Effective Date or the termination of this Agreement.

ARTICLE 11 MISCELLANEOUS

11.1 Further Actions

From time to time, as and when requested by any Party, the other Parties shall execute and deliver, and use all commercially reasonable efforts to cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as may be reasonably requested in order to:

(a) carry out the intent and purposes of this Agreement;
(b) effect the Finco Pubco Sub Amalgamation and the NVG Merger Sub Merger (or to evidence the foregoing); and
(c) consummate and give effect to the other transactions, covenants and agreements contemplated by this Agreement.

11.2 Entire Agreement

This Agreement, which includes the Schedules hereto and the other documents, agreements, and instruments executed and delivered pursuant to or in connection with this Agreement, contains the entire Agreement between the Parties with respect to matters dealt within herein and, except as expressly provided herein, supersedes all prior arrangements or understandings with respect thereto, including the Letter of Intent.

11.3 Descriptive Headings

The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

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11.4 Notices

All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by electronic mail, nationally recognized overnight courier, or registered or certified mail, postage prepaid, addressed as follows:

(a) If to G2G, Pubco or Merger Sub:

Good2Go Corp. 1 King Street West, Suite 1505 Toronto, ON M5H 1A1 Attention: James Cassina E-mail: [email protected]

with a copy (which shall not constitute notice) to:

WeirFoulds LLP 66 Wellington Street West, Suite 4100 Toronto, ON M5K 1B7

Attention: Michael Dolphin E mail: [email protected]

(b)

If to NVG or Finco:

NowVertical Group, Inc. 7750 Okeechobee Blvd PMB 2024 West Palm Beach, FL 33411

Attention: Daren Trousdell E-mail: [email protected]

with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP 800 Rue du Square-Victoria, Suite 3500 Montréal, QC H4Z 1E9

Attention: Neil Kravitz Email: [email protected]

Any such notices or communications shall be deemed to have been received: (i) if delivered personally or sent by nationally recognized overnight courier or by electronic mail, on the date of such delivery; or (ii) if sent by registered or certified mail, on the third Business Day following the date on which such mailing was postmarked. Any Party may by notice change the address to which notices or other communications to it are to be delivered or mailed.

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11.5 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, but references to such laws shall not, by conflict of laws, rules or otherwise require application of the law of any jurisdiction other than the Province of Ontario and the Parties hereby further irrevocably attorn to the jurisdiction of the Courts of the Province of Ontario in respect of any matter arising hereunder or in connection with the transactions contemplated in this Agreement.

11.6 Enurement and Assignability

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, provided that this Agreement shall not be assignable otherwise than by operation of law by any Party without the prior written consent of the other Parties, and any purported assignment by any Party without the prior written consent of the other Parties shall be void.

11.7 Public Announcements

The Parties agree that no disclosure or announcement, public or otherwise, in respect of the Business Combination, this Agreement or the transactions contemplated herein shall be made by any Party or its representatives without the prior agreement of the other Parties as to timing, content and method, hereto, provided that the obligations herein shall not prevent any Party from making, after consultation with the other Parties, such disclosure as its counsel advises is required by applicable Law or the rules and policies of the TSXV (or any other relevant stock exchange). If any of G2G, NVG, Finco, Pubco Sub or Merger Sub is required by applicable Law or regulatory instrument, rule or policy to make a public announcement with respect to the Business Combination, such Party hereto shall provide as much notice to the other of them as reasonably possible, including the proposed text of the announcement.

11.8 Confidentiality

Except as and only to the extent required by applicable Law, the Receiving Party shall not disclose or use, and it shall cause its representatives not to disclose or use, any Confidential Information furnished by a Disclosing Party or its representatives to the Receiving Party or its representatives at any time or in any manner, other than for the purposes of evaluating the Business Combination.

11.9 Remedies

The Parties acknowledge that an award of money damages may be inadequate for any breach of the obligations undertaken by the Parties and that the Parties shall be entitled to seek equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, each of the Parties waive the defense that there is an adequate remedy at law. Without limiting any remedies any Party may otherwise have, in the event any Party refuses to perform its obligations under this Agreement, the other

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Party shall have, in addition to any other remedy at law or in equity, the right to specific performance.

11.10 Waivers and Amendments

Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

11.11 Illegalities

In the event that any provision contained in this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election of the Party for whose benefit the provision exists, be in any way impaired.

11.12 Expenses and Sponsorship

(a) Subject to section 11.12(b), each Party shall be responsible for its own costs and charges incurred with respect to the Business Combination including, without limitation, all costs and charges incurred prior to the date of this Agreement and all legal and accounting fees and disbursements relating to preparing the transaction documents or otherwise relating to the transactions contemplated herein, provided, however, NVG, with its counsel, will be responsible for preparing first drafts of all material documentation required to effect the Business Combination and all ancillary matters referred to herein or otherwise.
(b) NVG shall be responsible for paying all TSXV prescribed filing and listing fees in connection with the Business Combination in accordance with Policy 1.3 – Schedule of Fees of the TSXV Corporate Manual. If in connection with obtaining the requisite shareholder or regulatory approvals for the Business Combination, a sponsor report and/or valuation report is required, it shall be NVG’s obligation to obtain such sponsor report and/or valuation and the cost of such sponsor report and/or valuation report shall be paid by NVG.

11.13 Currency

Except as otherwise set forth herein, all references to amounts of money in this Agreement are to Canadian Dollars.

11.14 Counterparts

This Agreement may be executed in any number of counterparts by original or telefacsimile signature, each of which shall be an original as regards any party whose signature appears thereon and all of which together shall constitute one and the same

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instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, bears the signatures of all the parties reflected hereon as signatories.

[REMAINDER OF THE AGREEMENT IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF , the undersigned have executed and delivered this Agreement as of the date first above written.

GOOD2GO CORP.

"James Cassina"

By: Name: James Cassina Title: Chief Executive Officer

NOWVERTICAL GROUP, INC.

"Darren Trousdell" By: Name: Daren Trousdell Title: President

NVG CANADA FINCO, INC.

By: "Darren Trousdell" Name: Daren Trousdell Title: President

2824877 ONTARIO INC.

"James Cassina" By: Name: James Cassina Title: Director

GOOD2GO (US) CORP.

"Darren Trousdell" By: Name: Daren Trousdell Title: President

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SCHEDULE A DEFINITIONS

“ Acquisition Proposal ” the meaning ascribed to such term in Section 6.1.

“ Advisers ” when used with respect to any Person, shall mean such Person’s directors, officers, employees, representatives, agents, counsel, accountants, advisers, engineers, and consultants.

“ Affiliate ” has the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

“ Agents ” means Echelon, Canaccord Genuity Corp., Stifel Nicolaus Canada Inc. and Haywood.

“ Agreement ” means this Business Combination Agreement, as it may be amended or supplemented at any time and from time to time after the date hereof.

“ Amalco ” means the corporation resulting from the Finco Pubco Sub Amalgamation.

“ Amalco Share ” means the common shares in the capital of Amalco.

“ Associate ” has the meaning ascribed to such term in the Securities Act (Ontario).

“ Breaching Party ” has the meaning ascribed to such term in Section 10.1(b).

“ Business Combination ” means the completion of the steps set out in Article 2 on the basis set out in this Agreement.

“ Business Day ” means any day other than a Saturday or Sunday or other day on which Canadian Chartered Banks located in the City of Toronto are required or permitted to close.

“ Canadian Exchange ” has the meaning ascribed to such term in Section 2.6(a).

“ Canadian Exchange Agreement ” has the meaning ascribed to such term in Section 2.6(a).

“ Canadian Securities Laws ” means the Securities Act (or equivalent legislation) in each of the provinces and territories of Canada and the respective regulations under such legislation together with applicable published rules, regulations, policy statements, national instruments and memoranda of understanding of the Canadian Securities Administrators and the securities regulatory authorities in such provinces and territories.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means any information concerning the Disclosing Party or its business, properties and assets made available to the Receiving Party; provided that it does not include information which: (a) is generally available to or known by the public other than as a result of improper disclosure by the Receiving Party or pursuant to a breach of Section 11.8 by the Receiving Party; (b) is obtained by the Receiving Party from a source other than the Disclosing Party, provided that, to the reasonable knowledge of the Receiving Party, such source

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was not bound by a duty of confidentiality to the Disclosing Party or another party with respect to such information; (c) is developed by the Receiving Party independently of any disclosure by the Disclosing Party; or (d) was in the Receiving Party’s possession prior to its disclosure by the Disclosing Party.

“ Consolidation ” means the consolidation of the G2G Shares on the basis of one Subordinate Voting Share for 4.5 existing G2G Shares.

“ Contract ” means any contract, lease, agreement, instrument, license, commitment, order, or quotation, written or oral.

“ DGCL ” means the General Corporation Law of Delaware.

“ Draft NVG Group Financial Statements ” means, collectively, the drafts received by the Parties on March 15, 2021 in respect of the consolidated financial statements of NVG for the period from September 22, 2020 to December 31, 2020; the draft audited financial statements of Seafront for the period from July 12, 2019 to December 31, 2019 and for the period from January 1, 2020 to November 13, 2020; and the draft audited financial statements of Signafire for the year ended December 31, 2019 and for the period from January 1, 2020 to November 20, 2020, and the notes thereto, prepared in accordance with IFRS, circulated to the Parties on March 15, 2021.

“ Disclosing Party ” means any Party or its representatives disclosing Confidential Information to the Receiving Party.

“ Echelon ” means Echelon Wealth Partners Inc.

“ Effective Date ” has the meaning ascribed to such term in Section 2.7(c).

“ Effective Time ” means the time that the NVG Merger Sub Merger will become effective, which time shall be such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as is mutually agreed to by G2G and NVG and specified in the NVG Merger Sub Certificate of Merger.

“ Encumbrance ” includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Environmental Laws” means Laws regulating or pertaining to the generation, discharge, emission or release into the environment (including without limitation ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance, as such Laws are amended and in effect as of the date hereof.

“ Escrow Release Notice ” as the meaning ascribed thereto in the Subscription Receipt Agreement.

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“ Financing ” means the brokered private placement of Subscription Receipts to be issued at a price of $1.00 per Subscription Receipt anticipated to close on or around March 23, 2021, for anticipated aggregate gross proceeds of a minimum of $5,000,000 and maximum of $10,000,000, for which the Agents shall act as agents.

“ Finco ” means NVG Canada Finco, Inc., a corporation incorporated under the OBCA and a wholly-owned subsidiary of NVG, created for the purpose of effecting the Financing and the Business Combination.

“ Finco Amalgamation Resolution ” means the resolution of NVG, as sole shareholder of Finco, approving the Finco Pubco Sub Amalgamation and the Finco Pubco Sub Amalgamation Agreement.

“ Finco Compensation Warrants ” means warrants to acquire securities of Finco which shall be granted by Finco to the Agents as compensation pursuant to the Financing.

“ Finco Pubco Sub Amalgamation ” means an amalgamation of Finco and Pubco Sub pursuant to Section 174 of the OBCA, on the terms and subject to the conditions set out in the Finco Pubco Sub Amalgamation Agreement and this Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the Finco Pubco Sub Amalgamation Agreement and this Agreement.

“ Finco Pubco Sub Amalgamation Agreement ” means the amalgamation agreement in the form attached hereto as Schedule B to be entered into by G2G, Finco and Pubco Sub pursuant to Section 174 of the OBCA, to effect the Finco Pubco Sub Amalgamation.

“ Finco Pubco Sub Amalgamation Application ” means the Form 4 to be jointly completed and filed by Finco and Pubco Sub with the Ministry of Government and Consumer Services under the OBCA giving effect to the Finco Pubco Sub Amalgamation upon and subject to the terms of this Agreement.

“ Finco Pubco Sub Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director appointed under the OBCA pursuant to Section 273 of the OBCA following the following the filing of the Finco Pubco Sub Amalgamation Application.

“ Finco Shareholders ” means the holders of the issued and outstanding Finco Shares and “ Finco Shareholder ” means NVG.

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

“ Finder’s Fee Agreement ” means the finder’s fee agreement dated December 21, 2021 between G2G and 2578218 Ontario Limited.

“ G2G ” means Good2Go Corp., a corporation existing under the OBCA.

“ G2G Circular ” means the management information circular of G2G to be dated on or around March 30, 2021 in respect of the G2G Meeting, as the same may be amended or supplemented in accordance with this agreement from time to time.

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“ G2G Compensation Warrants ” means warrants to acquire securities of G2G to be issued to former holders of Finco Compensation Warrants, which warrants shall be substantially on the same terms and conditions as the Finco Compensation Warrants except for the right to receive Subordinate Voting Shares in lieu of Finco Shares upon, among other things, payment of the applicable exercise price.

“ G2G Convertible Note Compensation Warrants ” means warrants to acquire securities of G2G to be issued to former holders of NVG Convertible Note Compensation Warrants, which warrants shall be substantially on the same terms and conditions as the NVG Convertible Note Compensation Warrants except for the right to receive Subordinate Voting Shares in lieu of NVG Shares upon, among other things, payment of the applicable exercise price.

“ G2G Escrow Agreement ” means the CPC escrow agreement dated June 18, 2018 among G2G, TSX Trust, James C. Cassina, Sandra J. Hall, Terama Company Limited and Wayne Egan Professional Corporation (No. 2).

“ G2G Filing Statement ” means the filing statement of G2G relating to the Business Combination.

“ G2G Group ” means and includes G2G, Pubco Sub and Merger Sub collectively.

“ G2G Group Member ” means and includes G2G, Pubco Sub and Merger Sub.

“ G2G Legacy Equity Incentive Plan ” means the NVG Equity Incentive Plan adopted as a legacy plan of G2G, effective as of the Effective Time.

“ G2G Legacy Options ” means the NVG Options which shall become obligations of G2G pursuant to the G2G Legacy Equity Incentive Plan.

“ G2G Material Contracts ” means the agency agreement dated June 21, 2018 between G2G and Haywood, the service agreement dated May 14, 2018 between G2G and TSX Trust, the G2G Escrow Agreement and the Finder’s Fee Agreement.

“G2G Meeting ” means annual and special meeting of the G2G Shareholders to be held on April 28, 2021 any and all adjournments or postponements of such meeting, being held to seek G2G Shareholder approval of: (i) the Name Change; (ii) the adoption of new articles of G2G providing for the creation of the Subordinate Voting Shares and the Proportionate Voting Shares, and the Reclassification; (iii) the Consolidation; (iv) disinterested G2G Shareholder approval of the Omnibus Plan and, if required in order to comply with U.S. Securities Law, incentive stock option limits; (v) the adoption of the G2G Legacy Equity Incentive Plan, effective as of the Effective Date; (vi) elect the directors set forth in Section 2.10, effective as of the Effective Date; (vii) the appointment of Grant Thornton as auditor, effective as of the Effective Date; (viii) disinterested G2G Shareholder approval of the removal of the consequences of failing to complete a Qualifying Transaction within 24 months of listing as set out in section 15.2(b)(i) of the New CPC Policy; and (ix) disinterested G2G Shareholder approval of the amendment of the terms of the G2G Escrow Agreement to comply with the New CPC Policy.

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“ G2G Options ” means the options to purchase G2G Shares granted pursuant to the G2G Stock Option Plan.

“ G2G Securities Documents ” has the meaning ascribed to such term in Section 5.5(a).

“ G2G Shareholders ” means the holders of G2G Shares.

“ G2G Shares ” means the common shares in the capital of G2G prior to giving effect to the Reclassification and the Consolidation.

“ G2G Stock Option Plan ” means the 2018 stock option plan of G2G.

“ Government ” means:

(a) the government of Canada, the United States or any other foreign country;
(b) the government of any Province, State, county, municipality, city, town, or district of Canada, the United States or any other foreign country; and
(c) any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses (a) and (b), and for greater certainty, includes the TSXV.

“ Government Official ” means:

(a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority;
(b) any salaried political party official, elected member of political office or candidate for
(c) political office; or
(d) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

“ Governmental ” means pertaining to any Government.

“ Governmental Authority ” means and includes, without limitation, any Government or other political subdivision of any Government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV.

“ Haywood ” means Haywood Securities Inc.

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“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any applicable Environmental Law.

“ IFRS ” means International Financial Reporting Standards.

“ Income Tax ” means any Tax based on or measured by income (including without limitation, based on net income, gross income, income as specifically defined, earnings, profits or selected items of income, earnings or profits); and any interest, penalties and additions to tax with respect to any such tax (or any estimate or payment thereof).

“ Intellectual Property ” means all rights to and interests in:

(a) all business and trade names, logos and designs, brand names and slogans Related to the Business; and
(b) all inventions, improvements, patents, patent rights, patent applications (including all reissues, divisions, continuations, continuations-in-part and extensions of any patent or patent application), industrial designs and applications for registration of industrial designs Related to the Business.

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

“ knowledge of G2G ” means the actual knowledge of James Cassina, without additional inquiry.

“ knowledge of NVG ” means the actual knowledge of Daren Trousdell, John Adamovich and Andre Garber, without additional inquiry.

“ Law ” means any of the following of, or issued by, any Government, in effect on or prior to the date hereof, including any amendment, modification or supplementation of any of the following from time to time subsequent to the original enactment, adoption, issuance, announcement, promulgation or granting thereof and prior to the date hereof: any statute, law, act, ordinance, code, rule or regulation of any writ, injunction, award, decree, judgment or order.

“ Letter of Intent ” means the letter of intent, dated February 17, 2021, between NVG and G2G related to the Business Combination.

“ Liability ” of any Person means and include:

(a) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured;
(b) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any

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equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and

(c) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise).

“ Material Adverse Change ” or “ Material Adverse Effect ” means, with respect to any Party any change, event, effect, occurrence or state of facts, including those relating to the global pandemic caused by COVID-19, that has, or could reasonably be expected to constitute a material adverse change in respect of or to have a material adverse effect on, the business, properties, assets, liabilities (including contingent liabilities), results of operations or financial condition of the party and its subsidiaries, as applicable, taken as a whole. The foregoing shall not include any change or effects attributable to: (i) any matter that has been disclosed in writing to the other Party or any of its Advisers by a Party or any of its Advisers in connection with this Agreement; (ii) changes relating to general economic, political or financial conditions; or (iii) relating to the state of securities markets in general.

“ Merger Sub ” means Good2Go (US) Corp., a corporation incorporated under DGCL and a wholly-owned subsidiary of G2G, created for the purpose of effecting the Business Combination.

“ Merger Sub Shares ” means the common shares in the capital of Merger Sub.

“ Name Change ” means the change of G2G’s name to “NowVertical Group Inc.”, or such other name designated by NVG and that is acceptable to the regulatory authorities.

“ New CPC Policy ” means Policy 2.4 – Capital Pool Companies of the TSXV Corporate Manual effective January 1, 2021.

“ New G2G Directors ” has the meaning ascribed to such term in Section 2.10.

“ New G2G Management ” has the meaning ascribed to such term in Section 2.10.

“ Non-Breaching Party ” has the meaning ascribed to such term in Section 10.1(b).

“ NVG ” means NowVertical Group, Inc., a corporation incorporated under DGCL.

“ NVG Canada ” means NowVertical Canada, Inc., a corporation incorporated under the OBCA.

“ NVG Convertible Note Compensation Warrants ” means the compensation warrants of NVG exercisable for NVG Shares to be issued to Echelon and Haywood in relation to the NVG Convertible Notes issued pursuant to a non-brokered private placement.

“ NVG Convertible Notes ” means the convertible notes of NVG issued to various subscribers in tranches closing on February 9, 12 and 19, 2021 pursuant to a non-brokered private placement for aggregate gross proceeds of $2,903,000 as well as the convertible note in the amount of approximately $157,000 issued to on March 22, 2021 upon the same terms, all of which shall be automatically converted prior to the Effective Time into NVG Shares at a 20% discount to the price under the Financing.

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“ NVG Equity Incentive Plan ” means the 2021 equity incentive plan of NVG.

“ NVG Group ” means and includes NVG, Signafire, Seafront, NVG Canada and Finco collectively.

“ NVG Group Financial Statements ” means, collectively, the audited consolidated financial statements of NVG for the period from September 22, 2020 to December 31, 2020; the audited financial statements of Seafront for the period from July 12, 2019 to December 31, 2019 and for the period from January 1, 2020 to November 13, 2020; and the audited financial statements of Signafire for the year ended December 31, 2019 and for the period from January 1, 2020 to November 20, 2020, and the notes thereto, prepared in accordance with IFRS.

“ NVG Group Member ” means and includes NVG, Signafire, Seafront, NVG Canada and Finco.

“ NVG Merger Sub Certificate of Merger ” means the Certificate of Merger to be jointly completed and filed by Merger Sub and NVG with the Secretary of State of the State of Delaware giving effect to the NVG Merger Sub Merger upon and subject to the terms of this Agreement.

“ NVG Merger Sub Merger ” means the merger of NVG and Merger Sub pursuant to Section 252 of DGCL, on the terms and subject to the conditions set out in the NVG Merger Sub Merger Agreement and this Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the NVG Merger Sub Merger Agreement and this Agreement.

“ NVG Merger Sub Merger Agreement ” means the agreement and plan of merger in the form attached hereto as Schedule C to be entered into between NVG and Merger Sub pursuant to Section 252 of DGCL, to effect the NVG Merger Sub Merger.

“ NVG Options ” means the options to purchase NVG Shares granted pursuant to the NVG Equity Incentive Plan.

“ NVG Right of First Refusal and Co-Sale Agreement ” means the right of first refusal and cosale agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“ NVG RSUs ” means the restricted share units of NVG granted pursuant to the NVG Equity Incentive Plan.

“ NVG Shareholder Rights Agreement ” means the shareholder rights agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“ NVG Shareholders ” means the holders of NVG Shares.

“ NVG Shares ” means the common shares of stock in the capital of NVG with a par value US$0.00001.

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“ NVG Voting Agreement ” means the voting agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“ OBCA ” means the Business Corporations Act (Ontario).

“ Omnibus Plan ” means the omnibus share based compensation plan of G2G, to be adopted effective as of the Effective Date.

“ Parties ” and “ Party ” means the parties to this Agreement.

“ Person ” means any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Government.

“ Post-Merger NVG ” means the corporation resulting from the NVG Merger Sub Merger.

“ Post-Merger NVG Common Shares ” means common shares of stock in the capital of NVG following the NVG Merger Sub Merger.

“ Post-Merger NVG Preferred Shares ” means preferred shares of stock in the capital of NVG following the NVG Merger Sub Merger.

“ Proportionate Voting Shares ” means the class B proportionate voting shares of G2G having the terms and conditions set out in Schedule D.

“ Pubco Sub ” means 2824877 Ontario Inc., a corporation incorporated under the OBCA and a wholly-owned subsidiary of G2G, created for the purpose of effecting the Business Combination.

“ Pubco Sub Amalgamation Resolution ” means the resolution of G2G, as sole shareholder of Pubco Sub, approving the Finco Pubco Sub Amalgamation and adopting the Finco Pubco Sub Amalgamation Agreement.

“ Pubco Sub Shares ” means the common shares in the capital of Pubco Sub.

“ Qualifying Transaction ” has the meaning ascribed thereto in the New CPC Policy.

“ Receiving Party ” means any Party or its representatives receiving Confidential Information from a Disclosing Party.

“ Reclassification ” has the meaning ascribed to such term in Section 2.4(c).

“ Related to the Business ” means, directly or indirectly, used in, arising from, or relating in any manner to the business of the NVG Group.

“ Seafront ” means Seafront Analytics LLC, a limited liability company incorporated under DGCL.

“ Signafire ” means Signafire Technologies, Inc., a corporation incorporated under DGCL.

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“ Subordinated Voting Shares ” means the class A subordinated voting shares into which the G2G Shares shall be reclassified, having the terms and conditions set out in Schedule D.

“ Subscription Receipt Agent ” means TSX Trust.

“ Subscription Receipt Agreement ” means the subscription receipt agreement among Finco, NVG, Echelon and Subscription Receipt Agent setting out the terms and conditions of the Subscription Receipts.

“ Subscription Receipts ” means subscription receipts of Finco representing the right of the holder thereof to receive, in certain circumstances set forth in terms and conditions thereof and the Subscription Receipt Agreement, one common Finco Share, without any further act or formality, and for no additional consideration.

“ subsidiary ” means, with respect to a specified corporation, any corporation of which more than fifty per cent (50%) of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified corporation, and shall include any corporation in like relation to a subsidiary.

“ Tax ” means any tax, levy, charge or assessment imposed by or due to any Government, together with any interest, penalties, and additions to tax relating thereto, including without limitation, any of the following:

(a) any Income Tax;
(b) any franchise, sales, use and value added tax or any license or withholding tax; any payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, alternative or add-on minimum tax; and any customs duties or other taxes;
(c) any tax on property (real or personal, tangible or intangible, based on transfer or gains);
(d) any estimate or payment of any of tax described in the foregoing clauses (a) through (d); and
(e) any interest, penalties and additions to tax with respect to any tax (or any estimate or payment thereof) described in the foregoing clauses (a) through (e).

“ Tax Return ” means all returns, amended returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with a Tax authority having jurisdiction over the applicable party.

“ Treasury Regulations ” means the United States Treasury Regulations promulgated under the Code.

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“ TSX Trust ” means TSX Trust Company.

“ TSXV ” means the TSX Venture Exchange.

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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

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

“ U.S. Securities Laws ” means all applicable securities laws in the United States, including without limitation, the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

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SCHEDULE B FINCO PUBCO SUB AMALGAMATION AGREEMENT

See Attached.

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FORM OF AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of ______, 2021.

AMONG :

NVG CANADA FINCO, INC ., a corporation incorporated under the laws of the Province of Ontario having its registered office address at 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6

(hereinafter called “ Finco ”)

AND:

2824877 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario having its registered office address at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1

(hereinafter called “ Pubco Sub ”)

AND:

GOOD2GO CORP. , a corporation incorporated under the laws of the Province of Ontario having its registered office address at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1

(hereinafter called “( G2G”)

WHEREAS:

WHEREAS each of Finco, Pubco Sub and G2G (together, the “ Corporations ”), were incorporated under the Act (as defined below) and are governed by the Act;

WHEREAS Finco, Pubco Sub, G2G, NowVertical Group, Inc. (“ NVG ”) and Good2Go (US) Corp. have entered into a business combination agreement dated March 22, 2021 (the “ Business Combination Agreement ”) which contemplates the completion of the Amalgamation (as defined herein) pursuant to this Agreement;

WHEREAS Finco and Pubco Sub, a wholly owned subsidiary of G2G, acting under the authority contained in the Act, have agreed to amalgamate upon the terms and conditions set out in this Agreement (the “ Amalgamation ”);

WHEREAS , prior to the Amalgamation, (i) all subscription receipts for Finco Shares previously issued by Finco were exchanged for Finco Shares (as defined herein), and (ii) immediately after the aforementioned subscription receipt exchange, all Finco Shares held by NVG were repurchased for cancellation;

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WHEREAS the authorized capital of Finco and Pubco Sub and their issued and outstanding shares currently consist of the following:

Name of Corporation	Authorized Share Capital	Authorized Share Capital	Issued and Outstanding Shares (fully paid and non-assessable)
	No.	Class of Shares	No.
Finco	Unlimited	common shares (each, a“Finco Share”)	[ ]
Pubco Sub	Unlimited	common shares (each, a“Pubco Sub Share”)	100

WHEREAS each of the Corporations has each made full disclosure to one another of all its respective assets and liabilities; and

WHEREAS it is desirable that the Amalgamation should be effected.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements and conditions contained in this Agreement, each of the Corporations covenants and agrees with the other as follows:

In this Agreement:

“ Act ” means the Business Corporations Act R.S.O. 1990, c. B.16, as now enacted or as the same may from time to time be amended or re-enacted;

“ Agreement ” means this Amalgamation Agreement;

“ Amalgamated Corporation ” means the corporation continuing from the amalgamation of the Amalgamating Corporations;

“ Amalgamating Corporations ” means Finco and Pubco Sub; and

“ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended from time to time.

Each of Finco, Pubco Sub and G2G represents and warrants that it is a “taxable Canadian corporation” for the purposes of the Tax Act.
The Amalgamating Corporations and each of them do hereby agree to amalgamate on [ ], 2021, under the provisions of section 174 of the Act and to continue as one corporation under the terms and conditions hereinafter set out.
The name of the Amalgamated Corporation will be NVG CANADA FINCO, INC.
The registered office of the Amalgamated Corporation shall be in the City of Toronto and located at 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6 until changed in accordance with the Act.

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There shall be no restrictions on the business the Amalgamated Corporation may carry on or on the powers the Amalgamated Corporation may exercise.
The by-laws of the Amalgamated Corporation shall be the by-laws of Finco. A copy of the by-laws of the Amalgamated Corporation may be examined at 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6.
The Amalgamated Corporation is authorized to issue an unlimited number of shares of one class designated as common shares.
The rights, privileges, restrictions and conditions attaching to the common shares

as a class are as follows:

(a) Voting Rights

The holders of the common shares shall be entitled to receive notice of, attend and vote at all meetings of the shareholders of the Amalgamated Corporation, except meetings at which only the holders of another class of shares of the Amalgamated Corporation may vote. Each common share shall entitle the holder thereof to one (1) vote.

(b) Dividend Entitlement

The holders of the common shares shall be entitled to receive and the Amalgamated Corporation shall pay thereon, if, as and when declared by the directors of the Amalgamated Corporation, in their absolute discretion, out of the monies of the Amalgamated Corporation properly applicable to the payment of dividends, such non-cumulative dividends as the directors may from time to time declare.

In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Amalgamated Corporation or any other distribution of its assets among its shareholders for the purpose of winding-up its affairs, the holders of common shares shall be entitled to receive the remaining property of the Amalgamated Corporation.

Each Pubco Sub Share held by the holder thereof will be cancelled and the holder’s name shall be removed from the securities register of Pubco Sub, and in consideration therefor, the Pubco Sub Share shall be exchanged for fully paid and non-assessable common shares of the Amalgamated Corporation (“ Amalco Share ”) on the basis of one Amalco Share for each Pubco Sub Share and the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Pubco Sub Share in accordance herewith.
Each Finco Share held by a holder thereof will be cancelled and the holder’s name shall be removed from the securities register of Finco, and in consideration therefor, each Finco

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Share shall be exchanged for fully paid and non-assessable Class A subordinate voting shares of G2G (“ Pubco Share ”), on the basis of one Pubco Share for each Finco Share and the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Finco Share in accordance herewith.

Each Finco Compensation Warrant (as defined in the Business Combination Agreement) outstanding immediately prior to the Amalgamation shall be exchanged for one G2G Compensation Warrant (as defined in the Business Combination Agreement) entitling the holder thereof to acquire Subordinated Voting Shares (as defined in the Business Combination Agreement) on substantially the same terms and conditions as were applicable to the Finco Compensation Warrants immediately prior to the Amalgamation, following which all Finco Compensation Warrants shall be cancelled. G2G shall deliver certificates representing the G2G Compensation Warrants to former holders of Finco Compensation Warrants in accordance with the instructions of former holders thereof.
In consideration for G2G’s issuance of Pubco Shares, the Amalgamated Corporation shall issue to G2G one Amalco Share for each Pubco Share issued to the holders of Finco Shares.
In connection with the issuance of Amalco Shares pursuant to Sections 10 and 13 and Pubco Shares pursuant to Section 11:
(a) there shall be added to the stated capital account maintained by Amalco in respect of the Amalco Shares an amount equal to the aggregate “paid-up capital” (as such term is defined in the Income Tax Act (Canada)) of the Finco Shares and the Pubco Sub Shares, as at immediately prior to the Amalgamation; and
(b) there shall be added to the stated capital account maintained by G2G in respect of the Pubco Shares an amount equal to the “paid-up capital” (as such term is defined in the Income Tax Act (Canada)) of the Finco Shares, as at immediately prior to the Amalgamation.
After the endorsement of a certificate of amalgamation giving effect to the Amalgamation contemplated in this Agreement, the shareholders of the Amalgamating Corporations shall, at the request of the Amalgamated Corporation, surrender the certificates representing shares held by them in the Amalgamating Corporations and, in return, shall be entitled to receive certificates for shares of the Amalgamated Corporation on the basis aforesaid.
The right to transfer securities (including, for greater certainty, shares) other than non-convertible debt securities of the Amalgamated Corporation shall be restricted in that no such securities shall be transferred without either:
(a) the consent of the directors of the Amalgamated Corporation, expressed by a resolution passed by the directors or by an instrument or instruments in writing signed by a majority of the directors, which consent may be given either prior or subsequent to the time of transfer of such securities; or

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(b) the consent of the holder or holders of shares of the Amalgamated Corporation to which are attached at least a majority of the votes attaching to all shares of the Amalgamated Corporation for the time being outstanding carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing, expressed by a resolution passed by such holder or holders or by an instrument or instruments in writing signed by such holder or holders, which consent may be given either prior or subsequent to the time of transfer of such securities.
The number of directors of the Amalgamated Corporation shall consist of a minimum of 1 director and a maximum of 11 directors until changed in accordance with the Act. The first directors of the Amalgamated Corporation shall be:

NAME

ADDRESS FOR SERVICE RESIDENT CANADIAN

Daren Trousdell 333 Bay Street, Suite 2400, Toronto, No Ontario, M5H 2T6 Andre Garber 333 Bay Street, Suite 2400, Toronto, Yes Ontario, M5H 2T6

The first directors shall hold office until the first annual meeting of the Amalgamated Corporation. The subsequent director or directors shall be elected thereafter at either an annual meeting or a special meeting of the shareholders. The directors shall manage or supervise the management of the business and affairs of the Amalgamated Corporation, subject to the provisions of any unanimous shareholder agreement and the Act.

The first financial year-end of the Amalgamated Corporation shall be December 31 and thereafter every year, until changed by the directors of the Amalgamated Corporation.
Upon the endorsement of the certificate of amalgamation under the Act:
(a) the Amalgamating Corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement;
(b) the Amalgamating Corporations cease to exist as entities separate from the Amalgamated Corporation;
(c) the Amalgamated Corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasicriminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations;
(d) a conviction against, or ruling, order or judgment in favour of or against an Amalgamating Corporation may be enforced by or against the Amalgamated Corporation;

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5 -
(e) the articles of amalgamation are deemed to be the articles of incorporation of the Amalgamated Corporation and, except for purposes of subsection 117(1) of the Act, the certificate of amalgamation is deemed to be the certificate of incorporation of the Amalgamated Corporation; and
(f) the Amalgamated Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation contemplated in this Agreement has become effective.
This Agreement may be terminated by the directors of any of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of such Amalgamating Corporation, at any time prior to the endorsement of a certificate of amalgamation under the Act in respect of this Agreement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

«Signature page follows»

325115.00002/111653660.7

IN WITNESS WHEREOF each of the Corporations has duly executed this Agreement as of the day and year first above written.

NVG CANADA FINCO, INC . By: Name: Title:

2824877 ONTARIO INC. By: Name: Title: GOOD2GO CORP . By: Name: Title:

325115.00002/111653660.7

SCHEDULE C NVG MERGER SUB MERGER AGREEMENT

See Attached.

325115.00002/111653066.14

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

GOOD2GO CORP.,

GOOD2GO (US) CORP.

AND

NOWVERTICAL GROUP, INC.

Dated as of March 22, 2021

EXHIBITS

Exhibit A - Form of Certificate of Merger

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 22, 2021, is made by and among Good2Go Corp., an Ontario corporation (“Parent”), Good2Go (US) Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NowVertical Group, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS Parent, Merger Sub, Company, NVG Canada Finco, Inc. and 2824877 Ontario Inc., have entered into a business combination agreement dated March 22, 2021 (the “Business Combination Agreement”) which contemplates the completion of the Merger (as defined herein) pursuant to this Agreement;

WHEREAS, the boards of directors of each of Parent, Merger Sub and the Company have determined that it would be advisable and in the best interests of each of Parent, Merger Sub, and the Company and their respective stockholders, as applicable, that Parent acquire the Company through the statutory merger of Merger Sub with and into the Company, pursuant to which the Company would be the surviving corporation and become a wholly owned subsidiary of Parent (the “Merger”), upon the terms and conditions set forth in this Agreement and in accordance with the DGCL, and in furtherance thereof, have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and the Transaction Documents;

WHEREAS, the respective boards of directors of Merger Sub and the Company have recommended the adoption of this Agreement by their respective stockholders in accordance with the DGCL; and

WHEREAS, Parent, Merger Sub, Company, and the Company stockholders intend that the Canadian Exchange and the Merger be treated as a series of integrated steps that, in accordance with Revenue Ruling 2001-26, 2001-1 C.B. 1297, qualifies as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement is intended to constitute, and is adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS

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Definitions.

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

“Accredited Investor” means a Person that has executed and delivered a stockholder questionnaire to Parent certifying that such Person is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting

securities or by contract or otherwise, and the terms “controlling” and “controlled by” have correlative meanings to the foregoing. For the avoidance of doubt, from and after the Closing, the Company shall be considered an Affiliate of Parent.

“Applicable Law” means, with respect to any Person, any federal, state, local, municipal, foreign or other law, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means any day other than a Saturday, Sunday, or a day on which all banking institutions of New York, New York or Toronto, Ontario are authorized or obligated by Applicable Law or executive order to close.

“Canadian Person” means a Person that is a Canadian resident for purposes of the Tax Act.

“Canadian Securities Laws” means Canadian securities laws in each applicable jurisdiction, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, rulings (including blanket rulings), notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions, but for certainty, not including the TSXV Rules or the rules, regulations or policies of any other stock exchange.

“Certificate of Merger” means a certificate of merger in the form attached hereto as Exhibit A.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Common Stock” means the Common Stock, par value $0.00001 per share, of the Company.

“Company Convertible Note Compensation Warrants” means the compensation warrants of NVG exercisable for NVG Shares issued to Echelon Wealth Partners Inc. and Haywood Securities Inc. in relation to the NVG Convertible Notes.

“Company Equity Incentive Plan” means the Company’s 2021 Equity Incentive Plan which NVG is planning to adopt and which shall provide for the granting of options and Restricted Share Units.

“Company Option” means an option to purchase Company Common Stock granted pursuant to the Company Equity Incentive Plan which is outstanding as of immediately prior to the Effective Time (whether or not exercisable).

“Company RSUs” means the restricted share units of the Company granted pursuant to the Company Equity Incentive Plan which is outstanding as of immediately prior to the Effective Time.

“Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Permit).

“Continuing Employee” means a Person who is an Employee immediately prior to the Closing and who (or a person not dealing at arm’s length with such Person under the Tax Act) remains (or is) an Employee of Parent, the Surviving Corporation or any of the Subsidiaries of the Surviving Corporation after the Closing Date.

“Contract” means any contract, agreement, indenture, note, bond, loan, license, instrument, lease, commitment, plan or other arrangement, whether oral or written.

“DGCL” means the General Corporation Law of the State of Delaware.

“Employee” means any current or former employee, consultant, independent contractor, advisor or director of the Parent, the Company, the Surviving Corporation or any Subsidiary of the Company or of the Surviving Corporation.

“Equity Interests” means, with respect to any Person, any capital stock of, or other ownership, membership, partnership, joint venture or equity interest in, such Person or any indebtedness, securities, options, warrants, call, subscription or other rights or entitlements of, or granted by, such Person or any of its Affiliates that are convertible into, or are exercisable or exchangeable for, or giving any Person any right or entitlement to acquire any such capital stock or other ownership, partnership, joint venture or equity interest, in all cases, whether vested or unvested.

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Person and any court or other tribunal).

“IFRS” means the International Financial Reporting Standards.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means the actual knowledge of Daren Trousdell, John Adamovich and Andre Garber and the knowledge that each of them should have obtained after reasonable inquiry in the ordinary course of the performance of their respective duties on behalf of the Company (but without any duty of investigation with respect to patent or trademark searches).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset, except for a Permitted Lien. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Merger Consideration” means the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to sum of (i) (A) the Per Share Closing SVS multiplied by (B) the Non-US Company Shares Outstanding and (ii) (A) the Per Share Closing PVS multiplied by (B) the US Company Shares Outstanding.

“Non-Continuing Employee” means any Employee of the Company who is not continuing to provide services to the Parent immediately following the Closing.

“Non-US Company Shares Outstanding” means an amount equal to the aggregate number of shares of Company Common Stock issued and outstanding and held by non-US stockholders as of immediately prior to the Effective Time (for the avoidance of doubt, excluding any Treasury Shares).

“Non-US Person” means a Person that has executed and delivered a stockholder questionnaire to Parent certifying that such Person is not a U.S. person.

“NVG Convertible Notes” means the convertible notes of the Company issued to various subscribers in tranches closing on February 9, 12 and 19, 2021 pursuant to a non-brokered private placement for aggregate gross proceeds of $2,903,000 as well as the convertible note in the amount of $157,021.50 issued to on March 22, 2021 upon the same terms, all of which automatically shall be converted into Company Common Stock prior to the Merger.

“ - ” NVG Right of First Refusal and Co Sale Agreement means the right of first refusal and co-sale agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“NVG Shareholder” means a holder of outstanding capital stock of the Company.

“NVG Shareholder Rights Agreement” means the shareholder rights agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“NVG Voting Agreement” means the voting agreement dated September 22, 2020 among NVG, KOAT Holdings LLC, Variety Ventures Ltd. and any NVG Shareholders who become parties pursuant to the terms thereof.

“Parent Common Stock” means PVS and/or SVS, as applicable.

“Parent Convertible Note Compensation Warrants” means warrants to acquire securities of Parent to be issued to former holders of Company Convertible Note Compensation Warrants, which warrants shall be substantially on the same terms and conditions as the Company Convertible Note Compensation Warrants except for the right to receive SVS in lieu of Company Common Stock upon, among other things, payment of the applicable exercise price.

“Parent Legacy Equity Incentive Plan” means the Company Equity Incentive Plan adopted as a legacy plan of G2G, effective as of the Effective Time.

“Parent Legacy Options” means the NVG Options which shall become obligations of G2G pursuant to the G2G Legacy Equity Incentive Plan over PVS for holders that are US Persons and SVS for holders that are Non-US Persons.

“Parent Legacy RSUs” means the NVG RSUs which shall become obligations of G2G pursuant to the G2G Legacy Equity Incentive Plan over PVS for holders that are US Persons and SVS for holders that are Non-US Persons.

“Parent Shares” means the common shares in the capital of G2G existing as of the date of this Agreement.

“Parent Stock Plan” means 2018 Stock Option Plan of Parent.

“Permitted Lien” means: (i) statutory liens for Taxes that are not yet due and payable; (ii) statutory liens to secure obligations to landlords, lessors/licensors or renters under leases/licenses or rental agreements; (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Applicable Law; (iv) statutory

liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; or (v) non-exclusive licenses of software in object code form or similar rights granted by or to the Company and rights to use products or services developed, marketed, distributed, licensed, sold, or otherwise made available to any Person by the Company granted by the Company, in each case in the ordinary course of business consistent with past practice on a standard unmodified form of customer agreement.

“Per Share Closing PVS” means 0.01778 PVS for each share of Company Common Stock.

“Per Share Closing SVS” means 1.778 SVS for each share of Company Common Stock.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Proceeding” means any action, claim, complaint, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

“PVS” means Class B proportionate voting shares of the Parent, each share having 100 votes and dividend rights that are equal to the SVS’ rights multiplied by 100 to be created by Parent prior to the Merger.

“Resulting Issuer” means the Parent after completion of the Merger.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

“SVS” means Class A subordinate voting shares of the Parent, each share having 1 vote to be created by Parent prior to the Merger.

“Tax” means the following: any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, registration, recording, documentary, conveyancing, gains, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax (United States (federal, state or local) or foreign).

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

“Tax Return” means any return, report, declaration, claim for refund, information return or other document (including schedules thereto, other attachments thereto, amendments thereof, or any related or supporting information) filed or required to be filed with any taxing authority in connection with the determination, assessment or collection of any Tax, or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Transaction Documents” means this Agreement, together the Letters of Transmittal, the Company Secretary’s Certificate and each of the other agreements, documents, certificates and instruments to be delivered hereunder or thereunder.

“TSXV” means the TSX Venture Exchange located in Canada.

“TSXV Rules” means the rules, policies, and notices of the TSXV, as may be amended or supplemented from time to time.

“United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“US Company Shares Outstanding” means an amount equal to the aggregate number of shares of Company Common Stock issued and outstanding and held by US stockholders as of immediately prior to the Effective Time (for the avoidance of doubt, excluding any Treasury Shares).

“US Person” means a Person that has executed and delivered a stockholder questionnaire to Parent certifying that such Person is a U.S. person.

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Each of the following terms is defined in the Section set forth opposite such term:

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Term Section
Agreement Introduction
Parent Introduction
Merger Sub Introduction
Company Introduction
Merger Recitals
Business Combination Agreement Recitals
Canadian Exchange Section 2.01(a)
Canadian Exchange Agreement Section 2.01(a)
Surviving Corporation Section 2.02(a)
Effective Time Section 2.02(b)
Treasury Shares Section 2.03(b)(vi)
Dissenting Shares Section 2.03(b)(vii)
Closing Section 3.01
Closing Date Section 3.01
Consideration Spreadsheet Section 3.03(a)(ii)
Company Secretary’s Certificate Section 3.03(a)(vii)
Parent Secretary’s Certificate Section 3.03(b)(ii)
NVG Shares Section 4.05(a)
Signafire Section 4.05(a)(i)
Seafront Section 4.05(a)(i)
NVG Canco Section 4.05(a)(i)
NVG Canada Section 4.05(a)(i)
NVG Group Member Section 4.05(a)(i)
Permits Section 4.06(d)
Intended Tax Treatment Section 7.01
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Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. The phrases “provided to,” “delivered to,” “made available to” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that the information or material referred to has been provided to the party to whom such information or material is to be provided or delivered. Any such information or material uploaded to the virtual data room maintained by the Company and hosted on Google Drive at least two (2) Business Days prior to the date hereof shall be deemed to have been provided to, delivered to and made available to Parent. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting a gender shall include any gender as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The use of the word “or” shall not be exclusive, unless the context otherwise requires. Except as otherwise expressly set forth herein, all references to “dollars” or “$” shall be deemed references to the lawful money of the United States. The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor, and all rules, regulations and statutory instruments issued or related to such legislation. When calculating a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parole evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement, or the transactions contemplated hereby.

ARTICLE 2. THE MERGER

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Section 85 Election for Canadian Persons.

Prior to the Effective Time, each Canadian Person that holds shares of Company Common Stock may, at the Canadian Person’s option, exchange and transfer its shares of Company Common Stock, free and clear of all Liens, to Parent in exchange for the Per Share Closing SVS (the “Canadian Exchange”),

pursuant to a share transfer agreement which shall contain representations, warranties and covenants consistent with the scope and content of this Agreement and specify whether the share exchange shall be made pursuant to Section 85 of the Tax Act and the corresponding provisions of any applicable provincial Tax Law (the “Canadian Exchange Agreement”), provided that the Canadian Person delivers an executed copy of the Canadian Exchange Agreement to Parent at least five (5) Business Days prior to the date of the Merger, after which time the Canadian Exchange Agreement shall be null and void and the shares of Company Common Stock held by the Canadian Person shall be subject to the terms of the Merger. No party to a Canadian Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Parent.

Parent agrees to jointly make an election under Section 85 of the Tax Act and the corresponding provisions of any applicable provincial Tax Law with any Canadian Person who so requests, provided that a completed copy of all applicable election forms, prepared within the limits and in the form and manner prescribed by Section 85 of the Tax Act and the corresponding provisions of any applicable provincial Tax Law, is delivered by the Canadian Person to Parent together with the Canadian Exchange Agreement. Parent agrees to execute any such election forms received and to return an executed copy to the NVG Shareholder by postage mail or email within 30 days of receipt thereof. It is agreed and acknowledged that the Canadian Person shall be solely responsible for filing the election forms with the appropriate Tax authorities in a timely manner and that Parent shall assume no liability in favor of the Canadian Person if the forms are not filed or are late-filed, or if Section 85 of the Tax Act and the corresponding provisions of any applicable provincial Tax Law are not applicable to the Canadian Exchange.

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The Merger.

At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent.

The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as is mutually agreed to by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).

At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions under the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

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Conversion of Capital Stock.

Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, redeemable and retractable share of Preferred Stock (as such term is defined in the certificate of incorporation attached to the Certificate of Merger) of the Surviving Corporation having a redemption value equal to the fair market value of the share of capital stock of Merger Sub immediately before the Merger, being an amount equal to its subscription price.

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Company Common Stock.

(i) Shares of Common Stock held by US Persons. At the Effective Time, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each share of Company Common Stock held by a US Person issued and outstanding as of immediately prior to the Effective Time (excluding Treasury Shares and Dissenting Shares) shall be cancelled and extinguished and shall be converted automatically into the right to receive, upon the terms set forth in this Agreement, a number of shares of PVS equal to the Per Share Closing PVS. Pursuant to subsection 24(2) of the Business Corporations Act (Ontario), Parent shall add to the stated capital account maintained in respect of PVS an amount equal to the fair market value, as determined by the board of directors of Parent, of the shares of common stock of the Surviving Corporation issued to Parent pursuant to Section 2.03(b)(iii) in respect of the PVS issued under this Section.

(ii) Shares of Common Stock held by Non-US Persons. At the Effective Time, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each share of Company Common Stock held by a Non-US Person issued and outstanding as of immediately prior to the Effective Time (excluding shares of Company Common Stock held by Parent immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) shall be cancelled and extinguished and shall be converted automatically into the right to receive, upon the terms set forth in this Agreement, a number of shares of SVS equal to the Per Share Closing SVS. Pursuant to subsection 24(2) of the Business Corporations Act (Ontario), Parent shall add to the stated capital account maintained in respect of SVS an amount equal to the fair market value, as determined by the board of directors of Parent, of the shares of common stock of the Surviving Corporation issued to Parent pursuant to Section 2.03(b)(iii) in respect of the SVS issued under this Section.

(iii) Consideration Provided to Parent. In consideration for the issuance of Parent Common Stock under Section 2.03(b)(i) and (ii), the Surviving Corporation shall issue to Parent, at the Effective Time, shares of common stock of the Surviving Corporation equal to the number of shares of Company Common Stock cancelled pursuant to Section 2.03(b)(i) and (ii).

(iv) Company Common Stock Held by Parent. Shares of Company Common Stock held by Parent immediately prior to the Effective Time shall not be converted under the Merger.

(v) Fractional Interests. For purposes of calculating the aggregate number of shares of Parent Common Stock issuable to a stockholder pursuant to this ARTICLE 2, the number of shares of Parent Common Stock to be issued to such stockholder shall be aggregated and rounded down to the nearest whole number. No fraction of a share of Parent Common Stock will be issued by virtue of the Merger or any issuance of the Merger Consideration and no cash payment in lieu of any fractional share shall be paid to any stockholder by virtue of the Merger.

(vi) Treasury Shares. Effective as of the Effective Time, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each share of Company Common Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Treasury Shares”) shall be cancelled without any consideration paid therefor.

(vii) Dissenting Shares.

(A) Notwithstanding anything to the contrary herein, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time eligible under the DGCL to exercise appraisal rights and held by a holder who has not voted in favor of, or provided written consent

to, the Agreement and the Merger and who has exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost such appraisal rights (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the consideration for Company Common Stock set forth in Section 2.03(b), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the DGCL.

(B) Notwithstanding the provisions of Section 2.03(b)(vii)(A), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Section 262 of the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive, upon delivery of a joinder agreement joining such holder to this Agreement as if such holder was an original party to this Agreement as a “stockholder” hereunder, the consideration for such shares set forth in Section 2.03(b), without interest.

(viii) No Further Ownership Rights. The shares of Parent Common Stock issued in respect of the surrender of shares of Company Common Stock in accordance with the terms of this Section 2.03 shall be deemed to be in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time.

Company Convertible Note Compensation Warrants. Each Company Convertible Note Compensation Warrant outstanding immediately prior to the Merger shall be exchanged for one Parent Convertible Note Compensation Warrant entitling the holder thereof to acquire shares of that number of SVS equal to the number of Company Common Stock such holder would have been entitled to multiplied by the Per Share Closing SVS on substantially the same terms and conditions as were applicable to the Company Convertible Note Compensation Warrants immediately prior to the Merger, following which all Company Convertible Note Compensation Warrants shall be cancelled. Parent shall deliver certificates representing the Parent Convertible Note Compensation Warrants to former holders of Company Convertible Note Compensation Warrants in accordance with the instructions of former holders thereof.

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Company Options and Company RSUs.

Effective as of the Effective Time, each Company Option that is held by an Employee who, immediately following the Effective Time, is a Continuing Employee, shall be assumed by Parent on the following terms:

(i) each Company Option held by a Canadian Person shall be exchanged for Parent Legacy Options, following which all such Company Options shall be cancelled and the central securities ledger of Parent shall be updated to evidence such Parent Legacy Options;

(ii) each Company Option held by a U.S. resident shall be exchanged for Parent Legacy Options, following which all such Company Options shall be cancelled and the central securities ledger of Parent shall be updated to evidence such Parent Legacy Options;

Except as otherwise set forth in this Agreement, each Parent Legacy Option held by a Continuing Employee shall continue to have, and be subject to, the same terms and conditions governing the corresponding exchanged Company Option prior to the exchange, except that (A) each Parent Legacy Option shall be exercisable for that number of whole shares equal to the product obtained by multiplying the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time by (1) the Per Share Closing PVS for holders that are US Persons and (2) by the

Per Share Closing SVS for holder that are Non-US Persons, rounded down to the nearest whole share; and (B) the per share exercise price for each share issuable upon exercise of such Parent Legacy Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by (1) the Per Share Closing PVS or (2) the Per Share Closing SVS, as applicable, rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, with respect to each Company Option held by a U.S. resident, the exercise price of each Parent Legacy Option, the number of shares issuable pursuant to each Parent Legacy Option and the terms and conditions of each Parent Legacy Option shall in all events be determined in compliance with (i) Section 409A of the Code, and (ii) in the case of any Company Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, Section 424(a) of the Code.

Immediately prior to the Effective Time, each Company RSU that is held by an Employee who, immediately following the Effective Time, will be a Continuing Employee, shall vest and be settled and exchanged for one share of Company Common Stock. The Company Common Stock issued in exchange for each Company RSU shall convert into Parent Common Stock at the Effective Time pursuant to Section 2.03(b) above.

Effective as of the Effective Time, each Company Option or Company RSU that is held by a Non-Continuing Employee and is outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger, be immediately cancelled without any consideration therefor.

Certificate of Incorporation; Bylaws. As of the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in the Certificate of Merger, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law. The bylaws of NVG in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with Applicable Law.

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed in accordance with Applicable Law (or their earlier death, resignation or removal), the directors and officers of NVG at the Effective Time shall be the directors and officers, as applicable, of the Surviving Corporation.

Withholding Rights. Parent, Merger Sub, the Company and each of their respective agents, affiliates and representatives shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any of the stockholders or other Person pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code, the Tax Act or any Tax law. To the extent that such amounts are so withheld, such withheld amounts shall be remitted to the appropriate Governmental Authority and treated for all purposes of this Agreement as having been paid to the Person to whom or to which such amounts would otherwise have been paid.

ARTICLE 3. THE CLOSING; MERGER CONSIDERATION

The Closing. Subject to the earlier termination of this Agreement pursuant to ARTICLE 6, the closing of the transactions contemplated by this Agreement (the “Closing”) will take place virtually at the offices of Fasken Martineau DuMoulin LLP by exchange of transaction documents at 10:00 a.m. Toronto time on the third Business Day after the satisfaction or waiver (to the extent permitted by Applicable Law) of the conditions set forth in ARTICLE 6 (other than those conditions that, by their terms, are to be satisfied by action to be taken at Closing, but subject to the satisfaction or waiver (to the extent

permitted by Applicable Law) of those conditions), or at such other place, time or date as Parent and the Company agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.”

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties shall consummate the following transactions on the Closing Date:

the Company and Merger Sub shall cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger; and

Parent shall deliver or cause to be delivered to each stockholder evidence in book-entry uncertificated form of the portion of the Merger Consideration to be issued to such stockholder at the Closing in accordance with ARTICLE 2 and the Consideration Spreadsheet.

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Closing Deliveries.

Company Closing Deliveries. At the Closing, the Company and the stockholders shall deliver, or cause to be delivered, to Parent the following:

(i) the Certificate of Merger, duly executed by the Company;

(ii) a spreadsheet, in a form mutually agreed to by Parent and Company (the “Consideration Spreadsheet”), duly certified by an officer of the Company, setting forth the Per Share Closing PVS or Per Share Closing SVS, as applicable, issuable to each stockholder;

(iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(c)(3) (including a form of notice to the IRS in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) and in the customary form along with written authorization for Parent to deliver such notice form to the IRS on behalf of the Company upon the Closing), duly executed and acknowledged by the Company;

(iv) certificates of good standing from the jurisdiction of organization of the Company, and each jurisdiction where the Company is qualified to do business, in each case, dated within three Business Days prior to the Closing Date, to the effect that the Company is in good standing in such jurisdiction;

(v) any required Consent, waiver or approval from the TSXV or other securities regulatory authority, as applicable, approving this Agreement and the listing of the Surviving Corporation shares on the TSXV;

(vi) if required by the TSXV, a sponsor report and independent valuation satisfactory

to the TSXV;

(vii) a certificate of a secretary or assistant secretary, or equivalent officer, of the Company (the “Company Secretary’s Certificate”) certifying copies of (A) its charter documents as certified by the Secretary of State of its state of incorporation and bylaws, as amended, and (B) the resolutions of the stockholders and the Company’s board of directors authorizing the execution, delivery and performance of this Agreement; and

(viii) such other documents or instruments as Parent reasonably requests prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement.

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Parent Closing Deliveries. At the Closing, Parent shall deliver, or cause to be delivered,

the following:

(i) a Parent Stock Plan compliant with the rules of TSXV and in a form satisfactory to the Company providing for the issuance of up to 10% of the Surviving Corporation’s anticipated fully diluted capital stock;

(ii) a certificate of a secretary or assistant secretary, or equivalent officer, of Parent (the “Parent Secretary’s Certificate”) certifying copies of (A) its charter documents as certified by the Secretary of State of its state of incorporation and bylaws, as amended, and (B) the resolutions of the Parent’s board of directors authorizing the execution, delivery and performance of this Agreement; and

(iii) such other documents or instruments as Company reasonably requests prior to the Closing Date and that are reasonably necessary to consummate the transactions contemplated by this Agreement.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Merger Sub as follows:

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Corporate Existence and Power.

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate power required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary.

The Company does not have, and has never had, any Subsidiaries or any Equity Interests, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.

The Company has delivered to Parent accurate and complete copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees thereof, and the boards of directors and committees thereof. There has not been any material violation of any of the provisions of the certificate of incorporation or bylaws (or equivalent constituent documents), including all amendments thereto, of the Company and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the stockholders of the Company, the board of directors of the Company and all committees thereof, and the boards of directors and committees thereof.

Corporate Authorization . The Company has full corporate power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance

by the Company of this Agreement have been duly authorized by all necessary action on the part of the Company and the board of directors of the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) compliance with any applicable requirements of applicable U.S. state or federal securities laws.

Non-Contravention . The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company, (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.03, require any Consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of any Material Contract binding upon the Company or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company or (iv) result in the creation or imposition of any Lien on any asset of the Company.

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Capitalization; Consideration Spreadsheet .

The authorized capital stock of the Company consists of 25,000,000 shares of common stock with par value of par value US$0.00001 (“ NVG Shares ”), of which 16,086,423 NVG Shares are issued and outstanding.

All issued and outstanding shares in the capital of NVG have been duly authorized and are validly issued, fully paid and non-assessable, free of pre-emptive rights, except as may be set forth in the NVG Shareholder Rights Agreement, the NVG Voting Agreement and the NVG Right of First Refusal and Co-Sale Agreement.

Other than the NVG Shareholder Rights Agreement, the NVG Voting Agreement and the NVG Right of First Refusal and Co-Sale Agreement, there are no authorized, outstanding or existing:

(i) voting trusts or other agreements or understandings with respect to the voting of any NVG Shares to which the Company, Signafire Technologies, Inc., a Delaware Corporation (“Signafire”), Seafront Analytics LLC, a Delaware limited liability company (“Seafront”), NowVertical Canada, Inc., an Ontario corporation (“NVG Canco”) and NVG Canada Finco, Inc., an Ontario corporation (“NVG Canada” and together with the Company, Signafire, Seafront, NVG Canco and NVG Canada “NVG Group Member”) is a party, other than powers of attorney granted to the President of the Company by certain NVG Shareholders;
(ii) securities issued by any NVG Group Member that are convertible into or exchangeable for any NVG Shares, other than the NVG Convertible Notes, the Company Options and the Company RSUs;

(iii) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any NVG Shares or securities convertible into or exchangeable or exercisable for any such common shares, in each case granted, extended or entered into by any NVG Group Member, other than:
(A) Company Options to purchase up to 1,458,415 NVG Shares;
(B) 2,455,162 Company RSUs; and
(C) the NVG Convertible Notes.
(iv) agreements of any kind to which any NVG Group Member is party relating to the issuance or sale of any NVG Shares, or any securities convertible into or exchangeable or exercisable for any NVG Shares or requiring NVG to qualify securities of any NVG Group Member for distribution by prospectus under Canadian Securities Laws; or
(v) agreements of any kind which may obligate the Company to issue or purchase any of its securities, other than the Company Convertible Note Compensation Warrants.

The Consideration Spreadsheet is accurate and complete in all respects as of the Closing with respect to all matters set forth therein.

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Compliance with Applicable Laws; Orders; Litigation; Permits.

The Company is, and has at all times been, in material compliance with, and to the Knowledge of the Company is not, and at no time has been, under investigation or inquiry of any sort (other than non-material routine or periodic inspections or reviews) with respect to or threatened to be charged with or given notice of any actual or alleged violation of, any Applicable Law.

There is no order, writ, injunction, directive, restriction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject or which restricts in any respect the ability of the Company to conduct its business as currently conducted. To the Knowledge of the Company, no officer or other employee of the Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company as currently conducted.

There is no pending Proceeding, and to the Knowledge of the Company, no Person has at any time threatened to commence any Proceeding: (i) that involves the Company or any of the assets owned or used by the Company or any Person whose liability the Company has or may have retained or assumed, either contractually or by operation of law; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance currently exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Proceeding.

The Company has, and at all times has had, all licenses, permits, qualifications, accreditations, approvals and authorizations (collectively, the “Permits”) required by any Governmental

Authority, and have made all necessary filings (i) required under Applicable Law, (ii) necessary to service its customers in accordance with Applicable Laws and (iii) otherwise necessary to conduct the business of the Company as currently conducted. The Company has not received any written notice or other written communication regarding any actual or possible violation of or failure to comply with any term or requirement of any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit. Each such Permit has been validly issued or obtained and is, and after the consummation of the transactions contemplated hereby will be, in full force and effect.

Properties. The Company does not own, nor has the Company ever owned, any real property. The Company has good and marketable, indefeasible, fee simple title to, or in the case of leased tangible property and assets, valid leasehold interests in, all tangible property and assets (whether real, personal, or otherwise tangible) (i) used or held for use in its business as currently conducted, and (ii) necessary for Parent to conduct the business of the Company in the manner in which it is currently being conducted. None of such property or assets is subject to any Lien (other than Permitted Liens). The equipment owned or leased by the Company (x) is adequate in all material respects for the conduct of the business of the Company as currently conducted, and (y) is in good operating condition, regularly and properly maintained in all material respects, subject to normal wear and tear.

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Tax Matters.

The Company has filed with the appropriate Tax authorities all material Tax Returns required to be filed. All such Tax Returns are complete and accurate in all material respects. All material Taxes shown due on such Tax Returns have been paid. The Company has not taken any action, and does not have knowledge of any fact or circumstance, that could reasonably be expected to prevent the transactions contemplated hereby, including the Merger, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PARENT & MERGER SUB

Parent represents and warrants to the Company that:

Corporate Existence and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Applicable Laws of its jurisdiction of formation.

Corporate Authorization. Each of Parent and Merger Sub has full corporate power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance by each of Parent and Merger Sub of this Agreement has been duly authorized by all necessary action on the part of Parent and Merger Sub, respectively. This Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against such Person in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Governmental Authorization. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) compliance with any applicable requirements of applicable U.S. state or federal securities

laws, and (c) any actions or filings the absence of which would not be reasonably expected to materially impair the ability of Parent to consummate the transactions contemplated hereby.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent and Merger Sub, respectively, or (b) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any material Applicable Law.

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Issuance of Shares; Capitalization.

(a) As at the date hereof: the authorized capital of the Parent consists of an unlimited number of Parent Shares without nominal or par value, of which 5,411,670 Parent Shares are issued and outstanding Parent is the sole record and beneficial owner of all the issued and outstanding equity securities of Merger Sub, free and clear of all Liens (other than Permitted Liens). All issued and outstanding equity securities of Parent have been duly authorized and validly issued and are fully paid and non-assessable. No Person other than Parent has any rights with respect to such equity securities of Merger Sub, and no such rights arise by virtue of or in connection with the transactions contemplated by this Agreement.

No Prior Operations. Merger Sub was formed solely for the purpose of effecting the Merger, has no assets or liabilities and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

Litigation. There is no pending Proceeding, and to the knowledge of Parent, no Person has at any time threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. To the knowledge of Parent, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Proceeding.

Reorganization Matters. Parent has not taken any action, and do not have knowledge of any fact or circumstance, that could reasonably be expected to prevent the transactions contemplated hereby, including the Merger, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

ARTICLE 6. CLOSING CONDITIONS & TERMINATION

Closing Conditions. The obligations of ach party to consummate the transactions contemplated this Agreement shall be subject to the fulfillment, at or prior to Closing, the conditions as set forth in Articles 7, 8 and 9 of the Business Combination Agreement, as applicable.

Termination. This Agreement may be terminated at any time prior to the Closing Date as set forth in Article 10 of the Business Combination Agreement.

ARTICLE 7. TAX MATTERS

Intended Tax Treatment. For U.S. federal income tax purposes, (i) the Canadian Exchange and the Merger are intended to be treated as a series of integrated steps that, in accordance with Revenue Ruling 2001-26, 2001-1 C.B. 1297, qualifies as a “reorganization” under Section 368(a) of the Code, and (ii) as a result of the Canadian Exchange and the Merger, in accordance with Section 7874(b) of the Code, Parent is intended to be treated as a “domestic corporation” (clauses (i) and (ii), the “Intended Tax Treatment”). Parent, Merger Sub, the Company and the stockholders hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3. The parties to this Agreement (including each of Parent, Merger Sub, and the Company file all Tax Returns and otherwise report the Canadian Exchange and the Merger, for U.S. federal income tax purposes, consistently with the Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing, the U.S. Tax treatment of the Canadian Exchange and the Merger is not free from doubt, and neither Parent nor the Company makes any representations or warranties.

Survival. None of the representations and warranties contained in this Agreement or in any certificate or instrument delivered under this Agreement will survive the Effective Time. For the avoidance of doubt, this Section 7.02 shall not limit any covenant or agreement of the parties contained in this Agreement which, by its terms, contemplates performance after the Effective Time.

Notices. All notices, requests and other communications required or permitted under, or otherwise made in connection with, this Agreement, shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when transmitted by email (except, if not a Business Day, then the next Business Day), if the sender on the same day sends a confirming copy of such notice, request or communication by internationally-recognized overnight courier (with confirmation of delivery), or (c) on the next Business Day if transmitted by internationally-recognized overnight courier (with confirmation of delivery), in each case, addressed as follows:

if to Parent, to: with a copy to (which shall not constitute notice): Good2Go Corp. WeirFoulds LLP 1 King Street West, Suite 1505 66 Wellington Street W #4100 Toronto, ON M5H 1A1 Toronto, ON M5K 1B7 Attention: James Cassina Attention: Michael Dolphin Email: [email protected] Email: [email protected] if to Company, to: with a copy to (which shall not constitute notice): NowVertical Group, Inc. Fasken Martineau DuMoulin LLP 138 Blanca Isles Lane 800 Rue du Square-Victoria Bureau 3500 Jupiter, FL 33478 Montreal, QC HZ 1E9 Attention Daren Trousdell Attention: Neil Kravitz Email: [email protected] Email: [email protected]

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.

Remedies Cumulative; Specific Performance. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will

not preclude the exercise at any time of any other remedy. The parties acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at Law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or any such breach. Accordingly, the parties hereto acknowledge and hereby agree that in the event of any breach or threatened breach by a party of any of its covenants or obligations set forth in this Agreement, Parent, on the one hand, and the Company, on the other hand, respectively, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other parties (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other party or parties (as applicable) under this Agreement, without proof of actual damages or inadequacy of legal remedy and without bond or other security being required. The pursuit of specific enforcement or other equitable remedies by any party hereto will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy (whether at Law or in equity) to which such party may be entitled at any time.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits and Schedules hereto) and the Transaction Documents represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. This Agreement may only be amended, restated, supplemented or otherwise modified or waived by a written instrument signed by Parent and the Company. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or obligation contained herein. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall create or be deemed to create in any Person not a party to this Agreement any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its Affiliates at any time and (ii) after the Closing, to any Person; provided , however , such transfer or assignment shall not relieve Parent of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent. Any attempted assignment contrary to the prior sentence shall be null and void.

Governing Law; Jurisdiction . This Agreement, and all actions, causes of action, claims, cross-claims, third-party claims or Proceedings of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement (including the Exhibits and Schedules hereto), any certificate, instrument, opinion or other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof (including any action, cause of action, claim, crossclaim, third-party claim or Proceeding of any kind based upon, arising out of or related to any representation or warranty made in or in connection herewith or therewith) shall be governed by and construed in accordance with the Law of the state of Delaware, regardless of the Applicable Laws that might otherwise

govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Province of Ontario, and any appellate court from any thereof, in any Proceeding of any kind arising out of or relating to this Agreement, any certificate, instrument, opinion or other documents delivered hereunder, or the negotiation, execution or performance hereof or thereof, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection or defense which it may now or hereafter have to the laying of venue or maintenance of any such Proceeding in such courts, and (c) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.03 shall be deemed effective service of process on such party.

Canadian Securities Laws and TSXV Rules. The parties acknowledge that the Resulting Issuer will be subject to Canadian Securities Laws and the TSXV Rules, or the rules of any successor exchange on which a class of capital stock of the Resulting Issuer is listed. For certainty, any issuance of securities pursuant to this Agreement is subject to Canadian Securities Laws and the TSXV Rules (or, if applicable, the rules of any such successor exchange).

Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). 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 shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of facsimile machine or email as a defense to the formation of a contract, and each such party forever waives any such defense.

Severability. If any condition, term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Applicable Law or public policy, all other conditions, terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

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

PARENT:

GOOD2GO CORP.

By: _______ Name: James Cassina Title: Chief Executive Officer

MERGER SUB:

GOOD2GO (US) CORP.

By:

Name: Daren Trousdell Title: President

THE COMPANY:

NOWVERTICAL GROUP, INC.

By:

Name: Daren Trousdell Title: President

325115.00002/111747135.2 325115.00002/111763165.1

EXHIBIT A

FORM OF CERTIFICATE OF MERGER

325115.00002/111747135.2 325115.00002/111763165.1

CERTIFICATE OF MERGER

MERGING

NOWVERTICAL GROUP, INC., A DELAWARE CORPORATION

WITH AND INTO

GOOD2GO (US) CORP., A DELAWARE CORPORATION

Pursuant to Section 252 of the General Corporation Law of the State of Delaware

NowVertical Group, Inc., a Delaware corporation (the “ Company ”), does hereby certify as follows:

FIRST. The name and domicile of each of the constituent entities in the merger are: a) NowVertical Group, Inc., a Delaware corporation; and

b) Good2Go (US) Corp., a Delaware corporation (“ G2G Merger Sub ”).

SECOND. An agreement of merger, dated as of May [], 2021, by and between the Company and G2G Merger Sub (the “ Merger Agreement ”), setting forth the terms and conditions of the merger of the Company with and into G2G Merger Sub (the “ Merger* ”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities pursuant to subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

THIRD. The name of the surviving corporation in the Merger (the “ Surviving Corporation ”) is NowVertical Group, Inc.

FOURTH. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation and without any additional action on the part of G2G Merger Sub, shall be amended and restated in its entirety to read as set forth on Exhibit A hereto, and so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation and thereafter may be amended in accordance with its terms and as provided by law.

FIFTH. The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at 138 Blanca Isles Lane, Jupiter, FL 33478.

SIXTH. A copy of the Merger Agreement shall be furnished by the Surviving Corporation, on request and without cost, to any stockholder of G2G Merger Sub or stockholder of the Company.

SEVENTH. The authorized capital stock of the Corporation before the Merger was 25,000,000 authorized shares of capital stock, par value $0.00001 per share.

EIGHTH. That this Certificate of Merger shall be effective upon [ insert time ].

(signature page follows)

IN WITNESS WHEREOF , the Company, has caused this Certificate of Merger to be executed by a duly authorized officer on May [*], 2021.

NOWVERTICAL GROUP, INC. a Delaware Corporation

By: Name: Title:

Exhibit A

Certificate of Incorporation

(See attached)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOWVERTICAL GROUP, INC.

FIRST: The name of this corporation is NowVertical Group, Inc. (the “ Corporation ”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building #104, in the City of Wilmington, County of New Castle 19810. The name of the registered agent at such address is Corporate Creations Network Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 25,000,000 shares of Common Stock, $0.00001 par value per share (“ Common Stock ”) and (ii) 100 shares of Preferred Stock, $0.00001 par value per share (“ Preferred Stock ”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.
Voting. The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one (1) or more series of Preferred Stock that may be required by the terms of this Amended and Restated Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

B. PREFERRED STOCK

The Preferred Stock will have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “Sections” in this Part B of this Article Fourth refer to sections of Part B of this Article Fourth.

1. Dividends.

The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation unless (in addition to the obtaining of any consents required elsewhere in this Amended and Restated Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the dividend payable to each share of Common Stock.

Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1 Preferential Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount equal to one times the applicable Original Issue Price, plus any dividends declared but unpaid thereon. The “ Original Issue Price ” shall mean, with respect to each share of Preferred Stock, the fair market value of the share of capital stock of Good2Go (US) Corp. (the “ Merger Sub ”) immediately before the effective date of this Certificate of Incorporation, as determined in good faith by the board of directors of the Merger Sub, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Preferred Stock.

2.2 Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all amounts required to be paid to the holders of shares of Preferred Stock pursuant to Section 2.1, the remaining assets of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Preferred Stock pursuant to Section 2.1 or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder.

2.3 Deemed Liquidation Events.

2.3.1 Definition. Each of the following events shall be considered a “ Deemed Liquidation Event ” unless the holders of the outstanding shares of Preferred Stock (the “ Requisite Holders ”) elect otherwise by written notice sent to the Corporation at least ten days prior to the effective date of any such event:

(a) a merger or consolidation in which

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(b) (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one (1) or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.3.2 Effecting a Deemed Liquidation Event.

(a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “ Merger Agreement ”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated to the holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2.

(b) In the event of a Deemed Liquidation Event referred to in Section 2.3.1(a)(ii) or 2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90[th] ) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Preferred Stock, and (ii) if the Requisite Holders so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation) , together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “ Available Proceeds ”), on the one hundred fiftieth (150[th] ) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the applicable Liquidation Amount. Notwithstanding the foregoing, in the event of a

redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.3.3 Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.

Voting. The holders of the Preferred Stock are entitled to one (1) vote for each share of Preferred Stock held at all meetings of stockholders (and written actions in lieu of meetings). Except as provided by law or by the other provisions of this Amended and Restated Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class.
Redemption. Unless prohibited by Delaware law governing distributions to stockholders, shares of Preferred Stock shall be redeemed by the Corporation at a price equal to the Original Issue Price per share, plus all declared but unpaid dividends thereon (the “ Redemption Price ”), not more than sixty (60) days after receipt by the Corporation at any time from the Requisite Holders of written notice requesting redemption of all shares of Preferred Stock (the “ Redemption Request ”). Upon receipt of a Redemption Request, the Corporation shall apply all of its assets to any such redemption, and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders.
Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed, converted or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption, conversion or acquisition.
Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

FIFTH: Subject to any additional vote required by this Amended and Restated Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute,

the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by this Amended and Restated Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation. Each director shall be entitled to one (1) vote on each matter presented to the Board of Directors.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

SCHEDULE D SPECIAL RIGHTS AND RESTRICTIONS FOR RESULTING ISSUER SUBORDINATE VOTING SHARES AND RESULTING ISSUER PROPORTIONATE VOTING SHARES

See Attached.

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The articles of Good2Go Corp. (the “ Corporation ”) are amended as follows:

A. to create an unlimited number of shares of a class designated as Class A subordinate voting shares (“ Subordinate Voting Shares ”);

B. to create an unlimited number of shares of a class designated as Class B proportionate voting shares (“ Proportionate Voting Shares ”);

C. to change all of the issued and outstanding common shares in the capital of the Corporation into Subordinate Voting Shares of the Corporation, such that after such change, 5,411,670 Subordinate Voting Shares in the capital of the Corporation in the aggregate will be issued and outstanding;

D. to remove, in their entirety, the rights, privileges, restrictions and conditions attaching to the common shares of the Corporation;

E. to remove the common shares as a class from the authorized capital of the Corporation, such that after such removal, the Corporation will no longer be authorized to issue common shares;

F. to provide that, after giving effect to the foregoing, the authorized capital of the Corporation shall consist of an unlimited number of :

(a) Subordinate Voting Shares; and
(b) Proportionate Voting Shares;

G. to provide that the rights, privileges, restrictions and conditions attaching to the Subordinate Voting Shares as a class and the Proportionate Voting Shares as a class shall be as follows: ARTICLE 1 SUBORDINATE VOTING SHARES

1.1 Voting

The holders of Subordinate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation except a meeting at which only the holders of another class or series of shares are entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

1.2 Alteration to Rights of Subordinate Voting Shares

So long as any Subordinate Voting Shares remain outstanding, the Corporation will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:

(a) prejudice or interfere with any right or special right attached to the Subordinate Voting Shares; or

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(b) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.

1.3 Dividends

(a) The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Corporation as may be declared thereon by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Subordinate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Proportionate Voting Shares, in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 100.
(b) The directors may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:
(i) Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share; or
(ii) Subordinate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share (or a fraction thereof) equal to number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 100.
(c) The directors may declare a stock dividend payable in Proportionate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 100.
(d) Holders of fractional Subordinate Voting Shares shall be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend per Subordinate Voting Share multiplied by the fraction thereof held by such holder.

1.4 Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Proportionate Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Proportionate Voting Share divided by 100; and each fraction of a Subordinate Voting Share will

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be entitled to the amount calculated by multiplying such fraction by the amount payable per whole Subordinate Voting Share.

1.5 Subdivision or Consolidation

The Subordinate Voting Shares shall not be consolidated or subdivided unless the Proportionate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

1.6 Conversion of the Shares Upon An Offer

(a) In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is:
(i) required, pursuant to applicable securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an “ Offe r”); and
(ii) not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to or greater than 1/100th (0.01) of the consideration offered per Proportionate Voting Share;

each Subordinate Voting Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of one hundred (100) Subordinate Voting Shares for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the “ Subordinate Voting Share Conversion Right ”). For avoidance of doubt, fractions of Proportionate Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is exercised which is less than 100.

(b) The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Corporation shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.
(c) To exercise the Subordinate Voting Share Conversion Right, a holder of Subordinate Voting Shares or its, his or her attorney, duly authorized in writing, shall:

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(i) give written notice of exercise of the Subordinate Voting Share Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised;
(ii) deliver to the transfer agent for the Subordinate Voting Shares any share certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised; and
(iii) pay any applicable stamp tax or similar duty on or in respect of such conversion.
(d) No certificates or direct registration statements representing Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one (1) Proportionate Voting Share for one hundred (100) Subordinate Voting Shares, and the Corporation will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement(s) or certificate(s) representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Corporation shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such Offeror.

1.7 Voluntary Conversion of Subordinate Voting Shares

Subject to approval by the board of directors of the Corporation, each Subordinate Voting Share may be converted at the option of the holder into such number of Proportionate Voting Shares as is determined by dividing the number of Subordinate Voting Shares being converted by one hundred (100), provided the directors have approved such conversion.

Before any holder of Subordinate Voting Shares shall convert Subordinate Voting Shares into Proportionate Voting Shares in accordance with this Article 1.7, the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Subordinate Voting Shares to be converted at the head office of the Corporation, or the office of any transfer agent for the Subordinate Voting Shares, and shall give written notice to the Corporation at its head office of his or her election to convert such Subordinate Voting Shares and shall state therein the name or names in which the certificate(s) or direct registration statement(s) representing the Proportionate Voting Shares are to be issued (a “ Subordinate Voting Shares Conversion Notice ”). Provided

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that such conversion has been approved by the directors, the Corporation shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate or certificates or direct registration statement(s) representing the number of Proportionate Voting Shares to which such holder is entitled upon conversion. Provided that such conversion has been approved by the directors, such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares to be converted is surrendered and the Subordinate Voting Shares Conversion Notice is delivered, and the person or persons entitled to receive the Proportionate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Proportionate Voting Shares as of such date.

ARTICLE 2 PROPORTIONATE VOTING SHARES

2.1 Voting

The holders of Proportionate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Article 2.2, each Proportionate Voting Share shall entitle the holder to 100 votes and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 100 and rounding the product down to the nearest whole number, at each such meeting.

2.2 Alteration to Rights of Proportionate Voting Shares

(a) So long as any Proportionate Voting Shares remain outstanding, the Corporation will not, without the consent of the holders of Proportionate Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:
(i) prejudice or interfere with any right or special right attached to the Proportionate Voting Shares; or
(ii) affect the rights or special rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.
(b) At any meeting of holders of Proportionate Voting Shares called to consider such a separate special resolution, each whole Proportionate Voting Share shall entitle the holder to one (1) vote.

2.3 Dividends

(a) The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Corporation as may be declared by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Proportionate Voting Shares unless the directors

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simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by 100.

(b) The directors may declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in:
(i) Proportionate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 100; or
(ii) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Proportionate Voting Share.
(c) The directors may declare a stock dividend payable in Subordinate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 100.
(d) Holders of fractional Proportionate Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend per Proportionate Voting Share multiplied by the fraction thereof held by such holder.

2.4 Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by 100; and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.

2.5 Subdivision or Consolidation

The Proportionate Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

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2.6 Voluntary Conversion

Subject the Conversion Limitation set forth in this Article 2.6, holders of Proportionate Voting Shares shall have the following rights of conversion (the “ Share Conversion Right ”):

(a) Right to Convert Proportionate Voting Shares . Subject to the limitations set out in this Article 2.6, each Proportionate Voting Share shall be convertible at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Share Conversion Right is exercised by 100. Fractions of Proportionate Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 100, rounded down to the nearest whole share.
(b) Conversion Limitations . Before any holder of Proportionate Voting Shares shall be entitled to convert the same into Subordinate Voting Shares, the directors (or a committee thereof) or any officer of the Corporation designated thereby shall determine whether the Conversion Limitation set forth in this Article 2.6 shall apply.
(c) Foreign Private Issuer Status . The Corporation will use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)). Accordingly, the Corporation shall not give effect to any voluntary conversion of Proportionate Voting Shares pursuant to this Article 2.6 or otherwise, to the extent that after giving effect to all permitted issuances after such conversion of Proportionate Voting Shares, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares (calculated on the basis that each Subordinate Voting Share and Proportionate Voting Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Exchange Act ) (“ U.S. Residents ”) would exceed forty percent (40%) (the “ 40% Threshold ”) of the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares (calculated on the same basis) issued and outstanding (the “ FPI Restriction ”). The directors may by resolution increase the 40% Threshold to a number not to exceed fifty percent (50%), and if any such resolution is adopted, all references to the 40% Threshold herein shall refer instead to the amended percentage threshold set by the directors in such resolution, and the formula in Article 2.6(c) of this Article 2.6 shall be adjusted to give effect to such amended percentage threshold.
(d) Conversion Limitation . In order to give effect to the FPI Restriction, the number of Subordinate Voting Shares issuable to a holder of Proportionate Voting Shares upon exercise by such holder of the Share Conversion Right will be subject to the 40% Threshold based on the number of Proportionate Voting Shares held by such holder as of the date of initial issuance of Proportionate Voting Shares to such holder, and thereafter on the last day of each of the Corporation’s subsequent fiscal

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quarters (the date of initial issuance and the last day of each of the Corporation’s subsequent fiscal quarters each being a “ Determination Date ”) calculated as follows:

X = [A x 40% - B] x (C/D)

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares issued and outstanding on such Determination Date.

B = Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents on such Determination Date.

C = Aggregate Number of Proportionate Voting Shares held by such holder on such Determination Date.

D = Aggregate Number of All Proportionate Voting Shares on such Determination Date.

The Corporation shall determine as of each Determination Date, in its sole discretion, acting reasonably, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents, and the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Proportionate Voting Shares, the Corporation will provide each holder of Proportionate Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Corporation in its discretion. To the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be pro-rated among each holder of Proportionate Voting Shares exercising the Share Conversion Right.

(e) Mechanics of Conversion . Before any holder of Proportionate Voting Shares shall be entitled to voluntarily convert Proportionate Voting Shares into Subordinate Voting Shares in accordance with Article 2.6(a), the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Proportionate Voting Shares to be converted at the head office of the Corporation, or the office of any transfer agent for the Proportionate Voting Shares, and shall give written notice to the Corporation at its head office of his or her election to convert such Proportionate Voting Shares and shall state therein the name or names in which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares are to be issued (a “ Conversion Notice ”). The Corporation shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate(s) or direct

325115.00002/111653504.3

registration statement(s) representing the number of Subordinate Voting Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Proportionate Voting Shares to be converted is surrendered and the Conversion Notice is delivered, and the person or persons entitled to receive the Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Subordinate Voting Shares as of such date.

2.7 Mandatory Conversion

The Corporation shall have the following rights in respect of conversion of the Proportionate Voting Shares:

(a) Right to Convert Proportionate Voting Shares. Notwithstanding anything contained herein to the contrary, the Corporation shall have the right (the “ Corporation Share Conversion Right ”) to require each holder of Proportionate Voting Shares to convert (the “ PVS Conversion ”) all, and not less than all, of the Proportionate Voting Shares held by such holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Corporation Share Conversion Right is exercised by 100. Fractions of Proportionate Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 100, rounded down to the nearest whole number and no payment shall be made or consideration provided on account of any such rounding. The Corporation Share Conversion Right may be exercised by the Corporation if all the following conditions are either satisfied (and, for certainty, the following conditions continue to be satisfied at the Conversion Time (as defined below)) or waived by special resolution of the holders of Proportionate Voting Shares:
(i) the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and
(ii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange including the New York Stock Exchange, the NYSE American Stock Exchange, the NASDAQ Stock Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or Aequitas NEO Exchange (or any other Canadian stock exchange recognized as such by the British Columbia Securities Commission).
(b) Mechanics of Conversion
(i) In order to exercise the Corporation Share Conversion Right, the Corporation shall issue or cause its transfer agent to issue to each holder of Proportionate Voting Shares of record a notice (the “ PVS Conversion Notice ”) at least 10 days prior to the record date of the PVS Conversion (the

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“ PVS Conversion Date ”) which shall specify therein: (i) the number of Subordinate Voting Shares into which the Proportionate Voting Shares are convertible pursuant to the PVS Conversion; and (ii) the PVS Conversion Date;

(ii) At the time of conversion (the “ Conversion Time ”) on the PVS Conversion Date, each certificate or direct registration statement representing Proportionate Voting Shares shall be null and void and the former holders of Proportionate Voting Shares shall be entered on the register maintained for the Subordinate Voting Shares as holders of Subordinate Voting Shares and shall be treated for all purposes as the record holder or holders of the number of Subordinate Voting Shares to which each former holder or holders of Proportionate Voting Shares is entitled pursuant to Article 2.7(a); and
(iii) As soon as practicable on or after the PVS Conversion Date, and in any event within ten (10) days of the PVS Conversion Date, the Corporation will issue or send, or cause its transfer agent to issue or send certificate(s) or direct registration statement(s) (at the sole discretion of the Corporation) to each former holder of Proportionate Voting Shares representing the number of Subordinate Voting Shares into which the Proportionate Voting Shares have been converted.
(c) Effect of Conversion . All Proportionate Voting Shares which shall have been converted pursuant to the PVS Conversion shall no longer be deemed to be outstanding and all rights and special rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive Subordinate Voting Shares in exchange therefor in accordance with this Article 2.7.

325115.00002/111653504.3

AI assistant

NowVertical Group Inc. — Merger & Acquisition 2021

47594_rns_2021-03-23_c481ff5c-afb4-4a61-9929-a65edfd6d9f2.pdf

BUSINESS COMBINATION AGREEMENT

AMONG

GOOD2GO CORP.

NOWVERTICAL GROUP, INC.

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

AMONG:

ARTICLE 1 GENERAL

1.1 Defined Terms

ARTICLE 2 BUSINESS COMBINATION

2.1 Business Combination – Prior Steps

2.2 Business Combination – Consolidation, Name Change, Reclassification and Creation of Shares

2.3 Business Combination – Exchange of Subscription Receipts

2.4 Business Combination – Finco Pubco Sub Amalgamation

2.5 Business Combination – Conversion of Convertible Notes

2.6 Business Combination – Section 85 of the ITA Election

2.7 Business Combination – NVG Merger Sub Merger

2.8 Business Combination – Liquidation and Dissolution of Amalco

2.9 U.S. Tax Matters

2.10 Board of Directors and Officers

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NVG

3.1 Organization and Good Standing

3.2 Authorizations, and Binding Effect

3.3 Consents

3.4 Litigation and Compliance

3.5 Financial Statements

3.6 Taxes

3.7 Absence of Certain Changes, Etc.

3.8 Subsidiaries

3.9 Capitalization

3.10 Environmental Matters

3.11 Licence and Title

3.12 Indebtedness

3.13 Undisclosed Liabilities

3.14 Contracts

3.15 Employees

3.16 Insurance

3.17 Non-Arm’s Length Transactions

3.18 Intellectual Property

3.19 Brokers

3.20 Compliance with Laws

3.21 Anti-Bribery Laws

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF FINCO

4.1 Organization and Good Standing

4.2 Authorizations, and Binding Effect

4.3 Business

4.4

Capitalization

4.5 Property

4.6 Absence of Undisclosed Liabilities and Indebtedness

4.7 Brokers

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF G2G

5.1 Organization and Good Standing

5.2 Authorizations, and Binding Effect

5.3 Consents

5.4 Litigation and Compliance

5.5 Public Filings; Financial Statements

5.6

Taxes

5.7

Employees

5.8 Contracts, Etc

5.9 Absence of Certain Changes, Etc.

5.10 Subsidiaries

5.11 Capitalization

5.12 Environmental Matters

5.13 Licence and Title

5.14 Indebtedness

5.15 Undisclosed Liabilities

5.16 Brokers

5.17 Anti-Bribery Laws

ARTICLE 6 COVENANTS

6.1 Non-Solicitation

6.2

Standstill

6.3

Ordinary Course of Business

NowVertical Group Inc. Merger & Acquisition 2021