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SECURITIES EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the/ f" day of December, 2019.

AMONG:

FOGCHAIN CORP., a company incorporated under the laws of the Province of Ontario and having an office at 2050 - 1055 West Georgia Street, Vancouver, British Columbia V6E 3P3

(the "Issuer")

AND:

CANADIAN TELERADIOLOGY SERVICES, INC., a company incorporated under the laws of the Canada and having an office at 304-85 Scarsdale Road, North York, Ontario M3B 2R2

("CTS")

AND:

THE HOLDERS OF SECURITIES OF CTS, who have executed Schedule B to this Agreement and who are therefore made a party to this Agreement

(herein individually referred to as a "CTS Shareholder" and collectively as "CTS Shareholders")

WHEREAS:

A. The Issuer is a company whose Issuer Common Shares (as defined herein) are listed on the CSE (as defined herein);
B. The CTS Shareholders are the beneficial and legal owners of all of the issued and outstanding CTS Shares (as defined herein); and
C. The Issuer wishes to purchase and acquire all of the issued and outstanding CTS Shares from the CTS Shareholders in exchange for the Issuer Consideration Shares (as defined herein), upon and subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree each with the other as follows:

1. INTERPRETATION

1.1 Defined Terms The following terms have the following meanings in this Agreement, including the recitals and any schedules hereto, unless otherwise stated or unless there is something in the subject matter or context inconsistent therewith:
(a) "Acquisition" means the acquisition of the CTS Shares by the Issuer in exchange for the Issuer Consideration Shares, upon and subject to the terms and conditions of this Agreement;

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(b) "affiliate" has the meaning attributable to such term as provided in the Securities Act;
(c) "Agreement" means this agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions "above", "below", "herein", "hereto'\ '"hereof' and similar expressions refer to this agreement;
(d) "Agreement to be Bound" means an acknowledgement in the form of Schedule "C" executed by each Person who becomes a CTS Shareholder subsequent to the Effective Date to confirm their acceptance and agreement to be bound by the provisions of this Agreement as specified in Section 2.8;
(e) "Applicable Law" means, with respect to any Person, all applicable rules, policies, notices, orders and legislation of any kind whatsoever of any Governmental Authority, regulatory body or stock exchange;
(f) "Andited CTS Financial Statements" has the meaning ascribed thereto in Section 8.2(1);
(g) "Bnsiness" means the businesses of providing remote radiology services carried by CTS or the businesses of software development of the Issuer, as the case may be, as a going concern and the intangible goodwill associated therewith and any and all interests of whatsoever kind and nature related thereto;
(h) "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario;
(i) "Claim" has the meaning ascribed thereto Section 11.4;
Ul "Closing" means the completion of the Transaction on the Closing Date pursuant to the terms and conditions contained in this Agreement;
(k) "Closing Date" means the date when Closing occurs as agreed to by the Issuer and CTS;
(1) "Consolidation" means the consolidation of the Issuer Shares on the basis of fifteen (15) pre-consolidation Issuer Shares for one (I) post-consolidation Issuer Share;
(m) "CSE" means the Canadian Securities Exchange;
(n) "CTS Financial Statements" mean the management prepared financial statements of CTS for the annual periods ended December 31, 20 I 7 and 2018 and the 9 month interim period ended September 30, 2019;
(o) "CTS Material Contracts" has the meaning ascribed thereto in Section 7.2(1);
(p) "CTS Shares" means the common shares in the capital ofCTS;
(q)"CTS Shareholders" means the holders ofCTS Shares;
(r) "Direct Claim" has the meaning ascrihed thereto in Section 11.5;

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(s) "'Documents" means all contracts, agreements, documents, permits, licenses, certificates, plans, drawings. specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records, corporate seals and any other documents or information of whatsoever nature relating to the Issuer or CTS, as the case may be, and any all rights in relation thereto;
(t) "Effective Date" means the date of this Agreement;
(u) "Electing Shareholder" has the meaning ascribed thereto in Section 2.8 (a);
(v) "Encumbrance" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:
(i) a mortgage, assignment of rent, lien, encumbrance, adverse claim, charge, restriction, title defect, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), hire purchase agreement, conditional sales contract, title retention agreement, equipment trust or financing lease, and a subordination to any right or claim of others in respect thereof;
(ii) a claim, interest, or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), including, without limitation, an easement. rightof-way, servitude or other similar right in property granted to or reserved or taken by any Person;
(iii) an option or other right to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
(iv) a lien or charge for taxes, assessments, duties, fees, premiums, imposts, levies and other charges imposed by any lawful authority;
(v) any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); or
(vi) any agreement to create, or right capable of becoming, any of the foregoing;
(w) "Environmental Laws' means all applicable federal, provincial, state, local and foreign laws, imposing liability or standards of conduct for, or relating to, the regulation of activities, materials, substances or wastes in connection with, or for, the protection of human health, safety, the environmental or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation);
(x) "Exchange" means the securities exchange in Canada upon which the Issuer and CTS determine to apply for listing of the securities of the Resulting Issuer, which may be any of the Canadian Securities Exchange, TSX Venture Exchange or the Aequitas Neo Exchange in the discretion of the Issuer and CTS;
(y) "Exemptions" has the meaning ascribed thereto in Section 2.7(a);
(z) "Flow Capital Consent" has the meaning ascribed thereto in Section 8.2(k);
(aa) "generally accepted accounting principles" means the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered

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Accountants, or any successor institute, applicable as at the date on which date such calculation is made or required to be made in accordance with generally accepted accounting principles applied on a basis consistent with preceding years;

(bb) "Governmental Authority" means any government or governmental, administrative, regulatory or judicial body, department, commission, authority, tribunal, agency or entity;
(cc) "Indemnified Party" has the meaning ascribed thereto in Section 11.4;
(dd) "lndemnil'ying Party'" has the meaning ascribed thereto in Section 11 .4;
(ee) "Intellectual Property'' means all right, title and interest and benefit of CTS or the Issuer, as the case may be, in and to intellectual property of every nature, whether registered or unregistered, including, without limitation, all copyrights, patents, patent rights, trade marks, applications for any of the foregoing. trade names, service marks, and other trade rights, license agreements, marketing rights, trade secrets, and know-how, specifications, prototypes, designs, records, drawings, and calculations, licenses, sublicenses, other intellectual or industrial property and all other proprietary rights or interests, together with all antecedent derivative works, of or pertaining to the Business of CTS or the Issuer, as the case may be;
(ft) "IFRS" means generally accepted accounting principles set out in the CPA Canada Handbook for an entity that prepares its financial statements in accordance with International Financial Reporting Standards;
(gg) "Issuer" means FogChain Corp. including, as required by context, its whollyowned subsidiary, F ogChain Inc. (Delaware);
(hh) "Issuer Annual Statements" means the audited consolidated financial statements of the Issuer for the year ended December 31, 2018 and 2017, as filed on SEDAR with the applicable Canadian securities regulators:
(ii) "Issuer Class A Shares" means the class A convertible restricted voting shares in the capital of the Issuer;
Oil "Issuer Common Shares" means the common shares in the capital of the Issuer;
(kk) "Issuer Consideration Shares" means the 15,000,000 post-Consolidation Issuer Common Shares to be issued by the Issuer to the CTS Shareholders in exchange for the CTS Shares outstanding as of the Effective Date;
(11) "Issuer Disclosure Record" means the Issuer's financial statements, management information circulars, material change reports, technical reports, press releases and all documents filed publicly by the Issuer on SEDAR;
(mm) "Issuer Interim Statements" means the unaudited consolidated interim financial statements of the Issuer for the nine months ended September 30, 2019 and 2018, as filed on SEDAR with the applicable Canadian securities regulators;
(nn) "Issuer Name Change" has the meaning ascribed thereto in Section 3.4;
(oo) '·Issuer Options" stock options issued pursuant to the Issuer's stock option plan in effect as of the Effective Date;

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(pp) "Issuer Shares" means together, the Issuer Common Shares and Issuer Class A Shares;
(qq) "Issuer Warrants" means the outstanding warrants of the Issuer exercisable for Issuer Common Shares at a price of \$0.54 per Issuer Common Share until May 24, 2020.
(rr) "Key Employees Shares'' has the meaning ascribed thereto in Section 3.3;
(ss) "Losses" has the meaning ascribed thereto in Section 7.5;
(tt) "Material Adverse Change" means any change (or any condition, event or development involving a prospective change) in the business, operations, results of operations, assets, capitalization, financial condition, licences, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise, of the party referred to which is, or would reasonably be expected to be, materially adverse to the business of such party other than a change: (i) which has prior to the Effective Date been publicly disclosed or otherwise disclosed in writing to the other party; or (ii) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada or elsewhere;
(uu) "Permits" means all licenses, permits and similar rights and privileges that are required and necessary under Applicable Law for the Issuer or CTS, as the case may be. to own and operate their assets and Business or for the status and qualification of the Issuer or CTS, as the case may be, to own and operate their assets and to carry on their Business;
(vv) ·'Person" means an individual, company, corporation, body corporate, partnership, joint venture, society, association, trust or unincorporated organization, or any trustee, executor, administrator, or other legal representative;
(ww) "Regulatory Approval" means any required Exchange approval of the Transaction;
(xx) "Resnlting Issuer" means the Issuer upon completion of the Transaction, having CTS as a wholly-owned subsidiary thereof;
(yy) "Resulting Issner Shares" means the Issuer Shares of the Resulting Issuer;
(zz) "Secnrities Laws" means the securities legislation of each province where the Issuer is a reporting issuer as amended and restated from time to time including all applicable national, multilateral and provincial instruments, blanket rulings, orders and policy statements;
(aaa) "SEDAR" means the System for Electronic Document Analysis and Retrieval developed by the Canadian Securities Administrators;
(bbb) "Tax Act" means the Income Tax Act (Canada), as amended and restated from time to time;
(ccc) '"Termination Date" has the meaning ascribed thereto in Section lO(b);
(ddd) "Time of Closing" means 1 I :00 a.m. Pacific Time on the Closing Date or such other time upon which the Issuer and CTS mutually agree;

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(eee) 'Third Party" has the meaning ascribed thereto in Section 11.4;
(fff) '"Third Party Claim" has the meaning ascribed thereto in Section 11.4; and
(ggg) '·Transaction" means the Consolidation and the Acquisition.

Schedules -The following schedules attached hereto constitute a part of this Agreement:

Schedule A-CTS Shareholders & Pro Forma Capitalization

Schedule B - Signature pages of the CTS Shareholders

^l .2 Schedule References Wherever any provision of any schedule to this Agreement conflicts with any provision in the body of this Agreement, the provisions of the body of this Agreement shall prevail. References herein to a schedule shall mean a reference to a schedule to this Agreement. References in any schedule to this Agreement shall mean a reference to this Agreement. References to any schedule to another schedule shall mean a reference to a schedule to this Agreement.
1.3 Headings The headings in this Agreement are for reference only and do not constitute terms of this Agreement.
1.4 Interpretation Whenever the singular or masculine is used in this Agreement the same shall be deemed to include the plural or the feminine or the body corporate as the context may require. As used in this Agreement, "or" is not exclusive and "'including" is not limiting, whether or not non-limiting language (such as "without limitation") is used with reference to it.
1.5 Currency Unless otherwise stated, all references to money in this Agreement shall be deemed to be references to the currency of Canada.
1.6 Knowledge Where a representation or warranty is made in this Agreement on the basis of the knowledge or the awareness of the party, such knowledge or awareness consists the actual knowledge or awareness after having made due enquiry of appropriate and relevant subject matter, as of the date of this Agreement, of that party, if an individual or of the directors and senior executive officers of that party if it is a corporation or a similar entity, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed third party knowledge.

2. PURCHASE AND SALE

2.1 Agreement Upon and subject to the terms and conditions of this Agreement, each CTS Shareholder hereby agrees, to the extent applicable to it, to sell, transfer and convey to the Issuer, and the Issuer agrees to purchase, all and no less than all of the CTS Shares owned by such CTS Shareholder as set forth and described in Schedule A, at the Time of Closing for a deemed consideration of \$4,687.50 per CTS Share, to be satisfied by the issuance of the Issuer Consideration Shares, each at a deemed price of \$0.05 on the basis of 93,750 Issuer Consideration Shares for each one (1) CTS Share held, subject to adjustment as may be agreed upon in writing by the Issuer and CTS.
2.2 Issuer Consideration Shares The Issuer Consideration Shares shall be issued in exchange for the CTS Shares as set forth and described in Schedule A and the pro forma capitalization of the Issuer at the Time of Closing is set out in Schedule A.
2.3 Purchase of Entire Interest lt is the understanding of the parties hereto that this Agreement provides for the purchase of all of the CTS Shares that are owned or held by the CTS Shareholders at the Time of Closing, whether same are owned as at Effective Date or to be acquired after the Effective Date and prior to the Time of Closing and the CTS Shareholders therefore covenant and agree with the Issuer

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that, if prior to the Time of Closing, they acquire any further CTS Shares, in addition to those set forth in this Agreement, then such CTS Shares shall be subject to the terms of this Agreement and such CTS Shares shall be delivered or such rights shall be transferred to the Issuer at the Time of Closing, without the payment of any additional or further consideration.

2.4 Restriction on Resale CTS will use its commercially reasonable efforts to cause any CTS Shareholders required by the Exchange or Applicable Law in respect of their Issuer Consideration Shares to enter into an escrow agreement in the prescribed form or accept their Issuer Consideration Shares with such resale restrictions as may be required by the Exchange or Applicable Law.
2.5 Delivery of Shares Subject to the fulfilment of all of the terms and conditions hereof (unless waived as herein provided), at the Time of Closing, the CTS Shareholders shall be deemed to have delivered to the Issuer certificates or equivalents representing the CTS Shares to the Issuer.
2.6 Acknowledgements Each CTS Shareholder hereby acknowledges and agrees with the Issuer as follows:
(a) the transfer of the CTS Shares to the Issuer and the issuance of the Issuer Consideration Shares to the CTS Shareholders will be made pursuant to appropriate exemptions (the "Exemptions") from the formal takeover bid and prospectus (or equivalent) requirements of applicable securities laws;
(b) as a consequence of acquiring the Issuer Consideration Shares pursuant to the Exemptions:
- (i) the Issuer is relying on an exemption from the requirements to provide the CTS Shareholders with a prospectus and to, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies otherv,,rise provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the CTS Shareholders;
- (ii) the CTS Shareholders will not receive information that might otherwise be required to be provided to the CTS Shareholders, and the Issuer is relieved from certain obligations that would otherwise apply under the Securities Laws if the Exemptions were not being relied upon by the Issuer;
- (iii) there is no government or other insurance covering the Issuer Consideration Shares;
- (iv) there are risks associated with the acquisition of the Issuer Consideration Shares; and
- (v) no securities comm1ss10n, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Issuer Consideration Shares;
( c) the CTS Shareholder is knowledgeable of or has been independently advised as to the Applicable Law of the jurisdiction which applies to the sale of the CTS Shares and the issuance of the Issuer Consideration Shares and which may impose restrictions on the resale of such Issuer Consideration Shares in that jurisdiction and it is the responsibility of each CTS Shareholder to become aware of what those resale restrictions are and to comply with them before selling any of the Issuer Consideration Shares; and

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(d) the Issuer Consideration Shares may be subject to certain resale restrictions under Applicable Law and the CTS Shareholders agree to comply with such restrictions and the CTS Shareholders also acknowledge that the certificates or for the Issuer Consideration Shares may bear an applicable legend or legends respecting restrictions on transfers as required under Applicable Law if and as required by Section 2.4 of this Agreement (or legend notation on each applicable Issuer Consideration Security issued electronically in a direct registration system) and that each CTS Shareholder has been advised to consult its own legal advisor with respect to applicable resale restrictions and that each is solely responsible for complying with such restrictions.

2.7 Tax Election

(a) The Issuer will jointly elect with any CTS Shareholder, if such CTS Shareholder is eligible to make such an election and requests the Issuer to make such an election, in accordance with the provisions of this Section 2.7 (the "Electing Shareholder"), to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the CTS Shares by the Electing Shareholder to the Issuer in consideration for the issuance of the respective Issuer Consideration Shares contemplated by this Agreement. In order to make an election under subsection 85(1) of the Tax Act, the Electing Shareholder must provide to the Issuer, at the address set out in this Agreement within 90 days following the Closing Date, two signed copies of Canada Revenue Agency Form T2057 duly completed with the details of the respective number of CTS Shares transferred by the Electing Shareholder and the applicable elected amount(s) for the purposes of the election. The elected amount specified in the election form must be an amount that is not less than the cost amount to the Electing Shareholder at the Closing Date of the CTS Shares transferred by the Electing Shareholder, and not greater than the fair market value at the Closing Date of the CTS Shares transferred by the Electing Shareholder.
(b) If the Issuer receives an election form that the Issuer determines is not completed, is incorrectly completed, or if the applicable CTS Shareholder is not eligible to make an election under subsection 85( 1) of the Tax Act, the Issuer will not sign the election form and shall deliver the unsigned form back to the CTS Shareholder by mail within IO days with an explanation. If applicable, the CTS Shareholder will have the option of resubmitting the corrected election form for signature by the Issuer based on the terms above.
(c) Despite the Issuer's right to refuse to sign an election form in the foregoing circumstances, the Issuer's obligation under this Section 2.7 is limited to executing such election provided by the CTS Shareholder and delivering such executed election to the particular CTS Shareholder within ten (10) business days of receipt by the Issuer. 1t shall be the sole responsibility of the CTS Shareholder to determine such CTS Shareholder's eligibility to make the election under subsection 85(1) of the Tax Act, to complete the election form other than the signature of the Issuer, and to file the completed and signed election form within the time period designated for doing so pursuant to the Tax Act, and the Issuer shall not be responsible for determining eligibility of the CTS Shareholders to make the election, for the preparation of any election form, for verifying the accuracy of the information contained in any election form, or for tiling any election fonm. lf an Electing Shareholder who has completed and tiled an election under subsection 85(1) of the Tax Act subsequently wishes to amend the election, the Issuer covenants and agrees to complete an amended election form for that purpose based on the terms above.
2.8 Agreement to be Bound Each Person who becomes a CTS Shareholder subsequent to the Effective Date or acquires additional CTS Shares subsequent to the Effective Date must concurrently with

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becoming a CTS Shareholder or acquiring such additional CTS Shares execute and deliver to CTS and the Issuer an Agreement to be Bound.

3. CHANGE IN DIRECTORS AND OFFICERS OF CTS AND THE ISSUER; NAME CHANGE OF THE ISSUER; CONSOLIDATION

3.1 Resignations - At the Time of Closing, the Issuer shall deliver the resignations of the following directors and/or officers of the lssuer who are not continuing as directors and/or officers of the Resulting Issuer, namely James Cerna, Rob Kang, Anthony Cerna, Charles Berman, Patrick Quilter, and Zachary Dymala-Dolesky.

3.2 New directors and officers

(a) Effective as of the Time of Closing and subject to prior Exchange approval, the directors and officers of the Resulting Issuer will consist of:

Mitchell Geisler Chief Executive Officer and Director

Robert Landau Chief Financial Officer and Director

Jeffrey Stevens Director

Melanie Salvador Director

or such other persons as the Issuer and CTS may mutually agree.

(b) Effective as of the Time of Closing, the Issuer shall cause its subsidiary, Fogchain Inc., to appoint such officers and directors as CTS may direct.
3 .3 Key Employee Contracts At or before the Time of Closing and subject to their approval as officers and/or directors of the Issuer by the Exchange, the Issuer shall enter into employment or management consulting agreements with Mitchell Geisler and Robert Landau (the ''Key Employees") on such terms and conditions as are mutually agreeable between the Issuer and the Key Employees. In connection with such contracts, the Issuer agrees, subject to the approval of the Exchange, to issue, as a signing bonus, 2,500,000 Resulting Issuer Shares (the "Key Employees Shares") at a deemed price \$0.05 per Resulting Issuer Share to each Key Employee for an aggregate of 5,000,000 Resulting Issuer Shares, such Resulting Issuer Shares to be subject to applicable resale restrictions under the Securities Laws and the policies of the Exchange.
3.4 Name Change At or before the Time of Closing, the Issuer will (i) effect a change of its name to "RSI Health Inc." or such other name as may be mutually agreed upon by the Issuer and CTS and acceptable to the Exchange and the Companies and Personal Property Security Branch under the Business Corporations Act (Ontario) and (ii) effect a change of its Exchange trading symbol to such other trading symbol as may be requested by CTS and acceptable to the Exchange (the "Issuer Name Change").
3.5 Consolidation -at or before the Time of Closing, the Issuer will effect the Consolidation. The Issuer Consideration Shares issuable pursuant to this Agreement will be issued after the Consolidation on a post-Consolidation basis.
3.6 PIFs CTS shall deliver to the Issuer (for further delivery by the Issuer to the Exchange) a Personal Information/Consent Form duly completed by each of the proposed directors and officers and of the Resulting Issuer identified above, on or before the Closing Date.

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4. COVENANTS AND AGREEMENTS

4.1 Given by CTS- CTS covenants and agrees with the Issuer that it will:
(a) permit representatives of the Issuer, at their own cost, reasonable access during normal business hours to CTS' Documents including. without limitation, all of the assets, contracts, financial records and minute books of CTS, so as to permit the Issuer to make such investigation of CTS as the Issuer deems reasonably necessary;
(b) assist in the completion of any steps required in any other jurisdictions where CTS holds assets, which the Issuer may deem reasonably necessary to complete the Transaction;
(c) provide to the Issuer all such further documents, instruments and materials and do all such acts and things as may be reasonably required by the Issuer to seek the Regulatory Approval, including, without limiting the foregoing, all relevant information concerning it and its business, assets, operations and financial statements for inclusion in any public disclosure document to be prepared by the Issuer in connection with the Transaction;
(d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of CTS, carry on the Business of CTS in the ordinary course in a reasonable and prudent manner consistent with past practice;
(e) use its commercially reasonable efforts to obtain all required third party consents, Permits, approvals, authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement, including obtaining any shareholder approvals, consents or agreements as may be required under Applicable Laws the rules and policies of the Exchange and the constating documents of CTS to be able to fulfill its obligations hereunder and in connection with the delivery of all of the CTS Shares on Closing;
(f) co-operate with the Issuer, in the Issuer's efforts and at the Issuer's expense. to obtain the Regulatory Approval with respect to:
- (i) the Transaction; and
- (ii) such other documents as the Issuer may reasonably request in order to obtain the Regulatory Approval;
(g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out Section 6.1 and 6.2 so as to close the Transaction and all related transactions by the Closing Date;
(h) from and including the Effective Date through to and including the Time of Closing, except as set out in this Agreement, not enter into any agreement or understanding with any other party to issue any securities of CTS without the prior written consent of the Issuer;
(i) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations

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with, any Person ( other than the Issuer), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any shares or material assets or part thereof of CTS;

U) make other necessary filings and applications under Applicable Laws required on the part of it in connection with the transactions contemplated herein;
(k) use its commercially reasonable efforts to operate its Business so that all of the representations and warranties of it contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein;
(I) notify the Issuer immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and
(m) from and including the Effective Date through to and including the Time of Closing, ensure that it complies in all material respects with the foregoing covenants of this Agreement.
4.2 Given by the Issuer the Issuer covenants and agrees with CTS and the CTS Shareholders that the Issuer will:
(a) permit representatives of CTS and the CTS Shareholders reasonable access during normal business hours to the Issuer's Documents including. without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as CTS and the CTS Shareholders deem reasonably necessary;
( b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares to the CTS Shareholders on Closing;
(c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice;
(d) use its commercially reasonable efforts to obtain, in a timely manner, the Regulatory Approval for the Transaction;
( e) take all necessary corporate action to seek shareholder approval of the Issuer Name Change and Consolidation prior to or concurrently with Closing;
(f) use its commercially reasonable efforts to obtain Exchange approval of the listing of the Issuer Consideration Shares on the CSE;
(g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date;
(h) use its commercially reasonable efforts to conduct its Business so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except

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to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein;

(i) from and including the Effective Date through to and including the Time of Closing, other than in connection with the transfer of listing from one Exchange to another in connection with Closing, to use its commercially reasonable efforts to ensure that the Issuer Shares remain listed on the CSE;
(j) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing;
(k) notify CTS immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and
(I) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

5. TRANSACTION EXPENSES

5.1 Subject to the finder's fees in section 5.2 below, each of the parties to this Agreement will bear all costs and expenses incurred by such party in negotiating and preparing this Agreement and in Closing and carrying out the transactions contemplated by this Agreement. All costs and expenses related to satisfying any condition or fulfilling any covenant contain in this Agreement will be borne by the party whose responsibility it is to satisfy the outstanding condition or fulfill the covenant in question.
5.2 The parties agree that, at the Time of Closing, subject to the approval of the CSE, a Transaction finder's fee of\$34,500 shall be payable to Jeff Stevens and Justin Gawn (together, the "Finders"). such fee to be satisfied by the issuance of 690.000 post-consolidated common shares by the Issuer at a deemed price of \$0.05 per share (the "Finder's Shares"). The Finder's Shares if approved by the CSE, shall be subject to resale restrictions as may be applicable under Securities Laws.

6.CONDITIONS PRECEDENT

6.1 In Favour of all Parties The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Time of Closing or such other time as herein provided:
(a) approval of the directors of the Issuer of the Transaction;
(b) approval of the shareholders of the Issuer of the Transaction;
(c) approval of the directors ofCTS of the Transaction;
(d) approval of the CTS Shareholders of the Transaction;
(e) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including the Transaction;
(f) there being no prohibition at law against closing of the Transaction;

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(g) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons. authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of the Regulatory Approval; and
(h) this Agreement shall have not been terminated in accordance with Section 10 of this Agreement.

The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and CTS for itself and on behalf of the CTS Shareholders, in whole or in part on or before the Time of Closing.

6.2 In Favour of the Issuer the Issuer's obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:
(a) the CTS Shareholders and CTS shall have tendered all closing deliveries set forth in Section 8.2, respectively, including delivery of their CTS Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the CTS Shares to the Issuer acceptable to the Issuer, acting reasonably;
(b) the CTS Shareholders and CTS shall have materially complied with all of their respective covenants and agreements contained in this Agreement;
(c) the representations and warranties of CTS set forth in this Agreement shall have been true and correct as of the Effective Date and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality qualifier) or in all material respects (in the case of any representation or warranty without any materiality qualifier) and a certificate of a senior officer of CTS to this effect shall have been delivered to the Issuer;
(d) the representations and warranties of the CTS Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Time of Closing and delivery by each CTS Shareholders of the documents described in Section 8.2 required to be delivered by such CTS Shareholders shall constitute a reaffirmation and confirmation by such CTS Shareholders of such representations and warranties;
(e) the Issuer shall be satisfied with the results of its due diligence investigations relating to CTS, acting reasonably;
(f) the Issuer will have determined in its sole judgrnent, acting reasonably, that no Material Adverse Change in the condition of CTS, during the time between the Effective Date and the Time of Closing, has occurred;
(g) there being no legal proceeding or regulatory actions or proceedings against CTS at the Time of Closing which may, if determined against the interest of CTS that would cause a Material Adverse Change to CTS; and
(h) all corporate and other proceedings in connection with the Transaction and all related documents (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer's counsel,

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each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request.

The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by the Issuer in whole or in part on or before the Time of Closing.

6.3 In Favour of CTS and the CTS Shareholders The respective obligations of CTS and the CTS Shareholders under this Agreement are subject to the fulfilment of the following conditions:
(a) the Issuer shall have tendered all closing deliveries set forth in Section 8.3;
(b) the Issuer shall have materially complied with all of its covenants and agreements contained in this Agreement;
(c) the Issuer shall have net working capital of \$150,000 m cash at the Time of Closing;
(d) the representations and warranties of the Issuer contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by the Issuer as of the Time of Closing;
(e) all documents and steps necessary, in the view of counsel to CTS. acting reasonably, to complete the issuance of the Issuer Consideration Shares to the CTS Shareholders in accordance with this Agreement and the Transaction shall have been delivered and completed at Closing;
(f) the completion of the Consolidation before or concurrently at the Closing Time; and
(g) all corporate and other proceedings in connection with the transactions contemplated at the Closing and related documents (including documents to be delivered pursuant to Section 8.3), will be completed and satisfactory in form and substance to CTS and CTS's counsel, each acting reasonably, and they will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request.

The conditions precedent set forth above are for the exclusive benefit of the CTS and the CTS Shareholders and may be waived by CTS for itself and on behalf of the CTS Shareholders, in whole or in part on or before the Time of Closing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Concerning the Issuer In order to induce CTS and the CTS Shareholders to enter into this Agreement and complete their respective obligations hereunder, the Issuer represents and warrants to CTS and the CTS Shareholders that:
(a) the Issuer is a valid and subsisting corporation incorporated under the laws of Ontario;
(b) the Issuer is a "reporting issuer" in British Columbia, Alberta. Saskatchewan, Manitoba, Ontario, Newfoundland, Prince Edward Island, News Brunswick, and Nova Scotia, as that term is defined in the Securities Laws, is not in material default of any requirement of the Securities Laws and is not noted as being a "defaulting reporting issuer" (or any analogous terms) in any such jurisdiction;

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( c) the Issuer has full corporate power and authority to carry on its Business as now carried on by it. to enter into this Agreement, subject to shareholder approval, to complete the Transaction. This Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered:
(d) the authorized capital of the Issuer consists of an unlimited number of common shares, of which, as of the Effective Date, 78,365,224 Issuer Common Shares and 16,767,000 Issuer Class A Shares are issued and outstanding as fully paid and nonassessable;
(e) as of the Effective Date, there are 686,255 Issuer Warrants outstanding;
(f) as of the Effective Date, there are 1,907,500 Issuer Options outstanding;
(g) except for the holders of the securities set out in Sections 7.1 (e) and 7.1 (f), no Person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital;
(h) other than as set out in Sections 7. I ( e) and 7. I ( f), there are no other Issuer Shares or securities convertible, exercisable or exchangeable into Issuer Shares issued or outstanding;
(i) the Issuer Disclosure Record do not contain any misrepresentations (as such term is defined in the Securities Laws) and do not omit to state a material fact (as such term is defined in the Securities Laws) which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made;
U) the Issuer Annual Statements and Issuer Interim Statements, have been prepared in accordance IFRS and/or generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute. contingent or otherwise) of the Issuer, as of the date thereof, and there has been no Material Adverse Change in the financial position of the Issuer since the date of the Issuer Interim Statements;
(k) the Issuer has complied m all material respects with the Securities Laws, in relation to the issue of its securities;
(I) the Issuer is not a party to any actions, suits or proceedings which could materially affect its Business or financial condition, and to the best of the Issuer's knowledge, no such actions, suits or proceedings are contemplated or, have been threatened;
(m) there are no judgments against the Issuer which are unsatisfied� nor are there any consent decrees or injunctions to which the Issuer is subject;
(n) other than the cessation of trading in connection with the Transaction, no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale

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of such securities has been issued to and is outstanding against the Issuer; and no investigations or proceedings for such purposes are pending or threatened;

(o) the Issuer has filed all federal, provincial and local tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any Governmental Authority, to the extent that any of the foregoing is due and payable;
(p) there are no liens for taxes on the assets of the Issuer, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer, and there are no claims which have been or may be asserted relating to any such tax returns by a Governmental Authority;
(q) other than accrued legal/accounting fees, amounts for expenses incurred on behalf of the Issuer in the ordinary course of business, the Issuer does not have any loans or other indebtedness outstanding;
(r) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim, or the period for the collection or assessment or reassessment of taxes due from the Issuer for any taxable period and no request for any such waiver or extension is currently pending;
(s) the Issuer does not have any material outstanding indebtedness or liabilities and is not party to or bound by any guarantee or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person that are material to the Issuer, other than those specifically identified in the Issuer Interim Statements or incurred in the ordinary course of business since the date of the Issuer Interim Statements;
(t) the execution and delivery of this Agreement by the Issuer and the performance of its obligations under this Agreement do not:
(i) conflict with, or result in a material breach or the acceleration of any indebtedness under, or constitute default under the constating documents of the Issuer, or any agreement to which the Issuer is a party or any judgment or order of any court or administrative body of any kind whatsoever by which the Issuer is bound;
(ii) result in the material violation of any Applicable Law by the Issuer; or
(iii) violate the constating documents of the Issuer, or any resolutions of the directors or shareholders of the Issuer;
(u) the financial books, records and accounts of the Issuer have in al I material respects, been maintained in accordance with Applicable Law, in accordance with applicable accounting standards and, in each case, are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Issuer and accurately and fairly reflect the basis for all financial statements filed in the Issuer Disclosure Record, including the Issuer Annual Statements and Issuer Interim Statements;
(v) all of the material transactions of the Issuer have been recorded or filed in, or with, the books or records of the Issuer and the minute books of the Issuer contain all records of the material meetings and proceedings of shareholders and directors of the Issuer

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actually held since its incorporation, as well as the current constating documents of the Issuer, and no modifications or alterations to such constating documents have been proposed or approved by its shareholders or directors;

(w) except as disclosed in the Issuer Disclosure Record, there are no material claims actions, suits, grievances, complaints or proceedings pending or, to the knowledge of th� Issuer, threatened affecting the Issuer. The Issuer is not subject to any outstanding material judgment, order, writ, injunction or decree;
(x) upon their issuance, the Issuer Consideration Shares will be validly issued and outstanding as fully paid and non-assessable shares of the Issuer registered in accordance with the instructions provided by each CTS Shareholder on its respective execution page hereof; and
(y) since September 30, 2019, there has not been any Material Adverse Change to the financial position or condition of the Issuer or any damage, loss or other change in circumstances materially affecting the Business or capacity of the Issuer to carry on its Business; and
(z) to the knowledge of the Issuer, no representation or warranty of Issuer contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
7.2 Concerning CTS In order to induce the Issuer to enter into this Agreement and complete its obligations hereunder CTS represents and warrants to the Issuer that:
(a) CTS is a valid and subsisting corporation duly incorporated and validly existing under the laws of Canada;
(b) CTS is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;
(c) CTS has full corporate power and authority to carry on its Business as now carried on by it, to enter into this Agreement and will have at the Time of Closing, full power and authority to complete the Transaction and related transactions and to carry out its obligations hereunder. This Agreement has been, and the Transaction will be at the Time of Closing, duly authorized by all necessary shareholder and corporate action on the part of CTS, and this Agreement constitutes a valid and binding obligation of CTS in accordance with its terrns, subject, however, to limitations imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance or an injunction are granted at the discretion of a court of competent jurisdiction;
(d) CTS is in material compliance with all Applicable Laws in the jurisdictions in which it carries on business and which may materially affect CTS, has not received a notice of non-compliance, nor does CTS know of any facts that could give rise to a notice of such non-compliance with any Applicable Laws and CTS is not aware of any pending change or contemplated change to any Applicable Law or governmental position that would materially affect the Business of CTS or the Business or legal environment under which CTS operates;

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(e) the business of CTS is materially in compliance with Public Hospitals Act (Ontario) and Personal Health Information Act, 2004 (Ontario);
(f) as of the Effective Date, the authorized capital of CTS consists of an unlimited number of common shares, of which 160 CTS Shares, registered in the names of the CTS Shareholders, are issued and outstanding as fully paid and non-assessable, and, to the knowledge of CTS, except as set out in schedule 7.2(f), such CTS Shares are free and clear of all liens, charges or Encumbrances of any kind whatsoever. No Person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of CTS or any other security convertible into or exchangeable for any such shares, or to require CTS to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital;
all securities of CTS have been issued in compliance with Applicable Laws including the Securities Laws. There are no securities of CTS outstanding, other than the CTS Shares, which have the right to vote generally at meetings of CTS Shareholders. There are no outstanding contractual or other obligations of CTS to repurchase, redeem or otherwise acquire any of CTS' securities. There are no outstanding bonds, debentures or other evidences of indebtedness of CTS having the right to vote at meetings of CTS Shareholders on any matters;
(h) all financial, marketing, sales and operational information provided to the Issuer does not contain any misrepresentations (as such term is defined in the Securities Act) and do not omit to state a material fact (as such term is defined in the Securities Act) which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made;
(i) all financial statements of CTS, including the CTS Financial Statements, have been prepared in accordance with IFRS and/or generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of CTS, as of the date thereof, and there has been no Material Adverse Change in the financial position of CTS since the date of the CTS Financial Statements and the Business of CTS has been carried on in the usual and ordinary course consistent with past practice since the date thereof;
(j) CTS has complied fully in all material respects with the requirements of all Applicable Laws Securities Act, in relation to the issue of its securities;
(k) CTS has made available to the Issuer for inspection true and complete copies of all material contracts to which CTS is a party and that are currently in force (the "CTS Material Contracts"). The CTS Material Contracts are in full force and effect, and CTS is entitled to all rights and benefits thereunder in accordance with the terms thereof. All the CTS Material Contracts are valid and binding obligations, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. CTS has complied in all material respects with all terms of the CTS Material Contracts, has paid all amounts due thereunder if, as and when due, has not waived any rights thereunder and no material default or breach exists in respect thereof on the part of CTS or, to the knowledge of CTS, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both,

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could constitute such a default or breach or trigger a right of termination of any of the CTS Material Contracts;

(I) except as disclosed to the Issuer in writing, there are no material claims actions suits, grievances, complaints or proceedings pending or, to the knowledge 'of CTS: threatened affecting CTS or affecting its property or assets at law or in equity before or by any Governmental Authority, including matters arising under Environmental Laws. Neither CTS nor its assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree;
(m) CTS has obtained and is in compliance with all Permits required by Applicable Laws necessary to conduct its Business as now being conducted. To the knowledge of CTS, there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or be in compliance with the Permits as are necessary to conduct its Business;
(n) there are no judgments against CTS that are unsatisfied, nor are there any consent decrees or injunctions to which CTS is subject;
(o) CTS is not subject to any regulatory decision or order prohibiting or restricting transfer of its securities;
(p) to the best of CTS's knowledge, there are no material liabilities of CTS, whether direct, indirect, absolute, contingent or otherwise, except as disclosed in the CTS Financial Statements and related to the ordinary course of the Business ofCTS;
(q) CTS has filed all federal, provincial, local and foreign tax returns that are required to be filed, or has requested extensions thereof, and has paid al I taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any Governmental Authority, to the extent that any of the foregoing is due and payable;
(r) there are no liens for taxes on the assets of CTS, except for taxes not yet due, and there are no audits of any of the tax returns of CTS, and there are no claims which have been or may be asserted relating to any such tax returns by a Governmental Authority;
(s) other than accrued legal/accounting fees an trade payables incurred in the ordinary course of business, CTS does not have any loans or other indebtedness outstanding;
(t) other than as set out in schedule 7.2(u), there are no security interests in CTS or any of its affiliates;
(u) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim, or the period for the collection or assessment or reassessment of taxes due from CTS for any taxable period and no request for any such waiver or extension is currently pending;
(v) to the best of CTS's knowledge, CTS is not aware of any material contingent tax liabilities of CTS of any kind whatsoever or any grounds which would prompt a reassessment of CTS;
(w) CTS is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person that are material to CTS, other

{19}------------------------------------------------

than those specifically disclosed to the Issuer in writing prior to the Effective Date, or incurred in the ordinary course of business;

(x) CTS has the right to use, sell, license, sub-license and prepare derivative works for and dispose of and has the rights to bring actions for the infringement or misappropriation of the Intellectual Property used in the Business of CTS and CTS has not conveyed, assigned or encumbered any of the Intellectual Property rights owned, used by or licensed to CTS. CTS has made the registrations and filings in respect of Intellectual Property used in its Business as described in writing to the Issuer. The transactions contemplated hereby will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property right owned, used by or licensed to CTS, will not cause the forfeiture or termination of any Intellectual Property right owned, used by or licensed to CTS or in any way exclude the right of CTS to use, sell, license or dispose of or to bring any action for the infringement of any Intellectual Property right owned, used by or licensed to CTS (or any portion thereof). CTS has received no communication alleging that CTS has violated or, by conducting its business as proposed. would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other Person;
(y) the execution and delivery of this Agreement and the performance of CTS's obligations under this Agreement will not:
(i) conflict with, or result in the breach or the acceleration of, any security interest in CTS or its affiliates any indebtedness under, or constitute default under, the charter or constating documents of CTS, or any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which CTS is a party, or by which each one of them is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which each one of them is bound;
(ii) result in the violation of any law, ordinance, statute, regulation, by-law, order or decree of any kind whatsoever by CTS; or
(iii) violate the constating documents of CTS, or any resolutions of the directors or shareholders of CTS;
(z) CTS does not have any subsidiaries (as such term is defined in the Canada Business Corporations Act);
(aa) CTS is not a party to any employment, management or consulting agreement of any kind whatsoever except as disclosed in writing to the Issuer;
(bb) to the knowledge of CTS, CTS has in all material respects complied with and is not in violation of any Applicable Laws;
(cc) all of the material transactions of CTS have been recorded or filed in, or with, the books or records of CTS and the minute books of CTS contain all records of the material meetings and proceedings of shareholders and directors of CTS actually held since its incorporation, as well as the current constating documents of CTS, and no modifications or alterations to such constating documents have been proposed or approved by its shareholders or directors;
(dd) CTS is not a 'reporting issuer' or equivalent in any jurisdiction nor are any shares of CTS listed or quoted on any stock exchange or electronic quotation system; and

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(ee) to the knowledge of CTS, no representation or warranty of CTS contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
7.3 Concerning the CTS Shareholders In order to induce the Issuer to enter into this Agreement and complete its obligations hereunder, each of the CTS Shareholders severally represents and warrants to the Issuer solely with respect to itself that:
(a) if a corporation, it is a valid and subsisting corporation duly incorporated under the laws of the jurisdiction in which it is incorporated or formed;
(b) except as set out in schedule 7.2(f), it will be, at the Time of Closing, the legal and beneficial owner of the CTS Shares, registered in its name as set out in Schedule A. free and clear of all Encumbrances and has no right, title or interest in or to any additional shares or other securities of CTS;
(c) at the Time of Closing the CTS Shareholder will have complete and unrestricted right, power and authority to transfer legal and beneficial title in and to its CTS Shares to the Issuer, free and clear of all liens, claims, charges and Encumbrances whatsoever;
(d) the CTS Shareholder has not granted to anyone any option or right to acquire any of its CTS Shares;
(e) the entering into and performance of this Agreement and the transactions contemplated herein by it will not violate:
- (i) if a corporation, its constating documents;
- (ii) will not result in the creation or imposition of any Encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the CTS Shares, owned by it; or
- (iii) any statute, regulation, by law, order, judgment, or decree by which it is bound, except for such violations which would not have a Material Adverse Change on the CTS Shareholder;
(1) if a corporation, the CTS Shareholder has taken all necessary corporate action to permit and authorize the sale of its CTS Shares to the Issuer;
(g) it acknowledges and agrees to be bound by any restrictions on the resale of the Issuer Consideration Shares issued to it at the Closing that may be imposed by Applicable Law and/or the Exchange as contemplated by Section 2.4 of this Agreement;
(h) the CTS Shareholder is not a non-resident of Canada for purposes of the Tax Act; and
(i) the CTS Shareholder has been advised to obtain independent legal and tax advice prior to entering into this Agreement.
7.4 Survival The representations and warranties made by the parties under this Section 7 are true and correct as of the Effective Date and shall be true and correct at the Time of Closing as though they were made at that time, and should such not be the case, the parties to whom the representations and warranties were made shall be entitled, for a period of two years following the Closing (or, in the case of indemnity claims in respect of taxes, 60 days following the expiry ofthe applicable statute of limitations),

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to seek remedy against that party for any such misrepresentation or breach of representation or warranty, as applicable. After the expiration of such period, as applicable, no party shall have any further liability with respect to any breach of any representation or warranty contained herein, except for those alleged breaches for which notice has been given prior to the end of such period, as applicable.

7.5 Limitations on Representations and Warranties - The parties shall not be deemed to have made any representation or warranty other than as expressly made in Sections 7.1 to 7.3 hereof. Notwithstanding anything to the contrary contained herein, no party hereto shall be liable for any and all liabilities, claims (including securityholder actions, derivative or otherwise), actions, losses (other than loss of profits), costs, damages and expenses (including the aggregate amount paid in reasonable settlement of any action, suit, proceeding, investigation or claim) and the reasonable fees and expenses of their counsel (collectively "Losses") resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had actual knowledge of such breach or inaccuracy before Closing.

8. CLOSING

8.1 Closing Date The Closing shall take place digitally at the Time of Closing, or at such other time, date or place upon which CTS and the Issuer may mutually agree.
8.2 Deliveries by CTS and the CTS Shareholders At the Time of Closing, upon the fulfillment or waiver of all of the conditions set out in Section 6, CTS and the CTS Shareholders shall deliver to the Issuer the following:
(a) each CTS Shareholders will cause to be delivered:
- (i) with respect to each CTS Shareholder, share certificates evidencing the CTS Shares owned by such CTS Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers in a form satisfactory to the Issuer and its counsel, both acting reasonably; and
- (ii) if required by the Exchange to be delivered by such CTS Shareholder, an escrow agreement in a form satisfactory to the Exchange, among the Resulting Issuer, and escrow agent to be appointed by the Issuer and such CTS Shareholders as may be required by the Exchange to be parties thereto, duly executed by such CTS Shareholders.
(b) consents to act for proposed directors of the Resulting Issuer and personal information forms for proposed directors and officers of the Resulting Issuer described in Sections 3.2 and 3.6;
( c) a certified true copy of the register of the CTS Shareholders. showing the Issuer as the sole shareholder of CTS;
(d) a CTS Share certificate, registered in the name of the Issuer, representing 100% of the CTS Shares issued and outstanding;
(e) a certificate of one of CTS's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the articles and bylaws ofCTS (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of CTS approving the entering into of this Agreement and the completion of the Transaction; (iii) that all the shareholders of CTS have approved this Agreement and; (iv) as to the incumbency and genuineness of the signature of each

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officer of CTS executing this Agreement or any of the other agreements or documents contemplated hereby;

(f) the officer's certificate referred in Section 6.2(c);
(g) a certificate of compliance for CTS;
(h) an opinion of legal counsel, in such form acceptable to the Issuer, respecting certain corporate and securities matters normally dealt with in transactions of this nature including but not limited to that the issuance of the Key Employees Shares to the Key Employees complies with applicable corporate and securities laws;
(i) such other materials that are, in the opinion of the Issuer and its counsel acting reasonably, required to be delivered by the CTS Shareholders and by CTS in order for them to meet their obligations under this Agreement;
(j) evidence satisfactory to the Issuer and its legal counsel, acting reasonably, of the completion of all corporate proceedings of CTS and all other matters which, in the reasonable opinion of counsel for the Issuer, are necessary in connection with the transactions contemplated by this Agreement;
(k) consents from third parties required to be obtained by CTS and any of the CTS Shareholders, as applicable, in order to complete the Transaction with the determination of what consents are required by CTS and any of the CTS Shareholders in order to complete the Transaction to be made by the Issuer, acting reasonably, relying on advice from its legal counsel, including, but not limited to the consent (the "Flow Capital Consent") of Flow Capital (as defined herein) pursuant to the Royalty Agreement (as defined herein). The Flow Capital Consent must be obtained by January 10, 2020 or such later date as may be agreed to by the Issuer and CTS; and
(I) audited or reviewed, as applicable, CTS Financial Statements, (the "Audited CTS Financial Statements") audited or reviewed, as applicable, by SDVC LLP and such Audited CTS Financial Statements shall not contain a Material Adverse Change in the financial position ofCTS since the date of the CTS Financial Statements.
8.3 Deliveries by the Issuer At the Time of Closing, upon the fulfilment or waiver of all of the conditions set out in Section 6, the Issuer shall deliver to CTS, on its own behalf and on behalf of the CTS Shareholders:
(a) the Issuer Consideration Shares duly registered in accordance with the instructions provided by each CTS Shareholder on their respective execution page hereof;
(b) a certificate of one of the Issuer's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the articles and bylaws of the Issuer (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Issuer and shareholders of the Issuer approving, as applicable the entering into of this Agreement, the completion of the Transaction, including the issuance of the Issuer Consideration Shares, and (iii) as to the incumbency and genuineness of the signature of each officer of Issuer executing this Agreement or any of the other agreements or documents contemplated hereby;
( c) evidence of Regulatory Approval of the Transaction;

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(d) an opinion of legal counsel, in such form acceptable to CTS, acting reasonably, respecting certam corporate and securities matters normally dealt with in transactions of this nature;
(e) resignations of the directors and officers of the Issuer identified in Section 3.1 and a release of all claims against the Issuer up to the Time of Closing by each such director and officer in form satisfactory to CTS, acting reasonably;
(f) evidence satisfactory to CTS of the appointment of the directors and officers identified in Section 3 .2;
(g) evidence satisfactory to CTS of shareholder approval of the Issuer to the Transaction;
(h) evidence satisfactory to CTS of the completion of the Issuer Name Change;
(i) evidence satisfactory to CTS of the completion of the Consolidation; and
U) such other materials that are, in the opinion of CTS acting reasonably, required to be delivered by the Issuer in order for the CTS Shareholders and/or CTS to meet their obligations under this Agreement.

9. ORDINARY COURSE

Until the Time of Closing, neither CTS nor the Issuer shall, without the prior written consent of the other or as expressly contemplated herein, enter into any contract in respect of its business or assets, other than in the ordinary course of business and each of CTS and the Issuer shall continue to carry on its Business and maintain its assets in the ordinary course of business, with the exception of reasonable costs incurred in connection with the Closing, the Transaction and, without limitation, but subject to the above exceptions, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage in any extraordinary material transactions and shall make no distributions, dividends or special bonuses, shall not repay any shareholders' loans, or enter into or renegotiate any employment or consulting agreement, in each case without the prior written consent of the other.

10. TERMINATION

This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Issuer and CTS;
(b) by either CTS or the Issuer if the Closing shall not have been consummated on or prior to March 15, 2020 (the "Termination Date"), without liability to the terminating party on account of such termination; provided that the right to terminate this Agreement pursuant to this Section I 0(b) shall not be available to a party whose breach or violation of any representation, warranty, covenant, obligation or agreement under this Agreement has been the cause of or has resulted in the failure of the Closing to occur on or before the Termination Date;
(c) by the Issuer, ifthere has been a material breach by CTS or the CTS Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby which breach would result in the failure to satisfy one or more of the conditions set forth in Sections 6.2 which CTS or the CTS Shareholders, as applicable, fails to cure within ten (10) Business Days after written notice thereof is given by the Issuer;

{24}------------------------------------------------

( d) by CTS if there has been a material breach by the Issuer of any representation, warranty, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.3 which the Issuer fails to cure within ten (10) Business Days after written notice thereof is given by CTS;
(e) by the Issuer if the Audited CTS Financial Statements provided under Section 8.2(1) contain a Material Adverse Change in the financial position of CTS since the date of the CTS Financial Statements.
(/) by any party, if any permanent IOJunction or other order of a court or other competent authority preventing the Closing shall have become final and non-appealahle; provided, however, that no party shall he entitled to terminate this Agreement if such party's material breach of this Agreement or any of the documents contemplated hereby has resulted in such permanent injunction or order.

Upon termination of this Agreement in accordance with the terms hereof, the parties hereto shall have no further obligations under this Agreement, other than the obligations contained in Section 14.2 and Section 5.

11. INDEMNIFICATION

11.1 Indemnification by the Issuer- Subject to Section 7.4, the Issuer indemnifies and saves the CTS Shareholders and CTS harmless for and from:
(a) any loss, dan1ages or deficiencies suffered by the CTS Shareholders or CTS as a result of any breach of representation, warranty or covenant on the part of the Issuer contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
11.2 Indemnification by CTS Subject to Section 7.4, CTS indemnifies and saves the Issuer harmless for and from:
(a) any loss, damages or deficiencies suffered by the Issuer as a result of any breach of representation, warranty or covenant on the part of CTS contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
11.3 Indemnification by CTS Shareholders Subject to Section 7.4, each of the CTS Shareholders, on its own behalf, and not on behalf of any other CTS Shareholder, severally (and for greater certainty, not jointly with any other CTS Shareholder) indemnifies and saves the Issuer harmless for and from:
(a) any loss, damages or deficiencies suffered by the Issuer as a result of any breach by such CTS Shareholder or CTS of any representation, warranty or covenant on the part of such CTS Shareholder or CTS contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and

{25}------------------------------------------------

(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
11.4 Notice of Claim A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the '"Indemnifying Party") of any claim for indemnification pursuant to Sections 11.1, 11.2 and 11.3 (a "Claim", which term may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a Claim by a person not a party to this Agreement (a "Third Party") against the Indemnified Party (a ''Third Party Claim") or whether the Claim is by a party to this Agreement (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):
(a) the factual basis for the Claim; and
(b) the amount of the Claim or, if any amount is not then determinable, an approximate and reasonable estimate of the likely amount of the Claim.

11.5 Procedure for Indemnification

(a) Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30 day period ( or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.
(b) Third Party Claims. With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of such Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation. settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim.
1 I .6 General Indemnification Rules The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 11.1, 11.2 and 11.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 7.4;
(b) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a CTS Shareholder to any and all Indemnified Parties

{26}------------------------------------------------

under this Section 11 shall be limited to the amount paid to such Indemnifying Party in respect of its CTS Shares pursuant to Section 2.1; for greater certainty, no CTS Shareholder shall be liable. in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rat a share of the CTS Shares;

(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of CTS or the Issuer to any and all Indemnified Parties under this Section I 1 shall be limited to the value of the Issuer Consideration Shares issuable under this Agreement;
(d) if any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(e) except in the circumstance contemplated by Section 11.5, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(f) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(g) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(h) the provisions of this Section 11 shall constitute the sole remedy available to a party against another party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other party in this Agreement.

12. ACKNOWLEDGEMENT OF CTS SHAREHOLDERS

12.1 The CTS Shareholders each acknowledge and agree that upon completion of the exchange of the CTS Shares for the Issuer Consideration Shares, any and all rights they may have in or to any securities of CTS shall automatically (without any further action) be terminated and no CTS Shareholder shall be entitled to any consideration in respect of same other than as explicitly set forth herein.

13. STANDSTILL AGREEMENT

From the Effective Date until the earlier of: (i) the Closing Date; (ii) the earlier termination of this Agreement, or (iii) the Termination Date, CTS and the lssuer will not. directly or indirectly, solicit, initiate, assist, facilitate, promote or encourage proposals or offers from, entertain or enter into discussions or negotiations with, or provide information relating to its securities or assets, business, operations, affairs or financial condition to any other Persons in connection with the acquisition or

{27}------------------------------------------------

distribution of any secunt1es of CTS or the Issuer, or any amalgamation, merger, consolidation, arrangement, restructuring, refinancing, sale of any material assets of CTS or the Issuer, unless such action, matter or transaction is: (i) part of the transactions contemplated in this Agreement, (ii) sa!Isfactory to, and is approved in writing in advance by CTS or the Issuer, as applicable; (iii) is necessary to carry on tbe normal course of Business of the Issuer or CTS, as applicable or (iv) is required as a result of the fiduciary duties of the directors and officers of the Issuer or CTS, as applicable.

14. PUBLIC DISCLOSURE

14.1 Restrictions on Disclosure · No disclosure or announcement, public or otherwise, in respect of this Agreement or the Transactions will be made by the Issuer or CTS without the prior written consent of the other as to timing, content and method, provided that the obligations herein will not prevent the Issuer or CTS from making such disclosure as its legal counsel advises is required by Applicable Law, including the rules and policies of the Exchange or as is required to carry out the Transactions.
14.2 Confidentiality Except with the prior written consent of the other, each of the Issuer or CTS and its respective employees, officers, directors, shareholders, agents, advisors and otber representatives will hold all information received from the Issuer or CTS, as applicable concerning any of the Issuer, CTS and the CTS Shareholders in strictest confidence and such information shall not be disclosed or used by the recipients thereof, except such information and documents available to the public or as are required to be disclosed by Applicable Law, including the rules and policies of the Exchange. All such information in written or electronic form and documents will be promptly returned to the party originally delivering them in the event that the transactions provided for in this Agreement are not completed.
14.3 Personal Information Each of the CTS Shareholders hereby consents to the disclosure of his. her or its personal information in connection with the transactions contemplated by this Agreement, including the Transaction, and acknowledges and consents to the fact that CTS and the Issuer are collecting the personal information (as that term is defined under applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect in Canada from time to time) of the CTS Shareholder for the purposes of completing this Agreement and the transactions contemplated hereby. Each CTS Shareholder acknowledges and consents to CTS and the Issuer retaining such personal information for as long as permitted or required by Applicable Law. Each CTS Shareholder further acknowledges and consents to the fact that CTS and the Issuer may be required by applicable securities legislation or the rules and policies of the Exchange to provide regulatory authorities with any personal information provided by tbe CTS Shareholders in this Agreement and each CTS Shareholder further consents to tbe public disclosure of such information by electronic filing or by any other means.

15. GENERAL

15.1 Time is of the Essence Time and each ofthe terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this paragraph or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies underthis Agreement.
15.2 Entire Agreement This Agreement constitutes the entire Agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein. In particular, upon the execution and delivery of this Agreement, the Letter of Intent dated November 4, 2019 made between the Issuer and CTS with respect to the Transaction is hereby terminated and of no further force and effect.

{28}------------------------------------------------

15.3 Independent Legal Advice, Each of the parties to this Agreement acknowledges and agrees that Sui & Company, Solicitors ("S&C") has acted as legal counsel to CTS and the CTS Shareholders, and McMillan LLP ("MM") has acted as legal counsel to the Issuer only, and not to any other party to this Agreement, and that MM has not been engaged to protect the rights and interests of any of the CTS Shareholders. Each of the CTS Shareholders acknowledges and agrees that CTS, the Issuer, the other CTS Shareholders, have been given adequate opportunity to seek, and have recommended that they seek and obtain, independent legal and taxation advice with respect to the subject matter of this Agreement and for the purpose of ensuring their rights and interests are protected. Each of the CTS Shareholders represents and warrants to the Issuer, CTS, MM and S&C that he/she/it has sought independent legal and taxation advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal and taxation advice.
15.4 Further Assurances -The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing, reasonably require of the others in order that the full intent and meaning of this Agreement is carried out. The provisions contained in this Agreement which, by their terms, require performance by a party to this Agreement subsequent to the Closing, shall survive the Closing.
15.5 Amendments No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid or binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in a form executed by CTS, the Issuer and all CTS Shareholders. Notwithstanding the foregoing, the provisions hereof may be altered, amended or modified on written consent of the Issuer and CTS only, provided such alteration, amendment or modification is made for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants, enforcement provisions, and release provisions (if any) as in the opinion of counsel acceptable to the Issuer and CTS are necessary or advisable, provided the same are not, in the opinion of counsel to the Issuer and CTS, prejudicial to the interests of the CTS Shareholders;
(b) adding to the covenants of the Issuer or CTS in this Agreement for the protection of the CTS Shareholders;
(c) providing for the issuance of an alternative number of the Issuer Consideration Shares hereunder and any consequential amendments hereto as may be required by the Issuer and CTS relying on the advice of counsel, provided the same are not, in the opinion of counsel to the Issuer and CTS, materially prejudicial to the interests of the CTS Shareholders;
(d) making such provisions not inconsistent with this Agreement as may be deemed necessary or desirable with respect to matters or questions arising hereunder, provided the same are not, in the opinion of counsel to the Issuer and CTS, prejudicial to the interests of the CTS Shareholders;
(e) to rectify any ambiguity, defective provision, clerical om1ss1on or mistake or manifest or other error contained herein or in any deed or agreement supplemental or ancillary hereto provided that, in the opinion of the counsel to the Issuer and CTS, the rights of the CTS Shareholders are not prejudiced thereby;
(f) adding to or altering the provisions hereof in respect of the transfer of securities and making provision for the exchange of securities of different denominations which do not affect the substance thereof; or

{29}------------------------------------------------

(g) _ for any other purpose not inconsistent with the provisions of this Agreement, provided that, in the opinion of counsel to the Issuer and CTS, the rights of the CTS Shareholders are in no way prejudiced thereby.
15.6 Notices Any notice or other communication to be given under this Agreement shall be in writing and shall be delivered by hand, e-mail or mail to the Issuer or CTS (on its own behalf and on behalf of the CTS Shareholders) at their following respective addresses:

To the Issuer:

FogChain Corp. 2050 - !055 West Georgia Street, Vancouver, BC V6E 3P3

Attention: Email: James Cerna [email protected]

With a copy to:

McMillan LLP 4400 - 181 Bay Street Toronto, ON MSJ 2T3

Attention: Raj Dewan

Email: [email protected]

To CTS or the CTS Shareholders:

Canadian Teleradiology Services, Inc. 304-85 Scarsdale Road North York, ON M3B 2R2

Attention: Email: Rob Landau [email protected]

With a copy to:

Sui & Company, Solicitors 1800- 130 King Street West Toronto, ON M5X IE3

Attention: Erwin Sui

Email: [email protected]

or to such other addresses as may be given in writing by the Issuer or CTS, in the manner provided for in this paragraph, and the party sending such notice should request acknowledgment of delivery and the party receiving such notice should provide such acknowledgment. Notwithstanding whether or not a request for acknowledgment has been made or replied to, whether or not delivery has occurred will be a question of fact. If a party can prove that delivery was made as provided for above, then it will constitute delivery for the purposes of this Agreement whether or not the receiving party acknowledged receipt.

15.7 Assignment -This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

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15.8 Governing Law· This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereby irrevocably and unconditionally attom to the jurisdiction of the Courts of Ontario.
15.9 Counterparts· This Agreement may be signed by fax, e-mail (scan) or other means of electronic transmission and in counterpart, and each copy so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.
15.10 Severability · If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.
l 5.l I Number and Cknder Unless the context of this Agreement otherwise requires, to the extent necessary so that each clause will be given the most reasonable interpretation, the singular number will include the plural and vice versa, the verb will be construed as agreeing with the word so substituted, words importing the masculine gender will include the feminine and neuter genders, words importing persons will include firms and corporations and words importing firms and corporations will include individuals.
15.12 Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns, trustees, representatives, heirs and executors.

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FOGCHAIN CORP.
Per: "James J. Cerna"
Authorized Signatory
CANADIAN TELERADIOLOGY SERVICES, INC.

Per: Authorized Signatory

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the Effective Date.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the Effective Date.

Per: Authorized Signatory

CANADIAN TELERADIOLOGY SERVICES, INC.

Per: "Mitchell Geisler"

Authorized Signatory

FOGCHAIN CORP.

{33}------------------------------------------------

SCHEDULE A - CTS SHAREHOLDERS & PRO FORMA CAPITALIZATION

This Schedule A is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

CTS Shareholders

Medical Imaging Corp. c/o #304 85 Scarsdale Road Toronto ON M3B 2R2	100	9,375,000
Mitchell Geisler c/o #304 85 Scarsdale Road Toronto ON M3B 2R2	33	3,093,750
Robert Landau c/o #304 85 Scarsdale Road Toronto ON M3B 2R2	27	2,531,250
TOTAL	160	15,000,000

{34}------------------------------------------------

Pro Forma Capitalization as of the Closing Time

	Resultin!! Issuer Shares Outstanding (as of the Closinl! Time)
ResultillJ!. Issuer Shares held bv former holders of Issuer Common Shares	5,224,348
Issuer Class A Shares	1,117,800
Resulting Issuer Shares issued lo CTS Shareholders	15,000,000
Resultin)( Issuer Shares issued to the Finders	690,000
Resulting Issuer Shares issued pursuant to employment agreement contingent upon Exchange anoroval	5,000,000
Total Outstandin!! Resultinl! Issuer Shares	27,032,148
Reserved for issuance pursuant to outstanding Options of the Resulting Issuer	127,167
Reserved for issuance oursuant to outstanding Warrants of the Resulting Issuer	45,750
Total Number of Resultin!! Issuer Shares on a fully diluted basis	27,205,065

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SCHEDULE B - Signatures of CTS Shareholders (Individual)

This Schedule B is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

CTS Shareholder Details:
Name of CTS Shareholder:	Mitchell Geisler
Address of CTS Shareholder:

Issuer Consideration Shares	Registration and Delivery Instructions:
Registered Name of Shareholder:	Mitchell Geisler
Address of Record for Shareholder:

Delivery Address (if different from address of record):
Contact Person Name:	Mitchell Geisler
Contact Person Telephone:
Contact Person Email Address:	[email protected]
indicated, the CTS Shareholder in Schedule A.	The undersigned agrees to be bound by the terms and conditions of the Agreement, and by signing where agrees to transfer to the Issuer all of the CTS Shares it owns, as set forth
WITNESSED BY:	) )
"Jennet Gouveia"	)
Signature	)
Name	) ) "Mitchell Geisler"
Address	) Print name: Mitchell Geisler ) )
Occupation	) ) )

{36}------------------------------------------------

SCHEDULE B - Signatures of CTS Shareholders (Corporation)

This Schedule B is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

CTS Shareholder Details:
Name of CTS Shareholder:	Medical Imaging Corp.
Address of CTS Shareholder:

Issuer Consideration Shares	Registration and Delivery Instructions:
Registered Name of Shareholder:	Medical Imaging Corp.
Address of Record for Shareholder:

Delivery Address (if different from address of record):
Contact Person Name:	Mitch Geisler
Contact Person Telephone:
Contact Person Email Address:	[email protected]
indicated, the CTS Shareholder in Schedule A. Corporate Name:	The undersigned agrees to be bound by the terms and conditions of the Agreement, and by signing where agrees to transfer to the Issuer all of the CTS Shares it owns, as set forth
Medical Imaging Corp.
Per: "Mitchell Geisler" Authorized Signatory
Name: Mitchell Geisler
Title: President

{37}------------------------------------------------

SCHEDULE B - Signatures of CTS Shareholders (Individual)

This Schedule B is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

CTS Shareholder Details:
Name of CTS Shareholder:	Robert Landau
Address of CTS Shareholder:

Issuer Consideration Shares	Registration and Delivery Instructions:
Registered Name of Shareholder:	Robert Landau
Address of Record for Shareholder:

Delivery Address (if different from address of record):

Contact Person Name:	Robert Landau
Contact Person Telephone:
Contact Person Email Address:	[email protected]
indicated, the CTS Shareholder in Schedule A.	The undersigned agrees to be bound by the terms and conditions of the Agreement, and by signing where agrees to transfer to the Issuer all of the CTS Shares it owns, as set forth
WITNESSED BY:	) )
"Jennet Gouveia"	)
Signature	) )
Name	) "Robert Landau"
Address	) Print name: Robert Landau ) )
Occupation	) ) )

{38}------------------------------------------------

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

TO:	CANADIAN TELERADIOLOGY SERVICES INC. ("CTS")
AND TO:	THE HOLDERS OF THE SECURITIES OF CTS (the "CTS Shareholders")
AND TO:	FOGCHAIN CORP. ("FogChain")
	"Agreement") among CTS, FogChain and the CTS Shareholders.	I, the beneficial owner of securities listed in the attached Exhibit "A" (the "Securities"), acknowledge that the Securities are subject to a securities exchange agreement dated, December 17, 2019 (the
		Terms capitalized but not defined herein shall have the meaning given to them in the Agreement.
	Securities as if I were an original signatory to the Agreement.	For other good and valuable consideration, I agree to be bound by the Agreement in respect of the
Dated at Toronto, Canada	on December 17, 2019.
	Where the beneficial owner of the Securities is an individual:
of:	Signed, sealed and delivered by  in the presence	) ) )
"Jennez Gouveia"		) )
Signature of Witness		) "Mitchell Geisler" )
Jennez Gouveia		) )
Name of Witness		) )
	Where the beneficial owner of the Securities is a corporation:
		
		Per:
		

{39}------------------------------------------------

Exhibit "A" to Schedule "C"

Name and Address of CTS Shareholder	Number of CTS Shares	Number of Issuer Consideration Shares to be Issued
Mitchell Geisler	33	3,093,750

{40}------------------------------------------------

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

TO:	CANADIAN TELERADIOLOGY SERVICES INC. ("CTS")
AND TO:	THE HOLDERS OF THE SECURITIES OF CTS (the "CTS Shareholders")
AND TO:	FOGCHAIN CORP. ("FogChain")
	"Agreement") among CTS, FogChain and the CTS Shareholders.	I, the beneficial owner of securities listed in the attached Exhibit "A" (the "Securities"), acknowledge that the Securities are subject to a securities exchange agreement dated, December 17, 2019 (the
		Terms capitalized but not defined herein shall have the meaning given to them in the Agreement.
	Securities as if I were an original signatory to the Agreement.	For other good and valuable consideration, I agree to be bound by the Agreement in respect of the
Dated at Toronto, Canada	on December 17, 2019.
	Where the beneficial owner of the Securities is an individual:
of:	Signed, sealed and delivered by  in the presence	) ) ) )
"Jennez Gouveia"		)
Signature of Witness		) "Robert Landau" ) )
Jennez Gouveia		)
Name of Witness		) )
	Where the beneficial owner of the Securities is a corporation:
		
		Per:
		

{41}------------------------------------------------

Exhibit "A" to Schedule "C"

Name and Address of CTS Shareholder	Number of CTS Shares	Number of Issuer Consideration Shares to be Issued
Robert Landau	27	2,531,250

{42}------------------------------------------------

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

TO:	CANADIAN TELERADIOLOGY SERVICES INC.			("CTS")
AND TO:	THE HOLDERS OF THE SECURITIES OF CTS			(the "CTS Shareholders")
AND TO:	FOGCHAIN CORP. ("FogChain")
	I, the beneficial owner of securities listed in the attached Exhibit "A" (the "Securities"), acknowledge that the Securities are subject to a securities exchange agreement dated, December 17, 2019 "Agreement") among CTS, FogChain and the CTS Shareholders.			(the
	Terms capitalized but not defined herein shall have the meaning given to them in the Agreement.
	For other good and valuable consideration, I agree to be bound by the Agreement in respect of the Securities as if I were an original signatory to the Agreement.
Dated at Toronto, Canada	on December 17, 2019.
	Where the beneficial owner of the Securities is an individual:
of: "Jennez Gouveia" Signature of Witness Jennez Gouveia Name of Witness	Signed, sealed and delivered by  in the presence	) ) ) ) ) ) ) ) ) ) )
	Where the beneficial owner of the Securities is a corporation:
			
			Per:	"Mitchell Geisler"
				

{43}------------------------------------------------

Exhibit "A" to Schedule "C"

Name and Address of CTS Shareholder	Number of CTS Shares	Number of Issuer Consideration Shares to be Issued
Medical Imaging Corp.	100	9,375,000

{44}------------------------------------------------

Schedule 7.2(1)

Encumbrances on CTS Shares

Share Pledge Agreement dated October I, 2018 between Medical Imaging Corp. ("MIC") and Flow Capital Corp. ("Flow") pursuant to which the 100 common shares of CTS held by MIC have been pledged to Flow as collateral in connection with an Amended and Restated Royalty Purchase Agreement dated October I, 2018 (the "Royalty Agreement").

{45}------------------------------------------------

Schedule 7.2(u)

Encumbrances on CTS

General Security Agreement between Canadian Teleradiology Services Inc. ("CTS'') and iCapital Financial Services Corp. ("iCapital'') dated December 5, 2018 pursuant to which CTS has granted a security interest to iCapital over all the assets and undertakings of CTS. present and future, as collateral for a term loan of \$143.000.

General Security Agreement between Flow Capital Corp., Flow Capital US Corp. (together, "flow Capital") and CTS dated October 1, 2018 pursuant to which CTS has granted a security interest to the Flow Capital over the Collateral (as therein defined) of CTS in connection with the Royalty Agreement.

Loan Agreement between Mitchell Geisler ("Geisler") and CTS as amended April 24. 2019 pursuant to which CTS granted a security interest to Geisler over any and all assets of CTS as collateral for a loan of \$100,655.

AI assistant

Sage Potash Corp. — M&A Activity 2026

48348_rns_2026-02-07_549a2633-d30b-448a-b1db-6682df9b816c.pdf

SECURITIES EXCHANGE AGREEMENT

WHEREAS:

1. INTERPRETATION

2. PURCHASE AND SALE

2.7 Tax Election

3. CHANGE IN DIRECTORS AND OFFICERS OF CTS AND THE ISSUER; NAME CHANGE OF THE ISSUER; CONSOLIDATION

3.2 New directors and officers

4. COVENANTS AND AGREEMENTS

5. TRANSACTION EXPENSES

6.CONDITIONS PRECEDENT

7. REPRESENTATIONS AND WARRANTIES

8. CLOSING

9. ORDINARY COURSE

10. TERMINATION

11. INDEMNIFICATION

11.5 Procedure for Indemnification

12. ACKNOWLEDGEMENT OF CTS SHAREHOLDERS

13. STANDSTILL AGREEMENT

14. PUBLIC DISCLOSURE

15. GENERAL

To the Issuer:

With a copy to:

To CTS or the CTS Shareholders:

With a copy to:

CANADIAN TELERADIOLOGY SERVICES, INC.

SCHEDULE A - CTS SHAREHOLDERS & PRO FORMA CAPITALIZATION

CTS Shareholders

Pro Forma Capitalization as of the Closing Time

SCHEDULE B - Signatures of CTS Shareholders (Individual)

SCHEDULE B - Signatures of CTS Shareholders (Corporation)

SCHEDULE B - Signatures of CTS Shareholders (Individual)

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

SCHEDULE C ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

Schedule 7.2(1)

Encumbrances on CTS Shares

Schedule 7.2(u)

Encumbrances on CTS

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