Wellbeing Digital Sciences Inc.

– and –

CARDINAL GROUP INC.

SHARE PURCHASE AGREEMENT

June 7th , 2023

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ARTICLE	1	INTERPRETATION ..............................................................................................................1
1.1		Definitions ................................................................................................................................. 1
1.2		Interpretation ............................................................................................................................ 5
1.3		Entire Agreement ...................................................................................................................... 6
1.4		Severability ................................................................................................................................ 6
1.5		Amendments, Waivers, Investigations ..................................................................................... 7
1.6		Governing Law........................................................................................................................... 7
ARTICLE	2	PURCHASE AND SALE ........................................................................................................7
2.1		Agreement to Purchase and Sell ............................................................................................... 7
2.2		Purchase Price ........................................................................................................................... 7
2.3		Deposit ...................................................................................................................................... 7
2.4		Direction .................................................................................................................................... 8
2.5		Location and Time of the Closing .............................................................................................. 8
ARTICLE	3	REPRESENTATIONS AND WARRANTIES ..............................................................................8
3.1		Representations of WDS for KGK .............................................................................................. 8
3.2		Representations of WDS .........................................................................................................10
3.3		Representations of the Buyer .................................................................................................11
3.4		Survival of Representations, Warranties and Covenants .......................................................13
ARTICLE	4	COVENANTS .................................................................................................................... 14
4.1		WDS Covenants .......................................................................................................................14
ARTICLE	5	CONDITIONS ................................................................................................................... 15
5.1		Conditions for the Benefit of the Buyer ..................................................................................15
5.2		Conditions for the Benefit of WDS ..........................................................................................17
5.3		Notice of Breach ......................................................................................................................18
5.4		Notice of Early Termination ....................................................................................................18
5.5		Notice of Termination. ............................................................................................................19
5.6		Effect of Termination. .............................................................................................................19
ARTICLE	6	POST-CLOSING COVENANTS ............................................................................................ 19
6.1		Cooperation on Tax Matters ...................................................................................................19
6.2		Transitional IT Matters ............................................................................................................19
ARTICLE	7	DISPUTE RESOLUTION ..................................................................................................... 20
7.1		Arbitration Procedures............................................................................................................20
7.2		Continued Performance ..........................................................................................................21
7.3		Proceedings Confidential ........................................................................................................21
ARTICLE	8	GENERAL MATTERS ......................................................................................................... 21
8.1		Public Statements ...................................................................................................................21
8.2		Confidentiality .........................................................................................................................22
8.3		Expenses ..................................................................................................................................23
8.4		Notices.....................................................................................................................................23

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8.5	Time of Essence .......................................................................................................................23
8.6	Further Assurances .................................................................................................................24
8.7	Counterparts and Electronic Signatures .................................................................................24
8.8	Enurement...............................................................................................................................24
8.9	Assignment ..............................................................................................................................24
8.10	Independent Legal Advice .......................................................................................................24

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 7[th] day of June, 2023.

AMONG:

WELLBEING DIGITAL SCIENCES INC. , a corporation incorporated under the laws of the Province of British Columbia (“ WDS ”)

and –

CARDINAL GROUP INC. , a corporation incorporated under the laws of the Province of Ontario (the “ Buyer ”)

(each a “ Party ” and collectively, the “ Parties ”)

RECITALS:

A. WDS is the sole legal and beneficial owner of all of the issued and outstanding shares of KGK Science Inc., a corporation incorporated under the laws of the Province of Ontario (“ KGK ”);
B. The Buyer wishes to purchase, and WDS wishes to sell 10,000,000 of the common shares in the capital of KGK (the “ Purchased Common Shares ”) and 1,050,000 of the Series 1 preference shares in the capital of KGK (the “ Purchased Preferred Shares ”, and collectively with the Purchased Common Shares, the “ Purchased Shares ”), which together represent all of the outstanding share capital of KGK, subject to the terms and conditions set forth herein; and
C. After the purchase and sale of the Purchased Shares, the Buyer shall own all of the issued and outstanding share capital of KGK.

NOW THEREFORE the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement:

(a) “ Affiliate ” or “ Affiliates ” has the meaning set forth in National Instrument 45-106 - Prospectus Exemptions ;
(b) “ Agreement ” means this agreement, and all appendices attached to this agreement, in each case as they may be amended or supplemented from time to time, and the expressions “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ”, “ hereby ” and similar expressions refer to this agreement and unless otherwise indicated, references to articles and sections are to articles and sections in this Agreement;
(c) “ Applicable Law ” means, in respect of any Person, property, transaction, event or course of conduct, all applicable laws, statutes, regulations, rules, by-laws, ordinances,

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regulatory policies (including, without limitation, the Exchange’s policies and the Tax Act), codes, official directives, orders, rulings, judgments and decrees of any Governmental Authority, and all conditions, restrictions or requirements imposed by the terms of, or applicable by reason of, any Permits, Approvals, review processes of any Governmental Authority or any filings with respect to any work under any Contract;

(d) “ Approvals ” means approvals, certificates, authorizations, consents, filings, Permits, grants, licences, notifications, privileges, registrations, rights, orders, judgments, rulings, directives, ordinances, decrees, registrations and filings;
(e) “ Arbitrator ” has the meaning set forth in Section 7.1(c);
(f) “ Books and Records ” means all books and records of KGK relating to the KGK Business including financial, corporate and operations books and records, books of account, sales and purchase records, tax records, lists of suppliers and customers, engineering information, computer programs, business reports, plans and projections, research and development records, personnel records, manuals and all other data and information, including that stored on computer related media;
(g) “ Business Day ” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario;
(h) “ Closing ” means the completion of the purchase and sale of the Purchased Shares pursuant to this Agreement at the Closing Time;
(i) “ Closing Date ” means the day that is five (5) Business Days after all conditions specified in Article 5 are satisfied or waived, or such earlier or later date as may be agreed upon in writing between WDS and the Buyer;
(j) “ Closing Time ” means 12:01 p.m., EST, on the Closing Date;
(k) “ Confidential Information ” has the meaning set forth in Section 8.2;
(l) “ Consultation Period ” has the meaning set forth in Section 7.1(b);
(m) “ Contracts ” means any contract, agreement, commitment, lease or other instrument binding on KGK, whether written or oral;
(n) “ Deposit ” has the meaning set forth in Section 2.3;
(o) “ Direction ” means the written direction executed by WDS and delivered to the Buyer directing the Buyer to deliver the Purchase Price in accordance with such direction;
(p) “ Dispute ” has the meaning set forth in Section 7.1(a);
(q) “ Encumbrance ” or “ Encumbrances ” means any security interest, lien, charge, pledge, encumbrance, mortgage, hypothec, adverse claim or title retention agreement, preferential right, trust arrangement, contractual right of set-off or other security agreement or arrangement of any nature or kind whatsoever;

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(r) “ Exchange ” means the NEO Exchange Inc. (or such other replacement recognized Canadian stock exchange upon which WDS’ common shares are listed for trading);
(s) “ Exchange Approval ” has the meaning set forth in Section 5.1(a)(x)(A);
(t) “ Final Determination ” has the meaning set forth in Section 7.1(i);
(u) “ GAAP ” means generally accepted accounting principles in Canada from time to time including, for the avoidance of doubt, the standards prescribed in Part I of the CPA Canada Handbook (International Financial Reporting Standards) as the same may be amended, supplemented or replaced from time to time, consistently applied;
(v) “ Governmental Authority ” means any:
(i) federal, provincial, state, regional, municipal, local or other government, domestic or foreign;
(ii) governmental or quasi-governmental authority of any nature including any agency, branch, department, commission, board, court or tribunal, including, without limitation, the Canada Revenue Agency;
(iii) body exercising any administrative, executive, judicial, legislative, police, regulatory, expropriation or taxing authority, domestic or foreign; or
(iv) self-regulatory organization or stock exchange having jurisdiction in the relevant circumstances;
(w) “ KGK Business ” means, with respect to KGK, the business of KGK as currently conducted, which is providing outsourced clinical trials, research services, and regulatory services for the natural health products and cannabis industries;
(x) “ Material Adverse Change ” or “ Material Adverse Effect ” means any change, event, occurrence, violation, inaccuracy, circumstance, development or effect that is, individually or in the aggregate, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the current and future business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise), prospects or results of operations of a Party or KGK, as applicable, taken as a whole, whether or not arising in the Ordinary Course, except any such change, event, occurrence, violation, inaccuracy, circumstance, development or effect resulting from or arising in connection with:
(i) changes to the Canadian economy, the global economy, in each case, as a whole, or the industry or markets in which KGK operates;
(ii) the announcement or disclosure of the transactions contemplated herein or the identity of or any characteristic of or fact related to or WDS;
(iii) changes in accounting rules;
(iv) changes in the debt or securities markets;

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(v) changes in Applicable Law; or
(vi) compliance with the terms of this Agreement, so long as, in the case of clauses (i), (iii), (iv), (v), (v) and (vi), such facts, changes, effects, events, developments or circumstances do not adversely affect WDS or KGK in a materially disproportionate manner relative to similarly situated participants in the industry in which KGK operates.
(y) “ Optional Deposit ” has the meaning set forth in Section 2.3;
(z) “ Ordinary Course ” means, with respect to any action taken by KGK, that such action is consistent with the past practice and custom of KGK and KGK management, and is taken in the ordinary course of the normal day-to-day operations of KGK;
(aa) “ PCMLA ” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);
(bb) “ Permit ” means any Approvals, authorizations, consents, licenses, registrations, variances, permits or certificates issued granted by or obtained from any Governmental Authority or other Person, and applications therefor and renewals thereon.
(cc) “ Person ” means any individual, sole proprietorship, partnership, limited partnership, joint venture, syndicate, body corporate with or without share capital, unincorporated association or trust and, where the context requires, any of the foregoing when acting as trustee, executor, administrator or other legal representative;
(dd) “ Premises ” means all real and immoveable property, buildings and facilities owned or occupied by KGK or used by it in connection with the KGK Business;
(ee) “ Purchase Price ” has the meaning set forth in Section 2.2;
(ff) “ Purchased Shares ” has the meaning set forth in Recital B;
(gg) “ Second Deposit ” has the meaning set forth in Section 2.3;
(hh) “ Signing Date ” means the of this Agreement;
(ii) “ Subsidiary ” means, with respect to any Person, a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary and, for purposes of this definition, a Person controls a second Person if:
(i) the Person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the Person to elect a majority of the directors of the second Person, unless the Person beneficially owns or exercises control or direction over voting securities only to secure an obligation;
(ii) the second Person is a partnership, the Person beneficially owns or exercises control or direction over more than 50% of the interests in the partnership; or

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(iii) the second Person is a limited partnership, the Person is the general partner of the limited partnership or the control Person of the general partner;
(jj) “ Tax ” and “ Taxes ” means all taxes, assessments, reassessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Authority, 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), windfall profits taxes, gross receipts taxes, withholding or similar taxes, branch taxes, net worth taxes, surtaxes, production taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, excise taxes, goods and services tax, harmonized sales tax, capital taxes, stamp taxes, premium taxes, property taxes, land transfer taxes, mining taxes, environmental taxes, franchise taxes, licence taxes, health taxes, payroll taxes, employment taxes, severance taxes, social security premiums, employment insurance or compensation premiums, Canada or Quebec Pension Plan premiums, workers’ compensation premiums, mandatory pension and other social fund taxes or premiums, alternative or add-on minimum taxes, custom duties, together with any interest or penalties thereto and any interest in respect of such penalties;
(kk) “ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended;
(ll) “ Tax Returns ” means all returns, reports, declarations, elections, information statements and forms, including any schedules thereto, required by any Governmental Authority to be made, or prepared and filed in respect of Taxes;
(mm) “ Third Deposit ” has the meaning set forth in Section 2.3;
(nn) “ Transaction Documents ” means, collectively, the documents, instruments and agreements referred to in Sections 5.1(a)(vii) and 5.2(a)(iii); and
(oo) “ WDS Shareholder Approval ” has the meaning set forth in Section 5.1(a)(x)(B).

1.2 Interpretation

In this Agreement:

(a) Headings and Table of Contents. The inclusion of headings and a table of contents is for convenience of reference only and shall not affect the construction or interpretation hereof.
(b) Gender and Number. Except where the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.
(c) Including. Where the word “including” or “includes” is used, it means including or includes “without limitation”.
(d) Material. Where the term “material” or “materially” is used, it shall be construed, measured or assessed on the basis of whether the matter would materially affect a Party or would prevent or significantly impede the purchase or sale of the Purchased Shares or

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the completion of the other transactions contemplated by this Agreement and the Transaction Documents.

(e) No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party proposing any such language.
(f) Statutory References. A reference to a statute includes all rules and regulations made pursuant to such statute and, unless expressly provided otherwise, the provisions of any statute, rule or regulation which amends, supplements or supersedes any such statute, rule or regulation.
(g) Currency. Except where expressly provided otherwise herein, all amounts are stated and shall be paid in Canadian dollars.
(h) Time Periods. Except where expressly provided otherwise herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the following Business Day if the last day of the period is not a Business Day.
(i) Knowledge. Any reference herein to the “Knowledge” of a Person means the actual knowledge, having made due and careful inquiry, of the following persons only:
(i) as to WDS, Najla Guthrie; and
(ii) as to the Buyer, Bill Panagiotakopoulos.

1.3 Entire Agreement

This Agreement and the Transaction Documents and the other written agreements entered into on the Closing Date in connection herewith constitute the entire agreement between the Parties pertaining to the transactions contemplated by this Agreement and the Transaction Documents. There are no representations, warranties, covenants, agreements, conditions, indemnities or other provisions, whether oral or written, express or implied, collateral, statutory or otherwise, relating to the transactions contemplated by this Agreement or the Transaction Documents or the other written agreements entered into on the Closing Date in connection herewith, except as expressly contained in this Agreement and the Transaction Documents and the other written agreements entered into on the Closing Date in connection herewith and this Agreement and the Transaction Documents supersede any and all prior and/or contemporaneous agreements and understandings, both written and oral, among the Parties with respect to such subject matter.

1.4 Severability

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 Law, the Parties waive any provision of Applicable Law, which renders any provision of this Agreement invalid or unenforceable in any respect. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision,

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the economic effect of which comes as near as possible to that of the invalid or unenforceable provision which it replaces.

1.5 Amendments, Waivers, Investigations

Except as expressly provided otherwise herein, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise herein. No investigation or waiver made by or on behalf of any Party shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party pursuant to this Agreement or any Transaction Document.

1.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction). The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario regarding any matter arising under, or pursuant to, this Agreement and the Transaction Documents.

ARTICLE 2 PURCHASE AND SALE

2.1 Agreement to Purchase and Sell

Subject to the terms and conditions of this Agreement, the Buyer shall purchase and WDS shall sell the Purchased Shares for the Purchase Price at the Closing Time.

2.2 Purchase Price

The Purchase Price shall be equal to $2,000,000 cash payment paid from the Buyer to WDS on the Closing Date, pursuant to the terms of the Direction.

2.3 Deposit

Immediately upon the Signing Date, the Buyer will advance $200,000 to WDS as a non-refundable deposit (the “ Deposit ”). If requested and required by WDS, the Buyer will advance a second payment of $100,000 in advance of Closing (the “ Second Deposit ”). The Buyer will have the option to advance a further $600,000 to WDS (the “ Third Deposit ” and together with the Second Deposit, the “ Optional Deposits ”), for a total aggregate deposit of $900,000 (if both Optional Deposits are made). Upon the Closing Date, the aggregate amount of any deposits made pursuant to this Section 2.3 as of the Closing Date shall be credited towards the Purchase Price owing to WDS. In the event this Agreement is terminated for any reason whatsoever prior to the Closing Date, the Deposit and any Optional Deposits made pursuant to this Section 2.3 as at the date this Agreement is terminated shall, at the discretion of the Buyer: (a) entitle the Buyer to receive, for every $100,000 deposited pursuant to this Section 2.3, 5% of the outstanding Purchased Common Shares and 5% of the outstanding Purchased Preferred Shares and WDS shall arrange to immediately transfer such Purchased Shares to the Buyer or (b) convert to a secured

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demand loan in favour of the Buyer and bearing interest at a rate of 6.0% per year, such interest shall be payable monthly on the first Business Day of each month, and WDS shall deliver such documentation as may be required by the Buyer and its counsel in connection therewith. In the event that the Buyer elects pursuant to cover the Deposit and any Optional Deposits into Purchased Shares pursuant to this Section 2.3, WDS and the Buyer will use their best efforts to negotiate the terms of a shareholders agreement to determine the manner in which the affairs of KGK and the KGK Business will be operated.

2.4 Direction

All amounts payable pursuant to this Article 2 or otherwise payable to WDS pursuant to this Agreement shall be paid in accordance with the Direction.

2.5 Location and Time of the Closing

The Closing shall take place at the Closing Time electronically, and any and all deliverables at Closing under this Agreement may, unless one Party specifically requires otherwise, be made by facsimile, email or other electronic means. ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations of WDS for KGK

The Buyer acknowledges and confirms that each of the following representations and warranties as they relate to KGK. WDS represents and warrants to the Buyer and acknowledges that the Buyer is relying upon the accuracy of each such representation and warranty in connection with the purchase of the Purchased Shares, despite any investigation made by or on behalf of the Buyer:

(a) Incorporation and Existence. KGK is a corporation incorporated and organized under the laws of the Province of Ontario, and is a valid and subsisting corporation under such laws. A true copy of the articles and all by-laws of KGK has been delivered to the Buyer by WDS on or before the date of this Agreement. Such articles and by-laws (i) constitute all of the constating documents and by-laws of KGK in effect as of the Closing Date; (ii) are complete, correct and in full force and effect; and (iii) no action has been taken to amend the articles and by-laws of KGK.
(b) Corporate Power. KGK has the corporate power and capacity to carry on the KGK Business as it is currently conducted, to own or lease its property and assets. KGK is duly qualified as a corporation to conduct the KGK Business in each jurisdiction where qualification is necessary.
(c) Authorization. KGK has the corporate power and authority to enter into the Transaction Documents, as applicable, and to perform its obligations thereunder; the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized by all necessary corporate action on the part of KGK by its shareholder(s) and directors, as applicable.

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(d) Approvals. Other than the Exchange Approval and the WDS Shareholder Approval, no Approval of, or filing with or notice to, any Governmental Authority, court or other Person is required in connection with the execution, delivery or performance of this Agreement or the completion of the transactions contemplated hereunder.
(e) Subsidiaries. KGK does not hold and has not agreed to acquire any securities, options or rights of or in any body corporate.
(f) Bankruptcy, etc. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending, or are, to the best of WDS’ knowledge, threatened, against KGK and KGK is able to satisfy its liabilities as they become due.
(g) Capitalization. As of the date hereof, the authorized capital of KGK consists of (i) an unlimited number of common shares without par value of which 10,000,000 common shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of KGK and (ii) an unlimited number of preferred shares (issuable in series) of which only 1,050,000 Series 1 Preference Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of KGK. All issued and outstanding shares in the capital of KGK are beneficially and legally owned by WDS. There are no options, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by WDS of any securities of KGK, or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of KGK.
(h) Litigation and Other Proceedings. There are no legal proceedings whatsoever, and there are no actions or proceedings pending or, to the knowledge of KGK, threatened (a) against or by KGK, or affecting the Purchased Shares or the KGK Business; or (b) against or by KGK or any existing shareholder, that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the knowledge of KGK, there are no grounds on which any such action, investigation or proceeding might be commenced with any reasonable likelihood of success. There is not presently outstanding against KGK any judgment, injunction or other order of any Governmental Authority.
(i) Title to Assets. KGK owns and has good and valid title to, or a valid leasehold interest in, each of its assets, free and clear of all liens and Encumbrances. To WDS’ Knowledge, no Person has any agreement or option, or any right capable of becoming an agreement or option, for the purchase from KGK or the KGK Business of any assets of KGK.
(j) Books and Records. The Books and Records are true, correct and complete in all material respects and have been prepared in accordance with GAAP. All financial transactions of KGK have been accurately recorded in its Books and Records.
(k) Minute Book. The minute book of KGK which has been provided to the Buyer contains: (i) complete and accurate, in all material respects, minutes of all meetings of KGK’s board of directors (including any committee thereof) and shareholders held since WDS became a shareholder of KGK, (ii) original signed copies of all resolutions duly passed by the directors (including any committee thereof) or shareholders, other than at a meeting; and (iii) all waivers, notices, and other documents required by Applicable Law to be contained

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therein. KGK has kept and maintained such minute book as required under Applicable Law, which minute book is accurate, complete, and up to date in all material respects.

(l) Brokers’ Fees. KGK has no liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated by this Agreement and the Transaction Documents nor has it granted any right of first refusal or commitment to engage any such Person in connection with any future transaction.

3.2 Representations of WDS

The Buyer acknowledges and confirms that each of the following representations and warranties as they relate to WDS. WDS represents and warrants to the Buyer and acknowledges that the Buyer is relying upon the accuracy of each such representation and warranty:

(a) Incorporation and Existence. WDS is a corporation incorporated and organized under the laws of the Province of British Columbia, and is a valid and subsisting corporation under such laws. A true copy of the notice of articles and all articles of WDS has been delivered to the Buyer by WDS on or before the date of this Agreement. Such articles and by-laws (i) constitute all of the constating documents of WDS in effect; (ii) are complete, correct and in full force and effect; and (iii) no action has been taken to amend the notice of articles and articles of WDS.
(b) Corporate Power. WDS has the corporate power and capacity to carry on its business as it is currently conducted, to own or lease its property and assets.
(c) Enforceability. This Agreement is a legal, valid and binding obligation of WDS, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity. On the Closing Date, each of the Transaction Documents to which WDS is a party shall be a legal, valid and binding obligation of WDS, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity.
(d) Authorization. WDS has the corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder; the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized by all necessary corporate action on the part of WDS and its shareholders and directors, as applicable.
(e) Non-Contravention. The execution, delivery and performance of this Agreement and the completion by WDS of the transactions contemplated hereunder, do not and will not:
(i) contravene any provision of the constating documents of WDS;
(ii) result in a violation or breach of, or constitute a default (or an event, condition or occurrence which, with notice or passage of time or both, would constitute a

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default) under, or give rise to any termination rights, rights of first refusal or other buy-sell rights or the amendment, acceleration or cancellation of or change in any rights or obligations of any Person under, any provision of any contract, agreement, lease, licence, concession, franchise or Permit to which WDS is a party or by which WDS is bound or subject or of which WDS is a beneficiary;

(iii) result in the imposition of, give rise to or trigger any claim upon any of the assets of WDS, or restrict, hinder, impair or limit the ability of WDS to carry on the KGK Business; or
(iv) contravene any Applicable Law.
(f) Approvals. Other than the Exchange Approval and the WDS Shareholder Approval, no Approval of, or filing with or notice to, any Governmental Authority, court or other Person is required in connection with the execution, delivery or performance of this Agreement by WDS for the sale of any of the Purchased Shares.
(g) Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending or are, to the best of the WDS’ knowledge, threatened against WDS and WDS has not received any notices of default or demand letters from its creditors.
(h) Right to Sell Purchased Shares. WDS is the legal and beneficial owner of the Purchased Shares, and on Closing, the Buyer will acquire good and marketable title to the Purchased Shares, free and clear of any title defects, deemed trusts, Encumbrances or rights or claims of others of any kind and (a) there are no options, warrants or other rights for the purchase, subscription or issuance of shares or other securities of KGK or securities convertible into or exchangeable for shares of KGK have been authorized or agreed to be issued or are outstanding (b) there are no restrictions on the transfer of the Purchased Shares except those set forth in the articles of the KGK; and (c) there are no shareholder agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Purchased Shares.
(i) Brokers’ Fees. WDS has no liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated by this Agreement and the Transaction Documents nor has it granted any right of first refusal or commitment to engage any such Person in connection with any future transaction.
(j) Residence. WDS is not a non-resident of Canada within the meaning of the Tax Act.

3.3 Representations of the Buyer

WDS acknowledges and confirms that each of the following representations and warranties as they relate to the Buyer. The Buyer acknowledges that WDS is relying upon the following representations and warranties in connection with its sale of the Purchased Shares:

(a) Incorporation and Existence. The Buyer is incorporated, organized and is validly existing under the laws of its incorporation, and is registered, licensed or qualified to carry on business in each jurisdiction in which the character of its properties and assets owned or

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leased or the nature of its business makes such registration, licensing or qualification necessary.

(b) Corporate Power. The Buyer has the corporate power and capacity to carry on its business as it is currently conducted, to own or lease its property and assets.
(c) Enforceability. This Agreement is a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity. On the Closing Date, each of the Transaction Documents to which the Buyer is a party shall be a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity.
(d) Authorization. The Buyer has the corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder; the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Buyer and its shareholders and directors, as applicable.
(e) Non-Contravention. The execution, delivery and performance of this Agreement and the completion by the Buyer of the transactions contemplated hereunder, do not and will not:
(i) contravene any provision of the constating documents of the Buyer;
(ii) result in a violation or breach of, or constitute a default (or an event, condition or occurrence which, with notice or passage of time or both, would constitute a default) under, or give rise to any termination rights, rights of first refusal or other buy-sell rights or the amendment, acceleration or cancellation of or change in any rights or obligations of any Person under, any provision of any contract, agreement, lease, licence, concession, franchise or Permit to which the Buyer is a party or by which the Buyer is bound or subject or of which the Buyer is a beneficiary;
(iii) result in the imposition of, give rise to or trigger any claim upon any of the assets of the Buyer, or restrict, hinder, impair or limit the ability of the Buyer and KGK to carry on the KGK Business; or
(iv) contravene any Applicable Law.
(f) Approvals. Other than the Exchange Approval and the Buyer Board Approval (as such terms are defined below), no Approval of, or filing with or notice to, any Governmental Authority, court or other Person is required in connection with the execution, delivery or performance of this Agreement by the Buyer for the purchase of any of the Purchased Shares.

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(g) Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending or are, to the best of the Buyer’s knowledge, threatened against the Buyer, and the Buyer is able to satisfy its liabilities as they become due.
(h) Brokers’ Fees. The Buyer has no liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated by this Agreement and the Transaction Documents nor has it granted any right of first refusal or commitment to engage any such Person in connection with any future transaction.
(i) Proceeds of Crime. The Buyer represents, warrants and covenants that the funds representing the Purchase Price do not represent proceeds of crime for the purposes of PCMLA and the Buyer acknowledges that WDS may in the future be required by law to disclose the Buyer’s name and other information relating to this Agreement, on a confidential basis, pursuant to the PCMLA. To the knowledge of the Buyer, none of the Purchase Price: (a) has been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (b) are being tendered on behalf of a Person or entity who has not been identified to the Buyer. The Buyer shall promptly notify WDS if the Buyer discovers that any of such representations cease to be true, and will provide WDS with appropriate information in connection therewith.
(j) Residence. The Buyer is not a non-resident of Canada within the meaning of the Tax Act.

3.4 Survival of Representations, Warranties and Covenants

The representations and warranties, covenants (to the extent that they have not been fully performed at or prior to the Closing Time) and agreements contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall survive the Closing, and in particular:

(a) the representations and warranties contained in Sections 3.1(a) to 3.1(i), Section 3.1(l), Sections 3.2(a) to 3.2(i) and Section 3.3(a) to 3.3(h) shall survive for the maximum amount of time under Applicable Laws and will not merge on Closing, and a claim in respect of the breach thereof may be brought at any time after the Closing;
(b) notwithstanding the foregoing, the representations and warranties contained in Section 3.2(h) affecting title to the Purchased Shares shall survive indefinitely and will not merge on Closing; and
(c) all other representations and warranties shall terminate at the expiration of 18 months following Closing.

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ARTICLE 4 COVENANTS

4.1 WDS Covenants

(a) Access to Information. Until the Closing Time, WDS shall, on reasonable advanced notice, permit the Buyer and its representatives, accountants, legal counsel and advisors to have full access to the Premises, all the assets, and the Books and Records relating to the KGK Business and to KGK’s personnel and shall furnish them with all such information relating to the KGK Business as the Buyer may reasonably request.
(b) Conduct of Business. Except as expressly provided in this Agreement or except with the prior written consent of the Buyer, prior to the Closing Time, WDS shall take no action to cause KGK or the board of directors of KGK to not:
(i) operate the KGK Business only in the Ordinary Course, and, to the extent consistent with such operation, use commercially reasonable efforts to preserve its business organization, including the services of its officers, employees, independent contractors and consultants, and its business relationships with customers, suppliers and others having business dealings with it;
(ii) maintain all its properties and assets, whether owned or leased, in good condition and repair;
(iii) comply with all Applicable Law of each jurisdiction in which KGK carries on business;
(iv) continue in force all insurance maintained by KGK;
(v) maintain its Books and Records in the Ordinary Course; and
(vi) do or refrain from doing all acts and things in order to ensure that the representations and warranties in Section 3.1 remain true and correct at the Closing Time as if such representations and warranties were made at and as of such date and to satisfy or cause to be satisfied the conditions in Section 5.1.
(c) Restricted Activities. Except as expressly provided in this Agreement or except with the prior written consent of the Buyer, prior to the Closing Time, WDS shall not, and shall cause the board of directors of KGK not to:
(i) amend KGK’s constating documents;
(ii) cause KGK to amalgamate, merge or consolidate with, or acquire all or substantially all the shares or assets of, any Person;
(iii)
cause KGK to form a Subsidiary;
(iv) cause KGK to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

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(v) cause KGK to transfer, lease, licence, sell or otherwise dispose of its properties or assets, other than in the Ordinary Course;
(vi) make any change in the operation of the KGK Business, except such changes as may be required to comply with any Applicable Laws;
(vii) cause KGK to make any loans, advances, or capital contributions to, or investments in, any Person, including, without limitation, WDS;
(viii) cause KGK to pay or declare any cash dividend or other dividend or distribution of any kind with respect to its capital stock;
(ix) cause KGK to engage in any transaction with any non-arms’ length party (within the meaning of the Tax Act);
(x) cause KGK to incur any indebtedness;
(xi) increase the remuneration of any employee, consultant or agent of KGK, except as regularly scheduled in amounts which are in accordance with existing policy of KGK;
(xii) issue or otherwise grant or enter into any agreement or arrangement related to the issuance of any shares in the capital of KGK or the grant of any options, warrants, or other rights in respect of shares in the capital of KGK; or
(xiii) enter into any agreement, commitment or understanding (whether written or oral) with respect to making any change in the operation of the KGK Business or the foregoing.
(d) Obtaining Approvals. WDS shall deliver, at or prior to the Closing Time, the Approvals referred to in Section 5.1. If, notwithstanding such efforts, WDS is unable to obtain any of such Approvals, WDS shall not be liable to the Buyer for any breach of covenant, provided that nothing contained herein shall affect WDS’ obligations to complete the transactions contemplated by this Agreement and the Transaction Documents.

ARTICLE 5 CONDITIONS

5.1 Conditions for the Benefit of the Buyer

(a) The obligation of the Buyer to complete the purchase of the Purchased Shares and the other transactions contemplated by this Agreement and the Transaction Documents is subject to satisfaction, at or prior to the Closing Time, of each of the following conditions:
(i) Delivery of Share Certificates. WDS shall have delivered to the Buyer the share certificates representing the Purchased Shares duly endorsed in blank for transfer or accompanied by duly signed share transfers.
(ii) Performance of Obligations. WDS shall have performed or complied with all its obligations and agreements under this Agreement.

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(iii) Representations and Warranties of WDS. All representations and warranties of WDS made pursuant to this Agreement will be true and complete as at the Closing Date and with the same effect as if made as of the Closing Date.
(iv) Certificate of Status. A certificate of status or its equivalent issued by the relevant Governmental Authority with respect to KGK.
(v) Consents. All consents and Approvals from, or notifications to, any Person, required by any of the Contracts and Permits in connection with the completion of the transactions contemplated by this Agreement will have been obtained or given. All consents, orders and authorizations of Governmental Authority required in connection with the completion of the transactions contemplated by this Agreement will have been obtained.
(vi) Encumbrances. All Encumbrances affecting the Purchased Shares, if any, will have been discharged.
(vii) Delivery of Other Agreements. All documents, instruments, and agreements required to effect the purchase and sale of the Purchased Shares and the transactions contemplated hereunder shall have been executed and delivered by the Parties, including, without limitation, the following documents and agreements:
(A) the Direction;
(B) a bring-down certificate from a senior officer of WDS certifying that the representations and warranties in Section 3.1 and 3.2 are true as of the Closing Time, and that all references to Signing Date therein shall be changed to Closing Date;
(C) a certificate from a senior officer of WDS certifying: (i) all resolutions of the directors and shareholders of WDS, authorizing and approving the transactions contemplated in this Agreement, (ii) ) all resolutions of the directors and shareholders of KGK, authorizing and approving the transactions contemplated in this Agreement, and (ii) the constating documents of the each of WDS and KGK.
(viii) Material Adverse Change. There shall have not been any one or more related or unrelated changes, events, developments or circumstances which, individually or in the aggregate, have had a Material Adverse Change on the KGK Business.
(ix) No Action to Restrain. No action or proceeding shall be pending or threatened by any Person to restrain or prohibit:
(A) the purchase and sale of the Purchased Shares pursuant to this Agreement; or
(B) the Buyer from carrying on the KGK Business as the KGK Business is being carried on as at the Signing Date.

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(x) Approvals.
- (A) Approval of the transactions from the Exchange shall have been delivered to WDS, in form and substance satisfactory to the Buyer and WDS (“ Exchange Approval ”); and
- (B) resolutions of the shareholders of WDS authorizing and approving (a) the transactions contemplated in this Agreement and (b) the transfer of the Purchased Shares to the Buyer (the “ WDS Shareholder Approval ”).
(b) The conditions contained in this Section 5.1 are for the exclusive benefit of the Buyer and may be waived in whole or in part by the Buyer, in writing, at any time.

5.2 Conditions for the Benefit of WDS

(a) The obligation of WDS to complete the sale of the Purchased Shares and the other transactions contemplated by this Agreement and the Transaction Documents is subject to the fulfillment or performance, at or before the Closing Time, of each of the following conditions:
(i) Payments. WDS shall have received the Purchase Price and all other amounts payable that may be due on or before the Closing Date.
(ii) Certificate of Status. A certificate of status or its equivalent issued by the relevant Governmental Authority with respect to the Buyer.
(iii) Representations and Warranties of the Buyer. All representations and warranties of the Buyer made pursuant to this Agreement will be true and complete as at the Closing Date and with the same effect as if made as of the Closing Date.
(iv) Delivery of Other Agreements. The following documents and agreements shall have been delivered to WDS, in form and substance satisfactory to WDS, acting reasonably:
- (A) A bring-down certificate from a senior officer of the Buyer certifying that the representations and warranties in Section 3.33.2 are true as of the Closing Time, and that all references to Signing Date therein shall be changed to Closing Date;
- (B) a certificate from a senior officer of the Buyer certifying: (i) all resolutions of the directors of the Buyer authorizing and approving the transactions contemplated in this Agreement, and (ii) the constating documents of the Buyer.
(b) The conditions contained in this Section 5.2 are for the exclusive benefit of WDS and may be waived in whole or in part by WDS in writing at any time.

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5.3 Notice of Breach

Each of the Buyer and WDS as applicable, shall give prompt detailed notice setting out the relevant particulars to the other Party of the occurrence, or failure to occur, at any time prior to the Closing Time of any event or state of facts where such occurrence or failure to occur would, or could reasonably be expected to:

(a) cause any of its representations or warranties contained herein to be untrue or incorrect on the Closing Date;
(b) result in its failure to comply with or satisfy any covenant or agreement contained herein prior to the Closing Date;
(c) any Material Adverse Change in the KGK Business; or
(d) result in the failure to satisfy any of the conditions in the other Party’s favour contained in Section 5.1 or 5.2, as applicable.

Notwithstanding the foregoing provisions of this Section 5.3, the delivery of any notice pursuant to this Section 5.3 will not limit or otherwise affect the remedies available hereunder to the Party receiving such notice or the conditions to such Party’s obligation to consummate the transactions contemplated herein.

5.4 Notice of Early Termination

Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing:

(a) by the mutual written agreement of the Buyer and WDS, in writing;
(b) by the Buyer in the event of any breach of any representation, warranty, covenant or agreement of WDS contained herein and the failure of WDS to cure such breach to the reasonable satisfaction of the Buyer within five (5) Business Days after receipt of notice from the Buyer requesting such breach to be cured;
(c) by WDS in the event of any breach of any representation, warranty, covenant or agreement of the Buyer contained herein and the failure of the Buyer to cure such breach to the reasonable satisfaction of WDS within five (5) Business Days after receipt of notice from WDS requesting such breach to be cured;
(d) by either the Buyer or WDS if any Governmental Authority shall have issued a final and non-appealable order permanently restraining, enjoining or otherwise prohibiting the consummation of the Closing and the Party seeking to terminate this Agreement pursuant to this Section 5.4 shall have used commercially reasonable efforts to remove such order and shall have otherwise complied with its obligations under this Agreement; or
(e) by either the Buyer or WDS if the Closing shall not have occurred on August 31, 2023 (or such later date as may be agreed to in writing by WDS and the Buyer);

provided, however, that the right to terminate this Agreement under this Section 5.4 shall not be available to any Party whose failure to fulfill any obligation under, or breach of any provision of,

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this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or before the applicable date.

5.5 Notice of Termination.

Any Party desiring to terminate this Agreement pursuant to Section 5.4 shall give written notice of such termination to the other Party to this Agreement in accordance with Section 8.4, specifying the provision(s) pursuant to which such termination is effective.

5.6 Effect of Termination.

If this Agreement is terminated pursuant to this Article 5, this Agreement shall forthwith become wholly void and of no further force and effect and all rights and obligations of the Parties hereunder shall be terminated without further liability of any Party to any other Party; provided, however, that (a) the provisions of this Article 1, Section 5.6, Article 7, Section 8.1, Section 8.2 and Section 8.3 and the rights and obligations of the Parties thereunder, shall survive any such termination; and (b) nothing herein shall relieve any Party from liability for any breach of, this Agreement prior to the date of termination, including a breach of the representations and warranties, covenants and agreements contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement, all of which shall survive the termination of this Agreement.

ARTICLE 6 POST-CLOSING COVENANTS

6.1 Cooperation on Tax Matters

After the Closing Date, KGK shall be responsible for the filing and preparation of any post-Closing Tax Returns (including for any stub periods) and any other applicable Tax elections, filings, audits, assessments or any Tax matters or proceedings required (including any change in status of KGK) as a result of the sale of the Purchased Shares. If requested by KGK, WDS shall use commercially reasonable efforts to cooperate, as and to the extent reasonably requested by the Buyer, in connection with the filing and preparation of KGK’s Tax Returns and any audit, litigation or other proceeding related to Taxes owed by KGK. In the event of an assessment or proposed assessment or an audit relating to all taxable periods ending on or before the Closing Date (“ Tax Assessment ”), the Buyer shall promptly (and in any event within 10 days) after receipt by KGK or the Buyer of any notice or inquiry, oral or written, from any Governmental Authority, provide WDS with all relevant documents and other information reasonably required by WDS to evaluate the Tax Assessment. WDS shall have the right to undertake and control any proceedings, objection or other defence of any Tax Assessment using counsel of its own choice. KGK shall not be permitted to amend any Tax Returns relating to any taxable period ending prior to the Closing Date without the prior written consent of WDS, which consent shall not be unreasonably delayed, conditioned or withheld, and the Parties further agree that WDS consent shall not be unreasonably withheld for an amendment if the Buyer can demonstrate that its auditors have advised it to make such amendment.

6.2 Transitional IT Matters

After the Closing Date, WDS shall continue to provide, and assist with the transition of, certain mutual IT services to KGK, which services include: Adobe DS, Adobe Creative Cloud, Aruba Central, WatchGuard, TrendMicro Antivirus, Syxsense, Dell Server Support, Website AWS and Gravity Forms. The reasonable costs of these services (which will be consistent with past charges to KGK for such services)

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shall be reimbursed by KGK until such services are transferred. WDS and KGK shall work together to complete the transfer of the services in a manner that is most efficient for KGK.

ARTICLE 7 DISPUTE RESOLUTION

7.1 Arbitration Procedures

(a) All disputes, controversies or claims arising out of, relating to, or in respect of this Agreement, including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each a “ Dispute ”) shall be resolved in accordance with the terms of this Agreement.
(b) Any Dispute that the Buyer and WDS are unable to amicably resolve or settle between themselves through negotiations within 15 Business Days (or such longer period as the applicable Parties may agree to in writing) of a Party being provided notice of such dispute or difference in accordance with Section 8.4 of this Agreement (the “ Consultation Period ”) shall be referred to and finally determined by final and binding arbitration.
(c) The arbitration shall be confidential and shall be conducted by a single independent and impartial arbitrator selected jointly by WDS and the Buyer (the “ Arbitrator ”). If WDS and the Buyer are unable to select such Arbitrator within 15 days, the Parties may apply to elect an arbitrator in accordance with the provisions of the Arbitration Act (Ontario).
(d) The arbitration shall be governed by the Arbitration Act (Ontario) to the extent that such rules do not conflict with the terms of this Article 7.
(e) The arbitration shall be seated in the City of Toronto and the arbitration agreement set forth in this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. The language of the arbitration shall be English.
(f) Within 30 days of the expiry of the Consultation Period, the disputing Parties agree to jointly select the Arbitrator in accordance with Section 7.1(c), who shall be trained in the laws of Ontario. The Arbitrator shall be impartial and independent of the Parties and shall be experienced and knowledgeable about the subject matter of the Dispute (generally and not as to the express facts concerning the Dispute).
(g) It is specifically acknowledged and agreed that any Dispute that cannot be resolved between the disputing Parties prior the expiry of the Consultation Period shall be submitted to arbitration irrespective of the magnitude thereof or the amount in question.
(h) The Arbitrator shall have jurisdiction: (i) to apply all applicable statutes, regulations, common law and equity; and (ii) to make an award or awards in respect of interest and the payment of the costs of the arbitration (including Arbitrators’ fees and the legal costs of the Parties). The Arbitrator also may, where requested by a Party, determine the nature and extent of production of documents and oral depositions.
(i) The award of the Arbitrator shall be reduced to writing and be final and binding on the disputing Parties (a “ Final Determination ”). Any monetary award shall be made and

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payable, free of any Taxes or other deduction, and shall bear interest from the date of any breach or other violation of this Agreement to the date on which the award is paid, at a rate determined by the Arbitrator.

(j) Judgment upon the Final Determination rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and order of enforcement.
(k) Each disputing Party shall bear its own expenses of preparing for and participating in connection with the arbitration, including legal fees but the Party against whom judgment is rendered shall bear all fees and expenses of the Arbitrator.
(l) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a legal court, the Arbitrator shall have full authority to grant provisional remedies, statutory remedies and to award damages for the failure of the disputing Parties to respect the Arbitrator’s orders to that effect.
(m) Nothing in this Agreement shall restrict or prohibit a Party from commencing arbitration at any time, including prior to the expiry of a Consultation Period, in order to protect its rights under this Agreement or in relation to a Dispute or disagreement.

7.2 Continued Performance

Except where reasonably prevented by the nature of the Dispute, the Parties shall continue to perform their respective duties, obligations and responsibilities under this Agreement and the Transaction Documents while the Dispute is being resolved in accordance with this Article 7, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof.

7.3 Proceedings Confidential

All dispute resolution and arbitration proceedings (including all related information, communications, documents, materials, and evidence) shall be strictly confidential, and each Party shall have a fiduciary obligation to the other Party to protect, preserve and maintain the integrity of such confidentiality.

ARTICLE 8 GENERAL MATTERS

8.1 Public Statements

No public announcement or statement concerning the execution and delivery of this Agreement and the transactions contemplated by this Agreement shall be made by a Party, its Affiliates or their respective directors, officers, employees or shareholders without the prior written consent of the other Party (in each such case such consent not to be unreasonably withheld or delayed) unless such disclosure is required by Applicable Law. If such disclosure is required by Applicable Law, each Party shall use commercially reasonable good faith efforts to enable the other Party to review and comment on such

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disclosure prior to the release thereof and, if such prior review and consultation is not possible, to give oral and written notice of such disclosure immediately following the making of such disclosure. For the avoidance of doubt, the Parties may disclose the existence of this Agreement, and/or a copy of this Agreement, to the Exchange and any other Governmental Authority. In the event a Party determines to make such disclosure to the Exchange or any other Governmental Authority, such Party will first advise the other Party of its intention to do so and use commercially reasonable good faith efforts to enable the other Party to review and comment on such disclosure prior to the release thereof.

8.2 Confidentiality

The Parties shall treat the terms of this Agreement and all information provided under or in connection with this Agreement (collectively, “ Confidential Information ”) as confidential and may not either disclose Confidential Information or use it other than for bona fide purposes connected with this Agreement or any other agreements or instruments in any way related to this Agreement without the prior written consent of the other Parties to this Agreement, except for that consent is not required for disclosure to:

(a) an Affiliate of a Party to this Agreement, directors, officers, or employees of a Party to this Agreement or an Affiliate to a Party to this Agreement, as long as they in turn are required to treat the Confidential Information as confidential on terms substantially the same as those set out in this Section 8.2;
(b) accountants, professional advisers and bankers and other lenders, whether current or prospective, as long as they are subject to statutory professional secrecy rules or similar legal concepts under Applicable Laws or, in turn, are required to treat the Confidential Information as confidential on terms substantially the same as those set out in this Section 8.2;
(c) any Governmental Authority having jurisdiction over a Party to this Agreement, to the extent legally required, and then only after, to the extent permitted by law, informing the other Parties thereof and, to the extent possible, with sufficient notice in advance to permit the other Party to seek a protective order or other remedy;
(d) any Person to the extent required by any Applicable Laws, judicial process or the rules and regulations of any recognized stock exchange and then only subject to prior consultation with the other Parties;
(e) any intended assignee of the rights and interests of a Party under this Agreement or to a Person intending to acquire an interest in a Party to this Agreement as long as the intended assignee or acquirer in turn is required by that Party to treat the Confidential Information as confidential in favour of the other Parties on terms substantially the same as those set out in this Section 8.2; or
(f) the extent that the Confidential Information is in or lawfully comes into the public domain other than by breach of this Section 8.2.

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8.3 Expenses

Each Party shall be responsible for the expenses (including fees and disbursements of its advisors and agents) incurred by it in connection with the negotiation and settlement of this Agreement and the completion of the transactions contemplated by this Agreement and the Transaction Documents.

8.4 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 may be given by sending same by facsimile, email, prepaid first-class mail or by delivery by hand addressed to the Party to which the notice is to be given at the applicable address noted below. Any such notice, consent, waiver, direction or other communication, if sent by facsimile or email, shall be deemed to have been given and received at the time of receipt (if a Business Day or, if not, the next succeeding Business Day) unless actually received after 4:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been received on the next succeeding Business Day; if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lock-out or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof; or, if delivered by hand, shall be deemed to have been received on the day on which it is delivered (if a Business Day, if not, the next succeeding Business Day).

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

(a) To WDS:

Wellbeing Digital Sciences Inc. 275 Dundas Street, Unit A1605 London, Ontario, N6B 3L1

Attention: Najla Guthrie Email: [email protected] ~~REDACTED~~

(b) To the Buyer:

Cardinal Group Inc. 260 Adelaide Street East, Unit 211 Toronto, Ontario, M5A 1N1

Attention: Bill Panagiotakopoulos Email: [email protected] REDACTED

The failure to send or deliver to any Party’s counsel a copy of any notice, consent, waiver, direction or other communication given under this Section 8.4 shall not invalidate any such notice, consent, waiver, direction or other communication.

8.5 Time of Essence

Time is of the essence of this Agreement.

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8.6 Further Assurances

WDS and the Buyer shall, from time to time and at all times hereafter, at the request of the other but without further consideration, do all such other acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.

8.7 Counterparts and Electronic Signatures

This Agreement may be executed by the Parties in counterparts and may be delivered by facsimile or other means of electronic communication and all such counterparts, taken together, shall constitute one and the same agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.

8.8 Enurement

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors, legal representatives and permitted assigns.

8.9 Assignment

No Party may assign their rights under this Agreement without the prior written consent of the other Party.

8.10 Independent Legal Advice

Each of the Parties acknowledges that they: (a) have been advised by the other Parties to seek independent legal advice; (b) have sought such independent legal advice or deliberately decided not to do so; (c) understand their rights and obligations under this Agreement; and (d) are executing this Agreement voluntarily.

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