Tiny Ltd. - Regulatory Filings 2020

AMALGAMATION AGREEMENT

among

WECOMMERCE HOLDINGS LTD.

and

BRACHIUM CAPITAL CORP.

and

1275787 B.C. LTD.

DATED AS OF NOVEMBER 25, 2020

Section

Page

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES ........................................................... 2 1.1 Definitions ..................................................................................................................................... 2 1.2 Headings, etc. .............................................................................................................................. 8 1.3 Number and Gender .................................................................................................................... 9 1.4 Date for any Action ....................................................................................................................... 9 1.5 Statutory References ................................................................................................................... 9 1.6 Currency ....................................................................................................................................... 9 1.7 Invalidity of Provisions .................................................................................................................. 9 1.8 Accounting Matters ...................................................................................................................... 9 1.9 Knowledge .................................................................................................................................... 9 1.10 Meaning of “Ordinary and Regular Course of Business” ........................................................... 10 1.11 Schedules ................................................................................................................................... 10 ARTICLE 2 THE AMALGAMATION ............................................................................................................ 10 2.1 Terms of Amalgamation ............................................................................................................. 10 2.2 Dissenting Shareholders ............................................................................................................ 11 2.3 Effective Date ............................................................................................................................. 12 2.4 Effecting the Amalgamation ....................................................................................................... 12 2.5 Name of Amalco ......................................................................................................................... 12 2.6 Registered Office of Amalco ...................................................................................................... 12 2.7 Authorized Capital of Amalco ..................................................................................................... 12 2.8 Initial Directors of Amalco .......................................................................................................... 12 2.9 Treatment of Restricted Securities under the U.S. Securities Act ............................................. 12 2.10 Consultation ............................................................................................................................... 13 2.11 Withholding Taxes ...................................................................................................................... 13 ARTICLE 3 REPRESENTATIONS AND WARRANTIES ............................................................................ 13 3.1 Representations and Warranties of Brachium ........................................................................... 13 3.2 Representations and Warranties of WeCommerce ................................................................... 19 3.3 Survival of Representations and Warranties .............................................................................. 26 ARTICLE 4 COVENANTS ........................................................................................................................... 27 4.1 Covenants of Brachium .............................................................................................................. 27 4.2 Covenants of WeCommerce ...................................................................................................... 30 4.3 Mutual Covenants of WeCommerce and Brachium ................................................................... 32 4.4 Filing Statement ......................................................................................................................... 32 ARTICLE 5 CONDITIONS .......................................................................................................................... 33 5.1 Mutual Conditions in Favour of WeCommerce and Brachium ................................................... 33 5.2 Brachium Conditions .................................................................................................................. 33 5.3 WeCommerce Conditions .......................................................................................................... 34 ARTICLE 6 AMENDMENT AND TERMINATION ....................................................................................... 35 6.1 Amendment ................................................................................................................................ 35 6.2 Termination ................................................................................................................................ 36 ARTICLE 7 .................................................................................................................................................. 36

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Section Page
7.1 Closing Matters .......................................................................................................................... 36
ARTICLE 8 GENERAL ................................................................................................................................ 36
8.1 Notices ....................................................................................................................................... 36
8.2 Expenses .................................................................................................................................... 37
8.3 Time of the Essence .................................................................................................................. 38
8.4 Entire Agreement ....................................................................................................................... 38
8.5 Further Assurances .................................................................................................................... 38
8.6 Governing Law ........................................................................................................................... 38
8.7 Execution in Counterparts .......................................................................................................... 38
8.8 Waiver ........................................................................................................................................ 38
8.9 No Personal Liability .................................................................................................................. 38
8.10 Enurement and Assignment ....................................................................................................... 39
SCHEDULE A Amalgamation Application .................................................................................................... 1
SCHEDULE B Articles of Amalco ................................................................................................................. 1
SCHEDULE C Brachium Options and Warrants........................................................................................... 1
SCHEDULE D Support Agreements ............................................................................................................. 2
SCHEDULE E WeCommerce Stock Options ................................................................................................ 1
SCHEDULE F Form of WeCommerce Resolution ........................................................................................ 2

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made effective as of November 25, 2020.

AMONG:

WECOMMERCE HOLDINGS LTD. , a corporation incorporated under the laws of the Province of British Columbia and having an office at 101 - 524 Yates Street, Victoria, British Columbia, V8W 1K8

(“ WeCommerce ”)

AND:

BRACHIUM CAPITAL CORP. , a corporation incorporated under the laws of the Province of British Columbia and having an office at 20th Floor, 250 Howe Street, Vancouver, British Columbia, V6C 3R8

(“ Brachium ”)

AND:

1275787 B.C. LTD. , a company incorporated under the laws of British Columbia and having an office at 510 West Georgia Street, Suite 1800, Vancouver, British Columbia, V6B 0M3

(“ Newco ”)

WHEREAS:

(A) Brachium is a capital pool company, and the Brachium Shares are listed for trading on the TSXV under the symbol “BRAC.P”;
(B) WeCommerce is a privately held company that operates a portfolio of companies focused on delivering products and services within the Shopify ecosystem;
(C) Newco is a wholly-owned subsidiary of Brachium, created solely for the purpose of effecting the Amalgamation;
(D) Brachium, WeCommerce and Newco propose a business combination whereby WeCommerce and Newco will amalgamate under the provisions of the BCBCA on the terms described in this Agreement, and will continue as Amalco, a wholly-owned subsidiary of Brachium and in connection therewith, Brachium proposes to issue Brachium Shares to the WeCommerce Shareholders as hereinafter provided which transaction will constitute the Qualifying Transaction (as defined in TSXV Policy 2.4) of Brachium;
(E) Following completion of the Amalgamation, Brachium will carry on, through Amalco, the business carried on by WeCommerce;
(F) WeCommerce and Newco will each require the approval of their respective shareholders for the Amalgamation and this Agreement pursuant to the requirements of the BCBCA;
(G) As part of the Qualifying Transaction, Brachium will complete the Brachium Change of Name which will require the approval of the Brachium Board pursuant to the BCBCA and the Articles of Brachium;

(H) As part of the Qualifying Transaction, Brachium will adopt the New Option Plan and complete the Consolidation, each of which will require the approval of the Brachium Board and the Brachium Shareholders pursuant to the policies of the TSXV, the BCBCA and/or the Articles of Brachium; and
(I) Concurrently with the execution and delivery of this Agreement, Brachium and WeCommerce have entered into the Brachium Support Agreements and WeCommerce Support Agreements, respectively.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement including the preamble hereto, unless the context otherwise requires, the following words shall have the following meanings:

“ 1933 Act ” means the United States Securities Act of 1933, as amended;

“ affiliate ” has the meaning ascribed to it under the BCBCA;

“ Agency Agreement ” means the agency agreement to be entered into among WeCommerce, Brachium, and Canaccord Genuity Corp., TD Securities Inc., Stifel Nicolaus Canada Inc. and PI Financial Inc., as agents, relating to the WeCommerce Financing;

“ Agreement ” means this amalgamation agreement, together with the schedules attached hereto, as amended, restated or supplemented from time to time;

“ Amalco ” means the corporation resulting from the Amalgamation;

“ Amalco Shares ” means the common shares in the capital of Amalco;

“ Amalgamation ” means the amalgamation of WeCommerce and Newco pursuant to the provisions of the BCBCA on the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

“ Amalgamation Affidavit ” means the affidavit of a director and officer of each of WeCommerce and Newco required pursuant to Section 277 of the BCBCA;

“ Amalgamation Application ” means the amalgamation application pursuant to Section 275 of the BCBCA effecting the Amalgamation substantially in the form appended hereto as Schedule A;

“ Applicable Securities Laws ” means the securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders having the force of law, in force from time to time in the Provinces of Ontario, Alberta, Saskatchewan and British Columbia;

“ Articles of Amalco ” means the Articles of Amalco as set out in the form appended hereto as Schedule B;

“ BCBCA ” means the Business Corporations Act (British Columbia), and the regulations promulgated thereunder, as amended from time to time;

“ BDC ” means BDC Capital Inc.;

“ BDC Facility Agreement ” means the loan facility agreement between Pixel Union and BDC dated March 22, 2019 in respect of a loan to Pixel Union in the amount of $12,000,000, as amended;

“ Brachium ” has the meaning ascribed thereto on the first page of this Agreement;

“ Brachium Board ” means the board of directors of Brachium, as constituted from time to time;

“ Brachium Change of Name ” means the change of name of Brachium to “WeCommerce Holdings Ltd.” or such other name as WeCommerce may determine in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV and the corporation’s regulatory authority of the application jurisdiction;

“ Brachium Financial Statements ” means the audited financial statement of Brachium for the year ended May 31, 2020 and the period ended May 31, 2019 and the unaudited interim financial statements of Brachium for the three months ended August 31, 2020;

“ Brachium Material Contracts ” means the following: (a) the agency agreement dated as of September 25, 2019 between Brachium and PI Financial Corp.; and (b) the escrow agreement dated as of September 25, 2019 among Brachium, Computershare Investor Services Inc. and those shareholders that executed such agreement;

“Brachium Meeting” means the annual general and special meeting of the Brachium Shareholders to be held on December 8, 2020, including any adjournment(s) or postponement(s) thereof, to obtain, among other things, the New Option Plan Approval and the Brachium Consolidation Approval, if applicable;

“ Brachium Option Plan” means Brachium’s existing stock option plan;

“ Brachium Options ” means the 792,350 outstanding stock options under the Brachium Option Plan, each option being exercisable for one Brachium Share at a price of $0.10 per Brachium Share for a period of five years from the date of issuance of such options, the details of which are set out in Schedule C;

“ Brachium Parties” means, collectively, Brachium and Newco;

“ Brachium Public Documents ” means the public documents filed by Brachium on SEDAR under Brachium’s SEDAR profile;

“ Brachium Consolidation Approval ” means the approval of a simple majority of the Brachium Shareholders in respect of the Consolidation;

“ Brachium Shareholders ” means, at any time, the holders of outstanding Brachium Shares;

“ Brachium Shares ” means the authorized common class A shares in the capital of Brachium;

“ Brachium Support Agreements ” means the agreements between Brachium, WeCommerce and each of Brachium’s directors, officers and shareholders, in the form attached hereto as Schedule D;

“ Brachium Warrants ” means the 400,000 outstanding broker warrants, each warrant being exercisable for one Brachium Share at a price of $0.10 per Brachium Share for a period ending on the date that is 24 months from the date the Brachium Shares commenced trading on the TSXV, the details of which are set out in Schedule C;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Registrar in respect of the Amalgamation in accordance with Subsection 281 of the BCBCA;

“ Claim ” means any claim, demand, complaint, action, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

“ Closing ” means the completion of the Amalgamation set forth herein, including the issuance of securities of Brachium to WeCommerce securityholders, which shall take place on the Closing Date;

“ Closing Date ” means the date that is no later than five Business Days following the satisfaction or waiver of all conditions set forth in this Agreement and any other documents, agreements or instruments related to the Amalgamation, or such other date, as the Parties may agree;

“ Completion Deadline ” means the latest date by which the Qualifying Transaction is to be completed, which date shall be January 31, 2021 or such other date as the Parties may mutually agree;

“ Consolidation ” means the consolidation of the Brachium Shares on the basis of one post-consolidation Brachium Share for each 36.9763 issued and outstanding pre-consolidation Brachium Shares pursuant to which no fractional shares will be issued. If the Consolidation would result in the issuance of a fractional Brachium Share, such fraction will be rounded up to the next whole number if the fractional entitlement is greater than or equal to 0.5 Brachium Shares and rounded down to the next whole number if the fractional entitlement is less than 0.5 Brachium Shares;

“ Contract ” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon Brachium or WeCommerce, as the case may be;

“ Dissenting Shareholder ” means a registered WeCommerce Shareholder who validly exercises and does not withdraw the rights of dissent provided under the BCBCA in connection with the WeCommerce Resolution;

“ Effective Date ” means the date shown on the Certificate of Amalgamation;

“ Effective Time ” means the earliest moment in time (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“ Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

“ Exchange Ratio ” means 19.8554 post-Consolidation Brachium Shares for each one (1) WeCommerce Share;

“ Filing Statement ” means the filing statement and any amendments thereto prepared in accordance with TSXV Form 3B2 - Information required in a filing statement for a Qualifying Transaction ;

“ Governmental Entity ” means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal,

arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the TSXV;

“ IFRS ” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

“ Intellectual Property ” means all right, title and interest of WeCommerce and the WeCommerce Subsidiaries to all trademarks and the goodwill associated therewith, trade names (including logos), domain names, service marks, brand names, copyrights, industrial designs, patents (including divisions, reissues, renewals and extensions), licenses, know-how, trade secrets, inventions, and other intellectual property rights and all applications therefore, in each case whether or not registered, both domestic and foreign, used by WeCommerce and the WeCommerce Subsidiaries;

“ IP Rights ” means (a) all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisions, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof, (b) all trademarks, service marks, trade dress, trade names, logos, domain names and corporate names, whether registered or existing at common law, (c) all registered and unregistered statutory and common law copyrights and industrial designs, (d) all registrations, applications and renewals for any of the foregoing, (e) all trade secrets, confidential information, ideas, formulae, compositions, know-how, improvements, innovations, discoveries, designs, manufacturing and production processes and techniques, and (f) all other intellectual property rights owned, licensed, controlled or used by a Person, in any and all relevant jurisdictions in the world;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“ Licensed Intellectual Property ” means all Intellectual Property licensed to WeCommerce and the WeCommerce Subsidiaries;

“ LOI ” means the letter of intent dated August 17, 2020 between Brachium and WeCommerce, as amended from time to time;

“ Material Adverse Change ” means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on Brachium or WeCommerce, as applicable, on a consolidated basis;

“ Material Adverse Effect ” means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of Brachium or WeCommerce, as applicable, on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(a) the announcement of the execution of this Agreement or any transactions contemplated herein, or communication by the applicable Party of its plans or intentions with respect to the other Party and/or any of its subsidiaries;
(b) changes in the United States and Canadian government, economies in general or the United States and Canadian capital or currency markets in general;
(c) any natural disaster, force majeure event, including the COVID-19 global pandemic, or any escalation or worsening thereof;
(d) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife or acts of terrorism;
(e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;
(f) any change in IFRS; or
(g) changes affecting the Party’s industry generally,

provided that, in the case of any changes referred to in clauses (b) to (g) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

“ New Option Plan” means the stock option plan to be adopted at the Brachium Meeting which will replace the Brachium Option Plan upon completion of the Qualifying Transaction;

“ New Option Plan Approval ” means the approval of a simple majority of the Brachium Shareholders in respect of the New Stock Option Plan;

“ Newco ” has the meaning ascribed thereto on the first page of this Agreement;

“ Newco Shares ” means common shares in the capital of Newco;

“ Notice of Alteration ” means the notice of alteration on Form 11 prescribed by the BCBCA to effect the Brachium Change of Name;

“ Owned Intellectual Property ” means all Intellectual Property owned by WeCommerce and the WeCommerce Subsidiaries whether registered or unregistered;

“ Party ” means, as the context requires, either WeCommerce, Brachium or Newco, and “ Parties ” means two or more of them, as applicable;

“ Permitted Encumbrances ” means the security granted by WeCommerce and the WeCommerce Subsidiaries to BDC Capital Inc. pursuant to the BDC Facility Agreement;

“ Person ” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“ Pixel Union ” means Pixel Union Design Ltd., a company existing under the Laws of British Columbia;

“ Qualifying Transaction ” means a transaction where a capital pool company acquires Significant Assets (as defined in TSXV Policy 2.4) other than cash, by way of purchase, amalgamation, merger or

arrangement with another company or by other means and, where appropriate, means the Amalgamation which constitutes Brachium’s Qualifying Transaction;

“ Registrar ” has the meaning ascribed to it in the BCBCA;

“ Regulation D ” means Regulation D adopted by the SEC under the 1933 Act;

“ Regulation S ” means Regulation S adopted by the SEC under the 1933 Act;

“ SEC ” means the United States Securities and Exchange Commission;

“ Securities Authorities ” means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including the SEC, and any stock exchanges or other self-regulatory agencies having authority over Brachium or WeCommerce (as applicable), including the TSXV;

“ SEDAR ” means the Canadian System for Electronic Document Analysis and Retrieval;

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

“ Tax Act ” means the Income Tax Act (Canada);

“ Tax Returns ” means all returns, reports, declarations, claims for refunds, elections, notices, filings, forms, statements and other documents (whether in written, electronic or other form) and any amendments, schedules, attachments, supplements, appendices and exhibits thereto, which have been prepared or filed or are required to be prepared or filed in respect of Taxes;

“ TSXV ” means the TSX Venture Exchange;

“ TSXV Conditional Approval ” has the meaning ascribed thereto in Section 5.1(a);

“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ WeCommerce ” has the meaning ascribed thereto on the first page of this Agreement;

“ WeCommerce Board ” means the board of directors of WeCommerce, as constituted from time to time;

“ WeCommerce Financial Statements ” means the audited consolidated financial statements of WeCommerce for the years ended December 31, 2019 and December 31, 2018 and the unaudited interim consolidated financial statements for the three and six month periods ended June 30, 2020 and June 30, 2019;

“ WeCommerce Financing ” means the private placement of WeCommerce Subscription Receipts at a price of $138.99 per WeCommerce Subscription Receipt for gross proceeds of at least $10,000,000;

“ WeCommerce Material Contracts ” means the BDC Facility Agreement and, upon their execution, the Agency Agreement, the WeCommerce Subscription Receipt Agreement;

“ WeCommerce Options ” means the up to 100,000 options to purchase WeCommerce Shares issued by WeCommerce and outstanding on the Effective Date, issued pursuant to the WeCommerce Stock Option Plan;

“ WeCommerce Reorganization ” means reorganization transaction that occurred on December 31, 2019, pursuant to which the shareholders of Pixel Union exchanged their common shares of Pixel Union for WeCommerce Shares and resulting in Pixel Union becoming a wholly owned subsidiary of WeCommerce; “ WeCommerce Resolution ” means the resolution of the WeCommerce Shareholders approving the Amalgamation and this Agreement, substantially in the form attached hereto as Schedule F;

“ WeCommerce Shareholder Approval ” means (i) unanimous written consent resolutions of the WeCommerce Shareholders in respect of the WeCommerce Resolution, or (ii) approval of WeCommerce Shareholders in respect of the WeCommerce Resolution obtained at a shareholders’ meeting of WeCommerce where not less than 66 2/3% of the issued and outstanding WeCommerce Shares entitled to vote and present at the meeting approve the WeCommerce Resolution;

“ WeCommerce Shareholders ” means, at any time, the holders of WeCommerce Shares;

“ WeCommerce Shareholders Agreement ” means the shareholders agreement entered into among WeCommerce and the WeCommerce Shareholders dated December 31, 2019;

“ WeCommerce Shares ” means the authorized common shares in the capital of WeCommerce;

“ WeCommerce Stock Option Plan ” means the stock option plan of WeCommerce effective November 27, 2019;

“ WeCommerce Subscription Receipt Agreement ” means the subscription receipt agreement to be entered into among WeCommerce, Brachium, Canaccord Genuity Corp. and Computershare Trust Company of Canada, as subscription receipt agent, which agreement will govern the WeCommerce Subscription Receipts;

“ WeCommerce Subscription Receipts ” means subscription receipts of WeCommerce issued in connection with the WeCommerce Financing, each of which will, prior to the Effective Time, be automatically converted into a WeCommerce Share, in accordance with the terms thereof, and in accordance with the WeCommerce Subscription Receipt Agreement;

“ WeCommerce Subsidiaries ” means Pixel Union, Rehash Ltd. and Foursixty Inc.; and

“ WeCommerce Support Agreements ” means the agreements between Brachium, WeCommerce and certain of WeCommerce’s directors, officers and shareholders in the form attached hereto as Schedule D.

In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Headings, etc.

(a) The preamble forms an integral part hereof and is not mere recitals.

(b) The division of this Agreement into articles, sections and subsections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing the use of either gender shall include both genders and neutral.

1.4 Date for any Action

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

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references in this Agreement to dollar amounts are expressed in Canadian currency.

1.7 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Laws, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

1.8 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with, IFRS.

1.9 Knowledge

Where the phrase “to the knowledge of” is used in respect of any Party, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon the actual knowledge of management of such Party after appropriate inquiries and investigations.

1.10 Meaning of “Ordinary and Regular Course of Business”

In this Agreement, the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by management of corporations engaged in the businesses of WeCommerce or Brachium, as applicable, without any need for the approval of the board of directors thereof.

1.11 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule A – Amalgamation Application Schedule B – Articles of Amalco Schedule C – Brachium Options and Warrants Schedule D – Support Agreements Schedule E – WeCommerce Options Schedule F – Form of WeCommerce Resolution

ARTICLE 2 THE AMALGAMATION

2.1 Terms of Amalgamation

Brachium, Newco and WeCommerce hereby covenant and agree to implement the Amalgamation in accordance with the terms and subject to the conditions of this Agreement, as follows:

(a) as soon as reasonably practicable following the execution and delivery of this Agreement: (i) Brachium shall obtain the Brachium Consolidation Approval and, if necessary, call and hold the Brachium Meeting; (ii) WeCommerce shall obtain the WeCommerce Shareholder Approval; and (iii) WeCommerce shall prepare the draft Filing Statement;
(b) following the receipt of Brachium Consolidation Approval for the Consolidation and the WeCommerce Shareholder Approval for the WeCommerce Resolution, and immediately prior to the Effective Time, upon and subject to the terms of this Agreement:
(i) Brachium shall, complete and give effect to the Consolidation and file the Notice of Alteration to effect the Brachium Change of Name upon and subject to the terms of this Agreement; and
(ii) (A) each Brachium Option and each Brachium Warrant shall be adjusted in accordance with their respective terms to account for the Consolidation, and (B) the term of each Brachium Option shall be extended until the date that is 12 months following completion of the Qualifying Transaction. Notwithstanding the foregoing, in the event that a holder of Brachium Options continues as a director, officer, technical consultant or employee of Brachium immediately following completion of the Amalgamation, the original term of such Brachium Option shall remain in full force and effect upon completion of the Amalgamation;
(c) in accordance with the requirements of the BCBCA, the Amalgamation Affidavits shall be deposited at the records office of WeCommerce and Newco, respectively, and WeCommerce and Newco shall jointly complete and file the Amalgamation Application with the Registrar to give effect to the Amalgamation;

(d) at the Effective Time, Newco and WeCommerce shall amalgamate and continue as one company, being Amalco, pursuant to the provisions of the BCBCA;
(e) at the Effective Time:
(i) all of the holders of WeCommerce Shares outstanding immediately prior to the Effective Time, other than a WeCommerce Share held by a Dissenting Shareholder, shall receive, in exchange for their WeCommerce Shares, that number of post-Consolidation Brachium Shares equal to the product of:
- (A) the number of the WeCommerce Shares held by such holders; and
- (B) the Exchange Ratio,

and the WeCommerce Shares outstanding immediately prior to the Effective Time shall be cancelled;

(ii) subject to receipt of all required regulatory approvals, each WeCommerce Option outstanding immediately prior to the Effective Time shall be exchanged for options to be issued by Brachium to purchase the corresponding number of postConsolidation Brachium Shares, multiplied by the Exchange Ratio, and otherwise on the same terms as those contained in the WeCommerce Option immediately prior to the Amalgamation and each such WeCommerce Option shall be cancelled. The exercise price for each post-Consolidation Brachium Share underlying the options to be issued by Brachium will be equal to the exercise price per WeCommerce Share under the WeCommerce Option in effect immediately prior to the Amalgamation, divided by the Exchange Ratio;
(iii) all of the Newco Shares outstanding immediately prior to the Effective Time shall be exchanged for an equal number of Amalco Shares and the Newco Shares outstanding immediately prior to the Effective Time shall be cancelled; and
(iv) as consideration for the issuance of post-Consolidation Brachium Shares pursuant to the Amalgamation, Amalco shall issue to Brachium one Amalco Share for each post-Consolidation Brachium Share issued.
(f) the Articles of Amalco shall be in the form appended hereto as Schedule A.

2.2 Dissenting Shareholders

WeCommerce Shares which are held by a Dissenting Shareholder shall not be exchanged for postConsolidation Brachium Shares pursuant to the Amalgamation. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder’s claim under Division 2 of Part 8 of the BCBCA or forfeits such Dissenting Shareholder’s right to make a claim under Division 2 of Part 8 of the BCBCA or if his rights as a WeCommerce Shareholder are otherwise reinstated, such WeCommerce Shareholder’s WeCommerce Shares shall thereupon be deemed to have been exchanged for postConsolidation Brachium Shares as of the Effective Date as prescribed herein. Registered WeCommerce Shareholders entitled to vote on the WeCommerce Resolution may exercise dissent rights with respect to their WeCommerce Shares in connection with the Amalgamation pursuant to and in the manner set forth in the BCBCA. WeCommerce shall give Brachium prompt notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by WeCommerce and shall promptly provide Brachium with copies of such notices and written objections and all other correspondence related thereto.

2.3 Effective Date

The Amalgamation shall be completed on the Effective Date and shall be effective at the Effective Time.

2.4 Effecting the Amalgamation

Subject to the rights of termination contained in Article 6, upon both the Brachium Consolidation Approval and the WeCommerce Shareholder Approval being obtained, and the other conditions contained in Article 5 being complied with or waived, WeCommerce and Newco shall file with the Registrar the Amalgamation Application, deposit the Amalgamation Affidavits and deliver such other documents as may be required in order to effect the Amalgamation, within five Business Days, or such other date as the Parties may agree, of the later of: (i) the Brachium Consolidation Approval, (ii) the WeCommerce Consolidation Approval, and (iii) TSXV Conditional Approval, as applicable, being obtained.

2.5 Name of Amalco

The Parties agree that the name of Amalco shall be WeCommerce Operations Ltd.

2.6 Registered Office of Amalco

The Parties agree that the address of the registered and records office of Amalco shall be 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3.

2.7 Authorized Capital of Amalco

The Parties agree that Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares) which shall have the rights, privileges, restrictions and conditions set out in the Notice of Articles and the Articles of Amalco. No Amalco Shares may be transferred except in compliance with the restrictions set out in the Articles.

2.8 Initial Directors of Amalco

The Parties agree that the first directors of Amalco shall be Andrew Wilkinson and Chris Sparling.

2.9 Treatment of Restricted Securities under the U.S. Securities Act

The Parties agree that the Brachium Shares issued in connection with the Qualifying Transaction to or for the account or benefit of any former WeCommerce Shareholders who is a U.S. Person (as defined in Regulation S) or person in the United States will be “restricted securities” within the meaning of Rule 144 under the 1933 Act and each certificate representing such Brachium Shares will bear a legend in substantially the form that follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF BRACHIUM CAPITAL CORP. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT

DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AFTER, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT.”

2.10 Consultation

WeCommerce and Brachium will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Qualifying Transaction and in making any filing with any Governmental Entity or Securities Authority with respect thereto. Each of WeCommerce and Brachium shall use its commercially reasonable efforts to enable the other of them to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof, provided, however, that the obligations herein will not prevent a Party from making, after consultation with the other Party, such disclosure as is required by applicable Laws or the rules and policies of any applicable stock exchange.

2.11 Withholding Taxes

Brachium and Newco will be entitled to deduct and withhold from the Brachium Shares deliverable to any former WeCommerce Shareholder, or any consideration otherwise payable to any Dissenting Shareholder, such amounts as Brachium or Newco may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that any amounts are so deducted and withheld, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Brachium or WeCommerce may sell or otherwise dispose of any portion of the Brachium Shares issuable to a former WeCommerce Shareholder as is necessary to provide sufficient funds to enable Brachium or Newco to comply with such deduction and/or withholding requirements.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Brachium

Brachium hereby represents and warrants to WeCommerce and hereby acknowledges that WeCommerce is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Qualifying Transaction, as follows:

(a) Organization. Each of Brachium and Newco has been incorporated and is validly existing and in good standing under the laws of British Columbia and has all requisite corporate power to conduct its respective business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification.
(b) Capitalization. Brachium is authorized to issue an unlimited number of Brachium Shares of which 7,923,500 Brachium Shares are issued and outstanding as of the date hereof, prior to giving effect to the Amalgamation and the Consolidation. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Brachium to issue or sell any Brachium Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any Brachium Shares other than the Brachium Options and Brachium Warrants. Newco is authorized to issue an unlimited number of Newco Shares of which one Newco Share is issued and outstanding. All outstanding Brachium

Shares and Newco Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding contractual obligations of Brachium or Newco to repurchase, redeem or otherwise acquire any outstanding Brachium Shares or Newco Shares or with respect to the disposition of any outstanding Brachium Shares or Newco Shares, other than the Brachium Support Agreements.

(c) Indebtedness. There are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of Brachium and there are no agreements obligating Brachium to issue or sell any debt instruments.
(d) Subsidiaries. Brachium is the registered and beneficial owner of all of the issued and outstanding shares of Newco. Neither Brachium nor Newco has any other subsidiaries and does not hold any shares or securities of any other entity and is not affiliated with, nor is it a holding corporation of, any other body corporate. Newco was formed solely for the purposes of effecting the Amalgamation, has nominal assets and no liabilities and has never conducted any business activities.
(e) Authority and Conflict. Subject to obtaining the Brachium Consolidation Approval and the New Option Plan Approval, each of Brachium and Newco has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Brachium and Newco as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Brachium and Newco and the completion by Brachium and Newco of the transactions contemplated hereby have been authorized by the Brachium Board and the sole director of Newco and, subject to obtaining the Brachium Consolidation Approval and to obtaining approval of the TSXV, no other corporate proceedings on the part of Brachium or Newco are necessary to authorize this Agreement or the completion by Brachium and Newco of the transactions contemplated hereby other than the filing of the Notice of Alteration and the Amalgamation Application with the Registrar. This Agreement has been executed and delivered by each of Brachium and Newco and constitutes a legal, valid and binding obligation of each of Brachium and Newco, enforceable against each of Brachium and Newco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Brachium and Newco of this Agreement and the performance by each of Brachium and Newco of its obligations hereunder and the completion of the transactions contemplated hereby, does not and will not:
(i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
- (A) the notice of articles and articles of Brachium or Newco;
- (B) any applicable Law or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by Brachium of the transactions contemplated hereby, will be applied for by Brachium but has not been obtained as of the date hereof); or
- (C) any Contract to which Brachium or Newco is bound or is subject to or of which Brachium and Newco is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Brachium.

(f) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Brachium or Newco in connection with the execution and delivery of this Agreement or the consummation by Brachium and Newco of the transactions contemplated hereby other than:
(i) the Brachium Consolidation Approval and the New Option Plan Approval;
(ii) filings required under the BCBCA and the issuance of the Certificate of Amalgamation;
(iii) the approval of the TSXV;
(iv) such registrations and other actions required under Applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of Amalco; and
(v) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Brachium.
(g) Directors’ Approvals. The Brachium Board has unanimously:
(i) determined that the Qualifying Transaction and the Amalgamation are each in the best interests of Brachium; and
(ii) authorized the entering into of this Agreement and the performance of Brachium’s obligations hereunder.
(h) Material Contracts. As at the date hereof, Brachium and Newco are not party to any material Contract, written or oral, other than the Brachium Material Contracts true, correct and complete copies of which have been filed on SEDAR. Each of the Brachium Material Contracts to which Brachium and Newco is a party is in good standing, constitutes a valid and legally binding obligation of Brachium or Newco, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect without amendment.
(i) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Brachium Material Contracts.
(j) No Defaults. Neither Brachium nor Newco is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Brachium or Newco under, any Contract or other instrument that is material to the conduct of the business of Brachium or Newco to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Brachium and Newco, respectively. No party to any Contract of Brachium or Newco has given written notice to Brachium or Newco of, or made a Claim against Brachium or Newco with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Brachium.

(k) Absence of Changes. Except as disclosed in the Brachium Public Documents, since May 31, 2020:
(i) each of Brachium and Newco has conducted its business only in the ordinary and regular course of business consistent with past practice;
(ii) neither Brachium nor Newco has incurred or suffered a Material Adverse Change;
(iii) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Brachium or Newco of any debt for borrowed money, any creation or assumption by Brachium or Newco of any Encumbrance, any making by Brachium or Newco of any loan, advance or capital contribution to, or investment in, any other Person, or any entering into, amendment of, relinquishment, termination or non-renewal by Brachium or Newco of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Brachium or Newco;
(iv) Brachium has not declared or paid any dividends or made any other distribution in respect of any of the Brachium Shares;
(v) other than the proposed Consolidation, Brachium has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Brachium Shares;
(vi) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Brachium to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; and
(vii) Brachium has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Brachium Financial Statements; and
(l) Voting Agreements. Except for the Brachium Support Agreements, Brachium is not party to any agreement, nor, to the knowledge of Brachium, is there any shareholders agreement or other Contract which in any manner affects the voting control of any of the securities of Brachium.
(m) Pre-emptive Rights. No holder of outstanding shares in the capital of Brachium is entitled to any pre-emptive or any similar rights to subscribe for any Brachium Shares or other securities of Brachium and, other than the Brachium Options and the Brachium Warrants and securities of Brachium that may be issued pursuant to this Agreement, there are no rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of Brachium or Newco.
(n) Employment Agreements. Brachium:
(i) has no, and since incorporation has not had any, employees; and

(ii) is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with, any director or officer of Brachium that would be triggered by Brachium’s entering into this Agreement or the completion of the Qualifying Transaction;
(o) Professional Service Fees. There is no agreement, plan or practice of Brachium relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit other than in the ordinary course of business or in respect of professional service fees.
(p) Financial Matters. The Brachium Financial Statements and the notes thereto were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Brachium at the respective dates indicated and the results of operations of Brachium for the periods covered. Except as disclosed in the Brachium Financial Statements, as of the date hereof, Brachium does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or production program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Brachium Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since August 31, 2020, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Brachium.
(q) Auditors. Brachium’s auditors are independent public accountants.
(r) Books and Records. The corporate records and minute books of Brachium have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Brachium.
(s) Litigation. There is no Claim pending or in progress or, to the knowledge of Brachium, threatened against or relating to Brachium or Newco, or affecting any of their respective properties or assets, before any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Brachium or Newco (as applicable), and Brachium is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Brachium, threatened against or relating to Brachium or Newco before any Governmental Entity. Neither Brachium nor Newco nor any of their respective assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Brachium to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on Brachium.
(t) Tax Matters. Brachium and Newco are each taxable Canadian corporations for purposes of the Tax Act and all Taxes due and payable or required to be collected or withheld and remitted by each of Brachium and Newco have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect on Brachium or Newco. Except to the extent that failure to do so would not have a Material Adverse Effect, all Tax Returns, declarations, remittances and filings required to be filed by each of Brachium and Newco have been filed with all appropriate Governmental Entity within the prescribed periods and all such Tax Returns,

declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. There are no proceedings, investigations or audits pending or, to the knowledge of Brachium, threatened against or affecting Brachium or Newco in respect of any Taxes and no event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any such proceeding, investigation or audit. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Brachium or Newco.

(u) Reporting Status. Brachium is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Brachium Shares are listed on the TSXV and Brachium is in material compliance with the rules and regulations of the TSXV.
(v) Reports.
(i) To the knowledge of Brachium, Brachium has filed with the Securities Authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the Brachium Public Documents.
(ii) Brachium has not filed any confidential material change or other report or other document with any Securities Authorities which at the date hereof remains confidential.
(iii) Each of the Brachium Public Documents, at the time filed or, if amended, as of the date of such amendment:
- (A) did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) and did not contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and
- (B) complied in all material respects with the requirements of Applicable Securities Laws and the rules, policies and instruments of all Securities Authorities, except where such non-compliance has not had, or would not reasonably be expected to have, a Material Adverse Effect on Brachium.
(w) No Cease Trade. Other than the trading halt imposed on the Brachium Shares in connection with the execution of the LOI as required under TSXV Policy 5.2, Brachium is not subject to any cease trade or other order of any applicable Securities Authority and, to the knowledge of Brachium, no investigation or other proceedings involving Brachium that may operate to prevent or restrict the trading or sale of any securities of Brachium are currently in progress or pending before any applicable Securities Authority.
(x) Compliance with Laws. Brachium has complied with and is not in violation of any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Brachium.
(y) No Broker’s Commission. Brachium has not entered into any Contract that would entitle any Person to any valid claim against it for a broker’s commission, finder’s fee or any like

payment in respect of the Qualifying Transaction or any other matter contemplated by this Agreement.

(z) Vote Required. The only votes of the holders of any class or series of securities of Brachium necessary to approve this the transactions contemplated hereby is the Brachium Consolidation Approval.
(aa) No Shareholdings in WeCommerce. Neither Brachium nor Newco owns, legally or beneficially, directly or indirectly, any securities of WeCommerce and does not have any right, agreement or obligation to purchase any securities of WeCommerce or any securities or obligations of any kind convertible into or exchangeable for any securities of WeCommerce.
(bb) Solvency of Brachium. Except as indicated in the going concern note of the independent auditors as set out in the Brachium Financial Statements, there are reasonable grounds for believing that Brachium is able to pay its liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.
(cc) Right to Use Personal Information. To the knowledge of Brachium, all personal information in the possession of Brachium has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which Brachium conducts, or Brachium is deemed by operation of law in those jurisdictions to conduct, its business. Brachium has disclosed to WeCommerce all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Qualifying Transaction, would restrict or interfere with the use of any personal information by WeCommerce in the operation of its business as conducted before the Effective Time. There are no Claims pending or, to the knowledge of Brachium, threatened, with respect to Brachium’s collection, use or disclosure of personal information; and
(dd) Agreements. Brachium is not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse take-over, Qualifying Transaction (as defined in TSXV Policy 2.4), or similar transaction, other than in respect of a transaction with WeCommerce.

3.2 Representations and Warranties of WeCommerce

WeCommerce hereby represents and warrants to Brachium, and hereby acknowledges that Brachium and Newco are relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Qualifying Transaction, as follows:

(a) Organization. WeCommerce has been duly incorporated and is validly existing and in good standing under the laws of British Columbia and has all requisite corporate power to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification.
(b) Capitalization. WeCommerce is authorized to issue an unlimited number of WeCommerce Shares of which 1,368,690 WeCommerce Shares are issued and outstanding as of the date hereof, prior to giving effect to the WeCommerce Financing and the Amalgamation. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating WeCommerce to issue or sell any WeCommerce Shares or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any WeCommerce Shares other than the WeCommerce Options, the details of which, as of

the date of this Agreement, are set forth in Schedule E. All outstanding WeCommerce Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding contractual obligations of WeCommerce to repurchase, redeem or otherwise acquire any outstanding WeCommerce Shares or with respect to the disposition of any outstanding WeCommerce Shares, other than the WeCommerce Support Agreements.

(c) Indebtedness. Other than pursuant to the BDC Facility Agreement, there are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of WeCommerce and there are no agreements or obligations on WeCommerce to issue or sell any debt instruments.
(d) Subsidiaries. WeCommerce’s only subsidiaries are the WeCommerce Subsidiaries, which are wholly owned subsidiaries of WeCommerce. WeCommerce does not hold any shares or securities of any other entity and is not affiliated with, nor is it a holding corporation of, any other body corporate other than the WeCommerce Subsidiaries. Each of the WeCommerce Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the material conduct of its business or its ownership or leasing of material property requires such qualification. All of the issued and outstanding shares in the capital of the WeCommerce Subsidiaries have been authorized and are validly issued and outstanding as fully paid and non-assessable shares free and clear of any Encumbrances, other than Permitted Encumbrances, and are directly owned by WeCommerce. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating WeCommerce to issue or sell any securities of the WeCommerce Subsidiaries or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any securities of the WeCommerce Subsidiaries. There are no outstanding contractual obligations of the WeCommerce Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the WeCommerce Subsidiaries or with respect to the disposition of any outstanding securities of the WeCommerce Subsidiaries. Except for their obligations arising under the BDC Facility Agreement and the Permitted Encumbrances created thereunder, there are no outstanding bonds, debentures or other evidences of indebtedness or guarantees of the WeCommerce Subsidiaries and there are no agreements or obligations on the WeCommerce Subsidiaries to issue or sell any debt instruments.
(e) Authority and Conflict. WeCommerce has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by WeCommerce as contemplated hereby, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by WeCommerce and the completion by WeCommerce of the transactions contemplated by this Agreement have been authorized by the WeCommerce Board, and subject to obtaining the WeCommerce Shareholder Approval, no other corporate proceedings on the part of WeCommerce are necessary to authorize this Agreement or the completion by WeCommerce of the transactions contemplated hereby, other than the filing of the Amalgamation Application with the Registrar and filings in connection with the WeCommerce Financing. This Agreement has been executed and delivered by WeCommerce and constitutes a legal, valid and binding obligation of WeCommerce, enforceable against WeCommerce in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by WeCommerce of this Agreement and

the performance by WeCommerce of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained (except for the approval of BDC which has been obtained) under or give rise to any termination rights under any provision of:
(A) the notice of articles and articles of WeCommerce or the constating documents of WeCommerce Subsidiaries;
(B) any applicable Law; or
(C) any Contract to which WeCommerce, or any of its subsidiaries is bound or is subject to or of which WeCommerce or any of its subsidiaries is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on WeCommerce or the WeCommerce Subsidiaries.

(f) Consents and Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by WeCommerce in connection with the execution and delivery of this Agreement or the consummation by WeCommerce of the transactions contemplated hereby other than:
(i) the approval of BDC which has been obtained;
(ii) the WeCommerce Shareholder Approval;
(iii) filings required under the BCBCA and the issuance of the Certificate of Amalgamation;
(iv) such registrations and other actions required under Applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of Amalco; and
(v) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on WeCommerce.
(g) Directors’ Approvals. The WeCommerce Board has unanimously:
(i) determined that the Amalgamation is in the best interests of WeCommerce;
(ii) determined to recommend that the WeCommerce Shareholders vote in favour of the WeCommerce Resolution; and
(iii) authorized the entering into of this Agreement and the performance of WeCommerce’s obligations hereunder.
(h) Material Contracts. WeCommerce and the WeCommerce Subsidiaries are not party to any material Contract, written or oral, other than the WeCommerce Material Contracts, true, correct and complete copies of which have been or, in respect of the Agency Agreement and the Subscription Receipt Agreement, will be provided to Brachium. Each

of the Material Contracts to which WeCommerce and the WeCommerce Subsidiaries is a party is in good standing, constitutes a valid and legally binding obligation of WeCommerce or the WeCommerce Subsidiaries, as applicable, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect without amendment.

(i) Waivers and Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of WeCommerce or the WeCommerce Subsidiaries, except as have been obtained.
(j) Voting Agreements. Except for the WeCommerce Support Agreements and the WeCommerce Shareholders Agreement, WeCommerce is not party to any agreement, nor, to the knowledge of WeCommerce, is there any shareholders agreement or other Contract which in any manner affects the voting control of any of the securities of WeCommerce.
(k) No Defaults. Neither WeCommerce nor the WeCommerce Subsidiaries is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by WeCommerce or the WeCommerce Subsidiaries under, any Contract or other instrument that is material to the conduct of the business of WeCommerce or the WeCommerce Subsidiaries to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on WeCommerce or the WeCommerce Subsidiaries, respectively. No party to any Contract of WeCommerce or the WeCommerce Subsidiaries has given written notice to WeCommerce or the WeCommerce Subsidiaries of, or made a Claim against WeCommerce or the WeCommerce Subsidiaries with respect to, any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on WeCommerce.
(l) Absence of Changes. Since December 31, 2019, other than pursuant to the WeCommerce Reorganization or in connection with WeCommerce’s acquisition of Foursixty Inc.:
(i) each of WeCommerce and the WeCommerce Subsidiaries has conducted its business only in the ordinary and regular course of business consistent with past practice;
(ii) neither WeCommerce nor the WeCommerce Subsidiaries has incurred or suffered a Material Adverse Change;
(iii) other than in the ordinary and regular course of business consistent with past practice and as set forth in the WeCommerce Financial Statements, there has not been any incurrence, assumption or guarantee by WeCommerce or the WeCommerce Subsidiaries of any debt for borrowed money, any creation or assumption by WeCommerce or the WeCommerce Subsidiaries of any Encumbrance, any making by WeCommerce or the WeCommerce Subsidiaries of any loan, advance or capital contribution to, or investment in, any other Person, or any entering into, amendment of, relinquishment, termination or non-renewal by WeCommerce or the WeCommerce Subsidiaries of any Contract or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on WeCommerce or the WeCommerce Subsidiaries;

(iv) WeCommerce has not declared or paid any dividends or made any other distribution in respect of any of the WeCommerce Shares;
(v) WeCommerce has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding WeCommerce Shares;
(vi) other than as will be disclosed in the Filing Statement, there has not been any material increase in or modification of the compensation payable by WeCommerce to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay, or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; and
(vii) WeCommerce has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the WeCommerce Financial Statements.
(m) Employees and Benefits.
(i) No complaint, grievance, claim, proceeding, civil action, work order or investigation has been filed, made or commenced against WeCommerce or the WeCommerce Subsidiaries in respect of, concerning or affecting any of their employees.
(ii) WeCommerce and the WeCommerce Subsidiaries have observed and complied with the provisions of all applicable Laws respecting employment, including employment standards Laws as well as Laws relating to human rights, occupational health and safety, workplace safety and insurance, labour relations and pay equity.
(n) Leases. Neither WeCommerce nor any of the WeCommerce Subsidiaries have any real property leases that are material to WeCommerce.
(o) Title and Sufficiency of Assets. WeCommerce and the WeCommerce Subsidiaries have good and marketable title to all the properties and assets reflected as being owned by WeCommerce or the WeCommerce Subsidiaries on the balance sheets forming part of the WeCommerce Financial Statements. WeCommerce and the WeCommerce Subsidiaries have legal and beneficial ownership of such assets free and clear of all Encumbrances, except for Permitted Encumbrances. WeCommerce and the WeCommerce Subsidiaries have all rights, assets and property necessary for the conduct after the Effective Time of the businesses operated by WeCommerce and the WeCommerce Subsidiaries substantially in the same manner as it was conducted prior to such time.

(p) Intellectual Property.

(i) All Owned Intellectual Property is owned by WeCommerce and the WeCommerce Subsidiaries free and clear of all Encumbrances, except Permitted Encumbrances. WeCommerce and the WeCommerce Subsidiaries have the exclusive right to use the Owned Intellectual Property and no license or other right to use the same has been granted by WeCommerce or the WeCommerce Subsidiaries to any other Person. No royalty payments, licence fees or other charges are payable in respect of the use of the Owned Intellectual Property.

(ii) The use by WeCommerce and the WeCommerce Subsidiaries of the Owned Intellectual Property has not previously and does not presently infringe upon the patents, trademarks, service marks, trade names, brand names, industrial designs, logos or copyrights, whether or not registered and whether domestic or foreign, or the trade secrets, know-how or confidential or proprietary information, of any other Person.
(iii) To the knowledge of WeCommerce, the use by WeCommerce and the WeCommerce Subsidiaries of the Licensed Intellectual Property does not presently infringe upon the patents, trademarks, service marks, trade names, brand names, industrial designs, logos or copyrights, whether or not registered and whether domestic or foreign, or the trade secrets, know-how or confidential or proprietary information, of any other Person.
(iv) Subject to the terms of the applicable licences associated with any Licensed Intellectual Property, to the knowledge of WeCommerce there are no restrictions on the ability of WeCommerce and the WeCommerce Subsidiaries to use and exploit any material Owned Intellectual Property and Licensed Intellectual Property.
(v) Each of WeCommerce and the WeCommerce Subsidiaries has the full right and authority to use, and to continue to use after the Effective Date, its IP Rights in connection with the conduct of its business in the manner presently conducted, and such use or continuing use does not, to WeCommerce’s knowledge, infringe upon or violate any rights of any other Person.
(vi) To the knowledge of WeCommerce, no Person has claimed that any current or former employee, agent, consultant or third party contractors of WeCommerce that contributed to the development of its IP Rights has, as a result of such contribution, violated the terms and conditions of any Contract with such Person or disclosed or used any trade secret of such Person.
(q) Financial Matters. The WeCommerce Financial Statements were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of WeCommerce at the respective dates indicated and the results of operations of WeCommerce for the periods covered. Except as disclosed in the WeCommerce Financial Statements, as of the date hereof, WeCommerce does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or production program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the WeCommerce Financial Statements, except liabilities and obligations incurred in the ordinary and regular course of business since December 31, 2019, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on WeCommerce.
(r) Accounts Receivable. To the knowledge of WeCommerce, all accounts receivable of WeCommerce and the WeCommerce Subsidiaries are: (i) actual and bona fide receivables resulting from the ordinary and usual conduct of the business of the WeCommerce and the WeCommerce Subsidiaries, (ii) subject to customary trade terms; and (iii) collectible without set-off or counterclaim.
(s) Auditors. WeCommerce’s auditors are independent public accountants.
(t) Books and Records. The corporate records and minute books of WeCommerce and the WeCommerce Subsidiaries have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such

incompleteness or inaccuracy would not have a Material Adverse Effect on WeCommerce.

(u) Litigation. There is no Claim pending or in progress or, to the knowledge of WeCommerce, threatened against or relating to WeCommerce or the WeCommerce Subsidiaries, or affecting any of their respective properties or assets, before any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on WeCommerce or the WeCommerce Subsidiaries (as applicable), and WeCommerce is not aware of any existing ground on which any such Claim might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of WeCommerce, threatened against or relating to WeCommerce or the WeCommerce Subsidiaries before any Governmental Entity. Neither WeCommerce nor the WeCommerce Subsidiaries nor any of their respective assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of WeCommerce to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on WeCommerce.
(v) Tax Matters. WeCommerce is a taxable Canadian corporation for the purposes of the Tax Act. All Taxes due and payable or required to be collected or withheld and remitted by each of WeCommerce and the WeCommerce Subsidiaries have been paid, collected or withheld and remitted within the prescribed period to the appropriate Governmental Entity as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect on WeCommerce or the WeCommerce Subsidiaries. Except to the extent that failure to do so would not have a Material Adverse Effect on WeCommerce and the WeCommerce Subsidiaries, all Tax Returns, declarations, remittances and filings required to be filed by each of WeCommerce and the WeCommerce Subsidiaries have been filed within the prescribed period with all appropriate Governmental Entities and all such Tax Returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. There are no proceedings, investigations or audits pending or, to the knowledge of WeCommerce, threatened against or affecting WeCommerce or the WeCommerce Subsidiaries in respect of any Taxes and no event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any such proceeding, investigation or audit. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to WeCommerce or the WeCommerce Subsidiaries.
(w) Auditors. WeCommerce’s auditors are independent public accountants.
(x) Compliance with Laws. Each of WeCommerce and the WeCommerce Subsidiaries has complied with, and is not in violation of, any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on WeCommerce.
(y) Private Issuer. WeCommerce is not a reporting issuer in any jurisdiction in Canada and there is no published market in respect of the WeCommerce Shares.
(z) No Broker’s Commission. Other than in connection with the WeCommerce Financing, WeCommerce has not entered into any Contract that would entitle any Person to any valid claim against it for a broker’s commission, finder’s fee or any like payment in

respect of the Qualifying Transaction or any other matter contemplated by this Agreement.

(aa) Vote Required. The only votes of the holders of any class or series of securities of WeCommerce necessary to approve the transactions contemplated hereby is the WeCommerce Shareholder Approval.
(bb) U.S. Securities Law Matters. (a) Each existing WeCommerce Shareholder that is a U.S. Person (as defined in Regulation S) or a person in the United States is, and will be at the Effective Time, an “accredited investor” as defined in Regulation D; and (b) WeCommerce has taken reasonable steps to ensure that each Person who becomes a WeCommerce Shareholder upon conversion of the WeCommerce Subscription Receipts that is a U.S. Person (as defined in Regulation S) or a person in the United States is, and will be at the Effective Time, an “accredited investor” as defined in Regulation D.
(cc) No Shareholdings in Brachium. Neither WeCommerce nor the WeCommerce Subsidiaries owns, legally or beneficially, directly or indirectly, any securities of Brachium and does not have any right, agreement or obligation to purchase any securities of Brachium or any securities or obligations of any kind convertible into or exchangeable for any securities of Brachium, except as otherwise set out in this Agreement;
(dd) Solvency of WeCommerce. There are reasonable grounds for believing that WeCommerce or the WeCommerce Subsidiaries are able to pay their liabilities as they become due and, at the Effective Time, will be able to pay its liabilities as they become due.
(ee) Right to Use Personal Information. To the knowledge of WeCommerce, all personal information in the possession of WeCommerce and the WeCommerce Subsidiaries has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which WeCommerce and the WeCommerce Subsidiaries conducts, or WeCommerce and the WeCommerce Subsidiaries is deemed by operation of law in those jurisdictions to conduct, its business. WeCommerce has disclosed to Brachium all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts or facts which, on completion of the Qualifying Transaction, would restrict or interfere with the use of any personal information by Brachium in the operation of its business as conducted before the Effective Time. There are no Claims pending or, to the knowledge of WeCommerce, threatened, with respect to WeCommerce or the WeCommerce Subsidiaries collection, use or disclosure of personal information.
(ff) Agreements. WeCommerce and the WeCommerce Subsidiaries are not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse take-over, Qualifying Transaction (as such term is defined in the TSXV Policy 2.4), or similar transaction, other than in respect of a transaction with Brachium; and
(gg) Creditors of WeCommerce. WeCommerce has reasonable grounds for believing that no creditor of WeCommerce or the WeCommerce Subsidiaries will be prejudiced by the Amalgamation.

3.3 Survival of Representations and Warranties

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 4 COVENANTS

4.1 Covenants of Brachium

Brachium hereby covenants and agrees with WeCommerce as follows:

(a) Brachium Meeting. Brachium shall, in accordance with the applicable provisions of the Applicable Securities Laws, and its charter documents, duly call, give notice of, convene and hold the Brachium Meeting.
(b) Copy of Documents. Brachium shall furnish promptly to WeCommerce a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(c) Certain Actions. Brachium shall:
(i) take actions (subject to a commercially reasonable efforts qualification) to complete the Qualifying Transaction, including but not limited to preparing the Filing Statement and furnishing reports, schedules or other information required for the Filing Statement, including the Brachium Financial Statements;
(ii) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) inconsistent with the provisions of this Agreement, or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by Brachium in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made, or that would have a Material Adverse Effect on Brachium;
(iii) subject to applicable Laws, promptly notify WeCommerce of any material information, change or event in the business, operations, financial condition or other affairs of Brachium prior to Closing; and
(iv) Brachium shall not incur expenses other than reasonable expenses incurred in connection with facilitating completion of the Qualifying Transaction or ongoing compliance costs in connection with its status as a reporting issuer, including legal fees of up to a maximum of $125,000 plus taxes and applicable disbursements (not including legal fees, taxes and disbursements incurred prior to August 17, 2020), unless otherwise consented to by WeCommerce, such consent not to be unreasonably withheld, conditioned or delayed.
(d) Satisfaction of Conditions. Brachium shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:
(i) obtain the Brachium Consolidation Approval in accordance with the provisions of the TSXV;

(ii) obtain all other consents, approvals and authorizations as are required to be obtained by Brachium under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Brachium;
(iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;
(iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby;
(v) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by Brachium; and
(vi) co-operate with WeCommerce in connection with the performance by WeCommerce of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Brachium to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.
(e) Co-operation. Brachium shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.
(f) Representations. Brachium shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Brachium contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.
(g) Closing Documents. Brachium shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, resolutions and other closing documents as may be required by WeCommerce, all in a form satisfactory to WeCommerce, acting reasonably.
(h) Newco. In its capacity as the sole shareholder of Newco, Brachium shall:
(i) take all such action as is necessary or desirable to cause Newco to satisfy its obligations hereunder, including without limitation, passing a resolution approving the Amalgamation, on or prior to the Effective Date, or such other date as may be agreed to by Brachium and WeCommerce, acting reasonably; and
(ii) prior to the Effective Date, not cause or permit Newco to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issuance of a nominal number of Newco Shares to Brachium, or carry on any business, enter into any transaction or effect any corporate act whatsoever, other than as contemplated herein or as reasonably necessary to carry out the Amalgamation, unless previously consented to in writing by WeCommerce.

(i) Shares. Brachium will issue, at the Effective Time, post-Consolidation Brachium Shares, in accordance with the terms hereof, to those WeCommerce Shareholders who are entitled to receive Brachium Shares pursuant to the Qualifying Transaction.
(j) Listing of Shares. Until the earlier of: (i) the Effective Time; and (ii) the termination of this Agreement in accordance with Section 6.2, Brachium shall use its commercially reasonable efforts to:
(i) ensure that the Brachium Shares are continuously listed and posted for trading on the TSXV; and
(ii) obtain conditional approval of the TSXV for listing the Brachium Shares to be issued to WeCommerce Shareholders pursuant to and in accordance with the terms of this Agreement.
(k) Brachium Directors and Officers. Prior to the completion of the Amalgamation, the Brachium Board shall procure the duly executed resignations and mutual releases of Bryant Pike, Greg Louis, Craig Graham, Larry Nevsky, Kris Miks and Benjamin Iscoe, in a form and substance satisfactory to WeCommerce, acting reasonably, and the appointments of Chris Sparling, Evan Brown, Andrew Wilkinson, Sara Elford, Tim McElvaine and Share Parrish such that, upon the Effective Date, the directors and officers of Brachium will be as follows:

Name	Position
Chris Sparling	Chief Executive Officer and Director
Evan Brown	Chief Financial Officer and Corporate Secretary
Andrew Wilkinson	Director
Sara Elford	Director
Tim McElvaine	Director
Shane Parrish	Director

(l) Support Agreements. Brachium shall use commercially reasonable efforts to cause each of Bryant Pike, Greg Louis, Craig Graham, Larry Nevsky, Kris Miks and Benjamin Iscoe to enter into the Brachium Support Agreements concurrently with the execution and delivery of this Agreement.
(m) Name. Brachium shall change its name in accordance with the Brachium Change of Name as of the Effective Date.
(n) Escrow Agreement Execution. Prior to Closing, Brachium shall take all steps necessary to obtain signatures from such persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of Brachium that held by them.
(o) Expenses. Brachium shall not incur expenses other than reasonable expenses incurred in connection with facilitating completion of the Qualifying Transaction or ongoing compliance costs in connection with its status as a reporting issuer, unless otherwise

consented to by the Parties from time to time, such consent to not be unreasonably withheld, conditioned or delayed.

4.2 Covenants of WeCommerce

WeCommerce hereby covenants and agrees with Brachium as follows:

(a) WeCommerce Shareholder Approval. As promptly as practicable after the date hereof, WeCommerce shall take all steps necessary to obtain the WeCommerce Shareholder Approval.
(b) Personal Information Form. As promptly as practicable after the date hereof, WeCommerce shall deliver to the TSXV and Brachium a duly completed and notarized Form 2A – Personal Information Form , or if acceptable to the TSXV, a Form 2C1 – Declaration Form , for each proposed new director, senior officer or Insider (as defined in TSXV Policy 1.1) of Brachium pending completion of the Qualifying Transaction and for such other persons as may be required by the TSXV.
(c) Escrow Agreement Execution. Prior to Closing, WeCommerce shall take all steps necessary to obtain signatures from such persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of Brachium that are issued to them pursuant to the Amalgamation.
(d) Copy of Documents. WeCommerce shall furnish promptly to Brachium a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(e) Certain Actions. WeCommerce shall:
(i) take actions (subject to a commercially reasonable efforts qualification) to complete the Qualifying Transaction, including but not limited to preparing the Filing Statement and furnishing reports, schedules or other information required for the Filing Statement, including the WeCommerce Financial Statements;
(ii) complete the WeCommerce Financing, and obtain all other necessary approvals and filings for the Amalgamation;
(iii) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by WeCommerce in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would have a Material Adverse Effect on WeCommerce; and
(iv) promptly notify WeCommerce of any material information, change or event in the business, operations, financial condition or other affairs of WeCommerce prior to Closing.
(f) Satisfaction of Conditions. WeCommerce shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all

applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain the WeCommerce Shareholder Approval in accordance with the BCBCA and the requirements of any applicable regulatory authority;
(ii) obtain all other consents, approvals and authorizations as are required to be obtained by WeCommerce under any applicable Laws or from any Governmental Entity or Security Authority or otherwise, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on WeCommerce;
(iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;
(iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby, or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby;
(v) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by WeCommerce; and
(vi) co-operate with Brachium in connection with the performance by Brachium of its obligations hereunder, provided however that the foregoing shall not be construed to obligate WeCommerce to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.
(g) Co-operation. WeCommerce shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.
(h) Representations. WeCommerce shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of WeCommerce contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date (except that representations and warranties that are made as of a specified date shall in all material respects be true and correct as of such specified date).
(i) Closing Documents. WeCommerce shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, resolutions and other closing documents as may be required by WeCommerce, all in a form satisfactory to Brachium, acting reasonably.
(j) WeCommerce Subsidiaries. In its capacity as the sole shareholder of the WeCommerce Subsidiaries, WeCommerce shall prior to the Effective Date, not cause or permit the WeCommerce Subsidiaries to issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities.
(k) Support Agreements. WeCommerce shall use commercially reasonable efforts to cause each of Tiny Island Holdings Ltd., Table Holdings LP and Freemark Partner Holdings

Company LLC to enter into the WeCommerce Support Agreements concurrently with the execution and delivery of this Agreement.

4.3 Mutual Covenants of WeCommerce and Brachium

Subject to the prior written consent of the other Party, each of WeCommerce and the Brachium Parties hereby agrees, and WeCommerce agrees to cause the WeCommerce Subsidiaries, from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 6.2:

(a) not to issue any securities, options, debt or financial instruments of any kind, as applicable, other than:
(i) in connection with the exercise or conversion of existing convertible securities in accordance with their terms; and
(ii) in respect of WeCommerce:
- (A) any securities issued pursuant to the WeCommerce Financing;
- (B) any WeCommerce Options granted under the WeCommerce Stock Option Plan provided that, after the date hereof, the exercise price of such options is greater than the purchase price of the WeCommerce Subscription Receipts; and
- (C) any shares issued on the exercise of WeCommerce Options;
(b) not to initiate, propose, assist or participate in any activities or solicitations in opposition to or in competition with the Amalgamation and, without limiting the generality of the foregoing, each Party and any person acting on its behalf shall not, directly or indirectly, alone or in concert with others, enter into or pursue any discussions with, provide information to, conduct negotiations with or solicit, encourage, accept or approve any bids from, any person (other than the Parties to this Agreement) relating to the direct or indirect sale or transfer of any interest in the shares, assets, or business of each party, induce or attempt to induce any other person to initiate any shareholder proposal, acquisition of any of the assets, or any other form of transaction inconsistent with completion of the Amalgamation, accept or approve an investment in it except as contemplated in this Agreement and, without limiting the generality of the foregoing, take actions of any kind which may reduce the likelihood of success of the Amalgamation, and each Party agrees to promptly advise the other Party of the receipt of any unsolicited proposals or offers;
(c) not to take any action that would prevent the Amalgamation from being consummated on the terms contemplated by this Agreement; and
(d) to cooperate fully with each other and to use their reasonable efforts to complete the Amalgamation.

4.4 Filing Statement

(a) The Parties shall use all commercially reasonable efforts to prepare and complete, in consultation with each other, the Filing Statement together with any other documents required by applicable Laws in connection with the Amalgamation. The Parties shall use their commercially reasonable efforts to cause the Filing Statement and such other documents, as applicable, to be filed under the profile of Brachium on SEDAR as soon as practicable, and, in any event, no later than November 30, 2020, unless otherwise agreed

to by the Parties; provided that each Party delivers to the other Parties all requisite information of such Party, financial or otherwise, and any other requisite materials for inclusion in the Filing Statement no later than November 30, 2020, unless otherwise agreed to by the Parties.

(b) The Parties shall ensure that the Filing Statement complies in material respects with applicable Laws and does not contain any misrepresentation. WeCommerce and Brachium shall each provide all necessary information concerning them that is required by applicable Laws to be included with respect to each of them in the Filing Statement, and shall use their best efforts to ensure that such information does not contain any misrepresentation. Each Party shall promptly notify the other Parties if it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Parties shall, as required by applicable Laws, promptly file on SEDAR and, if required by applicable Laws, file the same with any other Governmental Entity.

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions in Favour of WeCommerce and Brachium

The respective obligations of Brachium and WeCommerce to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

(a) the TSXV shall have conditionally approved the Qualifying Transaction (the “ TSXV Conditional Approval ”), including the listing on the TSXV of the Brachium Shares to be issued pursuant to the Qualifying Transaction and upon the exercise of the WeCommerce Options, under the TSXV rules and policies and such other matters as may require TSXV approval in order to give effect to the transactions contemplated hereby;
(b) Newco shall not have engaged in any business enterprise or other activity or had any assets or liabilities;
(c) the WeCommerce Financing shall have been completed prior to or concurrently with the Closing; and
(d) the distribution of the Brachium Shares pursuant to the Qualifying Transaction shall be exempt from prospectus and registration requirements under Applicable Securities Laws of Canada and, except with respect to persons deemed to be “control persons” of Brachium under such Applicable Securities Laws, such Brachium Shares shall not be subject to any resale restrictions in Canada under such Applicable Securities Laws.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of WeCommerce and Brachium in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties.

5.2 Brachium Conditions

The obligation of Brachium to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) the WeCommerce Shareholder Approval shall have been obtained in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority;
(b) WeCommerce shall have delivered the final WeCommerce Financial Statements to Brachium as soon as reasonably practicable after the date hereof and, in any event, prior to the filing of the Filing Statement;
(c) the representations and warranties made by WeCommerce in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;
(d) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of WeCommerce or the WeCommerce Subsidiaries;
(e) the issuance of Brachium Shares to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) or persons in the United States pursuant to the Qualifying Transaction shall be exempt from registration requirements under the 1933 Act pursuant to the exemption provided by Section 4(a)(2) of or Rule 903 of Regulation S under the 1933 Act and the issuance of Brachium Shares outside the United States shall not be required to be registered under the 1933 Act pursuant to Rule 903 thereunder;
(f) the directors and officers of WeCommerce and such other persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of Brachium that are issued to them pursuant to the Amalgamation shall have entered into the requisite escrow agreement;
(g) dissent rights shall not have been exercised with respect to the Amalgamation by Dissenting Shareholders holding 5% or more of the outstanding WeCommerce Shares;
(h) WeCommerce shall have complied in all material respects with its covenants herein; and
(i) the WeCommerce Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by WeCommerce and Brachium to permit the consummation of the Amalgamation and the transactions to be completed by WeCommerce pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of Brachium and may be waived, in whole or in part, by Brachium in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Brachium.

5.3 WeCommerce Conditions

The obligation of WeCommerce to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) the Brachium Consolidation Approval shall have been obtained in accordance with the requirements of the TSXV and the requirements of any applicable regulatory authority;
(b) the Brachium Board shall have procured duly executed resignations and mutual releases, effective at the Effective Time, from each director and executive officer of Brachium who will no longer be serving in such capacity or capacities following completion of the Qualifying Transaction;

(c) the directors and officers of Brachium and such other persons as may be required by the policies of the TSXV or Applicable Securities Laws to enter into an escrow agreement with respect to the securities of Brachium held by them shall have entered into the requisite escrow agreement;
(d) the representations and warranties made by Brachium in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;
(e) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of Brachium;
(f) on the Closing Date, Brachium shall have current and other assets, net of liabilities, of not less than $350,000;
(g) Brachium shall have complied in all material respects with its covenants herein; and
(h) the Brachium Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Brachium to permit the consummation of the Qualifying Transaction and the transactions to be completed by Brachium pursuant to the terms of this Agreement.

The foregoing conditions are for the benefit of WeCommerce and may be waived, in whole or in part, by WeCommerce in writing at any time. No such waiver shall be of any effect unless it is in writing signed by WeCommerce.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time, before or after the receipt of the WeCommerce Shareholder Approval, be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the WeCommerce Shareholders, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any of the Parties;
(b) waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with, or modify, any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties hereto; and
(d)
waive compliance with, or modify, any condition herein contained,

provided, however, that no such amendment shall change materially the provisions hereof regarding the consideration to be received by the holders of WeCommerce Shares without approval by such holders of WeCommerce Shares given in the same manner as required for the approval of the Amalgamation.

6.2 Termination

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

(a) by mutual written agreement by Brachium, WeCommerce and Newco;
(b) by Brachium, if any condition in Section 5.2 is not satisfied or waived in accordance with such section, provided that any material breach of a representation or warranty made by WeCommerce cannot be cured by the Completion Deadline;
(c) by WeCommerce, if any condition in Section 5.3 is not satisfied or waived in accordance with such section, provided that any material breach of a representation or warranty made by Brachium cannot be cured by the Completion Deadline;
(d) by Brachium or by WeCommerce, if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 5.1 by the Completion Deadline;
(e) by WeCommerce if there is a material breach of the covenants of Brachium contained herein by Brachium or any of its directors, officers, employees, agents, consultants or other representatives, in each case on or before the Effective Date, which breach cannot be cured by the Completion Deadline;
(f) by Brachium if there is a material breach of the covenants of WeCommerce contained herein by WeCommerce or any of its directors, officers, employees, agents, consultants or other representatives, in each case on or before the Effective Date, which breach cannot be cured by the Completion Deadline;
(g) by WeCommerce or by Brachium if the Qualifying Transaction shall not have been completed by the Completion Deadline,

provided that any termination by a Party in accordance with the sections above shall be made by such Party delivering written notice thereof to the other Parties prior to the earlier of the Effective Date and the Completion Deadline and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

ARTICLE 7

7.1 Closing Matters

The completion of the transactions contemplated by this Agreement shall take place at the Vancouver offices of Fasken Martineau DuMoulin LLP at 12:00 p.m. (Vancouver time) on the Closing Date, or such other date, time and place as the Parties may agree.

ARTICLE 8 GENERAL

8.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party or Parties to which the notice is to be given at the following address or sent by electronic means to the following numbers or to such other address or email address as shall be specified by such other Party or Parties by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a

Business Day or, if not, then the next succeeding Business Day) and if sent by electronic means be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service of each of the Parties shall be as follows:

(a) if to Brachium or Newco:

Brachium Capital Corp. [ Personal information redacted ] [ Personal information redacted ] Attention: [ Personal information redacted ] Email: [ Personal information redacted ]

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

Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3000 222 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4

Attention: Kris Miks Email: [email protected]

(b) if to WeCommerce:

WeCommerce Holdings Ltd. [ Personal information redacted ] [ Personal information redacted ]

Attention: [ Personal information redacted ] Email: [ Personal information redacted ]

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

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, British Columbia V6C 0A3 Attention: Steve Saville Email: [email protected]

8.2 Expenses

The Parties agree that each Party shall pay for its costs incurred in connection with this Agreement and the transactions contemplated hereby, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses, whether or not the Qualifying Transaction is completed. Notwithstanding the foregoing, any expenses or fees incurred by Brachium in connection with the WeCommerce Financing (other than the provision of standard legal opinions in respect of Brachium) and all filing fees payable to the TSXV in connection with the Qualifying Transaction shall be borne by WeCommerce provided that such expenses are approved by WeCommerce in advance and, in that case, WeCommerce shall reimburse Brachium for such expenses and fees upon request. The provisions of this Section 8.2 shall survive the termination of this Agreement.

8.3 Time of the Essence

Time shall be of the essence in this Agreement.

8.4 Entire Agreement

This Agreement together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof, including the LOI. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

8.5 Further Assurances

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

8.6 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

8.7 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission to any other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

8.8 Waiver

No waiver or release by any Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 6.1.

8.9 No Personal Liability

No director, officer or employee of Brachium shall have any personal liability to WeCommerce under this Agreement. No director, officer or employee of WeCommerce shall have any personal liability to Brachium under this Agreement.

8.10 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by any Party without the prior written consent of the other Parties.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

BRACHIUM CAPITAL CORP.

Per: “ Bryant Pike ” Bryant Pike Chief Executive Officer

WECOMMERCE HOLDINGS LTD.

Per: “ Chris Sparling ” Chris Sparling Chief Executive Officer

1275787 B.C. LTD.

Per: “ Bryant Pike ” Bryant Pike Chief Executive Officer

SCHEDULE A Amalgamation Application

See attached.

AMALGAMATION APPLICATION

==> picture [139 x 39] intentionally omitted <==

FORM 13 – BC COMPANY

Section 275 Business Corporations Act

Telephone: 1 877 526-1526 www.bcregistryservices.gov.bc.ca

DO NOT MAIL THIS FORM to BC Registry Services unless you are instructed to do so by registry staff. The Regulation under the Business Corporations Act requires the electronic version of this form to be filed on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA): Personal information provided on this form is collected, used and disclosed under the authority of the FOIPPA and the Business Corporations Act for the purposes of assessment. Questions regarding the collection, use and disclosure of personal information can be directed to the Executive Coordinator of the BC Registry Services at 1 877 526-1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company.

What kind of company(ies) will be involved in this amalgamation?

(Check all applicable boxes.)

✔ BC company

BC unlimited liability company

B NAME OF COMPANY – Choose one of the following:

✔ WeCommerce Operations Ltd. The name

NR3629356 reserved for the amalgamated company. The name reservation number is:

is the name

OR

The company is to be amalgamated with a name created by adding “B.C. Ltd.” after the incorporation number,

OR

The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.

The name of the amalgamating company being adopted is:

The incorporation number of that company is:

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name approval before completing this amalgamation application.

C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation.

With Court Approval:

This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamation has been obtained and has been deposited in the records office of each of the amalgamating companies.

OR

✔

Without Court Approval:

This amalgamation has been effected without court approval. A copy of all of the required affidavits under section 277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that company’s records office.

Page 1

FORM 13/WEB Rev. 2014 / 03 / 17

D AMALGAMATION EFFECTIVE DATE – Choose one of the following:

✔

The amalgamation is to take effect at the time that this application is filed with the registrar.

YYYY / MM / DD

The amalgamation is to take effect at 12:01a.m. Pacific Time on

being a date that is not more than ten days after the date of the filing of this application.

YYYY / MM / DD

The amalgamation is to take effect at a.m. or p.m. Pacific Time on

being a date and time that is not more than ten days after the date of the filing of this application.

E AMALGAMATING CORPORATIONS

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number. If the amalgamating corporation is a foreign corporation, enter the foreign corporation’s jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company’s registration number. Attach an additional sheet if more space is required.

NAME OF AMALGAMATING CORPORATION	NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC
1. WeCommerce Holdings Ltd.		BC1231710
2. 1275787 B.C. Ltd.		BC1275787
3.
4.
5.

F	FORMALITIES TO AMALGAMATION

F FORMALITIES TO AMALGAMATION

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation’s jurisdiction to be filed.

This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is being submitted for filing concurrently with this application.

G CERTIFIED CORRECT – I have read this form and found it to be correct.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.


NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 1. Chris Sparling	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 2. Bryant Pike	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 3.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 4.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 5.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD

Page 2

FORM 13/WEB Rev. 2014 / 03 / 17

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

WeCommerce Operations Ltd.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.
LAST NAME FIRST NAME MIDDLE NAME Wilkinson Andrew David Charles
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
#101 - 524 Yates Street, Victoria	BC	Canada	V8W 1K8
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
#101 - 524 Yates Street, Victoria	BC	Canada	V8W 1K8
LAST NAME FIRST NAME MIDDLE NAME Sparling Chris
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
#101 - 524 Yates Street, Victoria	BC	Canada	V8W 1K8
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
#101 - 524 Yates Street, Victoria	BC	Canada	V8W 1K8
LAST NAME FIRST NAME MIDDLE NAME
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
LAST NAME FIRST NAME MIDDLE NAME
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE

MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE

NOA Page 1

FORM 13/WEB Rev. 2014 / 03 / 17

D	REGISTERED OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE	PROVINCE	POSTAL CODE
	2900 - 550 Burrard Street, Vancouver	BC	V6C 0A3
	MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE	PROVINCE	POSTAL CODE
	2900 - 550 Burrard Street, Vancouver	BC	V6C 0A3
E	RECORDS OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE	PROVINCE	POSTAL CODE
	2900 - 550 Burrard Street, Vancouver	BC	V6C 0A3
	MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE	PROVINCE	POSTAL CODE
	2900 - 550 Burrard Street, Vancouver	BC	V6C 0A3

F AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number. THERE IS NO MAXIMUM (✔) MAXIMUM NUMBER OF SHARES AUTHORIZED	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number. THERE IS NO MAXIMUM (✔) MAXIMUM NUMBER OF SHARES AUTHORIZED	Kind of shares of this class or series of shares.	Kind of shares of this class or series of shares.	Kind of shares of this class or series of shares.	Are there special rights or restrictions attached to the shares of this class or series of shares?	Are there special rights or restrictions attached to the shares of this class or series of shares?
	HERE IS NO MAXIMUM (✔)	MAXIMUM NUMBER OF SHARES AUTHORIZED	WITHOUT PAR VALUE (✔)	WITH A PAR VALUE OF ($)	Type of currency	YES (✔)	NO (✔)
Common	✔		✔				✔

NOA Page 2

FORM 13/WEB Rev. 2014 / 03 / 17

SCHEDULE B Articles of Amalco

See attached.

[CAN_DMS: \136087673\9 ]

Incorporation Number

Translation of Name (if any)

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES

OF

WECOMMERCE OPERATIONS LTD.

Fasken Martineau DuMoulin LLP Barristers & Solicitors Canada

RXM\66002.DOC\

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES OF WECOMMERCE OPERATIONS LTD. (the “Company”)

Incorporation Number ____

Translation of Name (if any)

PART 1 INTERPRETATION

1.1 Definitions . Without limiting Article 1.2, in these articles, unless the context requires otherwise:

“adjourned meeting” means the meeting to which a meeting is adjourned under Articles 11.8 or 11.12;

“board”, “board of directors” and “directors” mean the directors or sole director of the Company for the time being and include a committee or other delegate, direct or indirect, of the directors or director;

“ Business Corporations Act ” means the Business Corporations Act , S.B.C. 2002, c.57 as amended, restated or replaced from time to time, and includes its regulations;

“ Interpretation Act ” means the Interpretation Act , R.S.B.C. 1996, c. 238;

“legal personal representative” means the personal or other legal representative of the shareholder; and

“seal” means the seal of the Company, if any.

1.2 Business Corporations Act Definitions Apply . The definitions in the Business Corporations Act apply to these articles.

1.3 Interpretation Act Applies . The Interpretation Act applies to the interpretation of these articles as if these articles were an enactment.

1.4 Conflict in Definitions . If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these articles.

1.5 Conflict Between Articles and Legislation . If there is a conflict between these articles and the Business Corporations Act , the Business Corporations Act will prevail.

PART 2 SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure . The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate . Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Right to Share Certificate or Acknowledgement . Each shareholder is entitled, without charge, to:

(a) one certificate representing the share or shares of each class or series of shares registered in the shareholder’s name; or

FASKEN MARTINEAU DUMOULIN LLP

(b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate,

provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgment for a share to one of several joint shareholders or to one of the shareholder’s duly authorized agents will be sufficient delivery to all. The Company may refuse to register more than three persons as joint holders of a share.

2.4 Sending of Share Certificate . Any share certificate or non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate to which a shareholder is entitled may be sent to the shareholder by mail at the shareholder’s registered address, and neither the Company nor any agent is liable for any loss to the shareholder because the share certificate or acknowledgment sent is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate . If the board of directors, or any officer or agent designated by the directors, is satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit:

(a) order the certificate to be cancelled; and
(b) issue a replacement share certificate.

2.6 Replacement of Lost, Stolen or Destroyed Certificate . If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the board of directors, or any officer or agent designated by the directors, receives:

(a) proof satisfactory to them that the certificate is lost, stolen or destroyed; and
(b) any indemnity the board of directors, or any officer or agent designated by the directors, considers adequate.

2.7 Splitting Share Certificates . If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request. The Company may refuse to issue a certificate with respect to a fraction of a share.

2.8 Certificate Fee . There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act , determined by the directors.

2.9 Recognition of Trusts . Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3 ISSUE OF SHARES

3.1 Directors Authorized to Issue Shares . Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the directors may issue, allot, sell or otherwise dispose of the unissued shares, and previously issued shares that are subject to reissuance or held by the Company, whether with par value or without par value, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares may be issued) that the directors, in their absolute discretion, may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts . The directors may, at any time, authorize the Company to pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage . The directors may authorize the Company to pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

FASKEN MARTINEAU DUMOULIN LLP

-2-

3.4 Conditions of Issue . Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(i) past services performed for the Company;

(ii) property; or

(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Warrants, Options and Rights . Subject to the Business Corporations Act , the Company may issue warrants, options and rights upon such terms and conditions as the directors determine, which warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

3.6 Fractional Shares . A person holding a fractional share does not have, in relation to the fractional share, the rights of a shareholder in proportion to the fraction of the share held.

PART 4 SHARE REGISTERS

4.1 Central Securities Register . As required by and subject to the Business Corporations Act , the Company must maintain in British Columbia a central securities register.

4.2 Branch Registers . In addition to the central securities register, the Company may maintain branch securities registers.

4.3 Appointment of Agents . The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register and any branch securities registers. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.4 Closing Register . The Company must not at any time close its central securities register.

PART 5 SHARE TRANSFERS

5.1 Recording or Registering Transfer . Except to the extent that the Business Corporations Act otherwise provides, a transfer of a share of the Company must not be recorded or registered unless:

(a) a duly signed instrument of transfer in respect of the share has been received by the Company;
(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2 Form of Instrument of Transfer . The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder . Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

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5.4 Signing of Instrument of Transfer . If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or
(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required . Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee . There must be paid to the Company, in relation to the registration of any transfer, the amount determined by the directors.

PART 6 TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death . In the case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative . The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

PART 7 PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares . Subject to the special rights and restrictions attached to any class or series of shares and the Business Corporations Act , the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and on the terms specified in such resolution.

7.2 Purchase When Insolvent . The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent; or
(b) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares . If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

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PART 8 BORROWING POWERS

8.1 Powers of Directors . The Company, if authorized by the directors, may from time to time:
(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

8.2 Terms of Debt Instruments . Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges on the redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise, and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder, all as the directors may determine.

8.3 Delegation by Directors . For greater certainty, the powers of the directors under this Part 8 may be exercised by a committee or other delegate, direct or indirect, of the board authorized to exercise such powers.

PART 9 ALTERATIONS

9.1 Alteration of Authorized Share Structure . Subject to Article 9.2 and the Business Corporations Act , the Company may by special resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares is allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares; or
(ii) if none of the shares of that class of shares is allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or (g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act .
9.2 Special Rights and Restrictions . Subject to the Business Corporations Act , the Company may by special resolution: (a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

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(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3 Change of Name . The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4 Alterations to Articles . If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

9.5 Alterations to Notice of Articles . If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter its Notice of Articles.

PART 10 MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings . Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold an annual general meeting, for the first time, not more than 18 months after the date on which it was recognized, and after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year at such date, time and location as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting . If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Shareholder Meetings . The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Location of Shareholder Meetings . The directors may, by director’s resolution, approve a location outside of British Columbia for the holding of a meeting of shareholders.

10.5 Notice for Meetings of Shareholders . The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days; and

(b) otherwise, 10 days.

10.6 Record Date for Notice . The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days; and

(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting . The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

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10.8 Failure to Give Notice and Waiver of Notice . The accidental omission to send notice of any meeting to, or the nonreceipt of any notice by, any of the persons entitled to receive notice does not invalidate any proceedings at that meeting. Any person entitled to receive notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9 Notice of Special Business at Meetings of Shareholders . If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by the shareholders:
(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business . At a meeting of shareholders, the following business is special business:
(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for the following:
- (i) business relating to the conduct of, or voting at, the meeting;
- (ii) consideration of any financial statements of the Company presented to the meeting;
- (iii) consideration of any reports of the directors or auditor;
- (iv) the setting or changing of the number of directors;
- (v) the election or appointment of directors;
- (vi) the appointment of an auditor;
- (vii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
- (viii) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority . The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum . Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum . If there is only one shareholder entitled to vote at a meeting of shareholders:

(a) the quorum is one person who is, or who represents by proxy, that shareholder; and

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(b) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Meetings by Telephone or Other Communications Medium . A shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may participate in person or by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A shareholder who participates in a meeting in a manner contemplated by this Article 11.5 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Nothing in this Article 11.5 obligates the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders.

11.6 Other Persons May Attend . The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.7 Requirement of Quorum . No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.

11.8 Lack of Quorum . If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved; and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place, or at such other date, time or location as the chair specifies on the adjournment.

11.9 Lack of Quorum at Succeeding Meeting . If, at the meeting to which the first meeting referred to in Article 11.8(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.10 Chair . The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; and
(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.11 Selection of Alternate Chair . If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.12 Adjournments . The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.13 Notice of Adjourned Meeting . It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.14 Decisions by Show of Hands or Poll . Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.15 Declaration of Result . The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is

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directed by the chair or demanded under Article 11.14, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.16 Motion Need Not Be Seconded . No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.17 Casting Vote . In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.18 Manner of Taking a Poll . Subject to Article 11.19, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded; and

11.19 Demand for a Poll on Adjournment . A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.20 Chair Must Resolve Dispute . In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.21 Casting of Votes . On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.22 Demand for Poll . No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.23 Demand for a Poll Not to Prevent Continuation of Meeting . The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.24 Retention of Ballots and Proxies . The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during statutory business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 12 VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares . Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote at the meeting has one vote in respect of each share held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity . A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is the legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Shareholders . If there are joint shareholders registered in respect of any share:

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(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders . Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder . If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:
(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies or, if no number is specified, two days before the day set for the holding of the meeting; or
(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and
(b) if a representative is appointed under this Article 12.5:
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies . If and for so long as the Company is a public company, Articles 12.7 to 12.15 apply to the Company only insofar as they are not inconsistent with any securities legislation of any province or territory of Canada applicable to the Company.

12.7 Appointment of Proxy Holder . Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders . A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder . A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

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(d) the Company is a public company.

12.10 Deposit of Proxy . A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote . A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy . A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company] (the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder): _____

Signed this _ day of _, __.

______ Signature of shareholder

______ Name of shareholder—printed

12.13 Revocation of Proxy . Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:
(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) provided, at the meeting, to the chair of the meeting.
12.14 Revocation of Proxy Must Be Signed . An instrument referred to in Article 12.13 must be signed as follows:
(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

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12.15 Production of Evidence of Authority to Vote . The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 13 DIRECTORS

13.1 Number of Directors . The number of directors, excluding additional directors appointed under Article 14.8, is set at:
(a) if the Company is a public company, the greater of three and the most recently set of:
- (i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
- (ii) the number of directors set under Article 14.4;
(b) if the Company is not a public company, the most recently set of:
- (i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
- (ii) the number of directors set under Article 14.4.

13.2 Change in Number of Directors . If the number of directors is set under Articles 13.1(a)(i) or 13.1(b)(i):

(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy . An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors . A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors . The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors . The Company must reimburse each director for the reasonable expenses that he or she may incur in his or her capacity as director in and about the business of the Company.

13.7 Special Remuneration for Directors . If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director . Unless otherwise determined by ordinary resolution, the directors may authorize the Company to pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

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PART 14 ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting . At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.
14.2 Consent to be a Director . No election, appointment or designation of an individual as a director is valid unless:
(a) that individual consents to be a director in the manner provided for in the Business Corporations Act ; or
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.
14.3 Failure to Elect or Appoint Directors . If:
(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(c) the date on which his or her successor is elected or appointed; and
(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled . If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies . Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act . The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

14.7 Shareholders May Fill Vacancies . If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors . Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director . A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders . The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors . The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. PART 15 POWERS AND DUTIES OF DIRECTORS

15.1 Powers of Management . The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2 Appointment of Attorney of Company . The directors exclusively may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

PART 16 DISCLOSURE OF INTEREST OF DIRECTORS

16.1 Obligation to Account for Profits . A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

16.2 Restrictions on Voting by Reason of Interest . A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

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16.3 Interested Director Counted in Quorum . A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4 Disclosure of Conflict of Interest or Property . A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

16.5 Director Holding Other Office in the Company . A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6 No Disqualification . No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7 Professional Services by Director or Officer . Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8 Director or Officer in Other Corporations . A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

PART 17 PROCEEDINGS OF DIRECTORS

17.1 Meetings of Directors . The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine.

17.2 Voting at Meetings . Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3 Chair of Meetings . Meetings of directors are to be chaired by:

(a) the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c) any other director chosen by the directors if:
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4 Meetings by Telephone or Other Communications Medium . A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone or other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

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17.5 Calling of Meetings . A director may, and the secretary or an assistant secretary, if any, on the request of a director must, call a meeting of the directors at any time.

17.6 Notice of Meetings . Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone.

17.7 When Notice Not Required . It is not necessary to give notice of a meeting of the directors to a director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed; or
(b) the director has waived notice of the meeting.

17.8 Meeting Valid Despite Failure to Give Notice . The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

17.9 Waiver of Notice of Meetings . Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal. After sending a waiver with respect to all future meetings of the directors, and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.

17.10 Quorum . The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

17.11 Validity of Acts Where Appointment Defective . Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12 Consent Resolutions in Writing . A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or, if no date is stated in the resolution, on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 18 EXECUTIVE AND OTHER COMMITTEES

18.1 Appointment and Powers of Executive Committee . The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

18.2 Appointment and Powers of Other Committees . The directors may, by resolution,

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(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:
(i) the power to fill vacancies in the board of directors;
(ii) the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the board, and
(iv) the power to appoint or remove officers appointed by the board; and
(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution.

18.3 Obligations of Committee . Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must

(a) conform to any rules that may from time to time be imposed on it by the directors; and
(b) report every act or thing done in exercise of those powers as the directors may require.
18.4 Powers of Board . The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:
(a) revoke or alter the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation, alteration or overriding;
(b) terminate the appointment of, or change the membership of, a committee; and
(c) fill vacancies on a committee.

18.5 Committee Meetings . Subject to Article 18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

(a) the committee may meet and adjourn as it thinks proper;
(b) the committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(c) a majority of the members of a directors’ committee constitutes a quorum of the committee; and
(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.

PART 19 OFFICERS

19.1 Appointment of Officers . The directors may, from time to time, appoint such officers, if any, as the directors determine, and the directors may, at any time, terminate any such appointment.

19.2 Functions, Duties and Powers of Officers . The directors may, for each officer:

(a) determine the functions and duties of the officer;
(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

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19.3 Qualifications . No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any officer need not be a director.

19.4 Remuneration . All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity. PART 20 INDEMNIFICATION

20.1 Definitions . In this Part 20:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director of the Company or an affiliate of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company or an affiliate of the Company:
(i) is or may be joined as a party; or
(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
(c) “expenses” has the meaning set out in the Business Corporations Act .

20.2 Mandatory Indemnification of Directors and Former Directors . Subject to the Business Corporations Act , the Company must indemnify and advance expenses of a director or former director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3 Indemnification of Other Persons . Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person.

20.4 Non-Compliance with Business Corporations Act . The failure of a director or former director of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

20.5 Company May Purchase Insurance . The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a) is or was a director, officer, employee or agent of the Company;
(b) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d) at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

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PART 21 DIVIDENDS

21.1 Payment of Dividends Subject to Special Rights . The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2 Declaration of Dividends . Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

21.3 No Notice Required . The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4 Record Date . The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5 Manner of Paying Dividend . A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

21.6 Settlement of Difficulties . If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;
(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(c) vest any such specific assets in trustees for the persons entitled to the dividend.
21.7 When Dividend Payable . Any dividend may be made payable on such date as is fixed by the directors.

21.8 Dividends to be Paid in Accordance with Number of Shares . All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

21.9 Receipt by Joint Shareholders . If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10 Dividend Bears No Interest . No dividend bears interest against the Company.

21.11 Fractional Dividends . If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12 Payment of Dividends . Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13 Capitalization of Surplus . Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

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PART 22 DOCUMENTS, RECORDS AND REPORTS

22.1 Recording of Financial Affairs . The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act .

22.2 Inspection of Accounting Records . Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

22.3 Remuneration of Auditors . The remuneration of the auditors, if any, shall be set by the directors regardless of whether the auditor is appointed by the shareholders, by the directors or otherwise. For greater certainty, the directors may delegate to the audit committee or other committee the power to set the remuneration of the auditors.

PART 23 NOTICES

23.1 Method of Giving Notice . Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:
(i) for a record mailed to a shareholder, the shareholder’s registered address;
(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
(iii) in any other case, the mailing address of the intended recipient;
(b) delivery at the applicable address for that person as follows, addressed to the person:
(i) for a record delivered to a shareholder, the shareholder’s registered address;
(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
(iii) in any other case, the delivery address of the intended recipient;
(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) sending the record, or a reference providing the intended recipient with immediate access to the record, by electronic communication to an address provided by the intended recipient for the sending of that record or records of that class;
(e) sending the record by any method of transmitting legibly recorded messages, including without limitation by digital medium, magnetic medium, optical medium, mechanical reproduction or graphic imaging, to an address provided by the intended recipient for the sending of that record or records of that class; or
(f) physical delivery to the intended recipient.

23.2 Deemed Receipt . A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during statutory business hours on the day which statutory business hours next occur if not given during such hours on any day.

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23.3 Certificate of Sending . A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.

23.4 Notice to Joint Shareholders . A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

23.5 Notice to Trustees . A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:
(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

PART 24 SEAL

24.1 Who May Attest Seal . Except as provided in Articles 24.2 and 24.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of:

(a) any two directors;
(b) any officer, together with any director;
(c) if the Company only has one director, that director; or
(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

24.2 Sealing Copies . For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.

24.3 Mechanical Reproduction of Seal . The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

PART 25 PROHIBITIONS

25.1 Definitions . In this Part 25:

(a) “designated security” means:

(i) a voting security of the Company;

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(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);
(b) “security” has the meaning assigned in the Securities Act (British Columbia);
(c) “voting security” means a security of the Company that:
(i) is not a debt security, and
(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2 Application . Article 25.3 does not apply to the Company if and for so long as it is a public company.

25.3 Consent Required for Transfer of Shares or Designated Securities . No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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PART	1	INTERPRETATION ............................................................................................................................................................... 1	INTERPRETATION ............................................................................................................................................................... 1
		1.1	Definitions. .......................................................................................................................................................... 1
		1.2	_Business Corporations Act_Definitions Apply. .................................................................................................. 1
		1.3	Interpretation Act Applies. .................................................................................................................................. 1
		1.4	Conflict in Definitions. ....................................................................................................................................... 1
		1.5	Conflict Between Articles and Legislation. ...................................................................................................... 1
PART	2	SHARES AND SHARE CERTIFICATES ............................................................................................................................ 1
		2.1	Authorized Share Structure. ............................................................................................................................. 1
		2.2	Form of Share Certificate. ................................................................................................................................. 1
		2.3	Right to Share Certificate or Acknowledgement. ............................................................................................ 1
		2.4	Sending of Share Certificate. ............................................................................................................................. 2
		2.5	Replacement of Worn Out or Defaced Certificate. ......................................................................................... 2
		2.6	Replacement of Lost, Stolen or Destroyed Certificate. ................................................................................... 2
		2.7	Splitting Share Certificates. ............................................................................................................................... 2
		2.8	Certificate Fee. .................................................................................................................................................... 2
		2.9	Recognition of Trusts. ........................................................................................................................................ 2
PART	3	ISSUE OF SHARES ................................................................................................................................................................ 2
		3.1	Directors Authorized to Issue Shares. .............................................................................................................. 2
		3.2	Commissions and Discounts. ............................................................................................................................. 2
		3.3	Brokerage. ........................................................................................................................................................... 2
		3.4	Conditions of Issue. ............................................................................................................................................ 3
		3.5	Warrants, Options and Rights. ......................................................................................................................... 3
		3.6	Fractional Shares. ............................................................................................................................................... 3
PART	4	SHARE REGISTERS ............................................................................................................................................................. 3
		4.1	Central Securities Register. ............................................................................................................................... 3
		4.2	Branch Registers. ................................................................................................................................................ 3
		4.3	Appointment of Agents. ..................................................................................................................................... 3
		4.4	Closing Register. ................................................................................................................................................. 3
PART	5	SHARE TRANSFERS ............................................................................................................................................................ 3
		5.1	Recording or Registering Transfer. .................................................................................................................. 3
		5.2	Form of Instrument of Transfer. ....................................................................................................................... 3
		5.3	Transferor Remains Shareholder. .................................................................................................................... 3
		5.4	Signing of Instrument of Transfer. ................................................................................................................... 4
		5.5	Enquiry as to Title Not Required. ..................................................................................................................... 4
		5.6	Transfer Fee. ....................................................................................................................................................... 4
PART	6	TRANSMISSION OF SHARES ............................................................................................................................................. 4
		6.1	Legal Personal Representative Recognized on Death...................................................................................... 4
		6.2	Rights of Legal Personal Representative. ......................................................................................................... 4
PART	7	PURCHASE OF SHARES ...................................................................................................................................................... 4
		7.1	Company Authorized to Purchase Shares. ....................................................................................................... 4
		7.2	Purchase When Insolvent. ................................................................................................................................. 4
		7.3	Sale and Voting of Purchased Shares. .............................................................................................................. 4
PART	8	BORROWING POWERS ....................................................................................................................................................... 5
		8.1	Powers of Directors. ........................................................................................................................................... 5
		8.2	Terms of Debt Instruments. ............................................................................................................................... 5
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	8.3	Delegation by Directors. ..................................................................................................................................... 5
PART	9 ALTERATIONS ...................................................................................................................................................................... 5
	9.1	Alteration of Authorized Share Structure. ....................................................................................................... 5
	9.2	Special Rights and Restrictions. ........................................................................................................................ 5
	9.3	Change of Name. ................................................................................................................................................. 6
	9.4	Alterations to Articles. ....................................................................................................................................... 6
	9.5	Alterations to Notice of Articles. ....................................................................................................................... 6
PART	10 MEETINGS OF SHAREHOLDERS ................................................................................................................................... 6
	10.1	Annual General Meetings. ................................................................................................................................. 6
	10.2	Resolution Instead of Annual General Meeting. .............................................................................................. 6
	10.3	Calling of Shareholder Meetings. ...................................................................................................................... 6
	10.4	Location of Shareholder Meetings. ................................................................................................................... 6
	10.5	Notice for Meetings of Shareholders. ................................................................................................................ 6
	10.6	Record Date for Notice. ...................................................................................................................................... 6
	10.7	Record Date for Voting. ..................................................................................................................................... 6
	10.8	Failure to Give Notice and Waiver of Notice. .................................................................................................. 7
	10.9	Notice of Special Business at Meetings of Shareholders. ................................................................................. 7
PART	11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS .............................................................................................. 7
	11.1	Special Business. ................................................................................................................................................. 7
	11.2	Special Majority. ................................................................................................................................................ 7
	11.3	Quorum. .............................................................................................................................................................. 7
	11.4	One Shareholder May Constitute Quorum. ..................................................................................................... 7
	11.5	Meetings by Telephone or Other Communications Medium.......................................................................... 8
	11.6	Other Persons May Attend. ............................................................................................................................... 8
	11.7	Requirement of Quorum. ................................................................................................................................... 8
	11.8	Lack of Quorum. ................................................................................................................................................ 8
	11.9	Lack of Quorum at Succeeding Meeting. ......................................................................................................... 8
	11.10	Chair. ................................................................................................................................................................... 8
	11.11	Selection of Alternate Chair. ............................................................................................................................. 8
	11.12	Adjournments. .................................................................................................................................................... 8
	11.13	Notice of Adjourned Meeting. ........................................................................................................................... 8
	11.14	Decisions by Show of Hands or Poll. ................................................................................................................. 8
	11.15	Declaration of Result. ......................................................................................................................................... 8
	11.16	Motion Need Not Be Seconded. ......................................................................................................................... 9
	11.17	Casting Vote. ....................................................................................................................................................... 9
	11.18	Manner of Taking a Poll. ................................................................................................................................... 9
	11.19	Demand for a Poll on Adjournment.................................................................................................................. 9
	11.20	Chair Must Resolve Dispute. ............................................................................................................................. 9
	11.21	Casting of Votes. ................................................................................................................................................. 9
	11.22	Demand for Poll. ................................................................................................................................................. 9
	11.23	Demand for a Poll Not to Prevent Continuation of Meeting. ......................................................................... 9
	11.24	Retention of Ballots and Proxies. ...................................................................................................................... 9
PART	12 VOTES	OF SHAREHOLDERS ........................................................................................................................................... 9
	12.1	Number of Votes by Shareholder or by Shares. .............................................................................................. 9
	12.2	Votes of Persons in Representative Capacity. .................................................................................................. 9
	12.3	Votes by Joint Shareholders. ............................................................................................................................. 9
	12.4	Legal Personal Representatives as Joint Shareholders. ................................................................................ 10
	12.5	Representative of a Corporate Shareholder. .................................................................................................. 10
	12.6	Proxy Provisions Do Not Apply to All Companies. ....................................................................................... 10
	12.7	Appointment of Proxy Holder. ........................................................................................................................ 10
	12.8	Alternate Proxy Holders. ................................................................................................................................. 10

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		12.9	When Proxy Holder Need Not Be Shareholder. ............................................................................................. 10
		12.10	Deposit of Proxy. ............................................................................................................................................... 11
		12.11	Validity of Proxy Vote. ..................................................................................................................................... 11
		12.12	Form of Proxy. .................................................................................................................................................. 11
		12.13	Revocation of Proxy. ........................................................................................................................................ 11
		12.14	Revocation of Proxy Must Be Signed. ............................................................................................................. 11
		12.15	Production of Evidence of Authority to Vote. ................................................................................................ 12
PART	13	DIRECTORS ....................................................................................................................................................................... 12
		13.1	Number of Directors. ........................................................................................................................................ 12
		13.2	Change in Number of Directors. ..................................................................................................................... 12
		13.3	Directors’ Acts Valid Despite Vacancy. .......................................................................................................... 12
		13.4	Qualifications of Directors. .............................................................................................................................. 12
		13.5	Remuneration of Directors. ............................................................................................................................. 12
		13.6	Reimbursement of Expenses of Directors. ...................................................................................................... 12
		13.7	Special Remuneration for Directors. .............................................................................................................. 12
		13.8	Gratuity, Pension or Allowance on Retirement of Director.......................................................................... 12
PART	14	ELECTION AND REMOVAL OF DIRECTORS ........................................................................................................... 13
		14.1	Election at Annual General Meeting. .............................................................................................................. 13
		14.2	Consent to be a Director. ................................................................................................................................. 13
		14.3	Failure to Elect or Appoint Directors. ............................................................................................................ 13
		14.4	Places of Retiring Directors Not Filled. .......................................................................................................... 13
		14.5	Directors May Fill Casual Vacancies. ............................................................................................................. 13
		14.6	Remaining Directors Power to Act. ................................................................................................................ 13
		14.7	Shareholders May Fill Vacancies. ................................................................................................................... 13
		14.8	Additional Directors. ........................................................................................................................................ 13
		14.9	Ceasing to be a Director. .................................................................................................................................. 14
		14.10	Removal of Director by Shareholders............................................................................................................. 14
		14.11	Removal of Director by Directors. .................................................................................................................. 14
PART	15	POWERS	AND DUTIES OF DIRECTORS ..................................................................................................................... 14
		15.1	Powers of Management. ................................................................................................................................... 14
		15.2	Appointment of Attorney of Company. .......................................................................................................... 14
PART	16	DISCLOSURE OF INTEREST OF DIRECTORS .......................................................................................................... 14
		16.1	Obligation to Account for Profits. ................................................................................................................... 14
		16.2	Restrictions on Voting by Reason of Interest. ................................................................................................ 14
		16.3	Interested Director Counted in Quorum. ....................................................................................................... 15
		16.4	Disclosure of Conflict of Interest or Property. ............................................................................................... 15
		16.5	Director Holding Other Office in the Company. ........................................................................................... 15
		16.6	No Disqualification. .......................................................................................................................................... 15
		16.7	Professional Services by Director or Officer. ................................................................................................. 15
		16.8	Director or Officer in Other Corporations..................................................................................................... 15
PART	17	PROCEEDINGS OF DIRECTORS ................................................................................................................................... 15
		17.1	Meetings of Directors. ...................................................................................................................................... 15
		17.2	Voting at Meetings. ........................................................................................................................................... 15
		17.3	Chair of Meetings. ............................................................................................................................................ 15
		17.4	Meetings by Telephone or Other Communications Medium........................................................................ 15
		17.5	Calling of Meetings. .......................................................................................................................................... 16
		17.6	Notice of Meetings. ........................................................................................................................................... 16
		17.7	When Notice Not Required. ............................................................................................................................. 16
		17.8	Meeting Valid Despite Failure to Give Notice. ............................................................................................... 16
		17.9	Waiver of Notice of Meetings. ......................................................................................................................... 16
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		17.10	Quorum. ............................................................................................................................................................ 16
		17.11	Validity of Acts Where Appointment Defective. ............................................................................................ 16
		17.12	Consent Resolutions in Writing. ...................................................................................................................... 16
PART	18	EXECUTIVE AND OTHER COMMITTEES ................................................................................................................. 16
		18.1	Appointment and Powers of Executive Committee. ...................................................................................... 16
		18.2	Appointment and Powers of Other Committees. ........................................................................................... 16
		18.3	Obligations of Committee. ............................................................................................................................... 17
		18.4	Powers of Board. ............................................................................................................................................... 17
		18.5	Committee Meetings. ........................................................................................................................................ 17
PART	19	OFFICERS ........................................................................................................................................................................... 17
		19.1	Appointment of Officers. ................................................................................................................................. 17
		19.2	Functions, Duties and Powers of Officers. ...................................................................................................... 17
		19.3	Qualifications. ................................................................................................................................................... 18
		19.4	Remuneration. .................................................................................................................................................. 18
PART	20	INDEMNIFICATION ......................................................................................................................................................... 18
		20.1	Definitions. ........................................................................................................................................................ 18
		20.2	Mandatory Indemnification of Directors and Former Directors. ................................................................ 18
		20.3	Indemnification of Other Persons. .................................................................................................................. 18
		20.4	*Non-Compliance withBusiness Corporations Act***. ......................................................................................... 18
		20.5	Company May Purchase Insurance. ............................................................................................................... 18
PART	21	DIVIDENDS ........................................................................................................................................................................ 19
		21.1	Payment of Dividends Subject to Special Rights. .......................................................................................... 19
		21.2	Declaration of Dividends. ................................................................................................................................. 19
		21.3	No Notice Required. ......................................................................................................................................... 19
		21.4	Record Date. ...................................................................................................................................................... 19
		21.5	Manner of Paying Dividend. ............................................................................................................................ 19
		21.6	Settlement of Difficulties. ................................................................................................................................. 19
		21.7	When Dividend Payable. .................................................................................................................................. 19
		21.8	Dividends to be Paid in Accordance with Number of Shares. ...................................................................... 19
		21.9	Receipt by Joint Shareholders. ........................................................................................................................ 19
		21.10	Dividend Bears No Interest. ............................................................................................................................. 19
		21.11	Fractional Dividends. ....................................................................................................................................... 19
		21.12	Payment of Dividends. ...................................................................................................................................... 19
		21.13	Capitalization of Surplus. ................................................................................................................................ 19
PART	22	DOCUMENTS, RECORDS AND REPORTS .................................................................................................................. 20
		22.1	Recording of Financial Affairs. ....................................................................................................................... 20
		22.2	Inspection of Accounting Records. .................................................................................................................. 20
		22.3	Remuneration of Auditors. .............................................................................................................................. 20
PART	23	NOTICES	............................................................................................................................................................................ 20
		23.1	Method of Giving Notice. ................................................................................................................................. 20
		23.2	Deemed Receipt. ............................................................................................................................................... 20
		23.3	Certificate of Sending. ...................................................................................................................................... 21
		23.4	Notice to Joint Shareholders. ........................................................................................................................... 21
		23.5	Notice to Trustees. ............................................................................................................................................ 21

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(continued)
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PART 24 SEAL
............................................................................................................................................................................ 21
24.1
Who May Attest Seal............................................................................................................................................
24.2
Sealing Copies. .................................................................................................................................................. 21
24.3
Mechanical Reproduction of Seal. .................................................................................................................. 21
PART 25 PROHIBITIONS ................................................................................................................................................................. 21
25.1
Definitions. ........................................................................................................................................................ 21
25.2
Application. ....................................................................................................................................................... 22
25.3
Consent Required for Transfer of Shares or Designated Securities. ........................................................... 22

SCHEDULE C Brachium Options and Warrants

	Number of		Exercise Price
Holders	Options/Warrants	Grant Date	($)	Expiry Date
Bryant Pike	154,190	12/3/2019	0.10	12/3/2024
Greg Louis	98,680	12/3/2019	0.10	12/3/2024
Larry Nevsky	154,190	12/3/2019	0.10	12/3/2024
Craig Graham	154,190	12/3/2019	0.10	12/3/2024
Kris Miks	154,190	12/3/2019	0.10	12/3/2024
Ben Iscoe	76,910	12/3/2019	0.10	12/3/2024
PI Financial Inc.	400,000	12/3/2019	0.10	12/3/2021

SCHEDULE D Support Agreements

See attached.

November , 2020

BRACHIUM CAPITAL CORP.

20th Floor, 250 Howe Street Vancouver, British Columbia V6C 3R8

WECOMMERCE HOLDINGS LTD. CORP.

2900 – 550 Burrard Street Vancouver, British Columbia V6C 0A3

Dear Sirs/Mesdames:

Re: Support and Voting Agreement

The undersigned understands that Brachium Capital Corp. (“ Brachium ”) and WeCommerce Holdings Ltd. (“ WeCommerce ”) entered into a binding letter of intent dated August 17, 2020 (the “ LOI ”) which outlines the terms and conditions pursuant to which Brachium and WeCommerce will complete a transaction that will result in a reverse take-over of Brachium by WeCommerce (the “ Proposed Transaction ”). The Proposed Transaction has been structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”), whereby Brachium has incorporated a wholly-owned subsidiary under the BCBCA, which will amalgamate with WeCommerce to form a newly amalgamated company. Concurrent herewith, Brachium and WeCommerce have entered into an amalgamation agreement (the “ Definitive Agreement ”) pursuant to which Brachium and WeCommerce have agreed to complete the Proposed Transaction on the terms and conditions set forth therein. The undersigned is the beneficial owner of the securities set forth on the signature page hereof (collectively, the “ Subject Securities ”).

The undersigned hereby irrevocably agrees from the date hereof until the date the Definitive Agreement is terminated in accordance with its terms:

(a) at any meeting of shareholders of Brachium or WeCommerce held to consider the Proposed Transaction or any adjournment or postponement thereof, to exercise or cause to be exercised all voting rights attached to the Class A common shares of Brachium (the “ Brachium Shares ”) or common shares of WeCommerce (the “ WeCommerce Share ”), as applicable, comprising the Subject Securities and any other Brachium Shares or WeCommerce Shares which it may then beneficially own or over which it may then exercise control or direction (i) in favour of the Proposed Transaction and any other matters which are necessary for the consummation of the Proposed Transaction; and (ii) against any proposed action or agreement which could impede, interfere with or delay, or in any way adversely affect the completion of the Proposed Transaction and any other transactions contemplated by the LOI or Definitive Agreement, including any transaction involving the acquisition by any other party of Brachium Shares, WeCommerce Shares other voting securities of Brachium or WeCommerce or assets of Brachium or WeCommerce (an “ Acquisition Proposal” );
(b) if requested by Brachium or WeCommerce, acting reasonably, to deliver or cause to be delivered to Brachium or WeCommerce, as applicable, copies of their duly executed management proxies or voting instruction forms voting in favour of the Proposed Transaction;
(c) if applicable, execute any written shareholder resolution presented to the undersigned seeking in favour of the Proposed Transaction and any other matters which are necessary for the consummation of the Proposed Transaction;
(d) not to, directly or indirectly, exercise or cause to be exercised any rights of appraisal or rights to

demand the repurchase of the Subject Securities in connection with the Proposed Transaction or otherwise oppose in any manner the treatment of any Subject Securities pursuant to the Proposed Transaction;

(e) not to take any action which could impede, interfere with or delay, or in any way adversely affect the success or completion of the Proposed Transaction and any other transactions contemplated by the LOI or Definitive Agreement;
(f) except as contemplated by the LOI or Definitive Agreement, not to, directly or indirectly, offer, sell, agree to offer or sell, enter into an arrangement to offer or sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of any of the Subject Securities without the prior written consent of Brachium;
(g) not to, directly or indirectly, make or participate in or take any action that may reasonably be expected to result in or facilitate an Acquisition Proposal, or engage in any discussion, negotiation or inquiries that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; and
(h) to promptly notify Brachium of the amount of any debt or equity securities or other interests in Brachium or WeCommerce (including options to acquire Brachium Shares (the “ Brachium Options ”), warrants to acquire Brachium Shares (the “ Brachium Warrants ”) and options to acquire WeCommerce Shares (the “ WeCommerce Options ”)) of which the beneficial ownership, or the control or direction, is acquired by the undersigned after the date hereof. Any such securities or other interests shall be subject to the terms of this Agreement as though owned by the undersigned on the date hereof and shall be included in the definition of “Subject Securities.” Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of Brachium or WeCommerce affecting the securities of Brachium or WeCommerce, the number of securities constituting Subject Securities shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any securities of Brachium or WeCommerce beneficially owned, or controlled or directed, by the undersigned.

Notwithstanding any provision of this Agreement to the contrary, the undersigned shall not be limited or restricted in any way whatsoever in the exercise of his or her fiduciary duties as a director or officer, as applicable, of Brachium or WeCommerce, as applicable.

The undersigned hereby represents and warrants that:

(a) he or she is the sole and unconditional beneficial owner of the Subject Securities with good and valid title thereto, free and clear of all liens, and has the sole right to sell and vote all of the Subject Securities;
(b) except as contemplated in the LOI or Definitive Agreement, no person has any written or oral agreement, warrant or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such, for the purchase, acquisition or transfer from the undersigned of any of the Subject Securities or any interest therein or right thereto;
(c) the only securities of Brachium and WeCommerce beneficially owned, or controlled or directed, directly or indirectly, by the undersigned (including Brachium Shares, Brachium Options, Brachium Warrants, WeCommerce Shares and WeCommerce Options) on the date hereof are the Subject Securities;
(d) neither the execution and delivery of this Agreement by the undersigned, nor the compliance by the undersigned with any of the provisions hereof will:

a. result in any breach of, or constitute a default or an event which with notice or lapse of time or both would become a default or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the undersigned’s properties or assets (including the Subject Securities) may be bound;
b. require on the part of the undersigned any filing with (other than pursuant to the requirements of applicable securities legislation (which filings the undersigned will undertake)) or permit, authorization, consent or approval of any governmental entity or any other person; or
c. subject to compliance with any approval contemplated by the LOI and Definitive Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the undersigned or any of its properties or assets;
(e) there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the undersigned, threatened against the undersigned or any of the undersigned’s properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the undersigned’s ability to consummate the transactions contemplated in this Agreement. There is no order of any Governmental Entity against the undersigned that could prevent, enjoin, alter or materially delay any of the transactions contemplated in this Agreement, or that could reasonably be expected to have an adverse effect on the undersigned’s ability to consummate the transactions contemplated by this Agreement; and
(f) none of the Subject Securities held by the undersigned is the subject of any commitment, undertaking or agreement, the terms of which would affect in any way the ability of the undersigned to perform the undersigned’s obligations with respect to its Subject Securities as set out in this Agreement.

The undersigned shall, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as Brachium and WeCommerce may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. Subject to the terms and conditions herein, the undersigned agrees to use 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 under applicable laws to consummate the transactions contemplated by this Agreement and the Definitive Agreement.

The undersigned consents to the details of this Agreement being described in any information circular or filing statement prepared by Brachium in connection with the Proposed Transaction and in any material change report or press release prepared by Brachium in connection with the execution and delivery of this Agreement and the Definitive Agreement.

It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity and each party will waive, in any action for specific performance, interlocutory, preliminary and permanent injunctive relief and/or any other equitable relief, the defence of adequacy of a remedy at law and any requirement for the securing or posting of any bond in connection with the obtaining of any such relief. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

This Agreement constitutes the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

This Agreement shall be governed by, construed and enforced in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This Agreement may be executed and delivered in multiple counterparts (including by facsimile, email or other electronic means), each of which shall be deemed an original, and such counterparts together shall constitute one and the same agreement.

The parties hereto expressly acknowledge that they have requested that this Agreement be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente soit rédigée en anglais seulement .

[ Remainder of page intentionally left blank ]

Please confirm your agreement with the foregoing by signing and returning a copy of this Agreement to the undersigned.

Yours truly, Signature Name Number and type of securities: Brachium Shares: Brachium Options: Brachium Warrants: WeCommerce Shares: WeCommerce Options: Accepted and agreed this day of , 2020.

BRACHIUM CAPITAL CORP.

Per: Name: Title:

WECOMMERCE HOLDINGS LTD.

Per: Name: Title:

SCHEDULE E WeCommerce Stock Options

[ Personal information redacted ]

SCHEDULE F Form of WeCommerce Resolution

“RESOLVED AS A SPECIAL RESOLUTION THAT :

The amalgamation (the " Amalgamation ") under the Business Corporations Act (British Columbia) of the WeCommerce Holdings Ltd. (the “ Company ”) and 1275787 B.C. LTD. (“ Newco ”), a wholly owned subsidiary of Brachium Capital Corp. (“ Brachium ”), to effect, among other things, a reverse take-over transaction with Brachium as provided for in and subject to the terms and conditions set forth in the amalgamation agreement dated November 25, 2020 among the Company, Newco and Brachium (the “ Amalgamation Agreement ”), all as more particularly described in the filing statement of Brachium, be and is hereby authorized and approved.
The Amalgamation Agreement, including all schedules thereto, the actions of the directors of the Company in approving the Amalgamation and the Amalgamation Agreement and the actions of the directors and officers of the Company in executing and delivering the Amalgamation Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.
Notwithstanding that this resolution has been passed (and the Amalgamation authorized, approved and agreed) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further approval of the shareholders of the Company (i) to amend, supplement or vary the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement; and (ii) subject to the terms and conditions of the Amalgamation Agreement, not to proceed with the Amalgamation at any time prior to the Effective Time (as defined in the Amalgamation Agreement).
Any one director or officer of the Company is hereby, authorized, empowered and directed, for and on behalf of the Company, to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as in such person’s determination may be necessary or desirable to give effect to the Amalgamation in accordance with the Amalgamation Agreement (including the execution and delivery of the Articles of Amalgamation), such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of such acts or things.”

AI assistant

Tiny Ltd. — Regulatory Filings 2020

47831_rns_2020-11-27_81f63907-c329-4c92-b379-a8bf889a2440.pdf

AMALGAMATION AGREEMENT

among

WECOMMERCE HOLDINGS LTD.

and

BRACHIUM CAPITAL CORP.

Contents

Contents

AMALGAMATION AGREEMENT

AMONG:

(“ WeCommerce ”)

AND:

(“ Brachium ”)

AND:

WHEREAS:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

1.2 Headings, etc.

1.3 Number and Gender

1.4 Date for any Action

1.5 Statutory References

1.6 Currency

1.7 Invalidity of Provisions

1.8 Accounting Matters

1.9 Knowledge

1.10 Meaning of “Ordinary and Regular Course of Business”

1.11 Schedules

ARTICLE 2 THE AMALGAMATION

2.1 Terms of Amalgamation

2.2 Dissenting Shareholders

2.3 Effective Date

2.4 Effecting the Amalgamation

2.5 Name of Amalco

2.6 Registered Office of Amalco

2.7 Authorized Capital of Amalco

2.8 Initial Directors of Amalco

2.9 Treatment of Restricted Securities under the U.S. Securities Act

2.10 Consultation

2.11 Withholding Taxes

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Brachium

3.2 Representations and Warranties of WeCommerce

(p) Intellectual Property.

3.3 Survival of Representations and Warranties

ARTICLE 4 COVENANTS

4.1 Covenants of Brachium

4.2 Covenants of WeCommerce

4.3 Mutual Covenants of WeCommerce and Brachium

4.4 Filing Statement

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions in Favour of WeCommerce and Brachium

5.2 Brachium Conditions

5.3 WeCommerce Conditions

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

6.2 Termination

ARTICLE 7

7.1 Closing Matters

ARTICLE 8 GENERAL

8.1 Notices

8.2 Expenses

8.3 Time of the Essence

8.4 Entire Agreement

8.5 Further Assurances

8.6 Governing Law

8.7 Execution in Counterparts

8.8 Waiver

8.9 No Personal Liability

8.10 Enurement and Assignment

[EXECUTION PAGE FOLLOWS]

BRACHIUM CAPITAL CORP.

WECOMMERCE HOLDINGS LTD.

1275787 B.C. LTD.

SCHEDULE A Amalgamation Application

FORM 13 – BC COMPANY

OR

OR

With Court Approval:

Tiny Ltd. Regulatory Filings 2020