Timeless Capital Corp.

AMALGAMATION AGREEMENT

AMONG

and

1219915 B.C. LTD.

and

RENAISSANCE BIOSCIENCE HOLDINGS CORP.

and

RENAISSANCE BIOSCIENCE CORP.

APRIL 5, 2023

ARTICLE 1

ARTICLE 1	ARTICLE 1
INTERPRETATION .................................................................................................................... 1
1.1	Defined Terms .................................................................................................................. 1
1.2	References and Headings ............................................................................................... 11
1.3	Singular/Plural; Derivatives ........................................................................................... 12
1.4	Statutory References ...................................................................................................... 12
1.5	Conflicts ......................................................................................................................... 12
1.6	Accounting Principles .................................................................................................... 12
1.7	Computation of Time Periods ........................................................................................ 12
1.8	Knowledge ..................................................................................................................... 12
1.9	Canadian Dollars ............................................................................................................ 12
1.10	Schedules .................................................................................................................... 13
1.11	Disclosure Letter ......................................................................................................... 13
	ARTICLE 2
AMALGAMATION ................................................................................................................... 13
2.1	Amalgamation ................................................................................................................ 13
2.2	Shareholder Approvals ................................................................................................... 13
2.3	Name of Amalco ............................................................................................................ 13
2.4	Registered Office............................................................................................................ 13
2.5	Directors ......................................................................................................................... 14
2.6	Officers ........................................................................................................................... 14
2.7	Financial Year End ......................................................................................................... 14
2.8	Authorized Capital ......................................................................................................... 14
2.9	Effect of the Amalgamation on Securities ..................................................................... 14
2.10	Effect of Certificate of Amalgamation ....................................................................... 16
2.11	Dissenting Shareholders ............................................................................................. 16
2.12	Fractional Securities ................................................................................................... 17
2.13	Restrictions on Securities - Amalco ........................................................................... 17
2.14	Restrictions on Securities - Timeless QT Shares ........................................................ 17
2.15	Certificates .................................................................................................................. 18
2.16	Stated Capital .............................................................................................................. 19
2.17	No Restrictions on Business ....................................................................................... 20
2.18	Number of Directors ................................................................................................... 20

Table of Contents (continued)

	Page
2.19	Amalgamation Application, Articles of Amalgamation and Articles ........................ 20
2.20	Auditors ...................................................................................................................... 20
2.21	Concerning the Resulting Issuer ................................................................................. 20
2.22	Employees and Employment Agreements .................................................................. 20
2.23	Filing of Documents ................................................................................................... 20
	ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF RBSC ....................................................... 21
3.1	Representations and Warranties of RBSC and RBSC HoldCo ...................................... 21
3.2	Corporate Standing ......................................................................................................... 21
3.3	Power and Authority ...................................................................................................... 21
3.4	Approval by the RBSC Board of Directors .................................................................... 21
3.5	Execution and Delivery .................................................................................................. 21
3.6	Corporate Records .......................................................................................................... 22
3.7	No Defaults Under Applicable Law ............................................................................... 22
3.8	Bankruptcy ..................................................................................................................... 22
3.9	Accurate Disclosure ....................................................................................................... 22
3.10	Compliance with Applicable Law; Registrations ....................................................... 23
3.11	Subsidiaries ................................................................................................................. 23
3.12	Capitalization .............................................................................................................. 23
3.13	Information Provided .................................................................................................. 23
3.14	Partnerships or Joint Ventures .................................................................................... 23
3.15	Financial Statements ................................................................................................... 23
3.16	Financial Records and Accounting ............................................................................. 24
3.17	No Judgments, Lawsuits or Claims ............................................................................ 24
3.18	Environmental Compliance ........................................................................................ 24
3.19	Notice of Environmental Actions ............................................................................... 25
3.20	Entitlements ................................................................................................................ 25
3.21	Tax Matters ................................................................................................................. 26
3.22	Employment Matters and Employee Plans ................................................................. 26
3.23	RBSC and RBSC HoldCo Required Consents ........................................................... 27
3.24	Change of Control Provisions..................................................................................... 27
3.25	RBSC Assets............................................................................................................... 27
3.26	Real Property and Leases ........................................................................................... 28
3.27	Personal Property ........................................................................................................ 28

Table of Contents (continued)

	Page
3.28	Pre-emptive Rights ..................................................................................................... 28
3.29	Insider Debt ................................................................................................................ 28
3.30	Non-Arm's Length Transactions ................................................................................. 28
3.31	Residency.................................................................................................................... 28
3.32	Finder's Fees ............................................................................................................... 28
3.33	Insurance ..................................................................................................................... 29
3.34	Title ............................................................................................................................. 29
3.35	Qualifying Transaction ............................................................................................... 29
3.36	Compliance with Certain Laws .................................................................................. 29
	ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF TIMELESS AND SUBCO .................... 30
4.1	Representations and Warranties of Timeless and SubCo............................................... 30
4.2	Corporate Standing ......................................................................................................... 30
4.3	Power and Authority ...................................................................................................... 30
4.4	Approval by the Timeless Board of Directors ............................................................... 30
4.5	Approval by the SubCo Board of Directors ................................................................... 30
4.6	Execution and Delivery .................................................................................................. 31
4.7	Corporate Records .......................................................................................................... 31
4.8	No Defaults Under Applicable Law ............................................................................... 31
4.9	Bankruptcy ..................................................................................................................... 31
4.10	Accurate Disclosure .................................................................................................... 32
4.11	Business ...................................................................................................................... 32
4.12	Timeless Material Contracts ....................................................................................... 32
4.13	Compliance with Applicable Law; Registrations. ...................................................... 32
4.14	Subsidiaries ................................................................................................................. 32
4.15	Capitalization .............................................................................................................. 33
4.16	Information Provided .................................................................................................. 33
4.17	Partnerships or Joint Ventures .................................................................................... 33
4.18	Financial Statements. .................................................................................................. 33
4.19	Financial Records and Accounting ............................................................................. 33
4.20	No Judgments, Lawsuits or Claims ............................................................................ 34
4.21	Entitlements ................................................................................................................ 34
4.22	Tax Matters ................................................................................................................. 34
4.23	Employee Commitments ............................................................................................ 35

iii

Table of Contents (continued)

	Page
4.24	Timeless Required Consents ...................................................................................... 35
4.25	Change of Control Provisions..................................................................................... 36
4.26	Real Property and Leases ........................................................................................... 36
4.27	Pre-emptive Rights ..................................................................................................... 36
4.28	Insider Debt ................................................................................................................ 36
4.29	Non-Arm’s Length Transactions ................................................................................ 36
4.30	Finder’s Fees............................................................................................................... 36
4.31	Compliance with Certain Laws .................................................................................. 36
4.32	Reporting Issuer Status ............................................................................................... 37
4.33	TSXV Policies ............................................................................................................ 37
4.34	Share Issuance ............................................................................................................ 37
4.35	Public Disclosure Documents ..................................................................................... 37
4.36	Listing ......................................................................................................................... 37
4.37	Auditors ...................................................................................................................... 37
4.38	Timeless Information .................................................................................................. 38
	ARTICLE 5
NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES .................................. 38
5.1	Non-Survival and Reliance ............................................................................................ 38
	ARTICLE 6
COVENANTS ............................................................................................................................. 38
6.1	Confidentiality ................................................................................................................ 38
6.2	Amalgamation ................................................................................................................ 39
6.3	Filing Statement ............................................................................................................. 40
6.4	Conduct of RBSC and RBSC HoldCo Prior to Closing ................................................ 42
6.5	Conduct of Timeless Prior to Closing ............................................................................ 44
6.6	Conduct of SubCo Prior to Closing................................................................................ 46
6.7	Change to Directors and Officers of Timeless ............................................................... 48
6.8	Dissent Right .................................................................................................................. 48
	ARTICLE 7
CONDITIONS OF CLOSING ................................................................................................... 48
7.1	Mutual Conditions Precedent ......................................................................................... 48
7.2	Conditions in Favour of Timeless .................................................................................. 50
7.3	Conditions in Favour of RBSC ...................................................................................... 51
7.4	Further Assurances ......................................................................................................... 52

Table of Contents (continued)

Page

	Page
	ARTICLE 8
CLOSING ARRANGEMENTS................................................................................................. 52
8.1	Closing ........................................................................................................................... 52
8.2	Closing Deliveries of RBSC and RBSC HoldCo ........................................................... 53
8.3	Closing Deliveries of Timeless and SubCo.................................................................... 53
	ARTICLE 9
TERMINATION ......................................................................................................................... 54
9.1	Termination .................................................................................................................... 54
9.2	Effect of Termination ..................................................................................................... 55
	ARTICLE 10
NOTICES .................................................................................................................................... 55
10.1	Delivery of Notices ..................................................................................................... 55
10.2	Notices ........................................................................................................................ 56
	ARTICLE 11
MISCELLANEOUS ................................................................................................................... 57
11.1	Governing Law ........................................................................................................... 57
11.2	Counterparts................................................................................................................ 57
11.3	Successors and Assigns .............................................................................................. 57
11.4	Supersedes Earlier Agreements .................................................................................. 57
11.5	Waiver ........................................................................................................................ 57
11.6	Time of the Essence .................................................................................................... 57
11.7	No Merger................................................................................................................... 58
11.8	Invalidity of Provisions .............................................................................................. 58
11.9	Amendments ............................................................................................................... 58
11.10	Expenses ..................................................................................................................... 58
11.11	Further Assurances ..................................................................................................... 58

AMALGAMATION AGREEMENT

THIS AGREEMENT is made as of the 5[th] day of April, 2023.

AMONG:

TIMELESS CAPITAL CORP., a body corporate incorporated under the laws of the Province of Alberta ("Timeless")

AND -

1219915 B.C. LTD., a body corporate incorporated under the laws of the Province of British Columbia ("SubCo")

- AND -

RENAISSANCE BIOSCIENCE HOLDINGS CORP. a body corporate incorporated under the laws of the Province of British Columbia ("RBSC HoldCo")

AND -

RENAISSANCE BIOSCIENCE CORP., a body corporate incorporated under the laws of the Province of British Columbia ("RBSC")

WHEREAS Timeless is a reporting issuer in the provinces of British Columbia, Alberta and Saskatchewan whose common shares are listed on the TSXV (as defined herein);

AND WHEREAS Timeless desires to acquire all of the issued and outstanding shares of RBSC by means of an amalgamation among Timeless, RBSC, RBSC HoldCo and SubCo, which shall constitute the Qualifying Transaction (as defined herein) of Timeless;

AND WHEREAS the Parties (as defined herein) desire for the provisions of subsection 87(9) of the Tax Act (as defined herein) to apply;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

(a) "affiliate" means, in relation to any Person, any other Person that controls, is controlled by or is under common control with the first mentioned Person, and for the purposes of this definition and references in this Agreement to "affiliate", "control" means the possession, directly or indirectly, by such Person of the power to direct or cause the direction of the management and policies of the first mentioned Person, whether through the ownership of voting securities or otherwise.
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(b) "Agent" means iA Private Wealth Inc., as lead agent and any other member of the dealer syndicate that may be appointed to participate in the Brokered Financing.
(c) "Agreement" means this amalgamation agreement and the Schedules attached hereto and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof.
(d) "Agreement Default" means any material misrepresentation or material breach of warranty made by a Party, or the failure of a Party to perform or observe in any material respect any of the covenants or agreements to be performed by such Party under this Agreement or any agreement or other certificate or instrument delivered in connection herewith.
(e) "Amalco" has the meaning ascribed thereto in Section 2.1.
(f) "Amalco Common Shares" has the meaning ascribed thereto in Section 2.8(a).
(g) "Amalgamation" means the amalgamation of RBSC, RBSC HoldCo and SubCo pursuant to section 269 of the BCBCA and the other transactions contemplated by this Agreement, which shall constitute the Qualifying Transaction of Timeless.
(h) "Amalgamation Application" means the form of amalgamation application which shall include the Articles of Amalgamation and will be in the forms set out in Schedule A.
(i) "Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 3.36(a).
(j) "Applicable Law" means, in relation to any Person, transaction or event, all applicable provisions of laws, statutes, rules, regulations, official directives, published guidelines, standards, codes of practice (regardless of whether such guidelines, standards and codes of practice have been promulgated by statute or regulation), treaties, ordinances, municipal bylaws and orders of and the terms of all judgments, orders, decrees, directives, awards and writs issued by any Authorized Authority by which such Person is bound or which has application to the transaction or event in question.
(k) "Articles of Amalgamation" means the articles of amalgamation of Amalco substantially in the form set out in Schedule A.
(l) "Authorization" means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Authorized Authority having jurisdiction including, but not limited to, environmental permits.
(m) "Authorized Authority" means, in relation to any Person, transaction or event, any: (i) national, federal, provincial, state, county, municipal or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign; (ii) agency, authority, ministry, department, board, bureau, commission, instrumentality, regulatory body, professional association, licensing authority, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory, administrative or similar powers or functions of or pertaining to government; (iii) court, arbitrator, commission or body exercising judicial, quasi-judicial, administrative or similar functions; and (iv) other body or entity created under the authority of or otherwise subject to the jurisdiction of any
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of the foregoing, including any stock or other securities exchange (including the TSXV), in each case having jurisdiction over such Person, transaction or event.

(n) "BCBCA" means the Business Corporations Act (British Columbia), SBC 2002, c 57, as may be amended or re-enacted from time to time, including all regulations promulgated thereunder.
(o) "Brokered Financing" means the brokered private placement of a minimum of 8,000,000 Units and up to 11,111,112 Units at a price of $0.45 per Unit for total gross proceeds of a minimum of $3,600,000 and up to $5,000,000, or any additional amount mutually agreed to by RBSC and the Agent.
(p) "Business Day" means a day on which banks are generally open for the transaction of commercial business in Vancouver, British Columbia but does not in any event include a Saturday or a Sunday or a statutory holiday under Applicable Law.
(q) "Canadian Jurisdictions" means each of the provinces of British Columbia, Alberta and Saskatchewan.
(r) "Canadian Securities Laws" means all Applicable Law relating to securities in each of the Canadian Jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such provinces having the force of law, including rules of the TSXV.
(s) "Certificate of Amalgamation" means the certificate or other confirmation of filing to be issued by the Registrar pursuant to the BCBCA, giving effect to the Amalgamation.
(t) "Closing" means the closing of the Amalgamation.
(u) "Closing Date" means the 2[nd] Business Day following the satisfaction or waiver of the conditions set forth in Sections 7.1, 7.2 and 7.3 (other than those conditions that by their nature: (i) are to be satisfied at Closing; or (ii) are incapable of being satisfied) or such other date as the Parties may agree in writing as the date upon which the Closing shall take place, but in any event, the Closing Date shall not be later than the Outside Date.
(v) "Compelled Disclosure" has the meaning ascribed thereto in Section 6.1(d)(ii).
(w)
"Confidential Information" has the meaning ascribed thereto in Section 6.1(a).
(x) "Consolidation" means the consolidation of the Timeless Shares on the basis of one (1) post-Consolidation Timeless Share for each 2.14 existing Timeless Shares.
(y) "Consolidation Resolution" means the special resolution of Timeless Shareholders to approve the consolidation of the issued and outstanding Timeless Shares on the basis of one (1) post-Consolidation Timeless Share for up to every ten (10) pre-Consolidation Timeless Shares.
(z) "Constating Documents" means, in respect of a body corporate, the articles and the bylaws, or other charter documents, together with any amendments thereto or replacements thereof.
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(aa) "Contract" means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (i) lease of personal property; (ii) unfilled purchase order; (iii) forward commitment for supplies or materials or other forward contract; (iv) derivative contract; (v) restrictive agreement or negative covenant agreement; and (vi) loan or security documents.
(bb) "Depositary" means TSX Trust Company or such other Person as agreed to by the Parties in writing.
(cc) "Depositary Agreement" means the depositary agreement to be entered into among the Depositary, Timeless, SubCo, RBSC, and RBSC HoldCo, whereby the Depositary shall receive original certificate(s) representing RBSC HoldCo Shares, RBSC New Shares or RBSC Shares and, on and after, as applicable, the Effective Date, exchange such original certificate(s) representing RBSC HoldCo Shares, RBSC New Shares or RBSC Shares for certificate(s) representing Timeless QT Shares distributed to RBSC Shareholders, RBSC New Shareholders and RBSC HoldCo Shareholders, other than the Dissenting Shareholders, in accordance with the terms of the Amalgamation.
(dd) "Disclosing Party" has the meaning ascribed thereto in Section 6.1(a).
(ee) "Dissent Rights" mean the rights of Dissenting Shareholders to dissent under the applicable provisions of the BCBCA with respect to the Amalgamation.
(ff) "Dissenting Shareholders" means the holders of RBSC Shares who validly exercise rights of dissent under the applicable provisions of the BCBCA with respect to the Amalgamation.
(gg) "Effective Date" means the effective date set forth in the Certificate of Amalgamation issued pursuant to the BCBCA in respect of the Amalgamation.
(hh) "Effective Time" means the earliest moment on the Effective Date.
(ii) "Employee Plans" means, with respect to a Party (the "Applicable Party"), any employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party, maintained, funded or sponsored or required to be contributed to by the Applicable Party, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Applicable Party may have or would be reasonably expected to have any material Liabilities, contingent or otherwise, except for any statutory plans to which the Applicable Party is obliged to contribute or comply with including the Canada/Quebec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker's compensation or employment insurance legislation, or similar statutory plans in the jurisdiction in which the Applicable Party operates.
(jj) "Employment Agreements" has the meaning ascribed to it in Section 3.22.
(kk) "Encumbrance" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), claim, restrictive covenant or other encumbrance
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of any nature or any other arrangement or condition that, in substance secures payment or performance of an obligation, other than as may be applicable pursuant to the TSXV Escrow Agreement or any other escrow requirements as may be applicable pursuant to the policies of the TSXV.

(ll) "Environmental Laws" means all Applicable Laws relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Substances.
(mm) "Exchange Acceptance" means the acceptance by the TSXV of the Amalgamation as Timeless' Qualifying Transaction and the approval by the TSXV of the listing of the Timeless QT Shares on the TSXV.
(nn) "Filing Statement" means the filing statement to be prepared by Timeless and RBSC in accordance with Form 3B2 of the TSXV Corporate Finance Manual.
(oo) "Hazardous Substances" means any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Laws.
(pp) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants.
(qq) "including" and "includes" means "including, without limitation" and "includes, without limitation", respectively.
(rr) "Letter of Intent" means the letter of intent between Timeless and RBSC dated January 25, 2023.
(ss) "Liabilities" shall include, without limitation, any direct or indirect indebtedness, guarantee, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidated, unliquidated, secured or unsecured, and shall include any or all liability for Taxes, irrespective of whether such Taxes are then due and payable.
(tt) "Material Fact" and "Misrepresentation" have the meanings ascribed thereto under the Securities Act (British Columbia).
(uu) "Name Change" means the change of Timeless’ name, as approved by the Name Change Resolution, to "Renaissance BioScience Corp.", or such name as determined by RBSC and approved by the TSXV concurrent with the Closing.
(vv) "Name Change Resolution" means the special resolution of the Timeless Shareholders to approve the Name Change to such name as determined by RBSC and approved by the TSXV concurrent with the Closing.
"
(ww) NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations.
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(xx) "Option Plan Resolution" means the resolution of Timeless Shareholders to conditionally approve the adoption of a new option plan of Timeless, to be effective upon completion of a Qualifying Transaction, which shall be the Resulting Issuer Option Plan as the option plan of the Resulting Issuer subject to the completion of the Qualifying Transaction.
(yy) "Ordinary Course" means, with respect to any actions taken by a Party, as applicable, that such action is consistent with the past practices of such Party, as applicable, and is taken in the ordinary course of the normal day to day operations of such Party, as applicable.
(zz) "Outside Date" means April 30, 2023.
(aaa) "Parties" means each of Timeless, SubCo, RBSC HoldCo and RBSC, and "Party" means one of them.
(bbb) "Permitted Business Opportunities" has the meaning ascribed thereto in Section 6.4.
(ccc) "Permitted Encumbrances" shall mean: (i) Encumbrances for taxes, assessments or other charges not yet due and payable; (ii) statutory Encumbrances of landlords, carriers, warehousemen, mechanics, materialmen and other similar liens imposed by Applicable Law, which are incurred in the Ordinary Course; (iii) Encumbrances to secure performance obligations incurred in connection with tenders, statutory obligations, surety, stay, customs and appeals (or commitments in respect thereto), bids, government contracts, trade contracts, performance and return of money bonds and other similar performance obligations; (iv) deposits made in the Ordinary Course; and (v) those encumbrances which do not and will not have a RBSC Material Adverse Effect.
(ddd) "Person" includes an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization, a union, an Authorized Authority or any department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual.
"
(eee) Policy" means the TSXV Policy 2.4 – Capital Pool Companies.
(fff) "Qualifying Transaction" has the meaning ascribed thereto under the Policy.
(ggg) "RBSC" has the meaning ascribed thereto in the recitals.
(hhh) "RBSC Amalgamation Resolution" means the special resolution of RBSC Shareholders to approve the amalgamation of RBSC with SubCo and RBSC HoldCo.
(iii) "RBSC Assets" means the assets, undertaking, property and rights of RBSC, of every kind and description and wheresoever situated, including the Contracts to which RBSC is a party or has rights or obligations under and all other assets and property that RBSC purports to own and all assets and property, including intellectual property, reflected as being owned by RBSC in its financial books and records.
(jjj) "RBSC Broker Warrants" means share purchase warrants of RBSC that entitle the holder to acquire one Unit, comprised of one RBSC New Share and one RBSC New Warrant, at a price of $0.45 per Unit for a period of 24 months pursuant to the terms of the warrant certificate representing the RBSC Broker Warrants.
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(kkk) "RBSC Business" means the business carried on by RBSC which involves bioengineering to create platform technologies which are used to develop innovative, market-ready, functional microorganisms that provide cost-effective solutions to a broad range of environmental, health and industrial efficiency problems.
(lll) "RBSC Circular" means the management information circular of RBSC in respect of the RBSC Meeting.
(mmm) "RBSC Debentures" means $5,000,000 aggregate principal amount of convertible debentures each of which entitles the holder thereof to acquire one RBSC Share at $1.50 per RBSC Share prior to giving effect to the RBSC Share Split.
(nnn) "RBSC Disclosure Letter" means the disclosure letter dated as of the date of this Agreement from RBSC to Timeless.
(ooo) "RBSC Financial Statements" means the audited annual consolidated financial statements of RBSC for the years ended September 30, 2022 and 2021 and the unaudited condensed consolidated interim financial statements of RBSC for the three months ended December 31, 2022.
(ppp) "RBSC HoldCo" has the meaning ascribed thereto in the recitals.
(qqq) "RBSC HoldCo Amalgamation Resolution" means the resolution of the RBSC HoldCo Shareholders approving the Amalgamation.
(rrr) "RBSC HoldCo Shares" means the common shares in the capital of RBSC HoldCo.
(sss) "RBSC HoldCo Shareholders" means the holders of RBSC HoldCo Shares.
(ttt) "RBSC HoldCo Warrants" means share purchase warrants of RBSC HoldCo that entitle the holder to acquire one RBSC HoldCo Share pursuant to the terms of the warrant certificate representing the RBSC HoldCo Warrants.
(uuu) "RBSC Information" means the information included in the Filing Statement (including information incorporated into the Filing Statement by reference) describing RBSC and the RBSC Business.
(vvv) "RBSC Material Adverse Change" or "RBSC Material Adverse Effect" means, with respect to RBSC and RBSC HoldCo, any fact or state of facts, circumstance, change, effect, occurrence or event that individually or in the aggregate is, or could reasonably be expected to be, material and adverse to the condition (financial or otherwise), business, operations, properties, licenses, affairs, assets, liabilities (whether absolute, accrued, contingent or otherwise), capitalization, results of operations or cash flows of RBSC, taken as a whole, other than any such change, effect, occurrence or event directly or indirectly relating to or resulting from:
(i) conditions affecting the RBSC Business industry generally in jurisdictions in which RBSC carries on a material portion of its business;
(ii) changes to Applicable Laws, Taxes, IFRS or changes in accounting or regulatory requirements generally applicable to the RBSC Business industry as a whole;
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(iii) general economic, financial, currency exchange, securities or commodity market conditions in Canada;
(iv) global, national or regional political conditions, including the outbreak of war or acts of terrorism affecting the jurisdictions in which RBSC conducts business;
(v) natural disasters;
(vi) the announcement of this Agreement and the transactions contemplated hereby, including the Amalgamation or the announcement thereof; or
(vii) any matter expressly consented to in writing by Timeless after the date hereof or permitted or required by this Agreement.
(www) "RBSC Meeting" means the special meeting of the RBSC Shareholders to be held to approve the RBSC Resolutions and any and all adjournments of such meeting.
(xxx) "RBSC New Share Resolution" means the special resolution of RBSC Shareholders to authorize the creation of the RBSC New Shares.
(yyy) “RBSC New Shares” means the new class of common shares in the capital of RBSC to be designated as Class B common shares, issuable pursuant to the Brokered Financing.
(zzz) “RBSC New Shareholders” means the holders of RBSC New Shares.
(aaaa) “RBSC New Warrants” means share purchase warrants of RBSC that entitle the holder to acquire one RBSC New Share at a price of $0.65 per share for a period of 24 months pursuant to the terms of the warrant certificate representing the RBSC New Warrants.
(bbbb) "RBSC Options" means 2,597,000 options in the capital of RBSC, each of which entitles the holder thereof to acquire one RBSC Share.
(cccc) "RBSC Option Plan" means the stock option plan for the directors, officers, employees, advisors, and consultants of RBSC in effect on the date hereof.
(dddd) "RBSC Resolutions" means the RBSC New Share Resolution, RBSC Amalgamation Resolution and the RBSC Share Split Resolution.
(eeee) "RBSC Share Split" means the share split of the RBSC Shares on the basis of 3 post-share split RBSC Shares for each one pre-share split RBSC Shares, or such other ratio as may be agreed to by RBSC and Timeless, to be completed immediately prior to Closing.
(ffff) "RBSC Share Split Resolution" means the special resolution of RBSC Shareholders and, if applicable, RBSC New Shareholders to approve the RBSC Share Split.
(gggg) "RBSC Shares" means the common shares in the capital of RBSC.
(hhhh) "RBSC Shareholders" means the holders of RBSC Shares.
(iiii) "RBSC Warrants" means 4,335,657 outstanding warrants of RBSC, each such RBSC Warrant entitling the holder thereof to acquire one RBSC Share pursuant to the terms of the warrant certificate representing the RBSC Warrants.
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(jjjj) "Recipient" has the meaning ascribed thereto in Section 6.1(a).
(kkkk) "Registrar" means the Registrar of Corporations or a Deputy Registrar of Corporations for the Province of British Columbia duly appointed under the BCBCA.
(llll) "Representatives" has the meaning ascribed thereto in Section 6.1(a).
(mmmm)"Resulting Issuer" means Timeless after giving effect to the Name Change, the Consolidation and the Amalgamation.
(nnnn) "Resulting Issuer Broker Warrants" means the share purchase warrants of the Resulting Issuer to be exchanged on a one-to-one basis for each issued and outstanding RBSC Broker Warrant entitling the holder thereof to subscribe for one additional post-Consolidation Timeless Share on the same terms and conditions as each previously held RBSC Broker Warrant.
(oooo) "Resulting Issuer Option Plan" means the option plan as adopted by Timeless pursuant to the Option Plan Resolution.
(pppp) "Resulting Issuer Options" means the options of the Resulting Issuer to be issued, pursuant to the Resulting Issuer Option Plan, in exchange for the RBSC Options on a oneto-one basis, each entitling the holder thereof to purchase one post-Consolidation Timeless Share on substantially the same terms as such RBSC Option or Timeless Option was granted.
(qqqq) "Resulting Issuer Warrants" means the share purchase warrants of the Resulting Issuer to be exchanged on a one-to-one basis for each issued and outstanding RBSC Warrant, RBSC HoldCo Warrant and RBSC New Warrant entitling the holder thereof to subscribe for one additional post-Consolidation Timeless Share on the same terms and conditions as each previously held RBSC Warrant, RBSC HoldCo Warrant and RBSC New Warrant.
(rrrr) "SEDAR" means the System for Electronic Document Analysis and Retrieval.
(ssss) "Sponsor" has the meaning ascribed thereto in TSXV Policy 1.1 – Interpretation
(tttt) "SubCo" has the meaning ascribed thereto in the recitals.
(uuuu) "SubCo Amalgamation Resolution" means the resolution of Timeless, as sole shareholder of SubCo, approving the Amalgamation.
(vvvv) "SubCo Shares" means the common shares in the capital of SubCo.
(wwww)"Subsidiary" means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof or over which the specified body corporate holds more than 50% of the votes for the directors thereof and will include any body corporate, partnership, joint venture or other Person (other than an individual) over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate.
(xxxx) "Tax Act" means the Income Tax Act (Canada).
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(yyyy) "Tax Returns" means all returns, reports, declarations, elections, notices, filings, information returns, and statements in respect of Taxes that are filed or required to be filed with any applicable Authorized Authority, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form.
(zzzz) "Taxes" means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, carbon taxes transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, pension plan premiums and contributions, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, GST/HST, sales taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Authorized Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties.
(aaaaa) "Timeless" has the meaning ascribed thereto in the recitals.
(bbbbb)"Timeless Circular" means the management information circular of Timeless in respect of the Timeless Meeting.
(ccccc) "Timeless Financial Statements" means the audited annual consolidated financial statements for the years ended December 31, 2022 and 2021 as filed on SEDAR.
(ddddd)"Timeless Information" means the information included in the Filing Statement (including information incorporated into the Filing Statement by reference) describing Timeless, SubCo and the business, operations and affairs of Timeless.
(eeeee) "Timeless Material Adverse Change" or "Timeless Material Adverse Effect" means, with respect to Timeless and SubCo, any fact or state of facts, circumstance, change, effect, occurrence or event that individually or in the aggregate is, or could reasonably be expected to be, material and adverse to the condition (financial or otherwise), business, affairs, assets, liabilities (whether absolute, accrued, contingent or otherwise) or capitalization, taken as a whole, other than any such change, effect, occurrence or event directly or indirectly relating to or resulting from:
(i) changes to Applicable Laws, Taxes, IFRS or changes in accounting or regulatory requirements generally applicable to the RBSC Business industry as a whole;
(ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada;
(iii) the announcement of this Agreement and the transactions contemplated hereby, including the Amalgamation or the announcement thereof; or
(iv) any matter expressly consented to in writing by RBSC after the date hereof or permitted or required by this Agreement.
(fffff) "Timeless Material Contracts" has the meaning ascribed thereto in Section 4.12.
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(ggggg)"Timeless Meeting" means the annual and special meeting of the Timeless Shareholders held February 10, 2023 to approve the matters to be approved by the Timeless Shareholders, which included the Timeless Resolutions.
(hhhhh)"Timeless Option Plan" means the stock option plan for the directors, officers, employees and consultants of Timeless in effect on the date hereof.
(iiiii) "Timeless Options" means 266,666 options in the capital of Timeless granted pursuant to the Timeless Option Plan, each of which entitles the holder thereof to acquire one Timeless Share.
(jjjjj) "Timeless QT Shares" means the Timeless Shares, on a post-Consolidation basis, issued in connection with the Qualifying Transaction and for greater certainty, includes the Timeless Shares issued in exchange for RBSC Shares on a post-RBSC Share Split basis and Timeless Shares issued in exchange for RBSC New Shares and RBSC HoldCo Shares.
(kkkkk)"Timeless Resolutions" means collectively, the Consolidation Resolution, the Name Change Resolution and the Option Plan Resolution each approved at the Timeless Meeting.
(lllll) "Timeless Shares" means common shares in the capital of Timeless.

(mmmmm)"Timeless Shareholders" means the holders of Timeless Shares.

(nnnnn)"Transfer Agent" means TSX Trust Company, in its capacity as registrar and transfer agent for the Timeless Shares.
(ooooo)"Transferred RBSC Shares" has the meaning ascribed thereto in Section 2.9(d)(i).
(ppppp)"Transferred RBSC HoldCo Shares" has the meaning ascribed thereto in Section 2.9(d)(iii).
(qqqqq)"Transferred RBSC New Shares" has the meaning ascribed thereto in Section 2.9(d)(ii).
(rrrrr) "TSXV" means the TSX Venture Exchange Inc.
(sssss) "TSXV Escrow Agreement" means the escrow agreement to be entered into among Timeless, the Transfer Agent and certain shareholders of RBSC in compliance with the requirements of the TSXV, with the securities subject to such agreement to be released in accordance with the prescribed policies of TSXV.
(ttttt) "Unit" means a unit of RBSC consisting of one RBSC New Share and one RBSC New Warrant.

1.2 References and Headings

The references "hereunder", "herein", "hereby", and "hereof" refer to the provisions of this Agreement and references to Articles, Sections and Schedules herein refer to articles, sections or schedules of this Agreement. Any reference to time shall refer to Vancouver time. The headings of the Articles, Sections, Schedules and any other headings, captions or indices herein are inserted for convenience of reference only and shall not be used in any way in construing or interpreting any provision hereof.

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1.3 Singular/Plural; Derivatives

Whenever the singular or masculine or neuter is used in this Agreement, it shall be interpreted as meaning the plural or feminine or body politic or corporate, and vice versa, as the context requires. Where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires.

1.4 Statutory References

Any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing the statute so referred to or the regulations made pursuant thereto.

1.5 Conflicts

If there is any conflict or inconsistency between a provision of the body of this Agreement and that of any Schedule hereto or any document delivered pursuant to this Agreement, the provision of the body of this Agreement shall prevail.

1.6 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with IFRS, such reference will be deemed to be to the IFRS from time to time approved by the Canadian Institute of Chartered Accountants, the Canadian Accounting Standards Board or any successor institute, and applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.7 Computation of Time Periods

Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement shall exclude the first day and include the last day of such period. If the time limited for the performance or completion of any matter under this Agreement expires or falls on a day that is not a Business Day, the time so limited shall extend to the next following Business Day. To the extent that interest is calculated for a period ending on a day that is not a Business Day, the last day of such period, for the purposes of calculating interest, shall extend to the next following Business Day.

1.8 Knowledge

Where any representation, warranty or other statement in this Agreement is expressed to be made by a Party to its knowledge or is otherwise expressed to be limited in scope to facts or matters of which a Party is aware, it shall mean such knowledge as is actually known to the senior officers of such Party, after reasonable inquiry.

1.9 Canadian Dollars

All dollar amounts referred to in this Agreement are in Canadian funds, unless otherwise indicated herein. All payments contemplated herein shall be by wire transfer, certified cheque or bank draft issued by a Canadian bank or such other transfer of immediately available funds as may be acceptable to the Parties.

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1.10 Schedules

The following Schedules are attached hereto and made part of this Agreement:

Schedule A Articles of Amalgamation/Amalgamation Application Schedule B Terms of Amalco Common Shares

1.11 Disclosure Letter

For the purposes of this Agreement, "disclosed in writing to Timeless" means actually disclosed in writing by RBSC to Timeless in the RBSC Disclosure Letter.

ARTICLE 2 AMALGAMATION

2.1 Amalgamation

On or before the Closing Date, subject to the terms and conditions of this Agreement and receipt of necessary approvals, including Exchange Acceptance, each of the Parties agree that RBSC, RBSC HoldCo and SubCo shall amalgamate, by way of statutory amalgamation under Section 269 of the BCBCA, and continue as one corporation ("Amalco") effective at the Effective Time upon and subject to the terms and conditions and in the manner set out in this Agreement.

2.2 Shareholder Approvals

(a) Timeless held the Timeless Meeting and the Timeless Resolutions were approved by the Timeless Shareholders.
(b) RBSC shall call the RBSC Meeting to approve the RBSC Resolutions and will prepare and mail the RBSC Circular to the RBSC Shareholders, and, if applicable, RBSC New Shareholders in a form, and with content, acceptable to Timeless and RBSC acting reasonably. RBSC will not amend or supplement the RBSC Circular without the prior written consent of Timeless, with such consent not to be unreasonably withheld or delayed.
(c) RBSC HoldCo Shareholders shall execute the RBSC HoldCo Amalgamation Resolution.
(d) Timeless shall execute the SubCo Amalgamation Resolution.

2.3 Name of Amalco

The name of Amalco will be "Renaissance BioScience Corp.", or such name as agreed to by the Parties.

2.4 Registered Office

The mailing and delivery addresses of the registered office and records office of Amalco shall be situated in the Province of British Columbia and shall be located at: 200 Burrard Street #1200, Vancouver, British Columbia, V7X 1T2.

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2.5 Directors

(a) The number of directors of Amalco will be a minimum of one and a maximum of ten.
(b) The number of first directors of Amalco shall be three. Subject to prior TSXV approval in connection with the Amalgamation and compliance with all Applicable Laws the following persons will be the first directors of Amalco:

Name	Address
Maurice Boucher	2389 Health Sciences Mall, Vancouver, BritishColumbia, V6T 1Z4
John Husnik	2389 Health Sciences Mall, Vancouver, BritishColumbia, V6T 1Z4
Blair Jordan	1864 Duchess Avenue, West Vancouver, BritishColumbia, V7V1R1

The first directors shall hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected. The subsequent directors shall be elected each year thereafter as provided for in the bylaws of Amalco. The management and operation of the business and affairs of Amalco shall be under the control of the board of directors as it is constituted from time to time.

2.6 Officers

Effective as of the Closing and subject to prior TSXV approval in connection with the Amalgamation and compliance with all Applicable Laws, the initial officer of Amalco will be:

Name	Title
Maurice Boucher	President

2.7 Financial Year End

The financial year-end of Amalco will be September 30.

2.8 Authorized Capital

(a) Amalco will be authorized to issue an unlimited number of common shares (the "Amalco Common Shares").
(b) The rights, privileges, restrictions and conditions attaching to the Amalco Common Shares are set forth in Schedule B.

2.9 Effect of the Amalgamation on Securities

On the Effective Date, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

(a) Immediately prior to Closing, and prior to the closing of the Brokered Financing, RBSC shall effect the RBSC Share Split.
(b) The Parties shall cause the Amalgamation Application to be filed to effect the Amalgamation.
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(c) SubCo, RBSC HoldCo and RBSC shall amalgamate to form Amalco, a corporation subsisting under the BCBCA.
(d) Immediately upon the Amalgamation, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:
(i) each RBSC Share issued and outstanding before the Effective Time, as adjusted to reflect the RBSC Share Split, (the "Transferred RBSC Shares") shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor one (1) fully paid and non-assessable Timeless QT Share, on a post-Consolidation basis, at a deemed price of $0.45 per Timeless Share that are subject to the hold period described in Section 2.14;
(ii) each RBSC New Share issued and outstanding before the Effective Time (the "Transferred RBSC New Shares") shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor one (1) fully paid and non-assessable Timeless QT Share, on a post-Consolidation basis, at a deemed price of $0.45 per Timeless Share;
(iii) each RBSC HoldCo Share issued and outstanding before the Effective Time (the "Transferred RBSC HoldCo Shares") shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor one (1) fully paid and non-assessable Timeless QT Share, on a post-Consolidation basis, at a deemed price of $0.45 per Timeless Share;
(iv) each SubCo Share issued and outstanding immediately before the Effective Time shall be replaced by one Amalco Common Share issued to Timeless;
(v) in consideration of the issue of the Timeless QT Shares to effect the Amalgamation, Amalco will issue to Timeless one fully paid and non-assessable Amalco Common Share for each Timeless QT Share issued pursuant to Sections 2.9(d)(i), (ii) and (iii);
(vi) all issued and outstanding RBSC Warrants, as adjusted to reflect the RBSC Share Split, shall be exchanged for Resulting Issuer Warrants on the basis of one (1) Resulting Issuer Warrant for each RBSC Warrant, and each Resulting Issuer Warrant so issued shall entitle the holder thereof to receive, upon the subsequent exercise thereof, that number of Timeless QT Shares equal to the number of RBSC Shares issuable under the RBSC Warrants immediately prior to the Effective Time on the same terms and conditions as such RBSC Warrants, and all such RBSC Warrants shall be cancelled;
(vii) all issued and outstanding RBSC New Warrants shall be exchanged for Resulting Issuer Warrants on the basis of one (1) Resulting Issuer Warrant for each RBSC New Warrant, and each Resulting Issuer Warrant so issued shall entitle the holder thereof to receive, upon the subsequent exercise thereof, that number of Timeless QT Shares equal to the number of RBSC New Shares issuable under the RBSC New Warrants immediately prior to the Effective Time on the same terms and conditions as such RBSC New Warrants, and all such RBSC New Warrants shall be cancelled;
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(viii) all issued and outstanding RBSC HoldCo Warrants shall be exchanged for Resulting Issuer Warrants on the basis of one (1) Resulting Issuer Warrant for each RBSC HoldCo Warrant, and each Resulting Issuer Warrant so issued shall entitle the holder thereof to receive, upon the subsequent exercise thereof, that number of Timeless QT Shares equal to the number of RBSC HoldCo Shares issuable under the RBSC HoldCo Warrants immediately prior to the Effective Time on the same terms and conditions as such RBSC HoldCo Warrants, and all such RBSC HoldCo Warrants shall be cancelled;
(ix) all issued and outstanding RBSC Broker Warrants shall be exchanged for Resulting Issuer Warrants on the basis of one (1) Resulting Issuer Broker Warrant for each RBSC Broker Warrant, and each Resulting Issuer Broker Warrant so issued shall entitle the holder thereof to receive, upon the subsequent exercise thereof, that number of Timeless QT Shares and Resulting Issuer Warrants equal to the number of Units issuable under the RBSC Broker Warrants immediately prior to the Effective Time on the same terms and conditions as such RBSC Broker Warrants, and all such RBSC Broker Warrants shall be cancelled;
(x) each RBSC Option outstanding immediately before the Effective Time, as adjusted to reflect the RBSC Share Split, shall be exchanged for Resulting Issuer Options on the basis of one (1) Resulting Issuer Option for each RBSC Option, and each Resulting Issuer Option so issued shall entitle the holder thereof to receive, upon the subsequent exercise thereof, that number of Timeless QT Shares equal to the number of RBSC Shares issuable under the RBSC Option immediately prior to the Effective Time on the same terms and conditions as such RBSC Options, and all such RBSC Options shall be cancelled; and
(xi) Amalco shall be a wholly-owned Subsidiary of Timeless with Timeless holding all of the issued and outstanding Amalco Common Shares.

2.10 Effect of Certificate of Amalgamation

On the Effective Date: (a) the Amalgamation of RBSC, RBSC HoldCo and SubCo and their continuance as one corporation shall become effective; (b) the property of each of RBSC, RBSC HoldCo and SubCo shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of each of RBSC, RBSC HoldCo and SubCo; (d) any existing cause of action, claim or liability to prosecution shall be unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against either RBSC, RBSC HoldCo or SubCo may be continued to be prosecuted by or against Amalco; (f) a conviction against, or ruling, order or judgment in favour of or against, either RBSC, RBSC HoldCo or SubCo may be enforced by or against Amalco; and (g) the Articles of Amalgamation shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco.

2.11 Dissenting Shareholders

Registered RBSC Shareholder's may exercise Dissent Rights in connection with the Amalgamation pursuant to and in the manner set forth in Section 238 of the BCBCA. RBSC shall give Timeless (i) prompt notice of any written notices of exercise of Dissent Rights, withdrawals of such notices, and any other instruments served pursuant to the BCBCA and received by RBSC; and (ii) the opportunity to participate in all negotiations and proceedings with respect to such rights. Without the prior written consent of

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Timeless, except as required by Applicable Laws, RBSC shall not make any payment with respect to any such rights or offer to settle or settle any such rights.

RBSC Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by this Agreement. However, if a Dissenting Shareholder fails to perfect or effectively withdraw its claim under Section 238 of the BCBCA or forfeits its right to make a claim under Section 238 of the BCBCA or if its rights as an RBSC Shareholder are otherwise reinstated, such RBSC Shareholder's RBSC Shares shall thereupon be deemed to have been exchanged for Timeless QT Shares as of the Effective Date as prescribed by this Agreement.

2.12 Fractional Securities

No fractional securities of Timeless will be issued pursuant to the Amalgamation. In the event that a securityholder of RBSC or RBSC HoldCo would otherwise be entitled to a fractional security, the number of securities of Timeless issued to such securityholder shall be rounded up to the next greater whole number of such security if the fractional entitlement is equal to or greater than 0.5 and shall be rounded down to the next lesser whole number of such security if the fractional entitlement is less than 0.5. In calculating such fractional interests, all securities of Timeless, as the case may be, registered in the name of or beneficially held by a Timeless securityholder or their nominee shall be aggregated.

2.13 Restrictions on Securities - Amalco

Subject to Schedule B, unless and for so long as Amalco is not a public company, no Amalco Common Shares may be transferred without the written consent of the directors of Amalco, which consent may be withheld at their sole discretion and without reason therefor.

2.14 Restrictions on Securities - Timeless QT Shares

The Parties acknowledge and agree that the Timeless QT Shares will be subject to compliance with applicable Canadian Securities Laws. In addition, the Timeless QT Shares to be issued to certain of the shareholders of RBSC, as required by TSXV, will be subject to the TSXV Escrow Agreement and certain hold periods as determined by the Exchange and as indicated in the TSXV Escrow Agreement. The Parties further agree that in addition to any resale restrictions applicable to the Timeless QT Shares pursuant to the polices of the Exchange or Applicable Laws, all of the Timeless QT Shares issued to the RBSC Shareholders in exchange for their RBSC Shares, will be subject to a hold period whereby 10% of such RBSC Shares will be released on the date that is six months from the Effective Date, 15% of such RBSC Shares will be released on the date that is twelve months from the Effective Date, 15% of such RBSC Shares will be released on the date that is eighteen months from the Effective Date, 15% of such RBSC Shares will be released on the date that is twenty four months from the Effective Date, 15% of such RBSC Shares will be released on the date that is thirty months from the Effective Date, 15% of such RBSC Shares will be released on the date that is thirty six months from the Effective Date and the remaining 15% of such RBSC Shares will be released on the date that is forty two months from the Effective Date. During such time periods, the holders of such Timeless QT Shares shall not be permitted to trade or otherwise sell or dispose of the Timeless QT Shares without the express written consent of the Resulting Issuer. The certificates representing the Timeless QT Shares issued to the RBSC Shareholders will bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY SHALL BE SUBJECT TO A HOLD PERIOD (“HOLD PERIOD”) AND SHALL NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNTIL THE HOLD PERIOD EXPIRES AS FOLLOWS: (A) 10% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD

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PERIOD ON THE DATE THAT IS SIX MONTHS FROM [INSERT EFFECTIVE DATE] (THE “EFFECTIVE DATE”); (B) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS TWELVE MONTHS FROM THE EFFECTIVE DATE; (C) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS EIGHTEEN MONTHS FROM THE EFFECTIVE DATE; (D) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS TWENTY FOUR MONTHS FROM THE EFFECTIVE DATE; (E) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS THIRTY MONTHS FROM THE EFFECTIVE DATE; (C) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS THIRTY SIX MONTHS FROM THE EFFECTIVE DATE; AND (D) 15% OF THE SECURITIES REPRESENTED HEREBY WILL BE RELEASED FROM THE HOLD PERIOD ON THE DATE THAT IS FORTY TWO MONTHS FROM THE EFFECTIVE DATE, PROVIDED THAT THE SECURITIES REPRESENTED HEREBY MAY BE RELEASED FROM THE HOLD PERIOD AT SUCH EARLIER TIMES AS MAY BE CONSENTED TO BY THE COMPANY IN WRITING”

The restrictions on the transfer of securities outlined in this Section 2.14 will not apply to the Transferred RBSC New Shares and the Transferred RBSC HoldCo Shares.

2.15 Certificates

(a) On the Effective Date:
(i) upon surrender of an original certificate(s) representing (i) the Transferred RBSC Shares held by a RBSC Shareholder, other than a Dissenting Shareholder; (ii) the Transferred RBSC New Shares held by a RBSC New Shareholder; or (iii) the Transferred RBSC HoldCo Shares held by a RBSC HoldCo Shareholder, to the Depositary together with such other documents as the Depositary may reasonably require, each RBSC Shareholder, RBSC New Shareholder and RBSC HoldCo Shareholder shall be entitled, subject to the provisions of the TSXV Escrow Agreement, to receive a share certificate representing the number of Timeless QT Shares to which it is entitled as provided in Section 2.9(d)(i), (ii) and (iii) respectively;
(ii) the certificates evidencing Transferred RBSC Shares, Transferred RBSC New Shares and Transferred RBSC HoldCo Shares shall cease to represent any claim upon or interest in RBSC or RBSC HoldCo, as appropriate, other than the right of the holder to receive, pursuant to the terms of this Agreement, Timeless QT Shares representing the consideration for the properly deposited shares in accordance with Section 2.9(d)(i), (ii) or (iii) or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders who's Transferred RBSC Shares have been deemed to have been exchanged for Timeless QT Shares pursuant to Section 2.11, to receive the fair value of the Transferred RBSC Shares represented by such certificates;
(iii) any certificate formerly representing Transferred RBSC Shares, Transferred RBSC New Shares or Transferred RBSC HoldCo Shares that is not deposited on or before the sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder of such Transferred RBSC Shares, Transferred RBSC New Shares or Transferred RBSC HoldCo Shares to
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receive the consideration provided in Section 2.9(d)(i), (ii) or (iii) respectively shall be deemed to be surrendered to the Resulting Issuer together with all dividends or distributions thereon held for such holder; and

(iv) upon receipt by the Depositary of any original certificate(s) representing the Transferred RBSC Shares, Transferred RBSC New Shares or Transferred RBSC HoldCo Shares together with such other documents as the Depositary may reasonably require, the Depositary shall register the Timeless QT Shares in the name of the depositing former RBSC Shareholder, RBSC New Shareholder or RBSC HoldCo Shareholder, or as properly directed, and shall deliver by first class mail, postage prepaid, or in the case of postal disruption, by such other means as the Depositary deems prudent, such certificates representing Timeless QT Shares or evidence of Direct Registration System statements, as the case may be, to such address as such depositing former RBSC Shareholder, RBSC New Shareholder or RBSC HoldCo Shareholder may properly direct, as soon as practicable after receipt by the Depositary of such documents.
(b) Any dividends paid or distributions made with respect to the Timeless QT Shares allotted and issued pursuant to this Agreement but for which a certificate representing such Timeless QT Shares has not been issued shall be paid or delivered to Depositary in trust for the registered holder thereof. All monies received by the Depositary shall be invested by it in interest-bearing trust accounts upon such terms as the Resulting Issuer may reasonably deem appropriate. The Depositary shall pay and deliver to any such registered holder as soon as reasonably practicable after application therefore is made by the registered holder to the Depositary in such form as the Depositary may reasonably require, such dividends, distributions and any interest thereof to which such holder is entitled, net of applicable withholding and other taxes.
(c) If any certificate which immediately prior to the Effective Time represented an interest in Transferred RBSC Shares, Transferred RBSC New Shares or Transferred RBSC HoldCo Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former RBSC Shareholder, RBSC New Shareholder or RBSC HoldCo Shareholder claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the former RBSC Shareholder, RBSC New Shareholder or RBSC HoldCo Shareholder is entitled pursuant to this Agreement (and any dividends or distributions with respect thereto) as determined in accordance with Section 2.9(d)(i), (ii) or (iii) respectively. The former RBSC Shareholder, RBSC New Shareholder or RBSC HoldCo Shareholder who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to the Resulting Issuer and the Transfer Agent, which bond is in form and substance satisfactory to the Resulting Issuer and the Transfer Agent, or shall otherwise indemnify the Resulting Issuer and the Transfer Agent against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

2.16 Stated Capital

The amounts to be added on the Effective Date to the stated capital accounts to be maintained by Amalco will be determined by RBSC in accordance with IFRS.

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2.17 No Restrictions on Business

There will be no restrictions on the business Amalco may carry on or on the powers Amalco may exercise.

2.18 Number of Directors

The number of directors of Amalco, within the minimum and maximum number set out in Section 2.5(a), may be determined from time to time by resolution of the shareholders. With respect to any vacancy among the directors, the shareholders may elect or appoint the directors needed to fill such vacancies in the board of directors.

2.19 Amalgamation Application, Articles of Amalgamation and Articles

The form of Amalgamation Application which shall include the Articles of Amalgamation of Amalco shall be in the form set forth in Schedule A. The articles of Amalco will be the articles of SubCo in effect at the Effective Time, such articles after the Effective Time to be supplemented, amended or repealed in accordance with the provisions of the BCBCA relating to the making, amending and repealing of articles.

2.20 Auditors

The auditors of Amalco, until the first annual meeting of shareholders, will be Crowe Mackay LLP unless they resign or are removed in accordance with the BCBCA.

2.21 Concerning the Resulting Issuer

(a) At the Effective Time and subject to delivery of mutual releases acceptable to Timeless and RBSC, each acting reasonably, Timeless shall deliver the sequential resignations of each applicable director, other than Blair Jordan as director, and officer of Timeless so that nominees of RBSC can be appointed in their stead.
(b) At the Effective Time, the auditors of Timeless, until the next annual meeting of shareholders, will be MNP LLP unless they resign or are removed in accordance with the BCBCA.

2.22 Employees and Employment Agreements

All current RBSC employees shall continue to be employed by Timeless or Amalco, as applicable, after the Effective Date on the terms and conditions (including compensation or severance) comparable, in the aggregate, to the terms and conditions on which they are currently employed.

2.23 Filing of Documents

Upon the shareholders of each of RBSC, RBSC HoldCo and SubCo approving this Agreement by special resolution in accordance with the BCBCA, RBSC, RBSC HoldCo and SubCo shall jointly file with the Registrar under the BCBCA, the Amalgamation Application in the form attached hereto and such other documents as may be required to effect the Amalgamation.

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF RBSC

3.1 Representations and Warranties of RBSC and RBSC HoldCo

RBSC and RBSC HoldCo represent and warrant to Timeless as follows and acknowledges and confirms that Timeless is relying on such representations and warranties in connection with its entering into this Agreement. The representations and warranties are provided in the context of the Amalgamation and completion of all or any part of the Amalgamation will not constitute a violation of any of the representations and warranties set forth below.

3.2 Corporate Standing

RBSC and RBSC HoldCo are valid and subsisting corporations under the Applicable Law of the Province of British Columbia and are duly qualified or registered to transact business in each jurisdiction in which failure to be so qualified or registered would result in a RBSC Material Adverse Effect.

3.3 Power and Authority

RBSC and RBSC HoldCo have all requisite corporate power, authority and approvals to enter into this Agreement and each of the other agreements and instruments to be delivered by RBSC and RBSC HoldCo concurrently herewith, as required for completion of the Amalgamation, and to perform all of its respective obligations hereunder and thereunder, and this Agreement has been, and such other agreements and instruments that are required hereunder to be delivered by RBSC and RBSC HoldCo are duly executed and delivered by RBSC and RBSC HoldCo and constitute, and will constitute, legal, valid and binding obligations of RBSC and RBSC HoldCo enforceable against RBSC and RBSC HoldCo in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

3.4 Approval by the RBSC Board of Directors

The board of directors of RBSC and RBSC HoldCo have unanimously: (i) approved the Amalgamation and the execution, delivery and performance of this Agreement; and (ii) directed that the matters to be approved at the RBSC Meeting be submitted to the RBSC Shareholders and, if applicable, RBSC New Shareholders at the RBSC Meeting.

3.5 Execution and Delivery

The execution and delivery of this Agreement and each of the agreements and instruments to be delivered pursuant to the Amalgamation by RBSC and RBSC HoldCo, and the completion by RBSC and RBSC HoldCo of the transactions contemplated hereby and thereby, do not and will not:

(a) result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, bylaws or resolutions (whether of the directors, a committee of the directors or the shareholders) of RBSC or RBSC HoldCo, any Applicable Law, any indenture, mortgage, note, Contract (written or oral), instrument or other document to which RBSC or RBSC HoldCo are a party or by which they are bound, or any judgment, decree, order, statute, rule, policy, instrument or regulation applicable to
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RBSC or RBSC HoldCo, which default or breach might reasonably be expected to have a RBSC Material Adverse Effect; or

(b) create a right for any other Party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, Contract (written or oral), instrument or other document to which RBSC or RBSC HoldCo are a Party or by which either is bound which, upon exercise of such right, might reasonably be expected to have a RBSC Material Adverse Effect.

3.6 Corporate Records

The corporate records and minute books of RBSC and RBSC HoldCo are complete and true and correct in all material respects and the minute books contains copies of the Constating Documents of RBSC and RBSC HoldCo and minutes of all meetings of the directors, committees of directors and shareholders of RBSC and RBSC HoldCo and of all written resolutions of such directors, committees and shareholders and all such meetings were duly called and properly held and all such resolutions were properly adopted.

3.7 No Defaults Under Applicable Law

RBSC and RBSC HoldCo have not received any notice, and, to the knowledge of RBSC and RBSC HoldCo, neither is in default or violation, of any material order, rule, regulation, writ, injunction or decree of any court or Authorized Authority or any statute, regulation, rule, policy or bylaw which have a RBSC Material Adverse Effect.

3.8 Bankruptcy

(a) No action or proceeding has been commenced or filed by or against RBSC or RBSC HoldCo which seeks or would reasonably be expected to lead to:
(i) receivership, bankruptcy, a commercial proposal or similar proceeding of RBSC or RBSC HoldCo;
(ii) the adjustment or compromise of claims against RBSC or RBSC HoldCo; or
(iii) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for RBSC or RBSC HoldCo or any portion of its assets, and no such action or proceeding has been authorized or is being considered by or on behalf of RBSC or RBSC HoldCo.
(b) RBSC nor RBSC HoldCo has:
(i) made, or is considering making, an assignment for the benefit of its creditors; or
(ii) requested, or is considering requesting, a meeting of its creditors to seek a reduction, compromise, composition or other accommodation with respect to its indebtedness.

3.9 Accurate Disclosure

No representation, warranty or statement of RBSC or RBSC HoldCo in this Agreement or the Filing Statement contains or will contain at Closing any untrue statement of a material fact or omits or will omit

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to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading.

3.10 Compliance with Applicable Law; Registrations

(a) RBSC and RBSC HoldCo have filed all material statements and reports required to be filed with any Authorized Authority having jurisdiction and have complied and are complying in all material respects with all Applicable Law respecting RBSC and RBSC HoldCo and the conduct of the RBSC Business.
(b) RBSC has all requisite power and authority and has all necessary registrations, licenses and permits to carry on RBSC Business as now conducted by it and to own, lease and operate its properties and assets and all such licenses, registrations or qualifications which are material are valid and existing in good standing, except to the extent that the failure to have such registrations, licences and permits or to have such licenses, registration or qualifications in good standing, either individually or in the aggregate, would reasonably be expected to have a RBSC Material Adverse Effect.

3.11 Subsidiaries

RBSC and RBSC HoldCo have no direct or indirect subsidiaries as that term is defined in the BCBCA, other than as disclosed in the Filing Statement or as otherwise disclosed in writing to Timeless.

3.12 Capitalization

(a) The authorized capital of RBSC consists of an unlimited number of common shares. As of the date hereof, there are 25,253,921 RBSC Shares issued and outstanding.
(b) The authorized capital of RBSC HoldCo consists of an unlimited number of common shares. As of the date hereof, there are 347,400 RBSC HoldCo Shares issued and outstanding.

3.13 Information Provided

The information and statements (other than any forecasts, projections or opinions) which have been supplied by RBSC and RBSC HoldCo for the purposes of Timeless' due diligence purposes were true and correct in all material respects, as of the respective dates of such information or statements and as at the date hereof.

3.14 Partnerships or Joint Ventures

RBSC nor RBSC HoldCo is a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind and is not party to any agreement under which RBSC or RBSC HoldCo agrees to carry on any part of the RBSC Business or any other activity in such manner or by which RBSC or RBSC HoldCo agrees to share any revenue or profit with any other Person.

3.15 Financial Statements

The RBSC Financial Statements have been prepared in accordance with IFRS and fairly, completely and accurately present in all material respects the financial position of RBSC and its results of operations and there has been no RBSC Material Adverse Change in the financial position of RBSC since

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the date thereof and the RBSC Business has been carried on in the usual and Ordinary Course consistent with past practice since the date thereof. RBSC (on a consolidated basis) has no assets and has no liabilities or obligations (absolute, accrued, contingent or otherwise) in excess of $50,000, except: (a) as disclosed in writing to Timeless; (b) as set out in the RBSC Financial Statements; (c) outstanding liabilities incurred after December 31, 2022 which liabilities are consistent with the past practices of RBSC and is taken in the Ordinary Course of the normal day-to-day operations of RBSC; or (d) in connection with the Amalgamation.

3.16 Financial Records and Accounting

(a) The financial books, records and accounts of RBSC and RBSC HoldCo: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of RBSC and RBSC HoldCo; and (iv) accurately and fairly reflect the basis of the RBSC Financial Statements.
(b) There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of RBSC which are required to be disclosed and are not disclosed or reflected in the RBSC Financial Statements and RBSC does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the RBSC Financial Statements other than those incurred in the Ordinary Course of business.
(c) There has been no change in accounting policies or practices of RBSC since the date of its incorporation, other than as required by IFRS and as disclosed in the RBSC Financial Statements.

3.17 No Judgments, Lawsuits or Claims

There are no outstanding judgments against RBSC or RBSC HoldCo or any consent decrees or injunctions to which RBSC or RBSC HoldCo are subject or by which its respective assets are bound and there are no claims, proceedings, actions or lawsuits in existence, or, to RBSC and RBSC HoldCo's knowledge, threatened or asserted, against RBSC or RBSC HoldCo with respect to any of the assets or interests therein of RBSC or RBSC HoldCo that would have a RBSC Material Adverse Effect, including but not limited to environmental actions or claims, or which affect or may affect the cancellation of the Transferred RBSC Shares, Transferred RSBC New Shares or Transferred RBSC HoldCo Shares or which would impair the ability of RBSC or RBSC HoldCo to consummate the Amalgamation or to duly observe and perform any of its covenants or obligations contained in this Agreement or the agreements contemplated herein and neither RBSC nor RBSC HoldCo is aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success.

3.18 Environmental Compliance

Except as would not have a RBSC Material Adverse Effect:

(a) RBSC has conducted, and is conducting, the RBSC Business (including, for greater certainty, all waste disposal pertaining to the RBSC Assets) in compliance in all material respects with all Environmental Laws of each jurisdiction in which it carries on the RBSC Business.
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(b) RBSC is in possession of, and in compliance with, all material environmental licences or permits that are required to own, lease, develop and operate the RBSC Assets and the RBSC Business and all such approvals are in full force and effect.

3.19 Notice of Environmental Actions

Except as would not have a RBSC Material Adverse Effect:

(a) there are no claims, or to the knowledge of RBSC, threatened or pending claims, against RBSC arising out of any Environmental Laws;
(b) there are no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by RBSC, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by RBSC that have not been fully remediated;
(c) RBSC has not settled any allegation of non-compliance of any Environmental Laws short of prosecution;
(d) RBSC has not received notice of any orders or directions from an Authorized Authority relating to violations of Environmental Laws requiring any work, repairs, construction or capital expenditures to be made with respect to the RBSC Assets, including, without limitation, any regulations respecting the use, storage, treatment, transportation or disposition of Hazardous Substances;
(e) RBSC has not assumed or retained by contract or operation of law any losses, expenses, claims, damages or liabilities of any third party pursuant to applicable Environmental Laws; and
(f) to the knowledge of RBSC, it has not failed to report to the proper Authorized Authority the occurrence of any event which is required to be so reported by any Environmental Law.

3.20 Entitlements

Except: (a) for the holders of RBSC Options; (b) the holders of RBSC Warrants; (c) the holders of RBSC New Warrants; (d) the holders of RBSC Broker Warrants; (e) the holders of RBSC HoldCo Warrants; (f) the holders of RBSC Debentures; and (g) pursuant to the Amalgamation, no Person has any agreement with RBSC or RBSC HoldCo or any privilege, warrant, convertible security or option exercisable against RBSC or RBSC HoldCo or any right capable of being an agreement with RBSC or RBSC HoldCo for the purchase of any of the Transferred RBSC Shares, Transferred RBSC New Shares or Transferred RBSC HoldCo Shares or any agreement with RBSC or RBSC HoldCo or any privilege, warrant, convertible security or option exercisable against RBSC or RBSC HoldCo or any right capable of becoming an agreement with RBSC or RBSC HoldCo for the purchase, subscription or issuance of any unissued shares or any other securities of RBSC or RBSC HoldCo.

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3.21 Tax Matters

(a) RBSC and RBSC HoldCo are, immediately before the Amalgamation, "taxable Canadian corporations" for purposes of the Tax Act.
(b) RBSC and RBSC HoldCo have prepared and filed when due with each relevant Authorized Authority all Tax Returns required to be filed by or on behalf of each in respect of any Taxes. All such Tax Returns are correct and complete in all material respects. No extension of time in which to file any such Tax Returns is in effect. No Authorized Authority has asserted that RBSC nor RBSC HoldCo is required to file Tax Returns or pay any Taxes in any jurisdiction where it does not do so.
(c) RBSC and RBSC HoldCo have paid in full and when due all Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments.
(d) No assessments or reassessments of the Taxes of RBSC nor RBSC HoldCo are currently the subject of an objection or appeal. RBSC and RBSC HoldCo have not executed or filed with any Authorized Authority any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes.
(e) RBSC and RBSC HoldCo have withheld from each payment made to any Person, including any of its present or former employees, officers and directors, and all Persons who are or are deemed to be non-residents of Canada for purposes of the Tax Act, all amounts required by Applicable Law to be withheld, and have remitted such withheld amounts within the prescribed periods to the appropriate Authorized Authority. RBSC and RBSC HoldCo have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable or required to be withheld and remitted by it in respect of its employees to the appropriate Authorized Authority within the time required under Applicable Law.
(f) RBSC and RBSC HoldCo have maintained and continue to maintain at their places of business in Canada all records and books of account required to be maintained under the Tax Act, the Excise Tax Act (Canada) and any comparable Applicable Law of any province or territory in Canada, including Applicable Laws relating to sales and use taxes.

3.22 Employment Matters and Employee Plans

(a) RBSC and RBSC HoldCo have disclosed in writing to Timeless a list of its employees and a list of the executive employment agreements between RBSC and RBSC HoldCo and each of its respective executive employees, copies of which have been provided to Timeless.
(b) RBSC and RBSC HoldCo have no Employee Plans of any nature whatsoever, except for those Employee Plans disclosed in writing to Timeless.
(c) Other than as disclosed in writing to Timeless, RBSC and RBSC HoldCo do not have any executive employment contracts (the "Employment Agreements") that contain termination, change of control, or other significant financial obligations of RBSC or RBSC HoldCo, and the completion of the Amalgamation will not trigger any provisions in the Employment Agreements that could result in a financial payout of greater than $50,000 in the aggregate. RBSC and RBSC HoldCo have provided true and correct copies of the
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Employment Agreements and amendments that have been made thereto prior to the date of this Agreement.

(d) RBSC and RBSC HoldCo are not a party to a collective bargaining agreement. To the knowledge of RBSC and RBSC HoldCo, there are no union organizing efforts being made at RBSC or RBSC HoldCo.
(e) RBSC and RBSC HoldCo are operating in material compliance with Applicable Law relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such noncompliance which would not reasonably be expected to have a RBSC Material Adverse Effect.
(f) To the knowledge of RBSC and RBSC HoldCo there are no complaints or threatened complaints against RBSC or RBSC HoldCo before any employment standards branch or tribunal or human rights commission or tribunal, nor, any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers' compensation legislation or pay equity legislation.
(g) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers' compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon RBSC or RBSC HoldCo to do or refrain from doing any act or place a material financial obligation on RBSC or RBSC HoldCo.
(h) Neither the execution and delivery of this Agreement nor the performance of the obligations of RBSC and RBSC HoldCo hereunder will entitle any current or former employee of RBSC or RBSC HoldCo to any severance pay, bonus or other similar payment.

3.23 RBSC and RBSC HoldCo Required Consents

There is no requirement to obtain any consent, approval or waiver of any party in connection with the Amalgamation, except for the RBSC Resolutions and the RBSC HoldCo Amalgamation Resolution or as disclosed in writing to Timeless.

3.24 Change of Control Provisions

Other than as disclosed in writing to Timeless, RBSC and RBSC HoldCo are not a party to or bound by any written or oral agreement or instrument under which the Amalgamation would require a payment of any amount or cause the acceleration of the payment of any amount by RBSC or RBSC HoldCo.

3.25 RBSC Assets

Since December 31, 2022, other than entering into this Agreement and the performance of the obligations hereunder: (a) there has not been any material adverse change in the RBSC Assets (including Liabilities) or the RBSC Business; (b) except as disclosed in writing to Timeless, there has not been any material change in the capital stock or long-term debt of RBSC on a consolidated basis; (c) RBSC has carried on the RBSC Business in the Ordinary Course; and (d) RBSC has not approved and has not entered into any agreement in respect of: (i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material portion of the RBSC Assets whether by asset sale, transfer

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of shares or otherwise; or (ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of RBSC or otherwise (other than in connection with the Amalgamation), of RBSC.

3.26 Real Property and Leases

Other than as disclosed in writing to Timeless, RBSC and RBSC HoldCo have no right, title or interest in any real property and are not a party to any lease or agreement in the nature of a lease for real property or land (other than office, vehicle or equipment leases entered into in the Ordinary Course), whether as lessor or lessee.

3.27 Personal Property

Other than as would not have a RBSC Material Adverse Effect, RBSC has good and valid title to, or a valid and enforceable leasehold interest in, all personal property owned or leased by it, subject to Permitted Encumbrances.

3.28 Pre-emptive Rights

There are no material outstanding rights of first refusal or other pre-emptive rights which entitle any person to acquire any of the RBSC Assets that will be triggered or accelerated by the Amalgamation.

3.29 Insider Debt

None of the directors, former directors, officers, former officers, shareholders, former shareholders or employees of RBSC nor RBSC HoldCo or any Person not dealing at arm's length with any of the foregoing is indebted to RBSC or RBSC HoldCo.

3.30 Non-Arm's Length Transactions

Other than as set forth in or otherwise permitted by the terms of the applicable Employment Agreements, no officer or employee of RBSC or RBSC HoldCo and no entity that is an affiliate or associate of one or more of such individuals:

(a) owns, directly or indirectly, in whole or in part, any property that RBSC uses in the operation of the RBSC Business; or
(b) has any cause of action or other claim whatsoever against RBSC in connection with the RBSC Business.

3.31 Residency

There are no holders of RBSC Shares, RBSC New Shares or RBSC HoldCo Shares resident outside of Canada that together, in the aggregate, own a majority of the outstanding RBSC Shares, RBSC New Shares or RBSC HoldCo Shares.

3.32 Finder's Fees

Other than as disclosed in writing to Timeless, neither RBSC nor RBSC HoldCo has retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated other than in connection with the Brokered Financing.

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3.33 Insurance

Policies of insurance that are in force as of the date hereof naming RBSC or RBSC HoldCo as an insured adequately and reasonably cover all risks as are customarily covered by companies in the industry in which RBSC and RBSC HoldCo operate and having regard to the nature of the risk insured and the relative cost of obtaining insurance protect RBSC and RBSC HoldCo's interests. RBSC and RBSC HoldCo are in compliance, in all material respects, with the terms of such policies and instruments in all material respects. All such policies shall remain in force and effect and shall not be cancelled or otherwise terminated as a result of the transactions contemplated by this Agreement.

3.34 Title

The RBSC Assets are free and clear of all mortgages, pledges, liens, charges, burdens and encumbrances (other than Permitted Encumbrances), and other than Permitted Encumbrances, none of them has done any act or suffered or permitted any action to be done whereby any Person has acquired or may acquire an interest in or to its material properties or assets, nor has any of them done any act, omitted to do any act or permitted any act to be done that may adversely affect or defeat its title to any of its material properties or assets. RBSC is not aware of any defects, failures or impairments in the title that it has to the RBSC Assets.

3.35 Qualifying Transaction

(a) The RBSC Assets and RBSC Business are sufficient to meet the initial listing requirements of the TSXV and, upon completion of the Amalgamation shall be sufficient to constitute a Qualifying Transaction, such that Timeless will no longer be designated a "capital pool company".
(b) To the knowledge of RBSC and RBSC HoldCo, none of the directors or officers of RBSC nor RBSC HoldCo (including upon completion of the Qualifying Transaction) are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange that currently prohibits such individual from acting as a director or officer of a public company or of a company listed on the TSXV.

3.36 Compliance with Certain Laws

(a) The operations of RBSC and RBSC HoldCo are and have been conducted at all times in compliance with the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Authorized Authorities to which they are subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Authorized Authorities or any arbitrator involving RBSC or RBSC HoldCo with respect to the Anti-Money Laundering Laws is, to the knowledge of RBSC or RBSC HoldCo, pending or threatened.
(b) Neither RBSC nor RBSC HoldCo nor any director or officer, or, to the knowledge of RBSC or RBSC HoldCo, employee, agent or other Person acting on behalf of RBSC or RBSC HoldCo has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public
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Officials Act (Canada) or any other Applicable Law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF TIMELESS AND SUBCO

4.1 Representations and Warranties of Timeless and SubCo

Timeless and SubCo represent and warrant to RBSC as follows and acknowledges and confirms that RBSC is relying on such representations and warranties in connection with its entering into this Agreement. The representations and warranties are provided in the context of the Amalgamation and completion of all or any part of the Amalgamation will not constitute a violation of any of the representations and warranties set forth below.

4.2 Corporate Standing

Timeless and SubCo are valid and subsisting corporations under the Applicable Law of the provinces of Alberta and British Columbia, respectively, and are duly qualified or registered to transact business in each jurisdiction in which failure to be so qualified or registered would result in a Timeless Material Adverse Effect.

4.3 Power and Authority

Timeless and SubCo have all requisite corporate power, authority and approvals to enter into this Agreement and each of the other agreements and instruments to be delivered by Timeless and SubCo concurrently herewith, as required for completion of the Amalgamation, and to perform all of their obligations hereunder and thereunder, and this Agreement has been, and such other agreements and instruments that are required hereunder to be delivered by Timeless and SubCo are duly executed and delivered by Timeless and SubCo, as applicable, and constitute, and will constitute, legal, valid and binding obligations of Timeless and SubCo, as applicable, enforceable against such Party in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

4.4 Approval by the Timeless Board of Directors

The board of directors of Timeless have unanimously: (i) approved the Amalgamation and the execution, delivery and performance of this Agreement; (ii) directed that the matters to be approved at the Timeless Meeting be submitted to the Timeless Shareholders at the Timeless Meeting, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the SubCo Amalgamation Resolution by Timeless.

4.5 Approval by the SubCo Board of Directors

The board of directors of SubCo has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement.

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4.6 Execution and Delivery

The execution and delivery of this Agreement and each of the agreements and instruments to be delivered pursuant to the Amalgamation by Timeless and SubCo, and the completion by Timeless and SubCo of the transactions contemplated hereby and thereby, do not and will not:

(a) result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, bylaws or resolutions (whether of the directors, a committee of the directors or the shareholders) of Timeless or SubCo, any Applicable Law, any indenture, mortgage, note, Contract (written or oral), instrument or other document to which Timeless or SubCo is a party or by which it is bound, or any judgment, decree, order, statute, rule, policy, instrument or regulation applicable to Timeless or SubCo; or
(b) create a right for any other party to terminate, accelerate or in any way alter any other rights existing under any indenture, mortgage, note, Contract (written or oral), instrument or other document to which Timeless or SubCo are party or by which either is bound

4.7 Corporate Records

The corporate records and minute books of Timeless and SubCo are complete and true and correct in all material respects and the minute books contains copies of the Constating Documents of Timeless and SubCo and minutes of all meetings of the directors, committees of directors and shareholders of Timeless and SubCo and of all written resolutions of such directors, committees and shareholders and all such meetings were duly called and properly held and all such resolutions were properly adopted.

4.8 No Defaults Under Applicable Law

Timeless and SubCo have not received any notice, and, to the knowledge of Timeless and SubCo, neither is in default or violation, of any material order, rule, regulation, writ, injunction or decree of any court or Authorized Authority or any statute, regulation, rule, policy or bylaw which have a Timeless Material Effect.

4.9 Bankruptcy

(a) No action or proceeding has been commenced or filed by or against Timeless or SubCo which seeks or would reasonably be expected to lead to:
(i) receivership, bankruptcy, a commercial proposal or similar proceeding of Timeless or SubCo;
(ii) the adjustment or compromise of claims against Timeless or SubCo; or
(iii) the appointment of a trustee, receiver, liquidator, custodian or other similar officer for Timeless or SubCo or any portion of its assets, and no such action or proceeding has been authorized or is being considered by or on behalf of Timeless or SubCo.
(b) Timeless nor SubCo has:
(i) made, or is considering making, an assignment for the benefit of its creditors; or
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(ii) requested, or is considering requesting, a meeting of its creditors to seek a reduction, compromise, composition or other accommodation with respect to its indebtedness.

4.10 Accurate Disclosure

No representation, warranty or statement of Timeless or SubCo in this Agreement or the Filing Statement contains or will contain at Closing any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading.

4.11 Business

Timeless does not carry on any active business and does not hold any property or assets other than cash and cash equivalents. SubCo has been incorporated solely for the purpose of the Amalgamation and has never carried on any active business (other than such business required in connection with the Amalgamation), and has no material assets or liabilities.

4.12 Timeless Material Contracts

There are no material Contracts of Timeless other than those publicly available under Timeless' profile on SEDAR (the "Timeless Material Contracts"). Each of the Timeless Material Contracts constitutes a legally valid and binding agreement of Timeless enforceable in accordance with their respective terms and, to the knowledge of Timeless, no party thereto is in default in the observance or performance of any term or obligation to be performed by it under any such Timeless Material Contract or agreement which is material to the business of Timeless and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a Timeless Material Adverse Effect. Timeless has not received any written notice that any party to a Timeless Material Contract intends to cancel, terminate or not renew its relationship with Timeless and to the knowledge of Timeless, no such action is pending or threatened.

4.13 Compliance with Applicable Law; Registrations.

(a) Timeless and SubCo have filed all material statements and reports required to be filed with any Authorized Authority having jurisdiction and have complied and are complying in all material respects with Applicable Law respecting Timeless and SubCo and the conduct of Timeless' business.
(b) Timeless has all requisite power and authority and has all necessary registrations, licenses and permits to carry on its business as now conducted by it and to own, lease and operate its properties and assets and all such licenses, registrations or qualifications which are material are valid and existing in good standing, except to the extent that the failure to have such registrations, licences and permits or to have such licenses, registration or qualifications in good standing, either individually or in the aggregate, would reasonably be expected to have a Timeless Material Adverse Effect.

4.14 Subsidiaries

Other than SubCo, a corporation incorporated under the BCBCA and wholly-owned by Timeless, Timeless has no direct or indirect subsidiaries as that term is defined in the BCBCA.

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4.15 Capitalization

(a) The authorized share capital of Timeless consists of an unlimited number of common shares and an unlimited number of preferred shares, of which, 9,110,000 Timeless Shares are issued and outstanding as fully paid and non-assessable shares in the capital of Timeless as of the date hereof.
(b) The authorized share capital of SubCo consists of an unlimited number of common shares and an unlimited number of preferred shares of which, 100 SubCo Shares are issued and outstanding as fully paid and non-assessable shares in the capital of SubCo and are held by Timeless.

4.16 Information Provided

The information and statements (other than any forecasts, projections or opinions) which have been supplied by Timeless and SubCo for the purposes of RBSC’s due diligence purposes or for inclusion or incorporation by reference into the Filing Statement were true and correct in all material respects, as of the respective dates of such information or statements and as at the date hereof.

4.17 Partnerships or Joint Ventures

Neither Timeless nor SubCo is a partner or participant in any partnership, joint venture, profitsharing arrangement or other association of any kind and is not party to any agreement under which Timeless or SubCo agrees to carry on any part of the business of Timeless or any other activity in such manner or by which Timeless agrees to share any revenue or profit with any other Person.

4.18 Financial Statements.

The Timeless Financial Statements have been prepared in accordance with IFRS, and fairly, completely and accurately present in all material respects the financial position of Timeless and its results of operations and there has been no Timeless Material Adverse Change in the financial position of Timeless since the date thereof and the business of Timeless has been carried on in the usual and Ordinary Course consistent with past practice since the date thereof. Timeless (on a consolidated basis) has no assets and has no liabilities or obligations (absolute, accrued, contingent or otherwise) in excess of $50,000, except: (a) as disclosed in writing to RBSC; (b) as set out in the Timeless Financial Statements ; (c) outstanding liabilities incurred since incorporation which liabilities are consistent with the past practices of Timeless and is taken in the Ordinary Course of the normal day-to-day operations of Timeless; or (d) in connection with the Amalgamation.

4.19 Financial Records and Accounting

(a) The financial books, records and accounts of Timeless and SubCo: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of Timeless and SubCo; and (iv) accurately and fairly reflect the basis of the Timeless Financial Statements.
(b) There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of Timeless which are required to be disclosed and are not disclosed or reflected in the Timeless Financial Statements and Timeless does not have any material liabilities, obligations, indebtedness or commitments, whether accrued,
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absolute, contingent or otherwise, which are not disclosed or referred to in the Timeless Financial Statements other than those incurred in the Ordinary Course of business.

(c) There has been no change in accounting policies or practices of Timeless since the date of its incorporation, other than as required by IFRS and as disclosed in the Timeless Financial Statements.

4.20 No Judgments, Lawsuits or Claims

There are no outstanding judgments against Timeless or SubCo or any consent decrees or injunctions to which Timeless or SubCo are subject or by which its respective assets are bound and there are no claims, proceedings, actions or lawsuits in existence, or, to Timeless' and SubCo’s knowledge, threatened or asserted, against Timeless or SubCo or with respect to any of the assets or interests therein of Timeless or Subco that would have a Timeless Material Adverse Effect, including but not limited to environmental actions or claims, or which affect or may affect the distribution of the Timeless QT Shares contemplated in 2.9(d) or which would impair the ability of Timeless or Subco to consummate the Amalgamation or to duly observe and perform any of its covenants or obligations contained in this Agreement or the agreements contemplated herein and neither Timeless nor SubCo is aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success.

4.21 Entitlements

No Person has any agreement with Timeless or SubCo or any privilege, warrant, convertible security or option exercisable against Timeless or SubCo or any right capable of being an agreement with Timeless or SubCo for the purchase of any of the Timeless Shares or any agreement with Timeless or any privilege, warrant, convertible security or option exercisable against Timeless or SubCo or any right capable of becoming an agreement with Timeless for the purchase, subscription or issuance of any unissued Timeless Shares or any other securities of Timeless or SubCo, except pursuant to this Agreement and except for the holders of Timeless Options to purchase 266,666 Timeless Shares prior to the Consolidation.

4.22 Tax Matters

(a) Timeless is not a non-resident of Canada for purposes of the Tax Act.
(b) SubCo is, immediately before the Amalgamation, a "taxable Canadian corporation" for purposes of the Tax Act.
(c) Timeless and SubCo have prepared and filed when due with each relevant Authorized Authority all Tax Returns required to be filed by or on behalf of it in respect of any Taxes. All such Tax Returns are correct and complete in all material respects. No extension of time in which to file any such Tax Returns is in effect. No Authorized Authority has asserted that Timeless or SubCo are required to file Tax Returns or pay any Taxes in any jurisdiction where it does not do so.
(d) Timeless and SubCo have paid in full and when due all Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments.
(e) No assessments or reassessments of the Taxes of Timeless nor SubCo are currently the subject of an objection or appeal. Timeless and SubCo have not executed or filed with any
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Authorized Authority any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes.

(f) Timeless and SubCo have withheld from each payment made to any Person, including any of its present or former employees, officers and directors, and all Persons who are or are deemed to be non-residents of Canada for purposes of the Tax Act, all amounts required by Applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Authorized Authority. Timeless and SubCo have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable or required to be withheld and remitted by it in respect of its employees to the appropriate Authorized Authority within the time required under Applicable Law.
(g) Timeless and SubCo have maintained and continue to maintain at their places of business in Canada all records and books of account required to be maintained under the Tax Act, the Excise Tax Act (Canada) and any comparable Applicable Law of any province or territory in Canada, including Applicable Laws relating to sales and use taxes.

4.23 Employee Commitments

(a) Timeless does not, and has never had, any employees.
(b) There are no Contracts, written or oral, between Timeless and any other party, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by Timeless) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.
(c) Timeless has no Employee Plans of any nature whatsoever nor has it ever had any such plans other than the Timeless Option Plan.
(d) There are no actions, suits or claims pending, threatened or reasonably anticipated against Timeless in connection with the Timeless Option Plan, and there are no audits, inquiries or proceedings pending or, to the knowledge of Timeless, threatened by any Authorized Authority with respect to the Timeless Option Plan, which in either case could reasonably be expected to result in material Liabilities to Timeless.

4.24 Timeless Required Consents

There is no requirement to obtain any consent, approval or waiver of any party in connection with the Amalgamation, except for:

(a) the approval of the SubCo Amalgamation Resolution by Timeless as the sole shareholder of SubCo;
(b) the approval of the Timeless Resolutions;
(c) the Exchange Acceptance; and
(d) those consents, approvals or waivers which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent Timeless from
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performing its obligations under this Agreement and would not be reasonably likely to have a Timeless Material Adverse Effect.

4.25 Change of Control Provisions

Timeless is not a party to or bound by any written or oral agreement or instrument under which the Amalgamation would require a payment of any amount or cause the acceleration of the payment of any amount by Timeless or SubCo.

4.26 Real Property and Leases

Timeless has no right, title or interest in any real property and is not a party to any lease or agreement in the nature of a lease, whether as lessor or lessee.

4.27 Pre-emptive Rights

There are no material outstanding rights of first refusal or other pre-emptive rights that will be triggered or accelerated by the Amalgamation.

4.28 Insider Debt

None of the directors, former directors, officers, former officers, shareholders, former shareholders or employees of Timeless nor SubCo or any Person not dealing at arm’s length with any of the foregoing is indebted to Timeless or SubCo.

4.29 Non-Arm’s Length Transactions

No officer of Timeless or SubCo and no entity that is an affiliate or associate of one or more of such individuals:

(a) owns, directly or indirectly, in whole or in part, any property that Timeless uses in the operation of Timeless business, other than as used by Timeless for administrative purposes; or
(b) has any cause of action or other claim whatsoever against Timeless in connection with Timeless’ business.

4.30 Finder’s Fees

Neither Timeless nor SubCo has retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated.

4.31 Compliance with Certain Laws

(a) The operations of Timeless and SubCo are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any Authorized Authorities or any arbitrator involving Timeless or SubCo with respect to the Anti-Money Laundering Laws is, to the knowledge of Timeless or SubCo, pending or threatened.
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(b) Neither Timeless nor SubCo nor any director or officer, or, to the knowledge of Timeless or SubCo, employee, agent or other Person acting on behalf of Timeless or Subco has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada) or any other Applicable Law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

4.32 Reporting Issuer Status

Timeless is a "reporting issuer" within the meaning of the Canadian Securities Laws, is in material compliance with its obligations as a reporting issuer, and none of the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, the TSXV or other Authorized Authority has issued any order preventing the Amalgamation or the trading of any securities of Timeless other than in connection with the Amalgamation.

4.33 TSXV Policies

Timeless is in material compliance with all policies and requirements of the TSXV, including without limitation, the Policy and has not carried on any business or activities except as permitted thereby.

4.34 Share Issuance

Subject to applicable Canadian Securities Laws and the rules and policies of the TSXV, Timeless has the full and lawful right and authority to issue Timeless QT Shares to the RBSC Shareholders, RBSC New Shareholders and RBSC HoldCo Shareholders in connection with the Amalgamation, and upon issuance such shares will be validly issued as fully paid and non-assessable common shares in the capital of Timeless free and clear of all Encumbrances.

4.35 Public Disclosure Documents

Timeless is current in the filing of all public disclosure documents required to be filed by Timeless under applicable Canadian Securities Laws and TSXV rules (including all Contracts required by Canadian Securities Laws to be filed by Timeless), there are no filings that have been made thereunder on a confidential basis and all of such filings comply, in all material respects, with the requirements of all applicable Canadian Securities Laws. No portion of the public disclosure documents filed by Timeless under the Canadian Securities Laws and stock exchange rules contained a Misrepresentation as at its date of public dissemination.

4.36 Listing

The Timeless Shares are listed for trading on the TSXV under the trading symbol "TLC.P" and are currently subject to a temporary suspension (halt) of trading imposed by the TSXV on January 25, 2023.

4.37 Auditors

The auditors of Timeless, Crowe Mackay LLP, are independent public accountants as required under applicable legislation and there has never been a reportable disagreement (within the meaning of NI 51-102) with the present auditors of Timeless.

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4.38 Timeless Information

Timeless is a CPC as that term is defined in the Policy and Timeless has conducted no business other than as permitted by the Policy.

ARTICLE 5

NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.1 Non-Survival and Reliance

Timeless acknowledges and agrees that RBSC may rely on the representations and warranties made by Timeless and SubCo pursuant to Article 4 and RBSC acknowledges that Timeless may rely on the representations and warranties made by RBSC and RBSC HoldCo in Article 3. The representations and warranties of each Party shall not survive the completion of the Amalgamation and shall expire and be terminated and extinguished upon the Amalgamation becoming effective.

ARTICLE 6 COVENANTS

6.1 Confidentiality

(a) Each Party agrees that it shall keep strictly confidential and shall not disclose, copy, reproduce or distribute, or cause or permit to be disclosed, copied, reproduced or distributed any information concerning another Party (the "Disclosing Party"), its business, operations, assets and liabilities, that was obtained from another Party (or such Party's Representatives) (the "Confidential Information") to anyone except: (i) the receiving Party's (the "Recipient") directors, officers, employees, affiliates and advisors (the "Representatives") to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this Agreement; or (ii) as otherwise consented to in writing by the Disclosing Party. Each Recipient shall use reasonable commercial efforts to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any Person or entity except in accordance with the terms of this Agreement.
(b) Prior to the Effective Date, each Recipient and its Representatives shall not use or cause to be used any Confidential Information for any purpose other than in connection with evaluating, negotiating or advising in connection with the transactions contemplated herein, and at no time shall a Recipient or its Representatives otherwise use or cause to be used any Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its shareholders.
(c) Each Recipient shall instruct its Representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance with this Agreement. The Recipient is liable for any breach of the obligations under this Agreement committed by its Representatives.
(d) Notwithstanding the foregoing:
(i) the obligations of the Recipient under this Section 6.1 shall not apply to any information that: (A) is publicly available or becomes publicly available through no action or fault of the Recipient; (B) was, as evidenced by the records of the
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Recipient, already in the Recipient's possession or known to the Recipient prior to being disclosed or provided to the Recipient by or on behalf of the Disclosing Party; (C) is obtained by the Recipient from a third party, provided, that, to the knowledge of the Recipient, without enquiry, such third party has the lawful right to disclose the Confidential Information; or (D) is independently developed by the Recipient without reference to the Confidential Information; and

  - (ii) a Recipient may disclose Confidential Information if and to the extent legally required or compelled to do so by Applicable Law or in any governmental, administrative or judicial process (the "Compelled Disclosure"). To the extent permitted by Applicable Law, the Recipient shall provide the Disclosing Party with prompt written notice of any request or requirement for Compelled Disclosure and shall co-operate with the Disclosing Party as the latter may reasonably and lawfully request with respect to the form, timing and nature of any Compelled Disclosure or seeking a protective order or other appropriate remedy. The Recipient may disclose only such Confidential Information as is specifically required or compelled to be disclosed and shall continue to use its reasonable commercial efforts to preserve the confidentiality of the Confidential Information.

(e) After the Effective Date, a Recipient shall not use or disclose any Confidential Information of Timeless, SubCo, RBSC HoldCo, or RBSC.
(f) Upon the termination or rescission of this Agreement, each Recipient will promptly, if requested to do so by the Disclosing Party, return to the Disclosing Party or destroy all Confidential Information (including notes, writings and other material developed therefrom by the Recipient) and all copies thereof and retain none for its files. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.
(g) Each Recipient hereby agrees that its failure or threat of failure to perform any obligation or duty which it has agreed to perform under this Agreement will cause irreparable harm to the Disclosing Party, which harm cannot be adequately compensated for by monetary damages. It is further agreed by each Recipient that an order of specific performance, injunctive relief or other equitable relief (or any combination thereof) against the Recipient in the event of a breach or default, or the threat of a breach or default, under this Section 6.1 would be equitable and accordingly, in such event the Disclosing Party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right to specific performance or to injunctive relief or other equitable relief (or any combination thereof) against, the Recipient, with respect to any such event.
(h) Each Recipient acknowledges that the Recipient is aware, and shall advise his or its Representatives, that Canadian Securities Laws prohibit any Person who has received material non-public information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other Person.
6.2 Amalgamation
(a) Timeless and RBSC shall use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as will be set forth in the
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Filing Statement, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval of the TSXV for the listing thereon of the Timeless QT Shares; (ii) in the case of Timeless, the Name Change and the Consolidation prior to the Effective Date; (iii) in the case of RBSC, the RBSC Share Split prior to the Effective Date; (iv) in the event that RBSC is not able to obtain an exemption from the sponsorship requirements of the TSXV, the appointment of a Sponsor for the Qualifying Transaction; and (v) obtain such other consents, orders or approvals as counsel to RBSC, Timeless and SubCo may advise are reasonably necessary or desirable to be obtained for the implementation of the Amalgamation.

(b) Timeless and RBSC shall use all commercially reasonable efforts to: (i) reconstitute the board of directors of Timeless upon Closing of the Amalgamation in a manner that complies with the regulations of the TSXV and applicable Canadian Securities Laws and corporate laws; (ii) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby; and (iii) immediately notify the other in writing of any significant development in its business affairs, operations, capital, prospects or material change relating thereto upon becoming aware of any such development or change.
(c) Timeless and RBSC shall prepare and file, or cause to be filed, any filings required under any Applicable Law, the rules and policies of the TSXV or other Authorized Authorities relating to the Amalgamation, and shall provide on a timely basis such information to each other as is necessary to complete such filings.
(d) Timeless covenants and agrees to take, in a timely manner, all commercially reasonable actions and steps necessary in order that effective as at the Closing Date: (i) the Timeless QT Shares be listed and posted for trading on the TSXV; (ii) when received, Timeless shall provide RBSC with copies of the conditional and final approval of the Exchange Acceptance; and (iii) the Timeless QT Shares to be distributed to the shareholders of RBSC and RBSC HoldCo upon the Amalgamation are exempt from the prospectus requirements of the Canadian Securities Laws.

6.3 Filing Statement

(a) RBSC and Timeless shall ensure that the Filing Statement complies in all material respects with all Applicable Laws (including Canadian Securities Laws), and, without limiting the generality of the foregoing, that the Filing Statement shall not contain any Misrepresentations (provided that RBSC shall not be responsible for the accuracy of any information relating solely to Timeless or SubCo and Timeless shall not be responsible for the accuracy of any information relating solely to RBSC or RBSC HoldCo). The Filing Statement shall be acceptable in form and substance to each of RBSC and Timeless, each acting reasonably.
(b) Timeless shall furnish all such Timeless Information as may be reasonably required in the preparation of the Filing Statement and other documents related thereto, and Timeless shall ensure that all Timeless Information included in the Filing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the Timeless Information will not contain a Misrepresentation, and, in that regard, the Filing Statement will set out the Timeless Information in the form approved by Timeless and the RBSC Information in the form approved by RBSC.
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(c) RBSC shall furnish all such RBSC Information as may be reasonably required in the preparation of the Filing Statement and other documents related thereto, and RBSC shall ensure that all RBSC Information included in the Filing Statement complies with Applicable Laws and, without limiting the generality of the foregoing, that the RBSC Information will not contain a Misrepresentation, and, in that regard, the Filing Statement will set out the RBSC Information in the form approved by RBSC and the Timeless Information in the form approved by Timeless.
(d) Each Party shall promptly notify the other Parties if, at any time before the Closing, it becomes aware that the Filing Statement contains a Misrepresentation, or otherwise requires an amendment or supplement; and the Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and Timeless shall, if required by the TSXV or Applicable Law, file any amendment or supplement to the Filing Statement with the applicable securities regulatory authority and other Authorized Authority as required.
(e) Timeless shall indemnify and save harmless RBSC and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which RBSC or its directors, officers, employees, advisors or agents may be subject or which RBSC or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any Misrepresentation or alleged Misrepresentation contained solely in the Timeless Information included in the Filing Statement or in any material filed by Timeless in compliance or intended compliance with any Applicable Laws; and
(ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the Timeless Information included in the Filing Statement or in any material filed by or on behalf of Timeless in compliance or intended compliance with Canadian Securities Laws,

except that Timeless shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on RBSC Information included in the Filing Statement.

(f) RBSC shall indemnify and save harmless Timeless and its directors, officers, employees, advisors and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Timeless or its directors, officers, employees, advisors or agents may be subject or which Timeless or its directors, officers, employees, advisors or agents may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any Misrepresentation or alleged Misrepresentation contained solely in the RBSC Information included in the Filing Statement or in any material filed by RBSC in compliance or intended compliance with any Applicable Laws; and
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(ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a Material Fact or any Misrepresentation or any alleged Misrepresentation in the RBSC Information included in the Filing Statement or in any material filed by or on behalf of RBSC in compliance or intended compliance with Canadian Securities Laws,

except that RBSC shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based solely on the Timeless Information included in the Filing Statement.

6.4 Conduct of RBSC and RBSC HoldCo Prior to Closing

Without in any way limiting any other obligations of RBSC or RBSC HoldCo hereunder and other than as anticipated in this Agreement, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, RBSC and RBSC HoldCo will use its respective commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable: (a) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; (b) to comply with all provisions of this Agreement; and (c) to cooperate with Timeless in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct of Business. RBSC and RBSC HoldCo will not, without the prior written consent of Timeless, acting reasonably: (i) take any action, enter into any transaction that, if effected before the date of this Agreement, may interfere with or be inconsistent with the successful completion of the transactions contemplated herein; or (ii) take any action or fail to take any action which may result in a condition precedent to the transactions described herein not being satisfied.
(b) Notification. RBSC and RBSC HoldCo shall notify Timeless of: (i) any RBSC Material Adverse Change; (ii) any change, event, occurrence or state of facts that could reasonably be expected to become a RBSC Material Adverse Change or to have a RBSC Material Adverse Effect, in respect of the business or in the conduct of the RBSC Business and of any event occurring subsequent to the date hereof that would render any representation or warranty of RBSC contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect; and (iii) any Permitted Business Opportunities.
(c) Interim Restrictions. Other than as may be contemplated by this Agreement, RBSC and RBSC HoldCo shall not directly or indirectly:
(i) with the exception of the RBSC Resolutions, amend its Constating Documents;
(ii) except for any RBSC New Shares, RBSC New Warrants and RBSC Broker Warrants issued pursuant to the Brokered Financing or any existing RBSC Options, RBSC Warrants and RBSC Debentures, issue, sell, pledge, hypothecate, lease, dispose of or encumber any RBSC Shares or other securities, or any right, option or warrant with respect thereto;
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(iii) except for the RBSC Share Split, split, combine, redeem, purchase, offer to purchase or reclassify any of its securities or declare, pay or make any dividend or other distribution on the RBSC Shares, RBSC New Shares or RBSC HoldCo Shares or distribute any of its properties or assets to any Person;
(iv) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any assets;
(v) create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;
(vi) make any material change in accounting procedures or practices;
(vii) adopt resolutions or enter into any agreement providing for the consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;
(viii) transfer any assets to any of its shareholders or any of their Subsidiaries or affiliates or assume any indebtedness or Liabilities from a shareholder or any of their Subsidiaries or affiliates or enter into any other related party transactions; or
(ix) enter into any agreement or understanding to do any of the foregoing.
(d) Corporate Action. RBSC and RBSC HoldCo will use its respective commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and the transactions contemplated hereby, and to cause all necessary meetings of directors and shareholders of RBSC and RBSC HoldCo to be held for such purpose.
(e) Regulatory Consents. RBSC and RBSC HoldCo will use its respective commercially reasonable efforts to obtain, prior to the Closing Date, from all appropriate Authorized Authorities, all Authorizations required as a condition of the lawful consummation of the Amalgamation, the provision of reasonable assistance to Timeless to obtain the Exchange Acceptance, and will effect all necessary registrations and other filings and submissions of information requested by Authorized Authorities in connection with the same.
(f) Contractual Consents. RBSC and RBSC HoldCo will give all notices and use its respective commercially reasonable efforts to obtain all waivers, consents and approvals required under any Contract to which RBSC or RBSC HoldCo is a party or by which it is bound to consummate the transactions contemplated in this Agreement.
(g) Notice to Third Parties regarding Amalgamation. In accordance with the terms of each agreement pursuant to which RBSC or RBSC HoldCo is required to provide notice of the Amalgamation or the transactions contemplated hereby, RBSC and RBSC HoldCo shall provide such notice on or before the earlier of the date required in such agreement and, to the extent it is possible, the Effective Date.
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(h) Litigation. RBSC and RBSC HoldCo will use its respective commercially reasonable efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, and to cause to be lifted or rescinded any injunction or restraining order or other remedy adversely affecting the ability of the Parties to consummate the transactions contemplated hereby.
(i) Shareholder Approval. RBSC and RBSC HoldCo will use its commercially reasonable efforts to obtain, prior to the Closing Date, approval of the Amalgamation from the shareholders of RBSC and RBSC HoldCo.

Notwithstanding any of the foregoing, RBSC and RBSC HoldCo shall be permitted to continue to pursue additional investments and financings in RBSC and RBSC HoldCo as well as strategic asset and/or share purchase acquisitions which shall expand the business of RBSC and RBSC HoldCo (the "Permitted Business Opportunities"), which Permitted Business Opportunities shall not be accepted without the prior written consent of Timeless, acting reasonably.

6.5 Conduct of Timeless Prior to Closing

Without in any way limiting any other obligations of Timeless hereunder and other than as anticipated in this Agreement, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, Timeless will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable: (a) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; (b) to comply with all provisions of this Agreement; and (c) to cooperate with RBSC in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct of Business. Timeless will conduct its business and its operations and affairs only in the Ordinary Course, and Timeless will not, without the prior written consent of RBSC, acting reasonably: (i) take any action, enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of Timeless contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein, or (ii) take any action or fail to take any action which may result in a condition precedent to the transactions described herein not being satisfied.
(b) Notification. Timeless shall notify RBSC of: (i) any Timeless Material Adverse Change; (ii) any change, event, occurrence or state of facts that could reasonably be expected to become a Timeless Material Adverse Change or to have a Timeless Material Adverse Effect, in respect of the business or in the conduct of its business and of any event occurring subsequent to the date hereof that would render any representation or warranty of Timeless contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.
(c) Interim Restrictions. Other than as may be contemplated by this Agreement, Timeless shall not, directly or indirectly:
(i) with the exception of the Name Change Resolution and the Consolidation Resolution, amend its Constating Documents;
(ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its shares or other securities, or any right, option or warrant with respect thereto, except for the
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issuance of Timeless Shares pursuant to the transactions contemplated in this Agreement;

(iii) except for the Consolidation Resolution, split, combine, redeem, purchase, offer to purchase or reclassify any of its securities or declare, pay or make any dividend or other distribution on the Timeless Shares, or distribute any of its properties or assets to any Person, or enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments;
(iv) enter into or amend any employment contracts with any director, officer or employee or create or amend any Employee Plan;
(v) hire any employee;
(vi) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any assets except with respect to the Amalgamation;
(vii) with the exception of the Option Plan Resolution, create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;
(viii) make any change in accounting procedures or practices;
(ix) enter into any Contract;
(x) sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets;
(xi) settle any outstanding claim, dispute, litigation matter, or tax dispute or relinquish any contractual rights;
(xii) except for the Consolidation Resolution, adopt resolutions or enter into any agreement providing for the consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;
(xiii) transfer any assets to any of its shareholders or any of their Subsidiaries or affiliates or assume any indebtedness or Liabilities from a shareholder or any of their Subsidiaries or affiliates or enter into any other related party transactions;
(xiv) fail to pay or satisfy when due any liability; or
(xv) enter into any agreement or understanding to do any of the foregoing.
(d) Corporate Action. Timeless will use commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and to cause all
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necessary meetings of directors and shareholders of Timeless and SubCo to be held for such purpose.

(e) Regulatory Consents. Timeless will use its commercially reasonable efforts to obtain, prior to the Closing Date, from all appropriate Authorized Authorities, the Authorizations required as a condition of the lawful consummation of the transactions contemplated by this Agreement including the approval of the TSXV, and specifically, the acceptance of the TSXV of the 'Public Distribution' categories (i) and (ii) as set out in section 2.5 of TSXV Policy 2.1 – Initial Listing Requirements, and will effect all necessary registrations and other filings and submissions of information requested by Authorized Authorities in connection with the same.
(f) Contractual Consents. Timeless will give any notices and use its commercially reasonable efforts to obtain any consents and approvals required under any Contract to which Timeless is a party or by which it is bound to consummate the transactions contemplated hereby.
(g) Notice to Third Parties regarding Amalgamation. In accordance with the terms of each agreement pursuant to which Timeless is required to provide notice of the Amalgamation or the transactions contemplated hereby, Timeless shall provide such notice on or before the earlier of the date required in such agreement and, to the extent it is possible, the Effective Date.
(h) Litigation. Timeless will use its commercially reasonable efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, and to cause to be lifted or rescinded any injunction or restraining order or other remedy adversely affecting the ability of the Parties to consummate the transactions contemplated hereby.
(i) Contracts. Timeless will not, without the prior written consent of RBSC, acting reasonably, enter into any new Contract or amend the terms of any existing Contract to which it is a party except for the Contracts necessary to carry out the transactions contemplated in this Agreement.
(j) Shareholder Approval. Timeless will use its commercially reasonable efforts to obtain, prior to the Closing Date, approval of the Timeless Resolutions.

6.6 Conduct of SubCo Prior to Closing

Without in any way limiting any other obligations of SubCo hereunder and other than as anticipated in this Agreement, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, SubCo will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable: (a) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; (b) to comply with all provisions of this Agreement; and (c) to cooperate with RBSC in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct of Business. SubCo will conduct its business and its operations and affairs only in the Ordinary Course, and SubCo will not, without the prior written consent of RBSC, acting reasonably: (i) take any action, enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of SubCo contained herein, or which may interfere with or be
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inconsistent with the successful completion of the transactions contemplated herein, or (ii) take any action or fail to take any action which may result in a condition precedent to the transactions described herein not being satisfied.

(b) Interim Restrictions. Other than as may be contemplated by this Agreement, SubCo shall not, directly or indirectly:
(i) amend its Constating Documents;
(ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its shares or other securities, or any right, option or warrant with respect thereto;
(iii) split, combine, redeem, purchase, offer to purchase or reclassify any of its securities or declare, pay or make any dividend or other distribution on the SubCo Shares, distribute any of its properties or assets to any Person, or enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments;
(iv) hire any employee;
(v) create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;
(vi) enter into any Contract;
(vii) adopt resolutions or enter into any agreement providing for the consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation; or
(viii) enter into any agreement or understanding to do any of the foregoing.
(c) Corporate Action. SubCo will use commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and to cause all necessary meetings of directors and shareholders of SubCo to be held for such purpose.
(d) Regulatory Consents. SubCo will use its commercially reasonable efforts to obtain, prior to the Closing Date, from all appropriate Authorized Authorities, the Authorizations required as a condition of the lawful consummation of the transactions contemplated by this Agreement including the Exchange Acceptance and will effect all necessary registrations and other filings and submissions of information requested by Authorized Authorities in connection with the same.
(e) Contracts. SubCo will not, without the prior written consent of RBSC, acting reasonably, enter into any new Contract or amend the terms of any existing Contract to which it is a party except for the Contracts necessary to carry out the transactions contemplated in this Agreement.
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6.7 Change to Directors and Officers of Timeless

Upon the completion of the Amalgamation and subject to prior acceptance by the TSXV:

(a) the directors of Timeless, other than Blair Jordan, will resign and there will be appointed in their place as directors of Timeless persons who will be individuals designated by RBSC;
(b) the officers of Timeless will resign and there will be appointed in their place as officers of Timeless the persons who will be individuals designated by RBSC; and
(c) Timeless will change its name to "Renaissance BioScience Corp.", or such other name acceptable to RBSC.
6.8 Dissent Right

Timeless agrees not to exercise any Dissent Right, with respect to voting of SubCo Shares approving the Amalgamation and shall pass the SubCo Amalgamation Resolution.

ARTICLE 7 CONDITIONS OF CLOSING

7.1 Mutual Conditions Precedent

Neither Timeless nor RBSC shall be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 7.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of each of Timeless and RBSC, any of which may be waived, in whole or in part, by either Timeless and RBSC (with respect to such Party) in its sole discretion.

(a) Documents. The Amalgamation Agreement and all related documents shall have been executed by RBSC, RBSC HoldCo, Timeless, and SubCo and shall not have been terminated pursuant to Article 9 hereof.
(b) TSXV Issuer. Timeless shall be able to satisfy the minimum listing requirements of the TSXV for a Tier 2 Issuer as of the completion of the Amalgamation constituting Timeless' Qualifying Transaction such that upon completion therefore, Timeless will no longer be designated a "capital pool company", as evidenced before the Effective Date by a conditional listing letter issued by the TSXV and, upon satisfying all conditions of the TSXV, final Exchange Acceptance. For greater certainty, neither Timeless nor RBSC shall be obligated to complete the Amalgamation unless all conditions set forth in the policies of the TSXV and in the conditional listing letter issued by the TSXV are duly satisfied.
(c) Regulatory Consents and Exemptions. There will have been obtained, from all relevant Authorized Authorities, such Authorizations as are required to be obtained by RBSC and Timeless to consummate the Amalgamation, including the Exchange Acceptance.
(d) Sponsorship Requirement. Timeless shall have received an exemption or a waiver from the TSXV with respect to the sponsorship requirements set out in TSXV Policy 2.2 - Sponsorship and Sponsorship Requirements, and shall not be required to engage a Sponsor in accordance therewith; or, in the event that Timeless is not able to obtain an exemption
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or waiver from the sponsorship requirements of the TSXV, a Sponsor shall have filed an acceptable Sponsor's report with the TSXV.

(e) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Amalgamation or any other of the transactions contemplated hereby, or the right of Timeless or RBSC to conduce, expand, and develop their business.
(f) Dissent Rights. Dissent Rights will not have been exercised in respect of a total number of RBSC Shares which would, if such shares were converted into Timeless QT Shares pursuant to the Amalgamation, exceed 5% of the Timeless QT Shares outstanding upon completion of the Amalgamation.
(g) Directors. RBSC shall have nominated the directors and officers of the Resulting Issuer (and such officers, directors and board committee members shall have agreed in writing to act in the capacities set out therein), and such individuals shall have a mix of appropriate experience and skill sets compliant with TSXV requirements and applicable corporate and securities legislation and be accepted by the TSXV.
(h) No Inquiry. There being no inquiry or investigation (whether formal or informal) in relation to the Parties, their directors or officers or the proposed directors and officers of Timeless, commenced or threatened by an officer or official of the TSXV or any securities commission, or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a material adverse effect on Timeless after giving effect to the Qualifying Transaction.
(i) Distribution Exemptions. The distribution of the Timeless QT Shares pursuant to the Qualifying Transaction shall be exempt from the prospectus requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons, pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities, or pursuant to the policies of the TSXV).
(j) No Prohibition. There being no prohibition at law against completion of the Amalgamation.
(k) Filing Statement. The Parties shall have executed and delivered a copy of the Filing Statement to the TSXV and such Filing Statement shall have been conditionally accepted by the TSXV subject only to customary conditions of closing.
(l) Depositary Agreement. The Parties and the Depositary shall have duly executed a copy of the Depositary Agreement.
(m) Brokered Financing. The Brokered Financing, in an amount and in a structure necessary to meet the requirements or conditions of the TSXV, shall have been completed.
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7.2 Conditions in Favour of Timeless

Timeless shall not be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 7.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Timeless and may be waived in writing, in whole or in part, by Timeless in its sole discretion.

(a) Representations and Warranties. The representations and warranties of RBSC and RBSC HoldCo contained in this Agreement will be true and correct in all material respects at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date, except as specifically permitted or contemplated by this Agreement, and certificates of two senior officers of RBSC and RBSC HoldCo dated as of the Effective Date to that effect will have been delivered to Timeless, such certificates to be in form and substance satisfactory to Timeless, acting reasonably.
(b) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by RBSC and RBSC HoldCo at or before the Effective Time will have been complied with or performed in all material aspects and certificates of two senior officers of RBSC and RBSC HoldCo dated as of the Effective Date to that effect will have been delivered to Timeless, such certificates to be in form and substance satisfactory to Timeless, acting reasonably.
(c) Required Approvals. RBSC shall have obtained the approval of its board of directors and shareholders, to effect the RBSC Resolutions set out in the RBSC Circular at the RBSC Meeting. RBSC HoldCo shall have obtained the approval of its board of directors and shareholders, to effect the RBSC HoldCo Amalgamation Resolution.
(d) Contractual Consents. RBSC will have obtained the consents and approvals referred to in Section 3.23, as applicable, in each case in form and substance satisfactory to Timeless, acting reasonably.
(e) No RBSC Material Adverse Change. Between the date hereof and the Effective Time, there shall not have occurred any RBSC Material Adverse Change.
(f) RBSC Shares. RBSC shall not have more than 75,761,763 RBSC Shares outstanding after giving effect to the RBSC Share Split, and prior to giving effect to the Brokered Financing.
(g) No Other Business. RBSC shall not have undertaken any business inconsistent with the RBSC Business, other than in connection with the completion of the Amalgamation, Permitted Business Opportunities and the transactions contemplated herein.
(h) Consents of Directors and Officers. Each of the directors and officers as nominated by RBSC as the directors and officers of Timeless will have executed and delivered consents to act as a director or officer, as applicable, in form and substance satisfactory to Timeless, acting reasonably.
(i) General. All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement (including the Amalgamation) shall be satisfactory in form and substance to Timeless and its counsel, acting reasonably, and Timeless shall have received copies of all documents, including, without limitation, all documentation required to be delivered to Timeless at or before the Effective Time in accordance with this
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Agreement, records of corporate or other proceedings, and such other closing documents which Timeless may have reasonably requested in connection therewith.

If any of the conditions contained in this Section 7.2 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of Timeless, acting reasonably, Timeless may, by notice to RBSC, terminate this Agreement and the obligations of RBSC and Timeless under this Agreement. Any such condition may be waived in whole or in part by Timeless without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.3 Conditions in Favour of RBSC

RBSC shall not be obligated to complete the Amalgamation unless, at or before the Effective Time, each of the conditions listed below in this Section 7.3 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of RBSC and may be waived in writing, in whole or in part, by RBSC in its sole discretion.

(a) Representations and Warranties. The representations and warranties of Timeless and SubCo contained in this Agreement will be true and correct in all material respects at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date, except as specifically permitted or contemplated by this Agreement, and certificates of two directors of Timeless and one director of SubCo, dated as of the Effective Date to that effect will have been delivered to RBSC, such certificates to be in form and substance satisfactory to RBSC, acting reasonably.
(b) Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by Timeless and SubCo at or before the Effective Time will have been complied with or performed in all material aspects and certificates of two directors of Timeless and one director of SubCo, dated as of the Effective Date to that effect will have been delivered to RBSC, such certificates to be in form and substance satisfactory to RBSC, acting reasonably.
(c) Required Approvals. Timeless and SubCo shall each have obtained the approval of its board of directors, and, in the case of SubCo, its shareholder, for the Amalgamation, and, in the case of Timeless, its shareholders, to effect the Timeless Resolutions set out in the Timeless Circular at the Timeless Meeting.
(d) Timeless QT Shares. The exchange of Transferred RBSC Shares, Transferred RBSC New Shares and Transferred RBSC HoldCo Shares for Timeless QT Shares and the certificates representing such securities will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable, free and clear of any and all Encumbrances, liens, charges and demands of whatsoever nature, and will be freely tradeable pursuant to Canadian Securities Laws except those imposed pursuant to escrow restrictions of the TSXV, those applicable to control persons and those imposed pursuant to Section 2.14. Timeless shall not have more than 4,257,009 Timeless Shares and 124,610 Timeless Options outstanding prior to completion of the Amalgamation.
(e) No Timeless Material Adverse Change. Between the date hereof and the Effective Time, there shall not have occurred any Timeless Material Adverse Change.
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(f) No Other Business. Neither Timeless nor SubCo shall have undertaken any business, other than in connection with the completion of the Amalgamation and the transactions contemplated herein.
(g) No Debt. Neither Timeless nor SubCo will have any current liabilities or long-term debt as at the Closing Date, other than as disclosed in the Timeless Financial Statements and debts incurred in the Ordinary Course of business or for the purposes of the completion of the Amalgamation.
(h) Resignation and Release by Directors and Officers. Each of the applicable directors and officers of Timeless, other than Blair Jordan, will have executed and delivered resignations and releases in favour of Timeless in form and substance satisfactory to RBSC, acting reasonably.
(i) General. All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement (including the Amalgamation) shall be satisfactory in form and substance to RBSC and its counsel, acting reasonably, and RBSC shall have received copies of all documents, including, without limitation, all documentation required to be delivered to RBSC at or before the Effective Time in accordance with this Agreement, records of corporate or other proceedings, and such other closing documents which RBSC may have reasonably requested in connection therewith.

If any of the conditions in this Section 7.3 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of RBSC, acting reasonably, RBSC may, by notice to Timeless, terminate this Agreement and the obligations of RBSC and Timeless under this Agreement. Any such condition may be waived in whole or in part by RBSC without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.4 Further Assurances

Each Party covenants and agrees that, from time to time prior to and subsequent to the Amalgamation, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as another Party, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

ARTICLE 8 CLOSING ARRANGEMENTS

8.1 Closing

The Closing shall take place at 11:00 a.m. on the Closing Date, to be conducted electronically via the exchange of applicable documents, or at such other time on the Closing Date or such other place as may be agreed orally or in writing by Timeless and RBSC and the Parties shall, immediately thereafter, jointly

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file with the Registrar, Articles of Amalgamation and such other documents as may be required to complete the Amalgamation.

8.2 Closing Deliveries of RBSC and RBSC HoldCo

At the Closing, RBSC shall deliver or cause to be delivered to Timeless the following documents, executed where required:

(a) a certificate of status, good standing or like document for RBSC issued as of the Closing Date by the Registrar;
(b) a certificate of status, good standing or like document for RBSC HoldCo issued as of the Closing Date by the Registrar;
(c) a certified copy of: (i) the Constating Documents of RBSC; (ii) the resolutions of the directors of RBSC approving this Agreement and all related matters; and (iii) the RBSC Resolutions;
(d) a certified copy of: (i) the Constating Documents of RBSC HoldCo; (ii) the resolutions of the directors of RBSC HoldCo approving this Agreement and all related matters; and (iii) the RBSC HoldCo Amalgamation Resolution;
(e) a certificate of incumbency of the directors and officers of RBSC;
(f) a certificate of incumbency of the directors and officers of RBSC HoldCo;
(g) the certificates referred to in Section 7.2(a) and 7.2(b);
(h) evidence, in form and substance reasonably satisfactory to Timeless, of the consents and approvals referred to in Section 3.23;
(i) consents to act executed by each of the individuals designated by RBSC as directors and officers of Timeless in form and substance satisfactory to Timeless, acting reasonably;
(j) the TSXV Escrow Agreement duly executed by each shareholder of RBSC as required by the TSXV; and
(k) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by Timeless to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to Timeless, acting reasonably.

8.3 Closing Deliveries of Timeless and SubCo

At the Closing, Timeless shall deliver or cause to be delivered to RBSC the following documents, executed where required:

(a) a certificate of status, good standing or like document for Timeless issued as of the Closing Date by the Registrar;
(b) a certificate of status, good standing or like document for SubCo issued as of the Closing Date by the Registrar;
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(c) evidence that Timeless is a reporting issuer not in default of Canadian Securities Laws from the applicable Authorized Authority in each of the provinces of British Columbia, Alberta and Saskatchewan, dated as of the Closing Date;
(d) a certified copy of: (i) the Timeless Resolutions; (ii) the Constating Documents of Timeless, reflecting the change of name to "Renaissance BioScience Corp."; (iii) an updated securities register reflecting the Consolidation; and (iv) the resolutions of the board of directors of Timeless approving this Agreement and all related matters;
(e) a certified copy of: (i) the Constating Documents of SubCo; (ii) the resolutions of Timeless, as sole shareholder of SubCo, approving the Amalgamation; and (iii) the resolutions of the board of directors of SubCo approving this Agreement and all related matters;
(f) a certificate of incumbency of the directors and officers of Timeless;
(g) a certificate of incumbency of the directors and officers of SubCo;
(h) the certificates referred to in Section 7.3(a) and 7.3(b);
(i) resignation and releases, in form and substance reasonably satisfactory to RBSC, signed by each applicable officer and director of Timeless dated effective as of the Closing Date;
(j) evidence of the issuance of Timeless QT Shares to former holders of RBSC Shares, RBSC New Shares and RBSC HoldCo Shares and the cancellation of the Transferred RBSC Shares, Transferred RBSC New Shares and Transferred RBSC HoldCo Shares, respectively;
(k) the TSXV Escrow Agreement duly executed by Timeless and the Transfer Agent;
(l) copies of the TSXV acceptance letters referred to in Section 6.2(d); and
(m) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by RBSC to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to RBSC, acting reasonably.

ARTICLE 9 TERMINATION

9.1 Termination

This Agreement may be terminated at any time before the Effective Time:

(a) by the mutual agreement of Timeless and RBSC;
(b) by Timeless upon written notice to RBSC (or vice versa) if RBSC (or Timeless, as applicable) has committed an Agreement Default; provided that, if any such Agreement Default is curable, it has not been cured by the earlier of the Closing Date or within ten Business Days after written notice of such Agreement Default has been received by the defaulting Party;
(c) by Timeless upon written notice to RBSC if any of the conditions set forth in Sections 7.1 or 7.2 have not been satisfied or waived by Timeless at Closing;
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(d) by RBSC upon written notice to Timeless if any of the conditions set forth in Section 7.1 or 7.3 have not been satisfied or waived by RBSC at Closing;
(e) by any Party upon any applicable Authorized Authority, including the TSXV, having notified in writing either RBSC or Timeless that it will not approve the transactions contemplated herein (or any related matter that is required to complete such transactions) or permit such transactions (or any related matter that is required to complete such transactions) to proceed; or
(f) by any Party upon written notice to the other Parties if the Closing Date has not occurred by the Outside Date,

provided that, notwithstanding anything to the contrary express or implied herein, a Party shall not be allowed to exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such right is due to an Agreement Default by such Party.

9.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of RBSC, Timeless or SubCo hereunder except for the obligations pursuant to Sections 6.1, 11.10 and this Section 9.2, which provisions shall survive the termination of this Agreement. Except as otherwise provided herein, nothing herein shall relieve any Party from liability for any breach of this Agreement. The Parties acknowledge that, prior to entering into this Agreement, Timeless paid $211,000 to RBSC to reimburse it for expenses incurred in connection with the Qualifying Transaction. In the event that RBSC terminates this Agreement, other than in accordance with Section 9.1, RBSC shall pay a break fee to Timeless in the amount of $211,000 (the “Break Fee”) within three Business Days after it notifies Timeless in writing that it elects to terminate the Agreement. The Parties acknowledge that the Break Fee is a payment of liquidated damages which are a genuine pre-estimate of the damages that Timeless will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Qualifying Transaction and is not a penalty. RBSC hereby waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. The payment of any Break Fee pursuant to this Section 9.2 will be in lieu of any damages or other payment or remedy to which Timeless might otherwise have been entitled hereunder.

ARTICLE 10 NOTICES

10.1 Delivery of Notices

Notwithstanding anything to the contrary contained herein, all notices or other deliveries required or permitted hereunder shall be in writing. Any notice or other delivery to be given hereunder shall be deemed to be properly provided if delivered in any of the following modes:

(a) personally, by delivering the notice to the Party on which it is to be served at that Party's address for notices as set forth in Section 10.2. Personally delivered notices shall be deemed to be received by the addressee when actually delivered as aforesaid; provided that, such delivery shall be during normal business hours on any Business Day. If a notice is not delivered on a Business Day or is delivered after the addressee's normal business hours, such notice shall be deemed to have been received by such Party at the commencement of the addressee's first Business Day next following the time of the delivery; or
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(b) by facsimile or email directed to the Party as set forth in Section 10.2. A notice so served shall be deemed to be received by the addressee when transmitted by the Party delivering the notice (provided such Party obtains confirmation from its facsimile of successful transmission, or in the case of email, confirmation from the receiving Party), if transmitted during the addressee's normal business hours on any Business Day, or at the commencement of the next ensuing Business Day following transmission if such notice is not transmitted on a Business Day or is transmitted after the Party's normal business hours.

10.2 Notices

The address, email address and facsimile number for delivery of notices, documents, cheques or other instruments hereunder of each of the Parties shall be as follows:

(a) if to Timeless at:

Timeless Capital Corp. Centennial Place, East Tower #1900, 520 – 3[rd] Avenue SW Attention: Blair Jordan Email: [email protected] Phone: 778-899-6281

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

Bergerman Smith LLP - Lawyers 230 22 Street East, Suite 800 Saskatoon, Saskatchewan S7K 0E9

==> picture [45 x 41] intentionally omitted <==

==> picture [145 x 41] intentionally omitted <==

Redacted – Personal Information

(b) if to RBSC at:

Renaissance BioScience Corp.

==> picture [45 x 41] intentionally omitted <==

==> picture [174 x 41] intentionally omitted <==

Redacted – Personal Information

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

Borden Ladner Gervais LLP Centennial Place, East Tower #1900, 520 – 3[rd] Avenue SW Calgary, Alberta T2P 0R3

Attention: Robb McNaughton Email: [email protected] Phone: 403-232-9689

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A Party may change its address and/or facsimile number and/or email for delivery by notice to the other Parties in the manner set forth herein, and such changed address for notices thereafter shall be effective for all purposes of this Agreement.

ARTICLE 11 MISCELLANEOUS

11.1 Governing Law

This Agreement shall be governed by, construed and enforced in accordance with the laws in effect in the Province of British Columbia and the federal laws of Canada applicable therein. Each Party accedes and submits to the jurisdiction of the courts of the Province of British Columbia and all courts of appeal therefrom.

11.2 Counterparts

This Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by any Party to the other Parties by facsimile or electronic PDF, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement.

11.3 Successors and Assigns

This Agreement will be binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.

11.4 Supersedes Earlier Agreements

This Agreement and the RBSC Disclosure Letter constitute the whole and entire agreement among the Parties in connection with the transactions contemplated herein and cancels and supersedes any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof (including the Letter of Intent), and there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever among the Parties not expressly provided for in this Agreement or the RBSC Disclosure Letter.

11.5 Waiver

No waiver by any Party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach.

11.6 Time of the Essence

Time shall be of the essence in this Agreement.

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11.7 No Merger

The representations, warranties, Liabilities and indemnities created in this Agreement shall be deemed to apply to all assignments, conveyances, transfers and other documents contemplated by the Amalgamation. There shall not be any merger of any of such representations, warranties, Liabilities or indemnities in such assignments, transfers or other documents.

11.8 Invalidity of Provisions

If any of the provisions of this Agreement are determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the other provisions shall not in any way be affected or impaired thereby.

11.9 Amendments

Subject to Section 10.2, this Agreement may be amended only by written instrument executed by the Parties.

11.10 Expenses

Except as specifically provided herein, each Party will bear the fees and disbursements of their respective lawyers and personal advisors (including tax advisors, accountants and consultants) engaged in connection with the preparation of this Agreement and any and all agreements, instruments, documents or other writings to be executed and delivered pursuant hereto and all other costs and expenses incurred in connection herewith.

11.11 Further Assurances

Each Party will from time to time, on and after the date hereof, at the request and expense of the requesting Party, execute and deliver all such other additional instruments, notices, releases, acquittances and other documents and shall do all such other acts and things as may be reasonably necessary to carry out the terms and conditions of this Agreement in accordance with their true intent.

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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date hereof.