Ontario

Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises

Certificate of Arrangement

Certificat d'arrangement

Business Corporations Act

Loi sur les sociétés par actions

EVP CAPITAL INC.

Corporation Name / Dénomination sociale

2871161

Ontario Corporation Number / Numéro de société de l'Ontario

This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le

December 11, 2024 / 11 décembre 2024

V. Quintanilla W.
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Arrangement is not complete without the Articles of Arrangement

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintanilla W.
Director/Registrar

Le certificat d'arrangement n'est pas complet s'il ne contient pas les statuts d'arrangement

Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
V. Quintanilla W.
Directeur ou registrateur

BCA – Articles of Arrangement - EVP CAPITAL INC. - OCN:2871161 - December 11, 2024

Ontario

Ministry of Public and Business Service Delivery

Articles of Arrangement

Business Corporations Act

Corporation Name (Date of Incorporation/Amalgamation)
EVP CAPITAL INC. (October 04, 2021)

The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporations Act
A copy of the plan of arrangement is attached to these articles as Exhibit "A"
The arrangement was approved by the court and a certified copy of the Order of the court is attached to these articles as Exhibit "B"
The terms and conditions of the arrangement, if any, have been complied with in accordance with the order.

The articles have been properly executed by the required person(s).

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintarilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 1 of 3

BCA – Articles of Arrangement - EVP CAPITAL INC. - OCN:2871161 - December 11, 2024

Supporting Document - Exhibit "A" - Copy of the plan of Arrangement

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 2 of 3

PLAN OF ARRANGEMENT UNDER SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

In this Plan of Arrangement, any capitalized term used herein and not defined in this Plan of Arrangement will have the meaning given in the Arrangement Agreement. Unless the context otherwise requires, the following words and terms used in this Plan of Arrangement will have the meanings hereinafter set forth:

"Arrangement" means an arrangement under Section 182(5) of the OBCA on the terms and conditions set forth in this Plan of Arrangement, subject to any amendment or supplement thereto made in accordance herewith or made at the direction of the Court in the Final Order;

"Arrangement Agreement" means the arrangement agreement and plan of merger by and among SEL, EVP and Merger Sub dated June 28, 2024, together with the SEL Disclosure Letter, the EVP Disclosure Letter and the schedules attached thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms;

"Arrangement Dissent Rights" means the rights of dissent in respect of the Arrangement as contemplated in this Plan of Arrangement as set out in Article 3;

"Arrangement Filings" means the records and information required to be filed with the Director under Section 183(1) of the OBCA in respect of the Arrangement, together with a copy of the Final Order;

"Arrangement Resolution" means the special resolution of the EVP Shareholders approving the Arrangement, this Plan of Arrangement, the Arrangement Agreement and the Merger Agreement, substantially in the form set out in Schedule "C" to the Arrangement Agreement;

"Business Day" means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

"Code" means the United States Internal Revenue Code of 1986, as amended;

"Constating Documents" means the certificate of incorporation, articles, notice of articles, articles of incorporation, formation, amalgamation, charters, operating agreements, by-laws or other organization documents, as applicable, of any Person, including all amendments to such articles, charters, operating agreements, by-laws or other organizational documents;

"Court" means the Ontario Superior Court of Justice (Commercial List) in Toronto, Ontario, or other competent court, as applicable;

"Depository" means TSX Trust Company, appointed to act as depositary for the purpose of, among other things, exchanging certificates representing EVP Shares for Resulting Issuer Shares in connection with the Arrangement;

"DGCL" means the Delaware General Corporation Law;

"Director" means the Director appointed pursuant to Section 278 of the OBCA;

"Dissent Procedures" means the procedures to be taken by an EVP Dissenting Shareholder in accordance with Article 3 of this Plan of Arrangement;

"Effective Date" means, following the filing of the Arrangement Filings with the Director in accordance with the terms of the Arrangement Agreement, the date shown on the certificate of arrangement issued by the Director in accordance with Section 183 of the OBCA;

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time on the Effective Date as the Parties may, prior to the Effective Date, agree to in writing;

"EVP" means EVP Capital Inc., a corporation existing under the OBCA and, following the effective time of the name change contemplated by Section 2.3(f), means the Resulting Issuer;

"EVP Dissenting Shareholders" means registered EVP Shareholders as at the Record Date who have duly and validly exercised their Arrangement Dissent Rights in strict compliance with the Dissent Procedures and whose Arrangement Dissent Rights have not been withdrawn or otherwise terminated;

"EVP Meeting" has the meaning ascribed to such term in the Arrangement Agreement;

"EVP Options" means the stock options issued pursuant to the EVP Stock Option Plan;

"EVP Shareholder" means a holder of EVP Shares;

"EVP Shareholder Approval" means the requisite approval of the Arrangement Resolution by the EVP Shareholders;

"EVP Shares" means the common shares in the capital of EVP;

"EVP Stock Option Plan" means the stock option plan of EVP dated January 25, 2023, as amended, amended and restated or supplemented from time to time;

"Exchange Ratio" means 31.21940;

"Final Order" means the final order of the Court pursuant to Section 182(5) of the OBCA, in form acceptable to SEL and EVP, each acting reasonably, approving the Arrangement, as such order may be amended on mutual written consent of SEL and EVP, acting reasonably, at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

"Final Proscription Date" has the meaning ascribed to such term in Section 4.3;

"Former SEL Optionholder" means, at any time following the Effective Time, a holder of SEL Options immediately prior to the Effective Time;

"Governmental Entity" means:

(i) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory

authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

(ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; and

(iii) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies;

"In-the-Money Amount" means, in respect of an option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to the option exceeds the aggregate exercise price under such option;

"Initial Surviving Corporation Director Nominees" means the directors of SEL immediately prior to the Merger who shall be the initial directors of Surviving Corporation in accordance with the Merger Agreement;

"Initial Resulting Issuer Director Nominees" shall have the meaning ascribed to such term in Section 2.3(g);

"Initial Merger Sub Stockholder" means EVP;

"Intended U.S. Tax Treatment" has the meaning ascribed to such term in Section 2.8;

"Interim Order" means the interim order of the Court pursuant to Section 182(5) of the OBCA, in form acceptable to SEL and EVP, each acting reasonably, providing for, among other things, the calling and holding of the EVP Meeting, as such order may be amended on mutual written consent of SEL and EVP, acting reasonably;

"Laws" means any laws, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term "applicable" with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

"Letter of Transmittal" means the letter of transmittal sent by EVP to the EVP Shareholders for use in connection with the Arrangement, providing for the delivery of certificates representing Resulting Issuer Shares to Participating EVP Shareholders following the completion of the Arrangement;

"Merger" has the meaning ascribed to such term in Section 2.3(b);

"Merger Agreement" means the merger agreement by and between Merger Sub, EVP and SEL;

"Merger Sub" means SEL AcquisitionCo Inc., a corporation existing under the state of Delaware, and a wholly-owned subsidiary of EVP immediately prior to the Merger;

"Merger Sub Merger Resolution" means the resolution of the Merger Sub Stockholder, approving the Merger and adopting the Merger Agreement;

"Merger Sub Shares" means shares of common stock in the capital of Merger Sub.

"Merger Sub Stockholder Approval" means the approval of the Merger Sub Merger Resolution by the Initial Merger Sub Stockholder in compliance with applicable Laws;

"OBCA" means the Business Corporations Act (Ontario) and the regulations made thereunder;

"paid-up capital" has the meaning ascribed to such term in the Tax Act;

"Participating EVP Shareholder" means a holder of EVP Shares (other than an EVP Dissenting Shareholder) who is entitled to receive Resulting Issuer Shares pursuant to the Arrangement;

"Parties" means, together, EVP, SEL, Merger Sub and the Surviving Corporation, and "Party" means any of them;

"Person" means an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrative legal representative, Governmental Entity or any other entity, whether or not having legal status;

"Plan of Arrangement" means this plan of arrangement and any amendments or variations made in accordance with the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably;

"Record Date" means the record date for the EVP Meeting;

"Resulting Issuer" has the meaning ascribed to such term in Section 2.3(f);

"Resulting Issuer Shares" means common shares in the capital of the Resulting Issuer;

"Replacement Options" has the meaning ascribed to such term in Section 2.3(d);

"Replacement Warrants" has the meaning ascribed to such term in Section 2.3(e);

"SEL" means Sharp Edge Labs, Inc., a corporation existing under the laws of the state of Delaware;

"SEL Convertible Notes" has the meaning ascribed to such term in the Arrangement Agreement;

"SEL Financing" has the meaning ascribed to such term in the Arrangement Agreement;

"SEL Merger Resolution" means the resolution of the SEL Stockholders approving the Arrangement Agreement, Merger and adopting the Merger Agreement;

"SEL Options" means options to purchase SEL Shares pursuant to the SEL Stock Option Plans;

"SEL Preferred Shares" has the meaning ascribed to such term in the Arrangement Agreement;

"SEL Preferred Warrants" has the meaning ascribed to such term in the Arrangement Agreement;

"SEL Reorganization" means the reorganization of SEL and the SEL Securities prior to the Effective Date, pursuant to which (i) all outstanding SEL Preferred Shares shall have been converted into SEL Shares in

accordance with the terms of the SEL Preferred Shares, (ii) all outstanding SEL Convertible Notes shall have been converted into SEL Shares in accordance with the terms of the SEL Convertible Notes, and (iii) all outstanding SEL Preferred Warrants shall have been converted into SEL Shares in accordance with the terms of the SEL Preferred Warrants, such that, immediately prior to the Effective Time, other than the then outstanding SEL Options and SEL Warrants, SEL Shares shall be the only issued and outstanding SEL Securities;

"SEL Shares" means shares of common stock in the capital of SEL;

"SEL Securities" means, collectively, the SEL Shares, SEL Preferred Shares, SEL Preferred Warrants, SEL Warrants, SEL Convertible Notes, SEL Options and any other security issued by SEL;

"SEL Stockholders" means a holder of SEL Shares;

"SEL Stockholder Approval" means the approval of the SEL Merger Resolution by the requisite majority of the SEL Stockholders in compliance with applicable Laws;

"SEL Stock Option Plans" means the stock option plans of SEL, as amended, amended and restated or supplemented from time to time;

"SEL Warrants" means common stock purchase warrants in the capital of SEL, including, without limitation, the SEL Warrants to be issued in connection with the SEL Financing;

"Surviving Corporation" has the meaning ascribed to such term in Section 2.3(b);

"Surviving Corporation Board" means the board of directors of the Surviving Corporation;

"Surviving Corporation Shares" means the shares of common stock in the capital of Surviving Corporation, having the same rights and restrictions as the SEL Shares;

"Surviving Corporation Shareholder" means the sole holder of Surviving Corporation Shares;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended;

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia; and

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

Section 1.2 Interpretation Not Affected By Headings.

The division of this Plan of Arrangement into Articles, Sections, Paragraphs and Subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or other portion thereof and include any instrument supplementary or ancillary hereto.

Section 1.3 References to Articles, Sections, etc.

Unless otherwise indicated, references in this Plan of Arrangement to any Article, Section, Paragraph, Subparagraph or portion thereof are a reference to the applicable Article, Section, Paragraph, Subparagraph or portion thereof in this Plan of Arrangement.

Section 1.4 Number, Gender and Persons.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word Person and all words importing Persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

Section 1.5 Date for Any Action.

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

Section 1.6 Statutory References.

Unless otherwise indicated, references in this Plan of Arrangement to any statute include all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

Section 1.7 Currency.

Unless otherwise indicated, references in this Plan of Arrangement to "$" or "dollars" are to the lawful currency of Canada, while references to "US$" are to the lawful currency of the United States of America.

ARTICLE 2
ARRANGEMENT AGREEMENT

Section 2.1 Arrangement Agreement.

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement except in respect of the sequence of the steps comprising the Arrangement which shall occur in the order set forth in Section 2.3. This Plan of Arrangement constitutes an arrangement as referred to in Section 182 of the OBCA.

Section 2.2 Preliminary Steps to the Arrangement.

The following preliminary steps shall occur prior to, and shall be conditions precedent to, the implementation of the Arrangement:

(i) the SEL Financing shall have been completed;
(ii) the SEL Reorganization shall have been completed;
(iii) the SEL Stockholder Approval shall have been obtained;
(iv) the Merger Sub Stockholder Approval shall have been obtained;

(v) the EVP Shareholder Approval shall have been obtained;
(vi) the Initial Resulting Issuer Director Nominees shall have consented to act as directors of the Resulting Issuer in accordance with the OBCA; and
(vii) the Initial Surviving Corporation Director Nominees shall have consented to act as directors of Surviving Corporation in accordance with the laws of DGCL.

Section 2.3 Arrangement.

Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality of any Person:

(a) each EVP Share held by an EVP Dissenting Shareholder in respect of which Arrangement Dissent Rights have been validly exercised, which Arrangement Dissent Rights remain valid and have not been withdrawn or otherwise terminated immediately prior to the Effective Time, shall be, and shall be deemed to be, surrendered by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to EVP for cancellation, in consideration for a claim against EVP in an amount determined and payable in accordance with Article 3, and upon such surrender the name of such holder will be removed from the register of holders of EVP Shares and such EVP Shares shall be recorded as cancelled;
(b) pursuant to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into SEL (the "Merger") to form one company (the "Surviving Corporation") with SEL being named the surviving entity of the Merger as the Surviving Corporation and, upon the Merger becoming effective:

(i) Merger Sub will merge with and into SEL, with SEL continuing as the Surviving Corporation and the separate legal existence of Merger Sub shall cease without Merger Sub being liquidated or wound-up, and the property, rights, interest and obligations of Merger Sub shall become the property, rights, interest and obligations of the Surviving Corporation;
(ii) under the DGCL, by operation of law, as a result of the Merger: (A) the rights, privileges, powers and franchises of Merger Sub and SEL shall continue to be the rights, privileges, powers and franchises of the Surviving Corporation; (B) the Surviving Corporation shall continue to be subject to all the restrictions, disabilities and duties of each of Merger Sub and SEL; (C) all property, real, personal and mixed, and all debts due to either of Merger Sub and SEL on whatever account, as well for stock subscriptions as all other things in action or belonging to each of Merger Sub and SEL shall be vested in the Surviving Corporation; (D) all rights of creditors and all liens upon any property of either of Merger Sub and SEL shall be preserved unimpaired; and (E) all debts, liabilities and duties of each of Merger Sub and SEL shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it;
(iii) the name of the Surviving Corporation shall be the name of SEL;
(iv) the Constating Documents of the Surviving Corporation shall be the Constating Documents of SEL;
(v) each Merger Sub Share outstanding immediately prior to the Merger shall be, and shall be deemed to be, without any further act or formality on the part of the Initial Merger Sub Stockholder, converted into one (1) fully paid and non-assessable Surviving Corporation Share;

(vi) subject to the treatment of dissenting holders of SEL Shares under the DGCL, each SEL Share outstanding immediately prior to the Merger shall be, and shall be deemed to be, without any further act or formality on the part of the holder thereof, cancelled and converted into that number of Resulting Issuer Shares equal to the Exchange Ratio, provided that where the aggregate number of Resulting Issuer Shares that an SEL Stockholder would otherwise be entitled to receive in accordance with the foregoing includes a fractional Resulting Issuer Share, then the aggregate number of Resulting Issuer Shares that such SEL Stockholder shall be entitled to receive pursuant to this Section 2.3(b)(vi) shall instead be rounded up to the nearest whole number if such fractional share represents 0.50 or higher of a Resulting Issuer Share and rounded down to the nearest whole number if such fractional share represents less than 0.50 of a Resulting Issuer Share, and upon the Merger Effective Time, each holder of SEL Shares so exchanged in accordance with this Section 2.3(b)(vi) shall be entered in the register of holders maintained by or on behalf of the Resulting Issuer for the Resulting Issuer Shares as the holder of, that number of Resulting Issuer Shares that such SEL Stockholder is entitled to receive in accordance with this Section 2.3(b)(vi);

(c) concurrently with the conversion of the Merger Sub Shares and the SEL Shares in Section 2.3(b)(v) and Section 2.3(b)(vi):

(i) the capital of the SEL Shares shall be reduced to nil;

(ii) there shall be added to the capital of the Resulting Issuer Shares, in respect of the Resulting Issuer Shares issued by the Resulting Issuer to the former holders of SEL Shares pursuant to Section 2.3(b)(vi), an amount equal to the aggregate paid-up capital of the SEL Shares immediately prior to the Merger;

(iii) there shall be added to the capital of the Surviving Corporation Shares, in respect of the Surviving Corporation Shares issued by the Surviving Corporation to the Initial Merger Sub Stockholder pursuant to Section 2.3(b)(v), an amount equal to the aggregate paid-up capital of the Merger Sub Shares prior to the Merger;

(d) notwithstanding the terms of the SEL Stock Option Plans, each SEL Option outstanding immediately prior to the Effective Time, whether vested or unvested, will cease to represent an option or other right to acquire SEL Shares and shall be deemed to be exchanged for an option (a "Replacement Option") to purchase from the Resulting Issuer, the number of Resulting Issuer Shares (rounded down to the nearest whole number) equal to (A) the number of SEL Shares subject to such SEL Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, at an exercise price per SEL Share (rounded up to the nearest whole cent) equal to (M) the exercise price per SEL Share otherwise purchasable pursuant to such SEL Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio, exercisable until the original expiry date of such SEL Option. All terms and conditions of the Replacement Options, including the terms, conditions and manner of exercising shall be governed by the EVP Option Plan (subject to any amendments thereof approved by EVP Shareholders at the EVP Meeting), and any document evidencing a SEL Option shall thereafter evidence and be deemed to evidence such Replacement Option. It is intended that subsection 7(1.4) of the Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, the exercise price of a Replacement Option shall be adjusted as necessary to ensure that the In-the-Money Amount of the Replacement Option immediately after the exchange pursuant to this Section 2.3(d) does not exceed the In-the-Money Amount of the SEL Option immediately prior to such exchange;

(e) each SEL Warrant immediately outstanding prior to the Effective Time will cease to represent a warrant or other right to acquire SEL Shares and shall be deemed to be exchanged for a warrant (a "Replacement Warrant") to purchase from the Resulting Issuer, the number of Resulting Issuer Shares (rounded down to the nearest whole number) equal to (A) the number of SEL Shares subject to such SEL Warrant immediately prior to the Effective Time multiplied by (B) the Exchange Ratio,

at an exercise price per SEL Share (rounded up to the nearest whole cent) equal to (M) the exercise price per SEL Share otherwise purchasable pursuant to such SEL Warrant immediately prior to the Effective Time, divided by (N) the Exchange Ratio, exercisable until the original expiry date of such SEL Warrant;

(f) EVP shall be renamed "Sharp Therapeutics Corp." (or such other name as SEL may direct in accordance with the Arrangement Agreement) (the "Resulting Issuer"), and the registered office of the Resulting Issuer shall be One First Canadian Place, Suite 3400, Toronto, Ontario M5X 1A4; and

(g) the size of the board of directors of the Resulting Issuer shall be six (6) directors, and the following individuals (collectively, the "Initial Resulting Issuer Director Nominees") shall be the directors of the Resulting Issuer with effect from the Effective Time:

(i) John L. Brooks III;
(ii) John Hathaway;
(iii) William R. Newlin;
(iv) Scott Sneddon;
(v) Dietrich Stephan; and
(vi) Lorne Sugarman.

Each securityholder of EVP, with respect to each step set out above applicable to such holder, shall be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer, assign, consolidate or convert such security of EVP, as the case may be, in accordance with such step.

Section 2.4 Post-Effective Time Procedures.

Subject to the provisions of Section 2.3, upon the delivery to the Depositary by a registered EVP Shareholder of a properly completed Letter of Transmittal, together with certificates representing any EVP Shares held by such EVP Shareholder, together with such other documents as EVP or the Depositary may require, the Depositary shall deliver to such EVP Shareholder a certificate representing the Resulting Issuer Shares to which such EVP Shareholder is entitled pursuant to Section 2.3.

Section 2.5 Transfers Free and Clear.

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of all liens, claims and encumbrances.

Section 2.6 Binding Effect.

As and from the Effective Time, the Arrangement and this Plan of Arrangement will, without any further authorization, act or formality on the part of the Court or the Director, be binding on: (i) EVP; (ii) SEL; (iii) the Surviving Corporation; (iv) the EVP Shareholders; (v) the holders of SEL Options; (vi) the holders of SEL Warrants; (vii) the Depositary; (viii) the Resulting Issuer and (ix) the shareholders of the Resulting Issuer.

Section 2.7 Effective Time of Arrangement Steps.

The transfers, assignments, surrenders, exchanges, issuances, cancellations and any other transactions or steps provided for in Section 2.3 shall be deemed to occur at the time and in the order specified in Section 2.3, notwithstanding that certain of the procedures related thereto may not be completed until after such time.

Section 2.8 U.S. Tax Matters.

For U.S. federal (and applicable state and local) income tax purposes, (i) the Merger is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) the Arrangement Agreement, the Merger Agreement and this Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the United States Treasury Regulation Section 1.368-2(g), (iii) the Resulting Issuer shall convert to a domestic corporation under Section 7874(b) of the Code by reason of the Merger, and (iv) the conversion of the Resulting Issuer to a domestic corporation by reason of Section 7874(b) of the Code and by reason of the Merger shall constitute a reorganization described in Section 368(a)(1)(F) of the Code that occurs at the end of the day immediately preceding the closing of the Merger as described in United States Treasury Regulation Section 1.7874-2(j)(1) (clauses (i)-(iv), collectively, the “Intended U.S. Tax Treatment”). The Parties (i) agree to report consistently with the Intended U.S. Tax Treatment on their income tax returns, and to not take any position for applicable income tax purposes (whether in the conduct of an audit, preparation of tax returns, or otherwise) that is inconsistent therewith and (ii) agree to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Merger from being treated inconsistently with the Intended U.S. Tax Treatment.

ARTICLE 3
DISSENT PROCEDURES

Section 3.1 Rights of Dissent.

Pursuant to the Interim Order, an EVP Dissenting Shareholder as at the Record Date may exercise Arrangement Dissent Rights with respect to the EVP Shares held by such holder in connection with the Arrangement, pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and the Final Order and this Section 3.1.

Each EVP Dissenting Shareholder who has validly exercised Arrangement Dissent Rights and is:

(a) ultimately entitled to be paid fair value for such holder's EVP Shares in respect of which they have exercised Arrangement Dissent Rights: (i) shall be deemed not to have participated in the transaction in Article 2 (other than in accordance with Section 2.3(a)); (ii) shall be entitled to be paid the fair value of such EVP Shares by EVP, which fair value shall be determined as of the close of business on the Business Day immediately preceding the day on which the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Arrangement Dissent Rights in respect of such EVP Shares; or

(b) ultimately not entitled, for any reason, to be paid fair value for such EVP Shares in respect of which they have exercised Arrangement Dissent Rights, shall be deemed to have participated in the Arrangement on the same basis as an EVP Shareholder who did not exercise Arrangement Dissent Rights.

Section 3.2 Recognition of Dissenting Holders.

(a) In no circumstances shall the Parties or any other Person be required to recognize a Person exercising Arrangement Dissent Rights unless such Person is the registered holder of those EVP Shares in respect of which such rights are sought to be exercised as at the Record Date.

(b) For greater certainty, in no case following the Effective Time shall the Parties or any other Person be required to recognize EVP Dissenting Shareholders as holders of the EVP Shares in respect of which Arrangement Dissent Rights have been validly exercised, and the names of such EVP Dissenting Shareholders shall be removed from the registers of holders of the EVP Shares in respect of which Arrangement Dissent Rights have been validly exercised.

(c) In addition to any other restrictions under Section 185 of the OBCA or as set out herein or in the Interim Order, none of the following shall be entitled to exercise Arrangement Dissent Rights:

(i) any holders of EVP Options;

(ii) EVP Shareholders who vote or have instructed a proxyholder to vote such EVP Shares in favour of the Arrangement Resolution;

(iii) EVP Shareholders who did not hold any EVP Shares as at the Record Date; or

(iv) EVP Shareholders whose EVP Shares, in respect of which the Arrangement Dissent Rights are exercised, were not yet issued at the time the Arrangement Resolution was adopted.

ARTICLE 4
CERTIFICATES AND PAYMENTS

Section 4.1 Certificate Delivery and Registration.

Subject to the immediately following sentence, delivery of certificates representing the Resulting Issuer Shares to which Participating EVP Shareholders are entitled under this Plan of Arrangement shall be made on or about the third Business Day following the Effective Date. A Participating EVP Shareholder who is entitled to at least one (1) Resulting Issuer Share pursuant to Section 2.3 will only receive certificates representing such Resulting Issuer Shares upon receipt by the Depositary of a duly completed Letter of Transmittal (together with a certificate or certificates representing EVP Shares held by such Person and all other required documents). A Participating EVP Shareholder who holds EVP Shares, and who does not surrender certificate(s) representing EVP Shares held by it will not be recorded on the register of Resulting Issuer Shares until proper delivery is made.

Section 4.2 Loss of Certificates.

In the event any certificate which immediately prior to the Effective Time represented any outstanding EVP Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such EVP Shares, the Depositary will issue, in exchange for such lost, stolen or destroyed certificate the number of Resulting Issuer Shares which the former holder of such EVP Shares is entitled to receive pursuant to Section 2.3 and this Article 4. When authorizing such issuance in relation to any lost, stolen or destroyed certificate, the former holder of such EVP Shares shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Resulting Issuer and/or the Depositary in such sum as the Resulting Issuer may direct or otherwise indemnify the Resulting Issuer and/or the Depositary in a manner satisfactory to the Resulting Issuer against any claim that may be made against the Resulting Issuer and/or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Limitation and Proscription.

To the extent that a Participating EVP Shareholder has not complied with the provisions of Section 4.1 or Section 4.2, as applicable, on or before the date that is six years after the Effective Date (the "Final Proscription Date"), then the Resulting Issuer Shares that such Participating EVP Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Resulting Issuer Shares to which such Participating EVP Shareholder was entitled shall be delivered to the Resulting Issuer by the Depositary for cancellation and the interest of such Participating EVP Shareholder in such Resulting Issuer Shares to which it was entitled shall be terminated as of the Final Proscription Date.

Section 4.4 Withholding Rights.

Notwithstanding any other provision of this Plan of Arrangement, the Resulting Issuer or the Depositary, as applicable, shall be entitled to deduct and withhold from any amount payable to any Person hereunder (including any payments to EVP Dissenting Shareholders, as applicable), such amounts as the Resulting Issuer or the Depositary is entitled or required to deduct and withhold with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the country where the Person is resident and to remit such deduction and withholding amounts to the appropriate Governmental Authority. For greater certainty, the Resulting Issuer and the Depositary shall have the right to withhold and sell the necessary amount of Resulting Issuer Shares on behalf of any non-U.S. shareholders to satisfy applicable withholding under U.S. taxation laws. To the extent that amounts are so properly deducted and withheld, such deducted and withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are remitted in accordance with applicable law to the appropriate Governmental Authority.

Section 4.5 Calculations.

All amounts of consideration to be received hereunder will be calculated to the nearest cent ($0.01). All calculations and determinations made by the Resulting Issuer or the Depositary for the purposes of the Arrangement shall be conclusive, final and binding upon all Persons.

Section 4.6 Paramountcy.

From and after the Effective Time:

(a) this Plan of Arrangement will take precedence and priority over any and all EVP Options and EVP Shares, in each case issued prior to the Effective Time;

(b) the rights and obligations of the EVP Options and EVP Shares will be solely as provided in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any EVP Options and EVP Shares will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5

AMENDMENTS

Section 5.1 Amendments to Plan of Arrangement.

(a) The Parties reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by the Parties; (iii) filed with the Court and, if made following the EVP Meeting, approved by the Court; and (iv) communicated to EVP Shareholders and holders of EVP Options, if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by EVP at any time prior to the EVP Meeting, provided that SEL shall have consented thereto in writing, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the EVP Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the EVP Meeting shall be effective only if: (i) it is consented to in writing by each of the Parties; and (ii) if required by the Court, it is consented to by holders of the EVP Shares voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time but shall only be effective if it is consented to by each of the Parties, provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Parties or any Participating EVP Shareholder.

Section 5.2 Termination

This Plan of Arrangement may be terminated or withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

Section 6.1 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, this Plan of Arrangement.

ARTICLE 7

U.S. SECURITIES LAW EXEMPTION

Section 7.1 U.S. Securities Law Exemption

Notwithstanding any provision herein to the contrary, SEL and EVP each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable efforts to ensure that, all: (a) Resulting Issuer Shares to be issued to SEL Shareholders in exchange for their SEL Shares; (b) Replacement

Options to be issued to Former SEL Optionholders in exchange for their SEL Options under the Plan of Arrangement; and (c) Replacement Warrants issued to formed holders of SEL Warrants in exchange for their SEL Warrants under the Plan of Arrangement; will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

BCA – Articles of Arrangement - EVP CAPITAL INC. - OCN:2871161 - December 11, 2024

Supporting Document - Exhibit "B" - A certified copy of the Order of the court

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quintanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

Page 3 of 3

Electronically issued / Délivré par voie électronique : 10-Dec-2024
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-24-00724005-00CL

Court File No. CV-24-00724005-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ) TUESDAY, THE
JUSTICE CAVANAGH ) 10TH DAY OF DECEMBER, 2024

IN THE MATTER OF an application under section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended

AND IN THE MATTER OF an application under rules 14.05(2) and 14.05(3) of the Rules of Civil Procedure, R.R.O 1990, Reg. 194, as amended

AND IN THE MATTER OF a proposed arrangement of EVP Capital Inc. involving Sharp Edge Labs, Inc. and SEL AcquisitionCo Inc.

EVP Capital Inc.
Applicant

ORDER

THIS APPLICATION made by the applicant, EVP Capital Inc. ("EVP"), pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B-16, as amended (the "OBCA"), was heard this day by videoconference.

ON READING the Notice of Application issued on July 17, 2024, the affidavit of Lorne Sugarman sworn July 24, 2024, the affidavit of Lorne Sugarman sworn December 6, 2024 with the exhibits thereto, and the Interim Order of the Honourable Justice Steele dated October 18, 2024,

THIS IS TO CERTIFY THAT THIS DOCUMENT, EACH PAGE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TORONTO, IS A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE
DATED AT TORONTO THIS 10 DAY OF DECEMBER 2024
FAIT A TORONTO LE
REGISTRAR Maggie Sawka

Electronically issued / Délivré par voie électronique : 10-Dec-2024
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-24-00724005-00CL

ON HEARING the submissions of counsel for EVP and SEL AcquisitionCo Inc. and counsel for Sharp Edge Labs, Inc., and on being advised that the Director appointed under the OBCA does not consider it necessary to appear on this application, no-one appearing for any other person, including any shareholder or other securityholder of EVP, and having determined that the Arrangement, as described in the Plan of Arrangement attached as Schedule "A" to this order is an arrangement for the purposes of section 182 of the OBCA and is fair and reasonable in accordance with the requirements of that section, and

ON BEING ADVISED that EVP, SEL AcquisitionCo Inc. and Sharp Edge Labs, Inc. intend to rely upon the final order in this Application as a basis of a claim to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to section 3(a)(10) thereof, with respect to the securities to be issued pursuant to the terms of the Plan of Arrangement

THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement attached as Schedule "A" to this order, shall be and is hereby approved.
THIS COURT ORDERS that EVP shall be entitled to seek leave to vary this order upon such terms upon giving such notice as this court may direct, to seek the advice and directions of this court as to the implementation of this order, and to apply for such further order or orders as may be appropriate.

THIS IS TO CERTIFY THAT THIS DOCUMENT, EACH PAGE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TORONTO, IS A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE

DATED AT TORONTO THIS FALL ATORONTO LE

LA PRESENT ATTEST QUE CE DOCUMENT, DON'T CHAÇUNE DES PAGES EST REVÊTUE DU SCEAU DE LA COUR SUPÉRIEURE DE JUSTICE A TORONTO, EST UNE COPIE CONFORME DU DOCUMENT CONSERVÉ DANS CE BUREAU

DECEMBER 2024

Maggie Sawka

REGISTRAR

GREEFILER

The Honourable Justice Cavanagh

Electronically issued / Délivré par voie électronique : 10-Dec-2024
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-24-00724005-00CL

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

"Arrangement Dissent Rights" means the rights of dissent in respect of the Arrangement as contemplated in this Plan of Arrangement as set out in Article 3;

"Arrangement Filings" means the records and information required to be filed with the Director under Section 183(1) of the OBCA in respect of the Arrangement, together with a copy of the Final Order;

"Business Day" means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

"Code" means the United States Internal Revenue Code of 1986, as amended;

"Court" means the Ontario Superior Court of Justice (Commercial List) in Toronto, Ontario, or other competent court, as applicable;

"Depositary" means TSX Trust Company, appointed to act as depositary for the purpose of, among other things, exchanging certificates representing EVP Shares for Resulting Issuer Shares in connection with the Arrangement;

"DGCL" means the Delaware General Corporation Law;

A-1

THIS IS TO CERTIFY THAT THIS DOCUMENT, EACH PAGE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TORONTO, IS A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE.

LAPRESENT ATTEST QUE CE DOCUMENT, DONT CHACUNE DES PAGES EST REVETUE DU SCEAU DE LA COUR SUPERIEURE DE JUSTICE A TORONTO, EST UNE COPIE CONFORME DU DOCUMENT CONSERVE DANS CE BUREAU

REGISTRAR

Décemier 2024

Maggie Sawka

GREFFIER

Electronically issued / Délivré par voie électronique : 10-Dec-2024
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-24-00724005-00CL

"Director" means the Director appointed pursuant to Section 278 of the OBCA;

"Dissent Procedures" means the procedures to be taken by an EVP Dissenting Shareholder in accordance with Article 3 of this Plan of Arrangement;

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time on the Effective Date as the Parties may, prior to the Effective Date, agree to in writing;

"EVP" means EVP Capital Inc., a corporation existing under the OBCA and, following the effective time of the name change contemplated by Section 2.3(f), means the Resulting Issuer;

"EVP Meeting" has the meaning ascribed to such term in the Arrangement Agreement;

"EVP Options" means the stock options issued pursuant to the EVP Stock Option Plan;

"EVP Shareholder" means a holder of EVP Shares;

"EVP Shareholder Approval" means the requisite approval of the Arrangement Resolution by the EVP Shareholders;

"EVP Shares" means the common shares in the capital of EVP;

"EVP Stock Option Plan" means the stock option plan of EVP dated January 25, 2023, as amended, amended and restated or supplemented from time to time;

"Exchange Ratio" means 31.21940;

"Final Proscription Date" has the meaning ascribed to such term in Section 4.3;

"Former SEL Optionholder" means, at any time following the Effective Time, a holder of SEL Options immediately prior to the Effective Time;

"Governmental Entity" means:

(i) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory

A-2
SEAL OF THE SUPERIOR COURT
OF JUSTICE AT TORONTO, IS A
TRUE COPY OF THE DOCUMENT
ON FILE IN THIS OFFICE
DATED AT TORONTO THIS 10 DAY OF DECEMBER 2024
FAIT A TORONTO LE
REGISTRAR
Maggie Sawka
GREFFIER

Electronically issued / Délivré par voie électronique : 10-Dec-2024
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-24-00724005-00CL

(ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; and
(iii) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies;

"Initial Resulting Issuer Director Nominees" shall have the meaning ascribed to such term in Section 2.3(g);

"Initial Merger Sub Stockholder" means EVP;

"Intended U.S. Tax Treatment" has the meaning ascribed to such term in Section 2.8;

"Merger" has the meaning ascribed to such term in Section 2.3(b);

"Merger Agreement" means the merger agreement by and between Merger Sub, EVP and SEL;

"Merger Sub" means SEL AcquisitionCo Inc., a corporation existing under the state of Delaware, and a wholly-owned subsidiary of EVP immediately prior to the Merger;

"Merger Sub Merger Resolution" means the resolution of the Merger Sub Stockholder, approving the Merger and adopting the Merger Agreement;