SHARE PURCHASE AGREEMENT

dated

July 2, 2021

in respect of

LEWIS & FLANDERS MEDICINE PROFESSIONAL CORPORATION dba

THE NEUROLOGY CENTRE OF TORONTO

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PART 1 INTERPRETATION

1.1 Defined Terms...1
1.2 Interpretation...9
1.3 Schedules...9

PART 2 SALE AND PURCHASE

2.1 Agreement to Sell and Purchase...10
2.2 Purchase Price...10
2.3 Payments on Closing...10
2.4 Allocation of Initial Payment...10
2.5 Delivery of Closing Date Financial Statement...10
2.6 Post Closing Purchase Price Adjustment...10
2.7 Net Adjustment...12
2.8 Milestone Consideration...12
2.9 Allocation of Purchase Price...12

PART 3 SELLERS' REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties...12
3.2 Disclosure Schedule...26
3.3 Representations at Closing...26
3.4 Knowledge and Awareness...26
3.5 Reliance...27

PART 4 BUYER'S REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties...27
4.2 Representations at Closing...27

PART 5 COVENANTS

5.1 Conduct of Business Prior to Closing...28
5.2 Restrictions Prior to Closing...28
5.3 Access to Information...29
5.4 Licences and Consents...29
5.5 Notification...29
5.6 Filings with Governmental Authorities...29
5.7 Confidentiality...30
5.8 Professional Corporation...30
5.9 Transitional Services...30
5.10 Patient Records Management...30
5.11 Repayment of Grant Amount...31
5.12 College Notifications...31
5.13 Articles of Amendment...31
5.14 Stub Periods...31
5.15 CRA Holdback...31

PART 6 CONDITIONS

6.1 Buyer's Conditions...32
6.2 Waiver/Termination...33

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6.3 Sellers' Conditions ... 33
6.4 Waiver ... 34

PART 7 SURVIVAL AND INDEMNITY ... 34

7.1 Survival of Representations and Warranties ... 34
7.2 Indemnification of Buyer ... 34
7.3 Limitations on Sellers' Liability ... 35
7.4 Indemnification of Sellers ... 35
7.5 Limitations on Buyer's Liability ... 35
7.6 Right of Set-Off ... 35

PART 8 CLOSING ... 36

8.1 Closing ... 36
8.2 Delivery by Sellers ... 36
8.3 Delivery by Buyer ... 38

PART 9 TERMINATION ... 38

9.1 Termination ... 38
9.2 Survival ... 38
9.3 Notice of Termination ... 39

PART 10 GENERAL ... 39

10.1 Public Announcements ... 39
10.2 Notices ... 39
10.3 Payments ... 40
10.4 Time of Essence ... 40
10.5 Governing Law ... 40
10.6 Submission to Jurisdiction ... 40
10.7 Entire Agreement ... 40
10.8 Severability ... 40
10.9 Currency ... 40
10.10 Accounting Principles ... 40
10.11 Enurement ... 40
10.12 Further Assurances ... 40
10.13 Costs and Expenses ... 41
10.14 Arbitration ... 41
10.15 Counterparts ... 41

SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated effective July 2, 2021 (the "Effective Date") is by and among:

BACKGROUND

A. The Sellers are the legal and beneficial owners of all the issued and outstanding shares in the capital of the Corporation, being 100 Class A Common shares without par value and 100 Class B Common shares without par value.
B. The Sellers have agreed to sell and the Buyer has agreed to buy all of the Sellers' legal and beneficial interest in the shares in the capital of the Corporation on the terms and conditions contained in this Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

PART 1 INTERPRETATION

1.1 Defined Terms. In this Agreement the following terms have the following meanings:

(a) "Affiliate" in respect of a Person means any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such first Person;
(b) "Agreement" means this share purchase agreement and all schedules hereto whether attached or incorporated by reference, in each case as supplemented, amended, restated or replaced from time to time by a written agreement signed by the parties;
(c) "Applicable Law" means, in respect of any Person, property, transaction, event or other matter, any present or future law, statute, regulation, code, ordinance, principle of common law or equity, municipal by-law, treaty or order, domestic or foreign, applicable to that Person, property, transaction, event or other matter and, whether or not having the force of law, all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines and policies of any Governmental Authority having or purporting

to have authority over that Person, property, transaction, event or other matter and regarded by such Governmental Authority as requiring compliance;

(d) "Applicable Employee Benefit Laws" has the meaning given in paragraph 3.1(xx)(ii);

(e) "Arbitrator" has the meaning given in paragraph 10.14;

(f) "Assets" means all property or assets of any nature, whether real or personal, tangible or intangible, corporeal or incorporeal, and includes any interest in any property or assets;

(g) "Associate" in respect of a Person means:

(i) any other Person of which such Person is an officer, director or partner or is, directly or indirectly, the owner of 10 per cent or more of any class of equity securities issued by such other Person;

(ii) any trust or other estate in which such Person has a 10 per cent or more beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; or

(iii) any relative or legal or common law spouse of such Person, or any relative of such spouse who has the same home as such Person;

(h) "Balance Sheet Date" means the date of the balance sheet included in the Financial Statements;

(i) "Business" means the business offering neurology services;

(j) "Business Day" means any day which is not a Saturday, Sunday or a statutory holiday in the Province of British Columbia or the Province of Ontario;

(k) "Buyer's Losses" has the meaning given in paragraph 7.2;

(l) "Cash Amount" means [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redacted] < [redact] < [redact] < [ ] [redacted] < [redacted] < [redact] < [redact] < [redact] < [redact] < [redact] < [redact] < [red ]

(m) "Closing" has the meaning given in paragraph 8.1;

(n) "Closing Date" has the meaning given in paragraph 8.1;

(o) "Closing Date" has the meaning given in paragraph 8.1;

(p) "Closing Date Financial Statement" has the meaning set out in Section 2.5;

(r) "College" means the College of Physicians and Surgeons of Ontario (CPSO);

(s) "Commercially Reasonable Best Efforts" means the efforts that a prudent person desirous of achieving a result would use in similar circumstances to achieve the results as expeditiously as reasonably possible, provided, however, that a party required to use commercially reasonable best efforts shall not thereby be required to dispose of or make any change to its business or expend any material funds or incur any other material burden;

(t) "Confidential Information" means any and all information, ideas and concepts relating to the Business, purpose or competitive interests of the Corporation or any of its Affiliates, including any and all (i) Intellectual Property Rights; (ii) data, databases, results, analyses, procedures, formulas, specifications, techniques, methodology and technical and scientific expertise which relate to such Person's products or services; (iii) Business, financial, marketing, manufacturing, sales, distribution, customer, licensor, licensee and supply

information; (iv) information related to such Person's internal organization, personnel, methods and procedures, pricing, credit, technology, software, Systems, facilities, capabilities, research, development, planning and work in process; (v) personal information as defined under applicable Privacy Laws; and (vi) information which would reasonably be considered to be confidential information of such Person, whether in written, oral or electronic form and whether or not specifically identified as confidential; but does not include any:

(i) information which is in the public domain or becomes publicly available through no act or failure to act by the Corporation; or
(ii) information which is required to be disclosed by Applicable Law, provided that the Sellers immediately notify the Buyer of such disclosure requirement and the Buyer has the opportunity to contest or obtain a court order preventing such disclosure;

(s) "Consideration Shares" means common shares in the authorized shared structure of the Buyer;
(t) "Control" means, with respect to the relationship between two or more Persons, the direct or indirect possession of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise, including, without limitation:

(i) the right to exercise a majority of the votes which may be cast at a general meeting of a corporation; and
(ii) the right to elect or appoint, directly or indirectly, a majority of the directors of a corporation or other persons who have the right to manage or supervise the management of the affairs and business of the corporation.

(u) "Corporation" means Lewis & Flanders Medicine Professional Corporation dba the Neurology Centre of Toronto, a corporation incorporated under the laws of the Province of Ontario;
(v) "CRA" means the Canada Revenue Agency;
(w) "CRA Audits" means the 2018 CRA Audit and the 2020 CRA Audit, and "CRA Audit" means any one of them;
(x) "CRA Balance Owing" means the assessed balance owing in respect of the CRA Audits;
(y) "CRA Holdback" means the amount of $\frac{1}{2}$ 4 $\frac{1}{2}$ Redacted due to confidentiality and/or commercial sensitivity.
(z) "Debt Adjustment" means the amount, if any, by which the Purchase Price may be decreased if the Indebtedness of the Corporation at the Closing Time is greater than zero;
(aa) "Disclosure Schedule" means the disclosure and qualifications in SCHEDULE B;
(bb) "EBITDA" means earnings before interest, tax, depreciation and amortisation of the Operating Clinic for the relevant Milestone Period calculated in accordance with the Corporation's method for calculating EBITDA based on past practice, and SCHEDULE C;
(cc) "EBITDA Adjustments" means:

(i) any costs related to the transaction contemplated by this Agreement, including advisory fees, bonuses or commissions that are directly related to the completion of the transaction;

(ii) any costs which are necessary to incur by reason of this transaction, including without limitation moving expenses and required leasehold improvements and constructions expenses (including the full cost of installing lifts and ways of access); and

(iii) additional administrative and leasehold costs incurred in relation to this transaction, including without limitation the cost of separating custodianship of any Patient Records, expenses incurred to repair and/or replace worn or outdated office furnishings and premises appearance to align with the Closing (including painting, re-branding, new furniture, etc.);

(iv) all management fees, overhead expenses and other amounts (including intercompany charges) paid, incurred or accrued in favour of any party related to the Buyer;

(v) all earnings of or relating to and all costs and expenses incurred in connection with or relating to any merger, acquisition, consolidation, amalgamation, restructuring, reorganization, joint venture or other business combination completed after Closing;

(vi) all earnings not derived from or relating to, and all costs and expenses incurred otherwise than in connection with, operations, including (A) reversals of reserve accounts, (B) gains from disposals of assets, and (C) funding from Governmental Authority (including in relation to the COVID-19 pandemic or any measures related thereto);

(vii) all extraordinary, one-time, unusual or non-recurring gains or losses on capital asset disposals or foreign exchange;

(viii) all costs related to clinic closures mandated by any Governmental Authority, and any other store closures mutually agreed by the Sellers and the Buyer in either case due to the COVID-19 pandemic or any measures related thereto, or otherwise; and

(ix) the difference, if any, between the amounts that the Business would have earned or expensed if dealing with an independent party in an arm's length commercial transaction and the actual amount earned or expensed in a non-arm's length commercial transaction with any party related to the Buyer, if and as applicable,

calculated without duplication, as calculated in accordance with past practice, provided that, increases in operating expenses which are the result of changes to Applicable Law, departures of employees or consultants, and/or additional regulatory expenses, or any legal expenses or fees associated with the foregoing, shall not be EBITDA Adjustments, and provided further that the intent of the Parties is to measure normalized EBITDA for the relevant periods in accordance with market and accounting practices, as agreed to by the Parties, acting reasonably and in compliance with the foregoing definition and this Agreement, and with the understanding that any disputes in respect of any such calculations shall be subject to resolution under Schedule C;

(dd) “Employee” means an individual employed by the Corporation on a full-time, part-time or temporary basis, including an employee on disability leave, parental leave or other absence;

(ee) “Employee Benefit Plan” means any retirement, pension, bonus, stock, purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other employee compensation or benefit plan, arrangement, policy, program or practice (whether provided on a pre- or post-retirement basis) which is maintained or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any present or former employees, officers or directors of the Corporation;

(ff) “Employment Agreement” means the employment agreement to be entered into between the Buyer and Lewis in a form to be agreed to by the Buyer and Lewis, each acting reasonably;

(gg) “Encumbrance” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, declaration of trust, right of set-off, option or other encumbrance of any kind;

(hh) “Environmental Laws” means all applicable international, federal, provincial, municipal or local treaties, conventions, laws, statutes, regulations, orders, by-laws, governmental decrees or ordinances relating to fisheries, health and safety, the protection or preservation of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of Hazardous Substances;

(ii) “Exchange” means the TSX Venture Exchange;

(jj) “Financial Statements” means the notice to reader financial statements of the Corporation for the fiscal year ended December 31, 2020 consisting of a balance sheet, statement of income, statement of retained earnings, and statement of cash flow including the notes to such financial statements, copies of which are attached as SCHEDULE D;

(kk) “Governmental Authority” means any Canadian (whether federal, territorial, provincial, municipal or local), international or foreign government, governmental authority, quasi-governmental authority, court, self-regulatory organization, commission, tribunal or organization or any agent, subdivision, department or branch of any of the foregoing, including the College;

(ll) “GST/HST” has the meaning given in paragraph 3.1(ggg);

(mm) “Hazardous Substance” means any pollutant, contaminant, waste, special or hazardous waste, toxic or hazardous substance or material which, when released into the natural environment may cause harm or risk to the natural environment or to human or animal health, including without limitation, any substance considered hazardous under Environmental Laws;

(nn) “IFRS” means the International Financial Reporting Standards;

(oo) “Indebtedness” means the aggregate amount of:

(i) the principal and accrued interest on any borrowing or indebtedness in the nature of borrowing incurred, including without limitation the amount owing at closing pursuant to the Corporation’s line of credit with the Toronto-Dominion Bank and

any support payments, loans, benefits or other incentives being provided as a result of the COVID-19 pandemic from any Governmental Authority or financial institution, including the Canada Emergency Business Account (CEBA) interest-free loans, Canada Emergency Wage Subsidy (CEWS), Work-Sharing Program, Loan Guarantee for Small and Medium-Sized Enterprises offered through the Export Development Bank of Canada;

(ii) the capitalised element of any finance lease or hire purchase contract that would be treated as a finance or capital lease on a basis consistent with the prior accounting treatment used by the Corporation;

(iii) any amounts payable or accruals in relation to capital expenditures;

(iv) any unpaid dividends or other distributions declared or approved;

(v) all obligations to purchase or redeem or otherwise acquire for value any share capital;

(vi) any financial, accounting, tax, legal and other advisory fees, costs and expenses incurred in connection with the preparation for, negotiation and implementation of the transactions contemplated under this Agreement together with any Taxes charged thereon;

(vii) the aggregate amount payable under all transaction related incentive, bonus or other arrangements to Employees or consultants in connection with the transactions contemplated by this Agreement;

(viii) any other transaction or other bonuses paid, payable or owed relating to the transactions contemplated by this Agreement;

(ix) all Taxes arising and remaining unpaid;

(x) any amounts payable to any of the directors; and

(xi) vacation pay in respect of Employees, including employer payroll-related Taxes; and any equivalent amounts payable to contractors,

provided that the CRA Balance Owing at Closing shall be deemed not to be Indebtedness for the purposes of this Agreement, except as provided for in Section 5.15(a)(ii).

(pp) "Independent Accountant" means a reputable, independent accounting firm as selected by the mutual agreement of the Buyer and the Sellers.

(qq) "Intellectual Property Rights" means any patents, trade marks, service marks, industrial designs, utility models, design patents, petty patents, copyright (including copyright in computer software), database rights, circuit topography rights, mask works, inventions, trade secrets, confidential information, know-how, business or trade names (including internet domain names and e-mail address names) and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, including the right to apply for, and all applications for, any of the foregoing rights and the right to sue for infringements of any of the foregoing rights;

(rr) "Interim Financial Statements" means the internally-prepared unaudited financial statements of the Corporation for the period ended May 31, 2021 consisting of a consolidated balance sheet, statement of income, statement of retained earnings, and

statement of cash flow including the notes to such financial statements, copies of which are attached as SCHEDULE E;

(ss) "Key Employees" shall have the meaning given to it in Section 8.2(j);

(tt) "Material Adverse Change" means any transaction, event, condition, change, circumstance or effect that results in or may reasonably be expected to result in a material adverse change to:

(i) the Business or the financial condition, trading position or Assets of the Corporation; or
(ii) the value of the Shares,

other than any matters disclosed in SCHEDULE B, changes in interest rates, exchange rates, commodity prices or other general economic conditions (except to the extent that such changes have an impact on the Corporation that is disproportionate to the effect on other companies operating in neurological health sector, or changes attributable solely to announcing the transactions contemplated in this Agreement;

(uu) "Material Contract" means any contract, arrangement or obligation to which the Corporation is a party and which:

(i) involves expenditure by the Corporation in excess of $5,000 per annum;
(ii) provides income to the Corporation in excess of $10,000 per annum;
(iii) is of a term in excess of 3 months; or
(iv) is outside the ordinary course of the Business;

(vv) "Milestone" means either Milestone 2 or Milestone 3;

(ww) "Milestone 2" means the achievement of Revenue of [REDACTED] and a positive EBITDA for a period of 12 months, during the Milestone 2 Period;

(xx) "Milestone 3" means the achievement of Revenue of [REDACTED] and a positive EBITDA for a period of 12 months, during the Milestone 3 Period;

(yy) "Milestone 2 Consideration" means the amount of the Milestone 2 Payment payable, if any, from the Buyer to the Sellers upon the achievement of Milestone 2 calculated in accordance with SCHEDULE C;

(zz) "Milestone 3 Consideration" means the amount of the Milestone 3 Payment, if any, payable by the Buyer to the Sellers upon the achievement of Milestone 3 calculated in accordance with SCHEDULE C;

(aaa) "Milestone Consideration" means both the Milestone 2 Consideration and the Milestone 3 Consideration;

(bbb) "Milestone Payment" means either the Milestone 2 Payment or the Milestone 2 Payment;

(ccc) "Milestone Period" means either the Milestone 2 Period or the Milestone 3 Period;

(ddd) "Milestone 2 Period" means 24 months from the Closing Date;

(eee) "Milestone 3 Period" means 24 months from the achievement of Milestone 2;

(fff) "Net Working Capital" means an amount equal to:

(a) the current assets of the Corporation (net of allowance for doubtful accounts), including without limitation the cash, if any, and accounts receivable of the Corporation, less

(b) the current liabilities of the Corporation, including without limitation accounts payable of the Corporation (and excluding any amounts included in Indebtedness of the Corporation).

Notwithstanding the above any accounts receivable in excess of 180 days will not be included in the calculation of Net Working Capital. Except as explicitly specified in this Agreement, the calculation of Net Working Capital shall be completed using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in preparation of the Financial Statements as if such accounts were being prepared as of a fiscal year end.

(ggg) "Operating Clinic" means the Corporation and Professional Corporation, jointly in the operation of the Business;

(hhh) "Patient Records" means all charts, records containing personal information and treatment history of patients, patient lists, documentation and other data of all patients of the Business, including all billing records and insurance records for each patient, regardless of how stored, whether hard copy, electronically, digitally, on demand, on computer related media, or otherwise

(iii) "Person" means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, limited liability Corporation, association, unincorporated organization, union, Governmental Authority or other entity or organization;

(jjj) "Privacy Laws" has the meaning given in paragraph 3.1(ss);

(kkk) "Purchase Price" has the meaning given in paragraph 2.2;

(lll) “Required Consents” has the meaning given in paragraph 5.4;

(mmm) "Revenue" means revenue generated by the Operating Clinic, as calculated in accordance with the Corporation's past practice;

(nnn) "Sellers' Fundamental Representations" means the representations and warranties made in Sections 3.1(a) (Corporate Matters), 3.1(b) (Authorized and Issued Capital), 3.1(d) (Licenses and Permits), 3.1(e) (Insolvency or Amalgamation), 3.1(g) (Title to Shares), 3.1(h) (Competing Rights to Shares), 3.1(i) (Capacity of Sellers), 3.1(o) (Professional Misconduct), 3.1(p) (Regulated Professionals), 3.1(r) (Indebtedness to Sellers), 3.1(x) (Non-Contravention), 3.1(hhh) (Canadian Residence), 3.1(iii) (Taxable Canadian Property), and 3.1(jjj) (Family Law Act);

Redacted due to confidentiality and/or commercial sensitivity.

(ppp) "Shares" means the 100 Class A Common shares without par value and 100 Class B Common shares without par value in the capital of the Corporation;

(qqq) "Systems" means the computer, telecommunications and networking hardware and software and other information technology owned or used by the Corporation;

(rrr) Target Net Working Capital" means an amount equal [Redacted due to confidentiality and/or commercial sensitivity.]

(sss) "Tax Act" means the Income Tax Act, R.S.C. 1985, c.1 (5th supp.), as amended from time to time;

(ttt) "Taxes" means all taxes, surtaxes, duties, levies, imposts, fees, assessments, withholdings, dues and other charges of any nature, including interest and penalties associated therewith, imposed or collected by any Governmental Authority, whether disputed or not, including Canadian federal, provincial, territorial, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, goods and services, harmonized sales, value added, sales, use, consumption, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings, dues and other charges of any nature and Canada and Quebec pension plan contributions, employment insurance premiums and all other taxes and similar governmental charges of any kind for which the Corporation may have any liability imposed by any Governmental Authority;

(uuu) "Tax Representations" means the representations and warranties of the Sellers set out in paragraphs 3.1(zz) to 3.1(hhh); and

(vvv) "VWAP" means the volume weighted average trading price.

1.2 Interpretation. In this Agreement, except as otherwise expressly provided:

(a) the headings to the parts, sections, paragraphs, and schedules of this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement;

(b) any reference to a part, section, paragraph or schedule is to the relevant part, section, paragraph or schedule of this Agreement;

(d) any reference to a statute includes and is a reference to such statute, and to the regulations made pursuant to it, as amended and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations.

1.3 Schedules. The following are the Schedules attached to and incorporated into this Agreement by reference and each of them forms part of this Agreement:

SCHEDULE A - SELLERS/SHARES
SCHEDULE B - DISCLOSURES
SCHEDULE C - MILESTONE PAYMENTS
SCHEDULE D - FINANCIAL STATEMENTS
SCHEDULE E - INTERIM FINANCIAL STATEMENTS
SCHEDULE F - NON-COMPETITION AGREEMENTS

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SCHEDULE G - FORM OF RELEASE

PART 2

SALE AND PURCHASE

2.1 Agreement to Sell and Purchase. Each Seller agrees to sell free and clear of all Encumbrances, and the Buyer agrees to purchase, the Shares set out opposite that Seller's name in SCHEDULE A on the terms and conditions contained in this Agreement.

2.2 Purchase Price. Subject to adjustment in accordance with Section 2.6; the aggregate purchase price (the "Purchase Price") payable by the Buyer to the Sellers for the Shares will be equal to:

(a) the Closing Payment; plus
(b) the Milestone Consideration (if any).

2.3 Payments on Closing. The Buyer shall, on the Closing Date, pay or cause to be paid, to the Sellers:

(a) an aggregate amount in cash by wire transfer of immediately available funds equal to (the "Cash Payment"):

(i) the Cash Amount, minus;
(ii) the CRA Holdback (which shall be paid in accordance with Section 5.15 hereof), if any, minus;
(iii) the Debt Adjustment, if any; and

(b) issue 206,228 Consideration Shares to the Sellers (the "Share Payment" and together with the Cash Payment, the "Closing Payment")

In the event the Cash Payment is a negative amount, the Buyer shall reduce the number of Consideration Shares to be issued to the Seller, under the Share Payment by the number equal to the quotient of: the Cash Payment divided by the ten (10) trading day VWAP of the Consideration Share on the Exchange in the ten (10) trading days immediately prior to the Effective Date of this Agreement.

2.4 Allocation of Initial Payment. The Closing Payment shall be distributed in accordance with the flow of funds memorandum to be prepared by the Sellers and executed by each of the Buyer and Sellers (the "Flow of Funds Memorandum").

2.5 Delivery of Closing Date Financial Statement. Within 90 days after the Closing Date, the Sellers will provide the Buyer with the balance sheet of the Corporation and a statement prepared by the Sellers' accountant and prepared in accordance with the basis consistently used in the Financial Statements together with work papers, accounting books and records and supporting schedules reasonably necessary to support the calculations made therein (the "Closing Date Financial Statement"), that sets out the Net Working Capital at 11:59 pm on the day before the Closing Date (the "Closing Net Working Capital").

2.6 Post Closing Purchase Price Adjustment Period of Review. Subject to Sections 2.6(b), 2.6(c), 2.6(d), and 2.6(e), within 30 days after delivery by the Sellers to the Buyer of the Closing Date Financial Statement:

(i) if the Closing Net Working Capital as determined pursuant to the Closing Date Financial Statement is:

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A. less than the Target Net Working Capital ("Working Capital Shortfall"), then the Sellers shall pay the amount of such difference to the Buyer by wire transfer of immediately available funds; or

B. greater than the Target Net Working Capital ("Working Capital Surplus"), then the Buyer shall pay the amount of such difference to the Sellers with respect to the pro rata share of each, by wire transfer of immediately available funds.

(b) Delivery of Objection Notice. The Buyer may dispute the Sellers' calculation of the Closing Net Working Capital contained in the Closing Date Financial Statement by notifying the Seller in writing of each disputed item underlying such calculation (for purposes of this Section 2.6(b), an "Objection Notice"), specifying each specific item and the aggregate amount in dispute and setting forth, in reasonable detail, the basis for such dispute, no later than 30 days after the delivery of the Closing Date Financial Statement. To the extent that the Buyer does not dispute any amount reflected on the Closing Date Financial Statement, the Closing Date Financial Statement will be final and binding on the parties.

(c) Resolution of Disputes. The Sellers and the Buyer shall attempt to resolve all of the items in dispute set out in any Objection Notice within 30 days of delivery of such Objection Notice. Any items in dispute not resolved within such 30-day period shall be referred as soon as possible thereafter by the Sellers and the Buyer to the Independent Accountant. The Independent Accountant shall act as expert and not as arbitrator and shall be required to determine the items in dispute that have been referred to it as soon as reasonably practicable but in any event not later than 30 days after the date of referral of the dispute to it. In making its determination, the Independent Accountant will only consider the issues in dispute placed before it. The Sellers and the Buyer shall provide or make available all documents and information as are reasonably required by the Independent Accountant to make its determination. The determination of the Independent Accountant shall be final and binding on the parties and the Closing Date Financial Statement shall be (or not be) adjusted in accordance with such determination.

(d) Accounting Expenses. If any items in dispute are not resolved within the 30-day period and the matter is referred to an Independent Accountant in accordance with Section 2.6(c), then the fees and expenses of the Independent Accountant in acting in accordance with this Section 2.6(d) shall be borne equally by the Sellers on one hand and the Buyer on the other hand. However, the Sellers and the Buyer will each bear their own respective costs in presenting their respective cases to the Independent Accountants.

(e) Adjustment

(i) Within five days after (i) resolution, by agreement of the parties, of the dispute which was the subject of the Objection Notice or (ii) failing such resolution, the final determination of the Independent Accountant of such dispute, if there is a Working Capital Shortfall, then the Sellers shall each pay their respective pro rata portion of the amount of the Working Capital Shortfall to the Buyer, by wire transfer of immediately available funds.

(ii) Within five days after (i) resolution, by agreement of the parties, of the dispute which was the subject of the Objection Notice or (ii) failing such resolution, the final determination of the Independent Accountant of such dispute, if there is a Working Capital Surplus, then the Buyer shall pay to the Sellers, with respect to the pro rata share of each, the Working Capital Surplus, by wire transfer of immediately available funds.

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(f) Purchase Price Adjustment. The amount of the Working Capital Shortfall, if any, shall constitute a reduction of the Purchase Price. The amount of the Working Capital Surplus, if any, shall constitute an increase to the Purchase Price.

(g) No Limitations. For greater certainty any adjustment made pursuant to Section 2.6(e) shall not be subject to any limitations set forth in Section 7.3.

2.7 Net Adjustment. Notwithstanding any other provision of this Agreement, if the net reduction of or increase to the Purchase Price on account of the Working Capital Shortfall or the Working Capital Surplus, each as the case may be (the “Net Adjustment”) is less than or equal to [redacted] then the Buyer and the Sellers agree to waive such Net Adjustment in its entirety, such that there shall be no reduction of or increase to the Purchase Price on account of such Net Adjustment.

2.8 Milestone Consideration.

(a) Milestone 2. To the extent the Milestone 2 Consideration is payable, then upon the achievement of Milestone 2 and after the determination of the applicable EBITDA and Revenue in accordance with Schedule C, the Buyer will allot and issue, to the Sellers, the number of Consideration Shares equal to the value of the Milestone 2 Consideration, in accordance with Schedule C. The aggregate number of Consideration Shares to be issued pursuant to this Section 2.8(a) will be calculated by dividing the Milestone 2 Consideration by the higher of: (a) the ten (10) trading day VWAP of the Consideration Shares on the Exchange in the ten (10) trading days immediately prior to the achievement of Milestone 2, and (b) the maximum discount under the policies of the Exchange applicable to the closing price of the Consideration Shares on the Exchange on the trading day immediately prior to the achievement of Milestone 2; and

(b) Milestone 3. To the extent the Milestone 3 Consideration is payable, then promptly upon the achievement of Milestone 3 and after the determination of the applicable EBITDA and Revenue in accordance with Schedule C, the Buyer will allot and issue, to the Sellers, the number of Consideration Shares equal to the value of the Milestone 3 Consideration, in accordance with Schedule C. The aggregate number of Consideration Shares to be issued pursuant to this Section 2.8(b) will be calculated by dividing the Milestone 3 Consideration by the higher of: (a) the ten (10) trading day VWAP of the Consideration Shares on the Exchange in the ten (10) trading days immediately prior to the achievement of Milestone 3, and (b) the maximum discount under the policies of the Exchange applicable to the closing price of the Consideration Shares on the Exchange on the trading day immediately prior to the achievement of Milestone 3.

(c) Notwithstanding the above, if the Buyer terminates the Employment Agreement without cause prior to the end of a Milestone Period, then the full amount of the applicable Milestone Payment shall be payable to the Sellers. For greater clarity, if the Buyer terminates the agreement after the passing of the Milestone 2 Period but before the end of Milestone 3 Period, only the full amount of the Milestone 3 Payment will be payable, regardless of whether Milestone 2 was achieved, was not achieved or was only proportionally achieved.

2.9 Allocation of Purchase Price. The Purchase Price shall be allocated between the Sellers in the proportions set out in SCHEDULE A.

PART 3
SELLERS' REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. In order to induce the Buyer to enter into and consummate this Agreement, the Sellers jointly and severally represent and warrant to the Buyer that the following

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statements set out in this Part 3 are true, accurate and not misleading (provided that, if a representation and warranty is being given in respect of the Sellers, (i) such representations and warranties shall not be given jointly and severally, and (ii) instead each Seller shall give and hereby does give each such representation and warranty in respect of and on behalf of itself only).

(a) Corporate Matters. The Corporation is a Corporation duly incorporated and, with respect to the filing of corporate returns, is in good standing under the laws of the Province of Ontario. Neither the nature of the Business nor the location or character of the Assets of the Corporation requires that the Corporation be registered or otherwise qualified or be in good standing in any other jurisdiction.

(b) Authorized and Issued Capital. The authorized share capital of the Corporation is an unlimited number of Class A Common Shares of which 100 Class A Common shares are issued and outstanding and an unlimited number of Class B Common shares of which 100 Class B Common shares are issued and outstanding.

(c) Capacity to Carry on Business. The Corporation has all necessary corporate powers and qualifications to own its Assets and to carry on the Business in all jurisdictions in which it carries on the Business.

(d) Licences and Permits. The Corporation holds all authorizations, licences and permits from any Person, Governmental Authority or other body which are necessary or desirable for carrying on the Business and for owning, leasing, using or operating its Assets. Each such authorization, licence and permit is listed in Section 3.1(d) of the Disclosure Schedule and is in full force and effect. The Corporation is not in breach of or in default under any of the terms or conditions of any such authorization, licence or permit and no party is or will be entitled to terminate or revoke any such authorization, licence or permit as a result of the transactions contemplated by this Agreement.

(e) Insolvency or Amalgamation. No proceedings have been taken or authorized by any Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Corporation or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to the Corporation.

(f) Securities Legislation. The Corporation is not a "reporting issuer" within the meaning of applicable Canadian securities legislation.

(g) Title to Shares. Each Seller is the legal and beneficial owner of the Shares set out opposite their names in SCHEDULE A free of all Encumbrances. The Shares have been validly issued, are fully paid and represent all the issued and outstanding shares of every class of the Corporation.

(h) Competing Rights to Shares. Except as provided in this Agreement, there are no agreements or arrangements in force which provide for the present or future issue, allotment, transfer, redemption, repayment or conversion of any shares in the capital of the Corporation or any other securities of the Corporation including, without limitation, any option or right of pre-emption or conversion.

(i) Capacity of Sellers. Each Seller has the right and authority to enter into this Agreement on the terms and conditions set out in it and to transfer the legal and beneficial title and ownership of the Shares to the Buyer. This Agreement constitutes a valid and binding obligation of each of the Sellers.

(j) Financial Statements. The Financial Statements have been prepared on a notice-to-reader basis, in accordance with generally accepted accounting principles applied on a

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basis consistent with that of prior fiscal years. The Financial Statements give a true and fair view of the assets, liabilities and financial position of the Corporation, as at the Balance Sheet Date and the results of its operations and the changes in its financial position for the fiscal year then ending.

(k) Interim Financial Statements. The Interim Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of prior fiscal years, and applied on a basis consistent with that of the Financial Statements. The Interim Financial Statements give a true and fair view of the assets, liabilities and financial position of the Corporation, as at Date and the results of its operations and the changes in its financial position for the period to which they relate.

(l) Provisions and Reserves. The Financial Statements make adequate provision or reserve for all reasonably anticipated liabilities, losses, costs and expenses of the Corporation (including, without limitation, Taxes) in respect of the period covered by the Financial Statements.

(m) Liabilities. Except as provided for in Section 3.1(m) of the Disclosure Schedule, the Corporation does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise). Any liabilities or obligations incurred in the ordinary course of the Business since the Balance Sheet Date have not, and will not, result in a Material Adverse Change.

(n) Litigation. There is no action, suit, investigation, claim or proceeding in progress or pending or, to the knowledge of the Sellers, threatened against or relating to the Corporation or affecting its Assets or the Business. So far as the Sellers are aware, there are no facts, matters or circumstances which could give rise to any such action, suit, investigation, claim or proceeding. There is no judgement, decree, injunction, rule or order of any court or Governmental Authority outstanding against the Corporation or any of its Assets.

(o) Professional Misconduct. Neither of the Sellers has been found guilty of professional misconduct by a governing body or other Governmental Authority and there are no charges, allegations or, to the knowledge of the Sellers, investigations of professional misconduct underway, threatened or pending against any of the Sellers or any of the employees of the Corporation. None of the Corporation or the Sellers (i) has been excluded from participating in any public or private payer program of reimbursement for their services; (ii) except for immaterial amounts refunded in the ordinary course of business, has billed or invoiced any Person or received any payment contrary to or in excess of the amounts allowed by Applicable Law, or billed or invoiced any public or private payor program or received any payment contrary to or in excess of what is allowed by Applicable Law, contract, agreement or arrangement with such a payor; (iii) except for immaterial amounts refunded in the ordinary course of business, billed or received payment from any Person for any services or procedures that were not in fact performed; or (iv) billed or received payment from any Person for any medical or other health services or procedures in contravention of any Applicable Law.

(p) Regulated Professionals. Each of the Corporation's employees and contractors that practices a profession regulated by a Governmental Authority (each a "Regulated Professional") is:

(i) Licensed and duly registered or authorized with the governing body and all Governmental Authorities to practice their respective professional specialties in the Province of Ontario;

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(ii) maintains professional errors and omissions insurance with respect to the provision of professional services as required by applicable Law; and
(iii) all licences in connection therewith are valid and in good standing

(q) Guarantees. The Corporation has no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other Person.

(r) Indebtedness to Sellers. Except as provided for in Section 3.1(r) of the Disclosure Schedule and for the payment of salaries and reimbursement for out-of-pocket expenses in the ordinary course of the Business, the Corporation is not indebted to any Seller or any director, officer or employee of the Corporation or any Affiliate or Associate of any of them.

(s) Material Adverse Change. Since the Balance Sheet Date there has been no Material Adverse Change.

(t) No Unusual Transactions. Since the Balance Sheet Date the Business has been carried on in the ordinary course and the Corporation has not:

(i) sold, assigned or otherwise disposed of any Assets of the Corporation shown or reflected in the Financial Statements except in the ordinary course of the Business;
(ii) waived or surrendered any right of material value;
(iii) entered into any Material Contract;
(iv) incurred, discharged, satisfied or paid any liability or indebtedness other than current liabilities in the ordinary course of the Business;
(v) created, assumed or granted any Encumbrance over any of the Corporation's Assets;
(vi) made or authorized any capital expenditures exceeding in the aggregate $10,000;
(vii) made, declared or authorized any dividend or any other distribution in respect of its shares;
(viii) issued, purchased, sold, redeemed, subdivided or consolidated any shares in its capital or issued any warrants, bonds, debentures or other securities;
(ix) amended or changed or taken any action to amend or change its articles and by-laws;
(x) increased the compensation payable to, or paid any pension, bonus, share of profits or other similar benefit to, any director, employee or officer or former director, employee or officer of the Corporation;
(xi) made any gift of any money or any Assets to any Person;
(xii) made payments of any kind to or on behalf of any of the Sellers or any Affiliate or Associate of any of them; or
(xiii) authorized or agreed or otherwise have become committed to do anything referred to in this paragraph (t).

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(u) Accounts Receivable. All accounts receivable held by the Corporation shown in the Financial Statements or arising after the Balance Sheet Date are listed in Section 3.1(u) of the Disclosure Schedule and are bona fide, good and collectible without set-off or counterclaim. The reserve taken for doubtful or bad debts in the Financial Statements is adequate based on the past experience of the Corporation.

(v) Accounts Payable. All accounts payable held by the Corporation shown in the Financial Statements or arising after the Balance Sheet Date are listed in Section 3.1(v) of the Disclosure Schedule.

(w) Books and Records. All material transactions of the Corporation have been accurately recorded in the books and records, including accounting records, of the Corporation. The minute books of the Corporation contain all records of the meetings and proceedings of shareholders and directors. The books and records, including accounting records, of the Corporation are up to date and fully and fairly present the financial position and the affairs of the Corporation. The Corporation has kept all records required to be kept by the Corporations Act, R.S.O. 1990, c.C.38 and any other applicable legislation and all such records are accurate and up to date.

(x) Non-Contravention. The performance of this Agreement will not:

(i) subject to obtaining the Required Consents as set out in Section 3.1(x)(i) of the Disclosure Schedule, conflict with, or result in the breach of, or constitute a default under, any agreement, arrangement or instrument to which the Corporation is party or the articles and by-laws of the Corporation or any Encumbrance, lease, contract, order, judgment, regulation or other restriction or obligation of any kind by which the Corporation or any Assets of the Corporation is bound;

(ii) result in the creation, imposition or enforcement of any Encumbrance on or over any of the Shares;

(iii) contravene or conflict with any laws or regulations binding upon or applicable to the Corporation, the Business or the Shares;

(iv) relieve any Person from any obligation to the Corporation (whether contractual or otherwise) or enable any Person to terminate any such obligation or any right or benefit enjoyed by the Corporation or to exercise any right in respect of the Corporation; or

(v) result in the creation, imposition or enforcement of any Encumbrance on or over any of the Assets or undertaking of the Corporation or result in any present or future indebtedness of the Corporation becoming due and payable prior to its stated maturity.

(y) Governmental Authorization. Except as expressly referred to in this Agreement, the execution, delivery and performance of this Agreement by the Sellers requires no action by, consent or approval of, or filing with, any Governmental Authority.

(z) Advisory Fees. There is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of the Corporation or any Seller who might be entitled to any fee, commission or reimbursement from the Corporation or the Buyer.

(aa) Material Contracts. The Corporation is not party to any Material Contract other than the contracts, arrangements and commitments listed in Section 3.1(aa) of the Disclosure

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Schedule and the leases and licences listed in Section 3.1(d) and Section 3.1(gg) of the Disclosure Schedule, a true and complete copy of each of which has been previously supplied to the Buyer. Each Material Contract is valid and subsisting, in full force and effect and unamended.

(bb) Insider Contracts. Other than in respect of employment and/or services agreement for market terms, the Corporation is not currently, nor has it been at any time during the three years prior to the date of this Agreement, party to any contract, arrangement or commitment with any Seller or any Affiliate or Associate of any Seller.

(cc) Default. Neither the Corporation nor, to the Sellers' knowledge, any other Person who is party to a Material Contract is, or will with the lapse of time become, in default under any Material Contract. The Sellers are not aware of any intention on the part of any Person who is party to a Material Contract to breach, terminate, alter or amend that Material Contract.

(dd) Assets. The Corporation is the legal and beneficial owner of all Assets included in the Financial Statements or acquired by the Corporation since the Balance Sheet Date (except for any current assets sold or realised in the ordinary and normal course of the Business since the Balance Sheet Date). Except as provided in Section 3.1(dd) of the Disclosure Schedule, all such Assets are held free of any Encumbrance.

(ee) Assets Sufficient for the Business. The Assets owned, leased or licensed by the Business together with the services and facilities to which it has a contractual right comprise all the Assets, services and facilities necessary or desirable for the carrying on of the Business as it is currently carried on. None of the Corporation's Assets are in the possession of or under the control of any other Person including, without limitation, any of the Sellers.

(ff) Leased Assets. Section 3.1(ff) of the Disclosure Schedule sets out details of all personal property in respect of which the Corporation is lessee or licensee and describes the leases, licences, agreements or other documentation relating to them. All such leases, licences, agreements and documentation are valid and subsisting, all rental and other payments required to be paid by the Corporation pursuant to them have been duly paid and the Corporation is not otherwise in default in meeting its obligations under them.

(gg) Real Property. Section 3.1(gg) of the Disclosure Schedule contains details of all real property in respect of which the Corporation holds an interest, whether freehold, leasehold or otherwise, together with details of the Corporation's interest. Each of such properties and any buildings and structures on them are in good and substantial repair and are fit for the purposes for which they are presently used. The Corporation holds all rights necessary for the continued possession, enjoyment and use of such properties for its present purpose without any restriction.

(hh) Facilities and Equipment. All facilities, equipment, vehicles and other equipment owned or used by the Corporation are listed in Section 3.1(hh) of the Disclosure Schedule and are:

(i) in a good state of repair and condition and in satisfactory working order and have been regularly and properly maintained, excepting reasonable wear and tear given the age and use thereof;

(ii) capable of doing the work for which they were designed or purchased and are not surplus to requirements; and

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(iii) are not dangerous or obsolete and are not expected to require replacement or renewal at a cost in excess of $5,000 within twelve months from the date of this Agreement.

(ii) Working Capital. The amount of working capital of the Corporation is consistent with amounts held in accordance with its past practices and is sufficient for the purposes of operating the Business in its present form and at its present level of activity and for the purpose of fulfilling, in accordance with their respective terms, all purchase orders, projects and contractual obligations which have been placed with or undertaken by the Corporation.

(jj) Interests in other Businesses. The Corporation does not own any shares in or other securities of, or have any interest in the Assets or business of, any other Person.

(kk) Intellectual Property Rights. Section 3.1(kk) of the Disclosure Schedule lists all of the Intellectual Property Rights owned by the Corporation or used in the course of the Business. All of such Intellectual Property Rights are either legally and beneficially owned by the Corporation or are licensed to the Corporation under valid and binding licence agreements and, in each case, are free from any Encumbrance. There are no Intellectual Property Rights other than those listed in Section 3.1(kk) of the Disclosure Schedule that are used in, or are necessary for, the conduct of the Business.

(ll) Non-infringement by Corporation. The conduct of the Business does not infringe the Intellectual Property Rights of any Person and is in accordance with all agreements pursuant to which the Corporation has the right to use or license any third party Intellectual Property Rights. No person has instituted or threatened any proceeding or action against the Corporation alleging any infringement by the Corporation of any Intellectual Property Rights of any Person.

(mm) Non-infringement by Third Party. The Sellers are not aware of any challenge, infringement or other violation of any of the Corporation's Intellectual Property Rights by any third party.

(nn) Intellectual Property Protection. The Corporation has used its Intellectual Property Rights in such a manner as to preserve it rights in them, including the use of proper notices indicating ownership of the Intellectual Property Rights to the extent necessary for the protection of its rights and the prevention of any disclosure to the public of any confidential information relating to its Intellectual Property Rights. All registrations and filings necessary to preserve the rights of the Corporation in and to any Intellectual Property Rights have been made.

(oo) Employee Covenants. Each employee of the Corporation has entered into a valid and subsisting contract that obliges the employee to maintain the confidential information of the Corporation.

(pp) Systems. Section 3.1(pp) of the Disclosure Schedule contains details of the Systems and all documentation relating to the Systems. The Corporation is entitled as owner, lessee or licensee to use each part of the Systems for all purposes necessary to carry on the Business and the Business is not dependent on any information technology (including, without limitation, data storage and processing) facilities which are not under the exclusive ownership or control of the Corporation. The Systems:

(i) are free from any defect and have been and are being properly and regularly maintained; and

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(ii) have the capacity and performance necessary to fulfil the present and foreseeable future requirements of the Corporation.

(qq) Insurance. Particulars of all insurance policies maintained by the Corporation are listed in Section 3.1(qq) of the Disclosure Schedule. The Corporation maintains insurance policies in force against loss on such Assets, against such risks, in such amounts and to such limits as is in accordance with prudent business practices for a Corporation such as the Corporation and having regard to the location, age and character of its Assets. The Corporation has fully complied with all requirements of such insurance, including the payment of all premiums and the prompt giving of notice of any claim.

(rr) No Breach of Laws. The Corporation is not, and has not at any time been, in breach of any laws (including, without limitation, Environmental Laws and Privacy Laws), ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it.

(ss) Privacy Laws. The Corporation, its employees, contractors and agents are in full compliance with all applicable federal and provincial privacy legislation including, without limitation, the Personal Information Protection and Electronic Documents Act, S.C. 2000, c.5 and Personal Health Information Protection Act, S.O. 2004, c.3 ("Privacy Laws"), and with the Corporation's privacy policy, a copy of which is attached as Section 3.1(ss) of the Disclosure Schedule. All personal information, including Patient Records, held by the Corporation, which is protected under applicable Privacy Laws has been (a) collected, used or disclosed with the consent of each individual to which such personal information relates (if such consent was required), (b) used only for the purposes for which the personal information was collected or for a subsequent purpose for which consent was subsequently obtained, or (c) collected, used or disclosed for a purpose in respect of which consent may, under applicable Privacy Laws, be implied.

(tt) Employees. Section 3.1(tt) of the Disclosure Schedule contains a complete and up-to-date list of all employees engaged in the Business specifying the length of hire, the job title or classification, level of remuneration and other benefits and the applicable terms and conditions of employment for each such employee. Section 3.1(tt) of the Disclosure Schedule lists all employees of the Corporation who:

(i) are on secondment, maternity leave or other extended leave of absence;

(ii) are employed under a contract of employment that is not terminable by the Corporation on three months' notice or less;

(iii) have given notice to the Corporation to terminate their contract of employment or who will be entitled, by reason of the transactions contemplated by this Agreement, to any one-off payment, bonus or commission or to terminate their employment other than on normal contractual terms; or

(iv) are in receipt of any workers' compensation benefits on account of their employment by the Corporation.

(uu) Outstanding Offers. No outstanding offer of employment has been made by the Corporation to any person, nor has any person accepted an offer of employment made by the Corporation but who has not yet commenced employment.

(vv) Workers' Compensation. There are no complaints, appeals, claims or charges pending or outstanding or, so far as the Sellers are aware, anticipated, nor are there any orders, decisions, directions, or convictions currently registered or outstanding by any tribunal or agency against, or in respect of, the Corporation under or in respect of any applicable laws

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or regulations relating to employment, employment practices, workers' compensation or the protection of the health and safety of employees.

(ww) Union Contracts. The Corporation has not entered into any collective agreement with any labour union or employee association or made any commitments to or conducted any negotiations with any labour union or employee association with respect to any future collective agreement. The Sellers are not aware of any current attempts to organize, establish or certify any labour union or employee association with respect to any employees of the Corporation, nor is any such union or association presently certified with regard to a bargaining unit. The Corporation has not experienced any work stoppages or strikes (legal or otherwise) in the past years. The Sellers are not aware of any current attempts to organize, establish or certify any contractor with which the Corporation has a contract for the provision of personnel or services. The Sellers are not aware of any litigation or threatened litigation alleging that the Corporation is a single or common employer with other entities or the true employer of the employees of another entity.

(xx) Employee Benefit Plans. Section 3.1(xx) of the Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans. In relation to each Employee Benefit Plan:

(i) a true and complete copy of the Employee Benefit Plan (including any trust agreement, statement of investment policies and procedures, insurance contract, employee brochure or the like prepared in connection with the Employee Benefit Plan) and any actuarial valuation for the past years, has been provided or made available to the Buyer;

(ii) the Corporation has registered, administered and maintained the Employee Benefit Plan in substantial compliance with its terms and with the requirements prescribed by all laws, statutes, rules, directives and regulations that are applicable to such Employee Benefit Plan ("Applicable Employee Benefit Laws");

(iii) all contributions to, and payments from such Employee Benefit Plan, which may have been required to be made in accordance with the terms of such Employee Benefit Plan and Applicable Employee Benefit Laws have been duly made in a timely manner and in accordance with the terms of the Employee Benefit Plan and Applicable Employee Benefit Laws;

(iv) no Assets (including any surplus) have ever been paid out of an Employee Benefit Plan except to a participant (or the beneficiary of a participant) in such Employee Benefit Plan in accordance with its terms and Applicable Employee Benefit Laws;

(v) all reports, returns and similar documents (including applications for registration and approval of contributions) with respect to any Employee Benefit Plan required to be filed with any Governmental Authority or distributed to any Employee Benefit Plan participant have been duly filed on a timely basis or distributed, as the case may be;

(vi) so far as the Sellers are aware, there are no pending investigations by any Governmental Authority involving or relating to any Employee Benefit Plan, no pending or threatened claims (except for claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings relating to any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan which could give rise to a liability nor are there any facts that could give rise to any liability in the event of any such investigation, claim, suit or proceeding;

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(vii) no notice in writing has been received by the Corporation of any complaints or other proceedings of any kind involving the Corporation or any of the employees of the Corporation before any pension board or committee relating to any Employee Benefit Plan or to the Corporation; and

(viii) the consummation of the transactions contemplated by this Agreement will not constitute an event under any Employee Benefit Plan or individual agreement with a present or former employee that will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee.

(yy) Environmental. The Corporation has not violated any Environmental Laws and for greater certainty, without limitation:

(i) the Corporation has operated the Business, and managed any property, facilities or Assets (whether currently or previously owned, leased, occupied, controlled or licensed) of the Corporation, in compliance with all applicable Environmental Laws and no condition exists or action, inaction, activity, circumstance, condition, event or incident has occurred which, with or without notice or the passage of time or both, would constitute a violation of, or give rise to liability under, any applicable Environmental Laws;

(ii) the Corporation has obtained all permits, licences and authorizations required under Environmental Laws for the operation of the Business, or any part thereof, all of which are described in Section 3.1(yy)(ii) of the Disclosure Schedule. Each such permit, licence and authorization is valid, subsisting and in good standing and the Corporation is not in default or breach of any of them and no proceeding is pending or threatened to revoke, amend or limit any such permit, licence or authorization. The Corporation is not actively seeking to amend any of the permits, licences or authorizations in any respect where the failure to obtain the amendment would have a materially adverse effect on the portion of the Business to which the permit, licence or authorization relates. Subject to Required Consents, none of the permits, licences and authorizations will become void or be in default as a result of this Agreement or the completion of the transactions contemplated in this Agreement;

(iii) neither the Corporation, nor any of the Sellers, has received any notice of, nor been prosecuted for, an offence alleging violation of or non-compliance with any Environmental Laws, and neither the Corporation, nor any of the Sellers, has settled any allegation of violation or non-compliance short of prosecution. Neither the Corporation, nor any of the Sellers, is aware of any order of any Government Authority relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Business or any property, facilities or Assets (whether currently or previously owned, leased, occupied, controlled or licensed) of the Corporation;

(iv) neither the Corporation, nor any of the Sellers, have received any notice of, or are the subject of any federal, provincial, municipal or private action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation, claim or order involving a demand for damages or alleging other potential liability with respect to violations of Environmental Laws;

(v) the Corporation has not used or permitted to be used any of its Assets or facilities, whether owned, leased, occupied, controlled or licensed or which it owned, leased, occupied, controlled or licensed at any prior time, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous

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Substance except in compliance with all applicable Environmental Laws. The Corporation has not used any property belonging to third parties to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle Hazardous Substance except in compliance with all applicable Environmental Laws;

(vi) no building, structure or improvement or other Assets located on the property of the Corporation, whether owned, leased, occupied, managed, controlled or licensed is or ever has been insulated with urea formaldehyde insulation, nor do any such buildings, structures, improvements or other Assets contain any aluminum wiring, asbestos or PCBs;

(vii) neither the Corporation nor any of the Sellers have received any notice of, or been prosecuted for an offence alleging violation of or non-compliance with any Environmental Laws, and neither the Corporation nor any of the Sellers has settled any allegation of violation or non-compliance short of prosecution. Neither the Corporation nor any of the Sellers is aware of any order of any Governmental Authority relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Business or any property, facilities or Assets (whether currently or previously owned, leased, occupied, controlled or licensed) of the Corporation;

(viii) except in compliance with Environmental Laws, the Corporation has not caused, allowed or permitted, or has any knowledge of, the release of any Hazardous Substance into the environment or the presence of any Hazardous Substance on, under, around or from any of its properties, facilities or other Assets (whether currently or previously owned, leased, occupied, controlled or licensed) or any such release or presence on or from a property, facility or other Asset owned, leased, occupied, managed, controlled or licensed by third parties but with respect to which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances used in whole or in part by the Corporation or resulting from the Business have been treated, stored and disposed of in compliance with all Environmental Laws;

(ix) the Corporation has not received any notice from any Governmental Authority or any other Person that the Business or the operation of any of the Corporation's property, facilities or other Assets (whether currently or previously owned, leased, occupied, managed, controlled or licensed) is or was in violation of any Environmental Law or that it is responsible (or potentially responsible) for the clean-up of any Hazardous Substances at, on or beneath any of its property, facilities or other Assets (whether currently or previously owned, leased, occupied, managed, controlled or licensed) or at, on or beneath any other land or in connection with any waste or contamination migrating to or from any of the Corporation's property, facilities or other Assets (whether currently or previously owned, leased, occupied, managed, controlled or licensed);

(x) the Corporation is not the subject of federal, provincial, municipal or private action, suit, litigation, arbitration proceeding, governmental proceeding, investigation or claim involving a demand for damages or other potential liability with respect to violations of Environmental Laws;

(xi) the Corporation has not buried, dumped, disposed of, spilled or released any Hazardous Substance on, beneath or adjacent to any of the Corporation's property or facilities (whether currently or previously owned, leased, occupied, managed, controlled or licensed), or any other property;

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(xii) no by-products of any manufacturing process employed in the operation of the Business which may be Hazardous Substances are currently stored or otherwise located on any of the property or facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed) of the Corporation in a manner prohibited by any Environmental Laws;

(xiii) the Corporation has, in a timely manner, filed all reports required to be filed with respect to all of the property, facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed) of the Corporation and has generated and maintained all required data, documentation and records under all applicable Environmental Laws;

(xiv) there are no underground storage tanks on or beneath any of the Corporation's property, or facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed);

(xv) no Hazardous Substances are migrating to or from any of the Corporation's property, facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed);

(xvi) all of the real property which the Corporation and its predecessors have owned, leased, occupied, managed controlled or licensed at any time is listed in Section 3.1(gg) of the Disclosure Schedule;

(xvii) all contingency plans relating to matters which might adversely affect the environment or health and safety are complete and available as required under applicable Environmental Laws; and

(xviii) the Sellers have provided or made available to the Buyer true and complete copies of all environmental audits, evaluations, assessments, remediation reports, closure reports, studies or tests relating to the Corporation and its Business and Assets (whether currently or previously owned, leased, occupied, managed, controlled or licensed).

(zz) Tax Filings and Payments. The Corporation has:

(i) duly filed in a timely and accurate manner all returns, reports, forms or other information required to be filed with respect to any Taxes;

(ii) paid all Taxes for all previous years and all required quarterly instalments due for the current fiscal year; and

(iii) provided adequate reserves for all Taxes for the periods covered by, and such reserves are reflected in, the Financial Statements;

(aaa) Tax Arrangements and Liabilities. There is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any Taxes by the Corporation, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, threatened or pending against or relating to the Corporation or its Assets or the Business in respect of, or discussions underway with any Governmental Authority relating to, any such Taxes. There are no contingent Tax liabilities nor any grounds which could prompt a reassessment (including, without limitation, aggressive treatment of income, expenses, credits or other claims for deduction in any tax returns of the Corporation).

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(bbb) Additional Tax Matters. The Corporation has not:

(i) except as provided for in Section 3.1(bbb)(i) of the Disclosure Schedule, made any election under section 85 of the Tax Act with respect to the acquisition or disposition of any Assets;

(ii) except as provided for in Section 3.1(bbb)(ii) of the Disclosure Schedule, made any election under section 83 of the Tax Act with respect to the payment out of the capital dividend account of the Corporation;

(iii) acquired or had the use of any Assets from a person with whom it was not dealing at arm's length other than at fair market value;

(iv) except as provided for in Section 3.1(bbb)(iv) of the Disclosure Schedule, disposed of or acquired any Assets to or from a person with whom it was not dealing at arm's length for proceeds less than the fair market value;

(v) discontinued carrying on any business in respect of which non-capital losses were incurred, and any non-capital losses which the Corporation has are not losses from property or business investment losses; or

(vi) been subject to an acquisition of control to which the provisions of subsection 249(4) of the Income Tax Act has applied.

(ccc) Tax Elections. The Corporation has made all elections required to be made under Part III of the Tax Act in connection with any distributions by the Corporation and all such elections were true and correct and in the prescribed form and were made within the prescribed time periods.

(ddd) Canadian-Controlled Private Corporation. The Corporation is and has been since its incorporation, a "Canadian-controlled private corporation" within the meaning of that term under the Tax Act. The Corporation has not filed with the Minister of National Revenue any agreement or form under section 125(3) of the Tax Act for the current taxation year and the Corporation has never carried on business as a member of a partnership.

(eee) Statements Attached to Tax Returns. Any financial statements or related financial information filed with the income tax returns as filed by the Corporation for each of its taxation years reflect and disclose all transactions to which the Corporation was party as required by the Tax Act or other applicable revenue laws and all of the transactions to which the Corporation was or is a party are reflected or disclosed in such financial statements and schedules and the income tax returns and schedules have been duly and accurately completed as required by such laws.

(fff) Tax Accounts. Section 3.1(fff) of the Disclosure Schedule accurately sets out the status of the following tax accounts as of December 31, 2020:

(i) paid-up capital of each common share;

(ii) capital dividend account;

(iii) non-capital losses not yet deducted but still deductible by the Corporation in respect of tax years;

(iv) net capital losses not yet deducted but still deductible by the Corporation in respect of tax years;

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(v) original cost of depreciable assets for capital cost allowance purposes;
(vi) capital cost allowance taken on each class of asset to date;
(vii) undepreciated capital cost of each class of assets;
(viii) actual cost of capital properties;
(ix) cumulative eligible capital balance amounts;
(x) previously claimed deductions by the Corporation pursuant to section 20(1)(b) of the Income Tax Act;
(xi) refundable dividend tax on hand;
(xii) the adjusted cost base of any loans to the Corporation from shareholders;
(xiii) life insurance capital dividend account;
(xiv) investment tax credits; and
(xv) investment tax credit carry forward.

(ggg) GST/HST/Sales Tax. The Corporation has collected, remitted, self-assessed and paid all taxes as required by the Excise Tax Act, R.S.C. 1985, c.E-15 (Canada)I(the "GST/HST"). The Corporation has also collected, remitted, self-assessed and paid all taxes as required by the Retail Sales Tax Act (Ontario), Social Service Tax Act (BC), Provincial Sales Tax Act (BC), Quebec Sales Tax Act (Quebec), Provincial Sales Tax Act (Saskatchewan), Retail Sales Tax Act (Manitoba) and Revenue Tax Act (PEI). Additionally,:

(i) the Corporation is registered for GST/HST purposes under registration number
Redacted due to confidentiality and/or commercial sensitivity.

(ii) the Corporation does not have any deferred obligations or liabilities under Part IX of the Excise Tax Act;

(iii) the Corporation has not made a supply of property or service to a Person with whom the Corporation was not dealing at arm's length for proceeds less than the fair market value; and

(iv) the reporting period of the Corporation for purposes of GST/HST is quarterly and all GST/HST returns and reports of the Corporation required by law to be filed have been filed in a timely manner and are true, complete and correct in all respects.

(hhh) Canadian Residence. None of the Sellers are a "non-resident" of Canada within the meaning of section 116 of the Tax Act.

(iii) Taxable Canadian Property. None of the Shares will be "taxable Canadian property" within the meaning of subsection 248(1) of the Tax Act on the Closing Date.

(jjj) Family Law Act. The spouse of each Seller has not in any manner whatever contributed work, money or money's worth in respect of the acquisition, management, maintenance, operation or improvement of the Corporation nor has the spouse of any Seller assumed any responsibility within the meaning of the Family Law Act (Ontario) (the "Family Law Act"), which would or could potentially give him or her an interest in any or all of the Shares.

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No order has been given under the Family Law Act, which would or does affect the Shares or the title of any Seller thereto in any manner whatever nor is there any application threatened or pending under the Family Law Act or otherwise by the spouse of any Seller for an order which might affect the Shares or any Sellers' title thereto.

(kkk) Securities Law Matters.

(i) Purchase Entirely for Own Account. With respect to such Seller acquiring Consideration Shares, each of the Sellers (a) is a sophisticated investor with knowledge and experience in financial and business matters, (b) has consulted with its professional and legal advisors and is capable of evaluating the merits and risks of its investment in Consideration Shares, (c) will be able to bear the economic risk of his investment in the Consideration Shares, and (d) acknowledges that he or it has not received a prospectus or any other information from the Buyer and that it has relied entirely on the publicly available information and documents of the Buyer and on his own investigation in making the investment decision to receive the Consideration Shares as satisfaction of the Purchase Price.

(ii) Restricted Securities. The Sellers have been independently advised as to the restrictions with respect to trading in the Consideration Shares imposed by applicable securities legislation, confirm that no representation has been made to them by or on behalf of the Buyer with respect thereto, acknowledges that it is aware of the characteristics of the Consideration Shares, the risks relating to holding such Consideration Shares and of the fact that it may not be able to resell the Consideration Shares except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of Applicable Law, and it agrees that any certificates representing the Consideration Shares may bear a legend indicating that the resale of such securities is restricted.

(III) Full Disclosure. The information contained in the documents, certificates and written statements furnished to the Buyer by or on behalf of the Sellers relating to the Business and the financial affairs and prospects, Assets and liabilities of the Corporation was when given, and continues to be, true, accurate and complete and not misleading and, does not omit to state any material fact which, if disclosed, might reasonably be expected to affect the decision of the Buyer to purchase the Shares.

3.2 Disclosure Schedule. The disclosures and qualifications in SCHEDULE B shall be arranged in paragraphs and sub-paragraphs corresponding to the numbered and lettered paragraphs and sub-paragraphs in Section 3.1 and the disclosures in any paragraph or sub-paragraph of SCHEDULE B shall qualify other paragraphs and sub-paragraphs in paragraph 3.1 only to the extent that the disclosure expressly refers to such paragraphs and sub-paragraphs.

3.3 Representations at Closing. The representations and warranties of the Sellers in this Agreement shall continue to be true, accurate and not misleading up to and including the Closing Date as if each such representation and warranty were repeated at the Closing Date with reference to the facts and circumstances then existing.

3.4 Knowledge and Awareness. If any provision in this Part 3 is qualified by the expression "to the best of the knowledge of the Sellers" or "so far as the Sellers are aware" or any similar phrases, the knowledge and awareness of the Sellers shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision including, without limitation, enquiries of the directors, officers, employees, agents and advisers of the Corporation and, for these purposes, the knowledge, information or awareness of any one of the Sellers shall be attributable to all other Sellers.

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3.5 Reliance. The Sellers acknowledge that the Buyer has entered into this Agreement relying on the representations and warranties of the Sellers under this Agreement and the rights and remedies of the Buyer with respect to any breach of such representations and warranties shall not be affected by:

(a) any investigation or independent searches that have been or may be undertaken by or on behalf of the Buyer; or
(b) any information which is now known, or may become known, to the Buyer or its officers, directors or professional advisers.

PART 4 BUYER'S REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties. In order to induce the Sellers to enter into and consummate this Agreement, the Buyer represents and warrants to the Sellers that the following statements set out in this Part 4 are true, accurate and not misleading.

(a) Corporate Matters. The Buyer is a Corporation duly incorporated and, with respect to the filing of corporate returns, is in good standing under the laws of the Province of British Columbia.
(b) Capacity. The Buyer has the right and authority to enter into this Agreement on the terms and conditions set out in it and has duly passed all corporate resolutions necessary to authorize the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding obligation of the Buyer.
(c) Governmental Authorization. Except as expressly referred to in this Agreement, the execution, delivery and performance of this Agreement by the Buyer requires no action by, consent or approval of, or filing with, any Governmental Authority.
(d) Securities Legislation.

(i) Consideration Shares. The issuance of the Consideration Shares to the Sellers contemplated by this Agreement have been duly authorized by all necessary corporate action of the Buyer and, when issued in accordance with the terms of this Agreement, such shares will be issued as fully paid and non-assessable common shares in the authorized share structure of the Buyer and will be free and clear of all Encumbrances, subject only to any restrictions on resale as imposed by the Securities Act (British Columbia) and such other requirements of securities laws and regulatory authorities having jurisdiction.
(ii) Listing. The Buyer's common shares are listed for trading on the Exchange. The Buyer has complied with its obligations to file and deliver any documents required under the Exchange rules and the Buyer is not in material contravention or default of any of the Exchange rules and no fact exists which may result in the foregoing.
(iii) Reporting Issuer Status. As of the date hereof, the Buyer is a reporting issuer not in default under the Securities Laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, North West Territories, Yukon, and Nunavut.

4.2 Representations at Closing. The representations and warranties of the Buyer in this Agreement shall continue to be true, accurate and not misleading up to and including the Closing Date as if each such representation and warranty were repeated at the Closing Date with reference to the facts and circumstances then existing.

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PART 5

COVENANTS

5.1 Conduct of Business Prior to Closing.

Except as otherwise permitted by this Agreement, during the period from the date of this Agreement to the Closing Date, the Sellers shall, and shall cause the Corporation to:

(a) conduct the Business diligently and in the ordinary and usual course having due regard to the interests of the Buyer under this Agreement;

(b) maintain an amount of working capital sufficient for the purposes of operation the Business in the ordinary and usual course, consistent with past practice of the Business;

(c) continue in force all existing policies of insurance presently maintained by the Corporation and maintain insurance on all the Assets of the Corporation at least to the levels as they are insured on the date of this Agreement;

(d) preserve intact the Business and the Assets, operations and affairs of the Corporation and use Commercially Reasonable Best Efforts to preserve for the Buyer the goodwill of suppliers, customers and others having business relations with the Corporation;

(e) comply with all laws affecting the operation of the Business and pay all required Taxes;

(f) pay and discharge all liabilities or obligations of the Corporation in the ordinary and usual course of the Business consistent with past practice, except for such liabilities or obligations as may be contested by the Corporation in good faith;

(g) keep available the services of present officers, employees, agents and other personnel of the Corporation and pay their wages and benefits up to and including the Closing Date; and

(h) maintain in good standing all authorizations, licences and permits required by the Corporation for the operation of the Business as set out in Section 3.1(d).

5.2 Restrictions Prior to Closing.

Except as otherwise permitted by this Agreement or with the prior written consent of the Buyer, during the period from the date of this Agreement to the Closing Date, the Sellers shall not and shall procure that the Corporation shall not:

(a) incur or agree to incur any liability other than in the ordinary course of the Business;

(b) enter into, amend or terminate or agree to enter into, amend or terminate any Material Contract;

(c) create, allot, issue, purchase or redeem any of its share or loan capital or acquire any shares in any other Corporation or agree to do so;

(d) make, declare or pay any dividend or other distribution;

(e) amend or change or take any action to amend or change its bylaws or articles;

(f) take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of, or render untrue or misleading, any representation or warranty of the Sellers contained in this Agreement, if such representation or warranty were repeated at any time before Closing by reference to the facts and circumstances then existing;

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(g) enter into any agreement with officers or employees concerning their compensation or severance entitlement;

(h) terminate any officer, employee, agent and other personnel of the Corporation without the prior consent of Buyer; and

(i) authorize, agree, or otherwise become committed to do anything referred to in this Section 5.2.

5.3 Access to Information. Between the date of this Agreement and the Closing Date, the Sellers shall (and shall cause the Corporation to), upon receipt of reasonable advance request, give to the Buyer and its directors, officers, employees, agents and advisers full access, during normal business hours, to all of the properties, employees, books, records, databases, contacts, commitments and records of the Corporation and the Sellers relating to the Business, and shall furnish to the Buyer any information reasonably requested by it. The foregoing is provided that such review and investigation shall not unduly interfere with the Business and the Buyer shall not attempt to contact any individuals involved in the Business or attend at the Corporation's premises without the Sellers' prior written consent. After the Closing Date each Seller shall provide all such information within its custody relating to the Business and the affairs and Assets of the Corporation as the Buyer may reasonably request and shall assist and cooperate with the Buyer in resolving any questions, enquiries or disputes with any Governmental Authority in connection with the Corporation.

5.4 Licences and Consents. The Buyer shall obtain at the cost of the Buyer, and the Sellers shall, for no additional consideration, provide the Buyer with all co-operation or support reasonably required by the Buyer to allow the Buyer to obtain, at the Buyer's cost, at or before the Closing Date, from all appropriate Governmental Authorities and other Persons (including, without limitation, parties to any Material Contract), any licences, permits, consents, assignments, approvals, certificates, registrations and authorizations required to permit the completion of the transactions contemplated by this Agreement ("Required Consents").

5.5 Notification. The Sellers shall immediately notify the Buyer in writing of any action or circumstance which may arise between the date of this Agreement and the Closing Date which results, or may result, in:

(a) a Material Adverse Change;

(b) a breach of any representation or warranty of the Sellers contained in this Agreement, if such representation or warranty were repeated at any time before Closing by reference to the facts and circumstances then existing; or

(c) any of the information provided in the schedules to this agreement becoming untrue, incorrect or misleading in any respect.

5.6 Filings with Governmental Authorities.

(a) Each of the parties hereto shall use Commercially Reasonable Best Efforts to prepare and submit, and shall cooperate with each other in connection with the preparation and submission of, all applications and filings as may be or become necessary under Applicable Laws for or in connection with the consummation of the transaction(s) contemplated in this Agreement.

(b) The Sellers shall provide the Buyer with such information and assistance as may be reasonably requested by the Buyer in order to prepare and file any notification or applications under Applicable Laws.

(c) Notwithstanding any other provision of this Agreement, in the event the transaction(s) contemplated by this Agreement are or become reviewable by any Governmental Authority whether prior to, at the time of or at any time following Closing, the Sellers shall provide the Buyer with such information and assistance as may be reasonably requested by the Buyer in order to make representations to such Governmental Authority or otherwise participate in or respond to any notices or review pursuant to the requirements of such Governmental Authority.

5.7 Confidentiality. The parties acknowledge and agree that the following shall apply to the use and disclosure of Confidential Information:

(a) the Sellers shall not at any time use or disclose or permit there to be used or disclosed any Confidential Information relating to or belonging to the Corporation;

(b) the Buyer shall treat all information received from or on behalf of the Corporation in connection with the transaction(s) contemplated in this Agreement as confidential;

(c) the Sellers acknowledge that the fulfillment of requirements to file with Governmental Authorities, and other disclosures permitted or contemplated in this Agreement do not constitute a breach of this paragraph.

5.8 Professional Corporation. Lewis shall, prior to the Closing Date, incorporate a new entity to continue as a professional corporation (the "Professional Corporation") and carry out any necessary steps to register with any Governmental Authorities to allow the professional activities of a neurologist to be carried on through the Professional Corporation. Copies of the formation documents of the Professional Corporation will be provided to the Buyer prior to the incorporation for approval. The Professional Corporation shall be majority owned by Lewis. The expenses incurred by Lewis to incorporate the Professional Corporation shall be paid by the Buyer, provided such expenses are not in excess of $2,000 plus applicable taxes. At Closing, Lewis shall cause the Professional Corporation to:

(a) enter into a management agreement with the Corporation in a form to be agreed to by Lewis and the Buyer, each acting reasonably (the "Management Services Agreement"); and

(b) enter into professional services agreements with each employee and contractor of the Corporation, including Lewis, required to be hired by a professional corporation under Applicable Laws (collectively, the "Professional Services Agreements"). Such employees and contractors will be offered equivalent positions on terms commensurate with their employment with the Corporation prior to the Closing Date.

5.10 Patient Records Management. Following Closing, the Corporation will, and the Buyer will ensure that the Corporation will, for no charge, cooperate with the Sellers as reasonably required to manage the timely split of the Patient Records between the Sellers as appropriate given the specific Patient Records each Seller shall maintain based on their respective patient lists and practices, and the establishment of the custodians of such Patient Records in accordance with applicable laws and regulations.

Redacted due to confidentiality and/or commercial sensitivity.

5.12 College Notifications. The Buyer and the Sellers will cooperate with each other and will provide such information as reasonably requested by the Buyer, in connection with the preparation and submission of, all applications, notifications, or filings as may be or become necessary by the College in connection with the consummation of the transactions contemplated in this Agreement.

5.13 Articles of Amendment. Promptly following Closing, the Buyer shall file the Articles of Amendment (as defined below) and shall, upon receipt of a certificate in respect of same, promptly provide the Sellers with a copy of such certificate. Provided that the Sellers have not already filed the Articles of Amendment prior to Closing.

5.14 Stub Periods. The Sellers shall cause to be prepared and filed (at their sole expense) within sixty (60) days of Closing all tax returns (including without limitation information returns and statutory filings) (the "Stub Period Returns") for the Corporation for any Stub Period (as defined below) and all related financial statements for the Corporation. The Sellers will be responsible for all costs relating to the preparation of such financial statements and Stub Period Returns. The Buyer shall be solely responsible for the preparation and filing of any tax returns and/or financial statements in respect of all periods after Closing. The Sellers and the Buyer shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of all Stub Period Returns and all related financial statements and will preserve such data and other information until the expiration of any applicable limitation period under any applicable laws with respect to such Stub Period Returns (subject to the accidental loss of same). The Sellers shall provide to the Buyer for its and its accountants' review the Stub Period Returns at least 10 business days prior to their filing. For the purposes thereof, "Stub Period" means any period that begins prior to the Closing Date and ends immediately prior to the Closing Date for which tax returns are required to be prepared and filed with any relevant Governmental Authority.

5.15 CRA Holdback.

(a) If, at Closing, the Corporation has not received one or more letters or other communications from the CRA (each a "CRA Letter") with regards to the CRA's corporate payroll audit of the Corporation in respect of the Corporation's 2018 taxation year (the "2018 CRA Audit") and 2020 taxation year (the "2020 CRA Audit") which confirms that the CRA has finally determined the CRA Balance Owing is zero, then the Buyer shall put into escrow with the Sellers' counsel, Aird & Berlis LLP ("A&B"), an amount equal to the CRA Holdback.

(i) If a CRA Letter has been received prior to Closing indicating that the CRA has finally determined the assessed balance owing in respect of a CRA Audit is zero, then, the CRA Holdback shall be reduced by the amount attributable to such finally determined CRA Audit, as set out in Section 5.15 of the Disclosure Schedule, and the Buyer shall put into escrow with A&B such lesser amount; and

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(ii) If one or more CRA Letters are received prior to Closing indicating that the CRA has finally determined the assessed balance owing in respect of a CRA Audit is greater than zero, then such amount shall be considered a part of Indebtedness and adjusted for pursuant to the Debt Adjustment in accordance herewith and the CRA Holdback shall be reduced by the amount attributable to such finally determined CRA Audit, as set out in Section 5.15 of the Disclosure Schedule, and the Buyer shall put into escrow with A&B such lesser amount,

For greater certainty if one or more CRA Letters are received prior to Closing which finally determine that the CRA Balance Owing is zero, then, there shall be no deposit into escrow of the CRA Holdback, and the amount paid on Closing shall not be reduced in respect of same.

(b) Following Closing, the CRA Holdback, or an applicable portion of it, as the case may be, shall be released from escrow upon the CRA finally determining the CRA Balance Owing as follows:

(i) to the Sellers, in the amount that the CRA Holdback is in excess of the CRA Balance Owing, and

(ii) to the Buyer, in the amount equal to the CRA Balance Owing. If the CRA Balance Owing is in excess of the CRA Holdback, then the Sellers shall, within 30 days following such final determination, each pay their respective pro rata portion of the amount of the shortfall to the Buyer, by wire transfer of immediately available funds.

(c) If it is determined that any amounts are payable to the CRA in respect of the 2018 CRA Audit or the 2020 CRA Audit, then such amounts shall be paid to the CRA out of the portion of the CRA Holdback Amount released to the Buyer in accordance herewith, and the Purchase Price shall be reduced by an equal amount.

(d) The Sellers and the buyer agree that (i) A&B shall not have any liability taken in respect of the CRA Holdback in good faith, (ii) A&B will not release the CRA Holdback, or any portion thereof, unless and until the Sellers and the Buyers have jointly instructed it to do so in writing on the basis of a CRA Letter received, (iii) nothing herein shall prevent A&B from continuing to act for the Sellers in its capacity as legal advisor thereto, and (iv) A&B may, if there is any dispute or for any other reason it, in its sole discretion, determines it is required, resign as escrow agent in respect of the CRA Holdback and deposit same into trust with a court of competent jurisdiction until such time as the Sellers and Buyer, acting reasonably, have mutually agreed on a replacement escrow agent. The Sellers and the Buyer agree to enter into any further instruments as are necessary to document the foregoing with typical escrow provisions and escrow agent protections.

PART 6 CONDITIONS

6.1 Buyer's Conditions. The obligations of the Buyer to complete the sale and purchase of the Shares under this agreement shall be subject to the fulfilment of each of the following conditions on or before the Closing Date.

(a) Accuracy of Representations and Warranties. The representations and warranties of the Sellers set out in this Agreement shall be true, accurate and not misleading as at the Closing Date with reference to the facts and circumstances then existing.

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(b) Licences and Consents. All Required Consents shall have been obtained from the appropriate Governmental Authorities and other Persons on terms satisfactory to the Buyer.

(c) Government Approvals. Any required approval by, consent from or notification to Governmental Authorities, in connection with the completion of any transactions contemplated by this Agreement or the performance of any of the terms and conditions of this Agreement shall have been obtained or completed on terms satisfactory to the Buyer.

(d) Exchange Consent. All required consents shall have been obtained from the Exchange and the Buyer shall not have received a notice of objection form the Exchange in connection with the transactions contemplated herein.

(e) Legal Action. There shall have been no legal action, application, suit, proceeding, claim or demand by any individual or other entity, or any investigation or arbitration or administrative or other proceedings by or before any Governmental Authority pending or threatened against or affecting the Corporation, the Shares, or the Business.

(f) Performance of Obligations. The Sellers shall have performed and complied with all obligations, covenants and agreements to be performed and complied with by each of them on or before Closing under this Agreement.

(g) Financial Statements. The Buyer shall have received the Financial Statements of the Corporation for May 31, 2021.

(h) Material Adverse Change. There shall have been no Material Adverse Change between the date of this Agreement and the Closing Date.

(i) Professional Corporation. Lewis shall have incorporated the Professional Corporation and entered into the Management Services Agreement and the Professional Services Agreements as contemplated in Section 5.8.

(j) Closing Documentation. All documents listed in paragraph 8.2 shall have been received by the Buyer.

6.2 Waiver/Termination. The conditions contained in paragraph 6.1 are for the exclusive benefit of the Buyer and may be waived by it in whole or in part at any time. If any of the conditions in paragraph 6.1 are not fulfilled or waived on or before the Closing Date, the Buyer may give notice to terminate this Agreement in accordance with paragraph 9.3.

6.3 Sellers' Conditions. The obligations of the Sellers to complete the sale and purchase of the Shares under this agreement shall be subject to the fulfilment of each of the following conditions on or before the Closing Date.

(a) Accuracy of Representations and Warranties. The representations and warranties of the Buyer set out in this Agreement shall be true and accurate as at the Closing Date with reference to the facts and circumstances then existing.

(b) Licences and Consents. All Required Consents shall have been obtained from the appropriate Governmental Authorities and other Persons on terms satisfactory to the Sellers.

(c) Government Approvals. Any required approval by, consent from or notification to Governmental Authorities, in connection with the completion of any transactions

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contemplated by this Agreement or the performance of any of the terms and conditions of this Agreement shall have been obtained or completed on terms satisfactory to the Sellers.

(d) Exchange Consent. All required consents shall have been obtained from the Exchange.

(e) Material Adverse Change. There shall have been no Material Adverse Change with respect to the Buyer between the date of this Agreement and the Closing Date.

(f) No Actions Taken Restricting Sale. No action or proceeding in Canada, by law or in equity, shall be pending or threatened by any person, firm, corporation, government, Governmental Authority, regulatory body or agency to enjoin, restrict or prohibit the purchase and sale of the Consideration Shares contemplated under this Agreement.

(g) Closing Documentation. All documents listed in paragraph 8.3 shall have been received by the Sellers.

6.4 Waiver. The conditions contained in paragraph 6.3 are for the exclusive benefit of the Sellers and may be waived by them in whole or in part at any time. If any of the conditions in paragraph 6.3 are not fulfilled or waived on or before the Termination Date through no fault, action or inaction by the Sellers, the Sellers may give notice to terminate this Agreement in accordance with paragraph 9.39.1(a).

PART 7

SURVIVAL AND INDEMNITY

7.1 Survival of Representations and Warranties. The representations and warranties of the Sellers in this Agreement shall survive Closing and the payment of the Purchase Price and shall continue in full force and effect for a period of 90 days from the completion of Milestone 2, except that: all representations and warranties will remain in full force and effect indefinitely with respect to any inaccuracies or breaches thereof as a result of fraud or fraudulent misrepresentation on the part of any one or more of the Sellers, or the Buyer, as applicable

(b) the Tax Representations shall remain in full force and effect until 90 days after the expiration of the greater of seven (7) years or the expiry of the final right of reassessment or claim by the appropriate taxing authority with respect to the Tax Representations; and

7.2 Indemnification of Buyer. The Sellers jointly and severally covenant and agree to indemnify and hold harmless the Corporation, the Buyer and its Affiliates or Associates from and against any losses, costs, damages, liabilities and fees (including, without limitation, reasonable legal fees) suffered or incurred as a result of, or arising out of:

(a) any assessment or reassessment for Taxes for any period up to and including the Closing Date for which no adequate reserve has been provided for and disclosed in the Financial Statements;

(b) any breach of a Fundamental Representation or Tax Representation, or the same being untrue or inaccurate;

(c) to the extent not arising under Section 7.2(a) or Section 7.2(b) any of the representations or warranties of the Sellers in this Agreement being untrue or inaccurate (provided that, if the applicable representation or warranty is in respect of the Sellers, only the Seller who is in breach shall be required to so indemnify); or

(d) a breach of any covenant, term or agreement made in this Agreement by any Seller

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(which losses, costs, damages, liabilities and fees are collectively referred to as "Buyer's Losses").

7.3 Limitations on Sellers' Liability.

(a) The Sellers shall not be liable under the indemnity provision in paragraph 7.2 in respect of any claim unless written notice of the claim providing reasonable details of the alleged Buyer's Losses has been provided to the Sellers on or before the expiry dates specified in paragraph 7.1.

(b) For any claims under or relating to:

(i) Section 7.2(a), 7.2(b), fraud or fraudulent misrepresentation on the part of any one or more of the Sellers, there will be no cap on the liability of the Sellers; and

(ii) Section 7.2(c) and 7.2(d), the aggregate liability of the Sellers shall not in any circumstances exceed the Cash Amount.

(c) The indemnity obligations of either Seller is limited in amount to the portion of the Cash Amount attributable to such Seller.

7.4 Indemnification of Sellers.

The Buyer covenants and agrees to indemnify and hold harmless the Sellers from and against any losses, costs, damages, liabilities and fees (including, without limitation, reasonable legal fees) suffered or incurred as a result of, or arising out of any breach of a representation or warranty of the Buyer in this Agreement (which losses, costs, damages, liabilities and fees are collectively referred to as "Sellers' Losses").

7.5 Limitations on Buyer's Liability.

(a) The Buyer shall not be liable under the indemnity provision in paragraph 7.4 in respect of any claim unless written notice of the claim providing reasonable details of the alleged Sellers' Losses has been provided to the Buyer within one year of the Closing Date.

(b) For any claims under or relating to:

(i) fraud or fraudulent misrepresentation on the part of the Buyer, there will be no cap on the liability of the Buyer; and

(ii) Section 7.4, the aggregate liability of the Buyer shall not in any circumstances exceed the Cash Amount.

7.6 Right of Set-Off.

With respect to any Buyer's Losses, the Sellers agree that all or any portion of such Buyer's Losses may, at the Buyer's option and discretion, be set-off against any portion of the Purchase Price otherwise due and payable by the Buyer to the Sellers hereunder; provided, however, that the Buyer has otherwise complied with the indemnity provisions in this agreement and either (i) the Sellers have not delivered a notice of objection of a compliant notice of a claim for Buyer's Losses within 20 days of receipt of the notice of claim, or (ii) if the Sellers have delivered a notice of objection of such claim to the Buyer in accordance herewith, and the Buyer's claim for Buyer's Losses has been finally determined in accordance with the provisions of this Agreement. The right to set-off against the Purchase Price for the Buyer's Losses includes the ability to reduce the number of Consideration Shares issuable to the Sellers either as part of the Closing Payment or any Milestone Consideration.

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PART 8

CLOSING

8.1 Closing. The sale and purchase of the Shares and the other transactions contemplated by this Agreement shall be closed (the "Closing") by electronic (i.e., email/PDF) delivery as promptly as practicable (with original share certificates to follow by courier) at 2:00 p.m. (Vancouver Time) on August 9, 2021, or on such other date or at such other place as (i) may be required to accommodate the timing of delivery of any Closing deliverables which are not within the reasonable control of the Sellers, and/or (ii) may be mutually agreed upon in writing by the parties (the "Closing Date").

8.2 Delivery by Sellers. On the Closing Date the Sellers shall deliver, or cause to be delivered, the following documents to the Buyer:

(a) share certificates representing the Shares in the names of the respective Sellers endorsed for transfer to the Buyer;

(b) new share certificates representing the Shares in the name of the Buyer;

(c) a certified copy of resolutions of the directors of the Corporation approving and authorizing the transfer of the Shares from the Sellers to the Buyer, the registration of the Shares in the name of the Buyer and the issue of the share certificates referred to in paragraph 8.2(b);

(d) the minute books and all other books and records of the Corporation, including any User IDs and passwords required for online accounts associated with the Corporation;

(e) the corporate seal of the Corporation, if any;

(f) a certificate of an officer of the Corporation attaching:

(i) a true and complete copy of the constating documents of the Corporation,

(ii) an incumbency certificate in respect of the Corporation, and

(iii) a certificate of good standing of the Corporation issued by the Governmental Authority of the jurisdiction of incorporation, dated not more than two Business Days prior to the Closing Date;

(g) a certificate executed by the Sellers certifying that the representations and warranties of the Sellers set out in this Agreement are true, accurate and not misleading as at the Closing Date with reference to the facts and circumstances then existing;

(h) a certificate of an officer of the Professional Corporation attaching:

(i) a true and complete copy of the constating documents of the Professional Corporation,

(ii) an incumbency certificate in respect of the Professional Corporation, and

(iii) a certificate of good standing of the Professional Corporation issued by the Governmental Authority of the jurisdiction of incorporation, dated not more than two Business Days prior to the Closing Date;

(i) the Employment Agreement executed by Lewis;

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Redacted due to confidentiality and/or commercial sensitivity.

(j) executed employment agreements between the Corporation and each of [redacted]

(k) evidence of discharge or cancellation of all Indebtedness listed in Section 3.1(m) of the Disclosure Schedule;

(l) evidence of discharge or cancellation of all Encumbrances listed in Section 3.1(dd) of the Disclosure Schedule;

(m) the Flow of Funds Memorandum executed by the Sellers;

(n) pay-off letters from each of Lewis and Flanders regarding the Shareholder Loans showing the repayment of the debt listed in Section 3.1(r), in a form satisfactory to the Buyer;

(o) a non-competition agreement executed by each of the Sellers in substantially the respective forms attached as SCHEDULE F;

(p) an executed copy of the Management Services Agreement;

(q) executed copies of the Professional Services Agreements;

(r) [redacted]

Redacted due to confidentiality and/or commercial sensitivity.

(s) releases executed by the Sellers in the form attached as SCHEDULE G;

(t) executed resignations and releases of Lewis and Flanders as directors and officers of the Corporation, and of any other directors or officers of the Corporation specified by the Buyer, such resignations to be effective as of the Closing Date;

(u) executed copies of all consents, approvals or notifications referred to in paragraph 5.12 and paragraph 6.1(b), provided that the Sellers and the Buyer acknowledge that any consent required to be given by the College may be delayed for an unknown period of time, and it is agreed that no such delay, no matter the length, will be a reason for termination of this Agreement by any party hereto;

(v) [redacted]

Redacted due to confidentiality and/or commercial sensitivity.

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Redacted due to confidentiality and/or commercial sensitivity.

(w) consent to the change of control of the Corporation from the landlord of the property located at [redacted] and

(x) all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Buyer acting reasonably, are necessary to effect and evidence the transfer of the Shares to the Buyer free and clear of all Encumbrances or as required as a result of ongoing diligence.

8.3 Delivery by Buyer. On the Closing Date, the Buyer shall deliver to the Sellers:

Address redacted.

(a) the Closing Payment;

(b) the Flow of Funds Memorandum executed by the Buyer;

(d) draft articles of amendment which shall effect the change of the name of the Corporation to a name which does not include the name of either Seller (or any similar name) (the "Articles of Amendment").

(e) the Employment Agreement executed by the Buyer; and

(f) executed copies of all consents, approvals or notifications referred to in paragraph 5.12 and paragraph 6.1(b), provided that the Sellers and the Buyer acknowledge that any consent required to be given by the College may be delayed for an unknown period of time, and it is agreed that no such delay, no matter the length, will be a reason for termination of this Agreement by any party hereto.

PART 9 TERMINATION

9.1 Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

(a) by mutual written consent of the Sellers' and the Buyer;

(b) by the Sellers', in the event of a material breach by the Buyer of any representation, warranty or agreement contained herein that results in any condition to the obligations of the Sellers to close as set forth in paragraph 6.3 becoming no longer capable of being satisfied; or

(c) by the Buyer, in the event of a material breach by any Seller or the Corporation of any representation, warranty or agreement contained herein that results in any condition to the obligations of the Buyer to close as set forth in paragraph 6.1 becoming no longer capable of being satisfied.

9.2 Survival. If this Agreement is terminated prior to Closing and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and of no further force and effect, except for the provisions of paragraph 5.7, this Part 9, and Part 10 which shall survive such termination, and provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement.

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9.3 Notice of Termination. Any party desiring to terminate this Agreement pursuant to paragraph 9.1 shall give written notice of such termination to the other parties to this Agreement.

PART 10

GENERAL

10.1 Public Announcements. None of the Sellers shall make or authorize any public announcement regarding the Corporation or the transactions contemplated by this Agreement without the prior written consent of the Buyer. The provisions of this Section 10.1 survive any termination of this Agreement and the Closing of the transaction(s) contemplated hereby.

10.2 Notices. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be considered to have been sufficiently given if delivered by hand, transmitted by electronic transmission or mailed by prepaid registered post in Canada to the address or email address of each party set out below:

if to the Buyer:

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

Addresses and contact information redacted

if to either Seller, to the address listed next to his name in Schedule A hereto, with a copy (which shall not constitute notice to):

or to such other address or email address as any party may, from time to time, designate in the manner set out above. Any such notice or communication shall be considered to have been received:

(a) if delivered by hand during business hours on a Business Day, upon receipt by a responsible representative of the receiver, and if not delivered during business hours, upon the commencement of business hours on the next Business Day;

(b) if sent by electronic transmission during business hours on a Business Day, upon the sender receiving confirmation of the transmission, and if not transmitted during business hours, upon the commencement of business hours on the next Business Day following confirmation of the transmission; and

(c) if mailed by prepaid registered post in Canada, upon the fifth Business Day following posting; except that, in the case of a disruption or an impending or threatened disruption

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in postal services every notice or communication shall be delivered by hand or sent by facsimile transmission.

10.3 Payments

The Sellers agree that any sums due to all or any of the Sellers under this Agreement may be paid by the Buyer to Aird & Berlis LLP whose receipt shall constitute a full discharge of the Buyer's obligation to make such payment and the Buyer shall not be concerned with the application of any such sums between all or any of the Sellers.

10.4 Time of Essence

Time shall be of the essence of this Agreement.

10.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and applicable Canadian law and shall be treated in all respects as an Ontario contract.

10.6 Submission to Jurisdiction

Each of the parties shall:

(a) submit to the jurisdiction of the courts of the Province of British Columbia; and
(b) if any appointed agent is required, notify the others in writing of the name and address of its appointed agent.

10.7 Entire Agreement

This Agreement and the documents and instruments to be executed and delivered under it constitute the entire agreement between the parties and supersedes any previous agreement or arrangement, oral or written, between the parties, including without limitation the letter of intent between the Buyer and the Sellers dated May 2, 2021. This Agreement and the documents and instruments to be executed and delivered under it, contain all the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This Agreement may not be amended or modified in any respect except by written instrument signed by each of the parties.

10.8 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

10.9 Currency

All transactions referred to in this Agreement shall be made in lawful currency of Canada in immediately available funds. Any reference to cash in this Agreement includes a reference to cash, certified cheque, bankers draft, wire or electronic transfer.

10.10 Accounting Principles

All calculations made or referred to in this Agreement, unless otherwise expressly set out herein, shall be made in accordance with IFRS. Unless the context otherwise requires, all accounting terms used in this Agreement which are not defined in this Agreement shall have the meaning assigned to them in accordance with IFRS.

10.11 Enurement

This Agreement shall enure to the benefit of and shall be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.

10.12 Further Assurances

At any time after Closing, each of the Sellers shall execute and deliver all such documents and instruments and do all such acts as the Buyer may reasonably require in order to give full effect to the intent and meaning of this Agreement and the transactions contemplated by it.

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10.13 Costs and Expenses. Except as specifically provided otherwise in this Agreement, each party shall be responsible for its own legal fees and other costs and expenses incurred in connection with the purchase and sale of the Shares, all negotiations between the parties and the consummation of the transactions contemplated by this Agreement.

10.14 Arbitration. All disputes arising out of or in connection this Agreement shall be referred to and finally resolved by a single arbitrator (the "Arbitrator") pursuant to the Commercial Arbitration Act, R.S.B.C. 1996, c.55. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this paragraph 10.14.

10.15 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts (which may be electronic copies) but shall not take effect until each party has executed at least one counterpart. Each counterpart shall constitute an original but all the counterparts together shall constitute a single agreement.

[signature page follows]

DocuSign Envelope ID: 62EBD438-C837-40CE-A135-F88C148C24C5

TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as of the Effective Date.

NUMINUS WELLNESS INC.

Authorized Signatory

EVAN LEWIS

DAN FLANDERS

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TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as of the Effective Date.

NUMINUS WELLNESS INC.

By:

Authorized Signatory

EVAN LEWIS

Signing information
redacted

DAN FLANDERS

CAN: 36918120.4

Schedules are all

redacted due to

confidentiality and/or

commercial sensitivity

AI assistant

Numinus Wellness Inc. — M&A Activity 2025

44123_rns_2025-09-29_67c19739-9bbf-4c3e-b21e-ae9df33c68da.pdf

SHARE PURCHASE AGREEMENT

LEWIS & FLANDERS MEDICINE PROFESSIONAL CORPORATION dba

THE NEUROLOGY CENTRE OF TORONTO

TABLE OF CONTENTS

PART 1 INTERPRETATION

PART 2 SALE AND PURCHASE

PART 3 SELLERS' REPRESENTATIONS AND WARRANTIES

PART 4 BUYER'S REPRESENTATIONS AND WARRANTIES

PART 5 COVENANTS

PART 6 CONDITIONS

PART 7 SURVIVAL AND INDEMNITY ... 34

PART 8 CLOSING ... 36

PART 9 TERMINATION ... 38

PART 10 GENERAL ... 39

SHARE PURCHASE AGREEMENT

BACKGROUND

AGREEMENT

PART 1 INTERPRETATION

SCHEDULE G - FORM OF RELEASE

PART 2

SALE AND PURCHASE

PART 4 BUYER'S REPRESENTATIONS AND WARRANTIES

PART 5

COVENANTS

5.1 Conduct of Business Prior to Closing.

5.2 Restrictions Prior to Closing.

PART 6 CONDITIONS

PART 7

7.3 Limitations on Sellers' Liability.

7.4 Indemnification of Sellers.

7.5 Limitations on Buyer's Liability.

7.6 Right of Set-Off.

PART 8

CLOSING

PART 9 TERMINATION

PART 10

GENERAL

10.3 Payments

10.4 Time of Essence

10.5 Governing Law

10.6 Submission to Jurisdiction

10.7 Entire Agreement

10.8 Severability

10.9 Currency

10.10 Accounting Principles

10.11 Enurement

10.12 Further Assurances

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Numinus Wellness Inc. M&A Activity 2025