VM Hotel Acquisition Corp.

SEDAR VERSION

FIRST AMENDING AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT

THIS FIRST AMENDING AGREEMENT (this “ First Amending Agreement ”) is made as of September 29, 2022

AMONG:

(“ VM ”)

and -

TCPI MERGERSUB, INC.

(“ MERGER SUB ”)

and - HGI INDUSTRIES, INC.

(“ HGI ”)

and -

THE PYURE COMPANY INC.

(the “ Company ”)

BACKGROUND

WHEREAS the parties hereto entered into a business combination agreement dated as of September 22, 2022 (the “ BCA ”); and

WHEREAS the parties now wish to amend certain provisions of the BCA.

NOW THEREFORE in consideration of the mutual obligations contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

ARTICLE 1 AMENDMENTS TO THE BCA

1.1 Amendment to Section 2.9 of the BCA

The first sentence of Section 2.9 of the BCA is amended to read as follows:

“No later than October 28, 2022, the Company shall (i) obtain the written consent of the Requisite Shareholders constituting the Shareholder Approval, and (ii) prepare and mail

a notice (the “ Company Shareholder Notice ”) to every Company Shareholder that did not execute the Shareholder Approval.”

1.2 Amendment to Section 2.10 of the BCA

The first sentence of Section 2.10 of the BCA is amended to read as follows:

“No later than October 28, 2022, HGI shall (i) obtain the written consent of the HGI Requisite Shareholders constituting the HGI Shareholder Approval, and (ii) prepare and mail a notice (the “ HGI Shareholder Notice ”) to every HGI Shareholder that did not execute the HGI Shareholder Approval.”

The demand period for dissent and appraisal rights set out in the third sentence of Section 2.10 of the BCA is amended to read as follows:

“to start the thirty (30) day period”

1.3 Amendment to Section 2.11 of the BCA

The first phrase of the first sentence of Section 2.11 of the BCA is amended to read as follows:

“There will be included with the Company Shareholder Notice and the HGI Shareholder Notice a letter of transmittal (a “ Letter of Transmittal ”),”

ARTICLE 2 GENERAL

2.1 Other provisions unchanged

All terms and conditions of the BCA, except as amended hereby, are confirmed and ratified and remain in full force and effect in all respects.

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IN WITNESS WHEREOF , the parties hereto have caused this First Amending Agreement to be duly executed.

VM