Psyched Wellness Ltd. — Capital/Financing Update 2021

Feb 24, 2021

AMENDING AGREEMENT

DECEMBER 9, 2020

TO: PSYCHED WELLNESS LTD. (FORMERLY, DUNCAN PARK HOLDINGS CORPORATION) (THE “COMPANY”)

AND TO: GARFINKLE BIDERMAN LLP RE: MEMORANDUM OF AGREEMENT DATED APRIL 20, 2020 BETWEEN THE COMPANY, FOGLER RUBINOFF LLP AND THE UNDERSIGNED SUBSCRIBER (THE “POOLING AGREEMENT”)

WHEREAS in accordance with Section 5.1 of the Pooling Agreement, the Company has replaced Fogler Rubinoff LLP with Garfinkle Biderman LLP as Pooling Agent;

AND WHEREAS as of the date hereof 50% of the Pooled Shares have been released in accordance with Section 2.1 of the Pooling Agreement;

AND WHEREAS the parties have agreed to make certain changes to the release provisions outlined in Section 2.1 of the Pooling Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Pooling Agreement.

IN CONSIDERATION of the respective agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree and confirm as follows:

1. The Pooling Agreement is hereby amended as follows:

   • (a) The reference to “Fogler, Rubinoff LLP having an office at 77 King Street West TD Centre North Tower, P.O. Box 95, Suite 3000, Toronto, Ontario, M5K 1G8” as the Pooling Agent is hereby deleted in its entirety and replaced with the following: “Garfinkle Biderman LLP having an office at 1 Adelaide Street East, Dynamic Funds Tower, Suite 801, Toronto, Ontario M5C 2V9”.

   • (b) The reference in Section 7.1 to:

“Fogler, Rubinoff LLO Suite 3000, 77 King Street West Toronto, Ontario M5K 1G8 Attention: Eric Roblin Fax: (416) 941-8852 e-mail: eroblin@foglers.com”

is hereby deleted in its entirety and replaced with the following:

“Garfinkle Biderman LLP Suite 801, 1 Adelaide Street East Toronto, Ontario M5K 1G8 Attention: Shimmy Posen Fax: (416) 869-7612 e-mail: sposen@garfinkle.com”.

• (c) Section 2.1(c) is hereby deleted in their entirety and replaced with the following:

“The remaining 50% shall be release in 5 equal tranches of 10% every other month, over the next 10 months, beginning on January 31, 2021 and on the last day of each second month thereafter.”

• (d) Section 2.1(d) is hereby deleted in its entirety.

All other terms of the Pooling Agreement shall remain in full force and effect except as amended by this agreement. Further, the parties hereby agree and acknowledge that the Pooling Agreement has always remained in full force and effect since April 20, 2020 despite any inconsistency, lapse or defect that may have occurred.

This agreement is made pursuant to and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.

This agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this agreement.

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If this is also your understanding, please sign the acknowledgement and agreement below to evidence our agreement of the above noted revisions to the Pooling Agreement.

PSYCHED WELLNESS LTD.

by “Jeffrey Stevens” Name: Jeffrey Stevens Title: Chief Executive Officer

GARFINKLE BIDERMAN LLP

by “Shimmy Posen” Name: Shimmy Posen Title: Partner

Agreed and acknowledged by the undersigned effective as of

, .

If the Subscriber is an individual:

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Signature

Address

Email

If the Subscriber is other than an individual:

Print name of corporation

By: Authorized Signatory

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All shareholders to complete:

Number of registered or beneficial common shares owned or controlled by the Subscriber, subject to the shares held in pool:

[Signature Page to Amending Agreement]