ZeU Technologies, Inc. — Merger & Acquisition 2021

Mar 4, 2021

Execution Copy

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement is made as of February 5, 2021 between:

Roxer NUF, a company incorporated w1der the laws of Norway, with company registration number 924 384 735, having its registered office in Oslo, Norway (the "Seller");

and

ZeU Technologies Inc., a company incorporated under the laws of Canada, having its registered office at 230 rue Notre-Dame Ouest, Montreal, QC, Canada H2Y 1 T3 (the "Buyer");

and

ZeUPay Inc,, a company incorporated under the laws of Canada, having its registered office at 1000 Sherbrooke Street W ., Suite 2700, Montreal, QC, Canada H3A3G4 (' ZeUPay").

1. Definitions.

In this share purchase agreement:

"Agreement" means this share purchase agreement. "Bus.iness" means the business of providing digital and physical payment services and payment card services as now conducted by the Company. "Change of Control'' means (i) any event as a result of or following which any p rson, or group of per ons "acting jointly or in concert" within the meat1ing of applicable securities laws, beneficially own or exercises control or direction over an aggregate of more than 50% of the then outstanding common shares in the capital of ZeUPay or (ii) the sale or other transfer of all or substantiaJly all of the consolidated assets of ZeUPay. A Change of Control will not inclucl a sale, merger, reorganization or other similar transaction if the previous holders of the common shares of ZeUPay hold at least 50% of the voting shares of such merged, reorganized or other continuing entity.

"Closing" means the completion of he Purchase on the Closing Date. "Closing Date" means Febrnary 17, 2021 or such other date as may be agreed by the Parties. "Company" means Prego International Group AS, a limited liability company incorporated under the laws of orway, with company registration number 919488182, having its head office at Wergelandsvei 7, 0167 Oslo, Norway. "Computer Systems" means all computer hardware, servers, peripheral equipment, software and finnware, (including operating system, virtualization, runtime, m iddleware and applications software),

Fell! Ukjent dokumentegenskapsnavn.

databases, raw and processed data, technology infrastructure (including telecommunications equipment), hosted systems, software. as a service, platfonn as a service, infrastructure as a service, and other computer systems and services that are used by or accessible to the Company to receive, store, process or transmit data to carry on the Business or to carry on its day to day operations and affairs

• "Consideration Shares"

has the meaning given to it in Section 6.

• "Consideration Warrants"

has the meaning given to it in Section 6.

• "CSE" means the Canadian Securities Exchange.

• "Data Room"

means the virtual data room made available to tbe Buyer.

• "Due Diligence Investigation"

has the meaning given to it in Section 12.

• "Encumbrance"

means any claim, charge, mortgage, security, lien, pledge, option, retention of title, right of pre-emption, and right of first refosal or security interest of any kind.

• "Going Public Transaction"

• means the occuJTence of any going public transaction, including an initial public offering of the securities of ZeUPay, or the Company, or a reverse takeover.

• "Intellectual Property"

• means all registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, trade names, domain names, logos, patents, patent applications, inventions, registered and unregistered design rights, copyrights, trade secrets, database rights and similar proprietary rights (including know-how) including any registration of such rights and applications and rights to apply for such registrations, that are owned or used by the Company.

• "Interim Period"

• "Liquidity Event"

• means the period f[r] om and including the date of this Agreement to and including the Closing Date.

• means the occurrence of any Going Public Transaction, or upon the occurrence of one of the fol lowing events: (i) the sale of all or substantially all of the assets of the ZeUPay, or the Company, (ii) a Change of Control transaction including a merger, sale, or consolidation other than pursuant to a Going Public Transaction, or (iii) the completion of an additional equity financing.

• "Loss"

has the meaning given to it in Section 10.

• "Maturity Date"

"Party"

bas the meaning given to it in Section 6.

means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

Page 2 av 16

Feil! Ukjent dokumentegenskapsnavn.

· ''Pur h c' mean Lh tran a lion of purchase and sal of the Purch eel hares contcmplaLed by this Agreement. "Purchase Price has them aning given to it in Section 6. ''Purcha d hares' means all Lhe issued and outstanding shares in the capital of the Company, bein 300 000,000 share with a par value of NOK 0,00 I each for a total share capital of NOK 300 000 (CDN$44. 762). "Statement of mpletenes " ha th m , nin given to it in ection 12. ZeUPa D bentures' ha th meaning given to it in ection 6.

1. Background.

The eJler is the registered and beneficial owner f the Purchased Share .

The ornpany provides digital and physical payment services ai1d payment card ervices for its custom r gl bally. Tbe cu tomer hav a contracted relationship with the ompany and con equently none of the cu t me1 hav a relationship with the II r. The Company has contracted mploye s whereby the lier ul pr vide necessary support to th Company.

The er i a Canadian company p r ting mainl ithin the bl hain and digital curr n egment and want t e ·:pand further into a global fintech mark t. he Partie en i a lhat lh perati n f both the Bu er and th ompany will b improv d ith a closer c operation b tw en the Buyer and the ompany.

ZeUPay is a wholly owned subsidiary f the Buyer.

3. ale and Transfer ofShan.--s.

Upon and subject to the terms and condition of thi Agreement, th 'eller shall ell and tran fer t Ze Pa and the Buyer through Z Pa shall purchase from th Iler th Purchased Shar � r the Purchase Price.

4. ouditions Precedent.

conditions: he losing shall be conditional upon the satisfaction of the following

• (a) this Agreement has b en approved by the board f director of the Seller;

• (b) this Agreement ha been approved by the board f dil'ectors of each of 1he Buyer and ZeUPay, as applicable·

• (c) the Due Dilig nc [n e tigation has been complc� d in accordance with Secti n 12 and the BuJ er h n t identified a material breach or a poli ntial material br ach f the repre entati n and\ arranties contained in thi gr m nt;

• (d) no chang shall have occurred in the operations, condition affairs or prospects of the Business, financial or other, including any change arising as a result of a chang in applicable law or the revocation of any licen , other than changes i.n the or l.inary course of husine. s which, in the reasonabl busine s judgment of the Buyer, are not expected to be materially adverse to the Corporati n or the Business; and

Pag a 16

Fell! Ukjent dokumentegenskapsnavn.

• (e) regulatory approval of the transaction f[r] om the CSE has been obtained.

If the conditions precedent contained in this Section 4 have not been fulfilled or waived on or before February 17, 2021, the provisions of this Agreement and the respective obligations of the Parties hereunder shall cease, and this Agreement shall terminate, and no Party shall have any clajm against any other Party.

5. Time and Place of Closing.

The Closing shall take place on the Closing Date at the premises of the Buyer, provided all conditions precedent in Section 4 of this Agreement have been complied with or waived by the relevant Party.

On Closing, the Buyer shall atTange to transfer to the Seller the Purchase Price, and the Seller shall transfer and deliver to the Buyer the share register of the Company where the Buyer is listed as the owner of the Purchased Shares, provided that it is confirmed that the Purchase Price in Section 6 has been transferred.

The transfer of the Purchased Shares, the Consideration Shares, the Consideration Warrants and the ZeUPay Debentures shall have accounting effect no later than February 20, 2021.

6. The Purchase Price.

The purchase price payable by the Buyer to the Seller for the Purchased Shares (the "Purchase f Price") shall be an amount equal to CDN$8, 125,000, which shall be paid and satisied as follows:

• (a) 2,500,000 common shares of the Buyer (the "Consideration Shares") at a deemed price of CDN$0.25 per Consideration Share for an aggregate price of CDN$625,000, which will be subject to a volunta1y resale restriction of one year f om the Closing Date, and subject to a voting pool agreement in favor of the board of directors of the Buyer;

• (b) CDN$7,500,000 aggregate principal amount of convertible debentures (the "ZeUPay Debentures") of ZeUPay; and

• (c) 7,500,000 non-transferable common share purchase wanants of the Buyer (the "Consideration Warrants"), with each Consideration Warrant entitling the holder thereof to acquire one common share of the Buyer at a price of (i) CDN$0.90 for a period of 12 months following the Closing Date or (ii) CDN$1.50 for a period of 12 months following the date that is 12 months from the Closing Date.

The transfer contemplated by Section 3 hereof shall take place on the Closing Date, on the premises of the Buyer, provided all conditions precedent as set out in Section 4 of this Agreement have been complied with or waived by the relevant Party.

The principal amount of the ZeUPay Debentures will bear interest at a rate of 6% per annum from and including their date of issue until the earlier of their date of conversion and the date which is 48 months from the Closing Date (the "Maturity Date") and will be redeemable at any time until the Maturity Date.

The principal amount of the ZeUPay Debentures, together with the interest accrued thereon, will automatically convert into common shares of ZeUPay on the earlier of: (i) the Maturity Date; and (ii) a Liquidity Event, at a conversion price equal to the higher of: (a) $1.00; and (b) last financing price of ZeUPay.

Fell! Ukjent dokumentegenskapsnavn.

Holders of the ZeUPay Debentures wilt also have the option at any time after the Closing Date a:nd prior to the earlier of: (i) the Maturity Date, and (ii) a Liquidity Event, to convert all of the outstanding principal amount of the ZeUPay Debentures, together with the interest accrued thereon, into common shares of the Buyer at a price equal to the higher of: (a) $1.00; and (b) the 5-day volume-weighted average price of the common shares of 1J1e Buyer on the CSE.

The Consideration Shares and common shares of the Buyer issuable upon conversion of the ZeUPay Debentures will be SLIQject to subject to a voluntary resale restriction of one year from the Closing Date, or the date of conversion, respectively.

7. Nominated Board and Management Positions.

Upon Closing, Ronald Eriksen will be appointed as a director of the Buyer.

Upon Closing, the following persons will be appointed as directors of ZeUPay:

• (a) Ronald Eriksen; and

• Martin Halvorsen.

Upon Closing, the following persons will be appointed as officers of ZeUPay:

• (a) Ronald Eriksen as President and Chief Executive Officer; and

• (b) Martin Halvorsen as Chief Technology Officer.

The Parties agree that the current work contracts approved by th board of directors of the Buyer and ZeUPay, as applicable will remain as valid contractual arrangements for the employees of the Buyer and ZeUPay, as applicable, for a minimum time of 12 months from the Closing Date, with 2022. the terms and conditions of such conti-acts further reviewed after March 1,

rsons: Upon Closing the board of directors of the Company will comprise of the following pe

• (a) Ronald Eriksen;

• (b) Martin Halvorsen; and

• (c) Patricia Popert-Fo1iier.

Upon Closing, the officers of the Company will be:

• (a) Ronald Eriksen as President and Chief Executive Officer;

• (b) Martin Halvorsen as Chief Technology Officer; and

• (c) Mark Billings as ChiefFinancial Officer.

8. Covenants.

During the Interim Period, except as otherwise consented to by the Buyer in writing, the SeUer shall and shall cause the Company:

I

Page 5 av 16

J

Fell! Ukjent dokumentegenskapsnavn.

• (a) To (a) ca1Ty on the current Business in the usual and ordinary course in substantially the same manner as previously conducted and to preserve intact its present business organization; (b) use all reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it; (c) maintain all its physical assets in reasonably good condition and repair; (d) maintain its books, records and accounts in the ordina,y course of business; and (e) to take any and all such further actions reasonably requested by the Buyer to the end that the Business shall not be impaired in any material respect at the Closing Date.

• (b) Not to make any amendment to the tenns and conditions of the employment or engagement of any director, employ any personnel or engage or appoint any additional director.

• (c) Not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any company or otherwise acquire any business; and not to amend or approve any amendment to its constating documents or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any shares or sectu-ities convertible into shares of the Company, or otherwise effect any corporate reorganization.

• (d) Not to pay any dividend or other dish·ibution to shareholders of the Company.

• (e) Not to make any change to its articles of association.

• (t) Not make any material changes in the business principles previously applied by the Company. If such changes are carried out with consent of the Buyer, after such changes are made the Seller shall keep the Buyer fully informed of the changes and the results.

• (g) Not to acquire or agree to acquire or dispose of or agree to dispose of any material asset of the Company or enter into or amend any material contract or a,i-angement other than in the ordinary course of business.

• (h) Not to enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of its assets.

• (i) Not to incur any additional indebtedness otherwise than in the ordinary course of business.

• U) Not to do anything that would cause any of the representations and warranties of the Seller under this Agreement to be false or misleading.

During the Interim Period, the Seller shall cause the Company to inform fl1e Buyer of any plans or actions contemplated by the Company to enter into any major contract or commitment. Major in this context means contract or commitments which are either:

• (a) in excess of CDN$500,000 on a yearly basis; or

• (b) which cannot be terminated within 3 months' notice or less.

The Buyer, on behalf of ZeUPay, shall settle the Company's accumulated unpaid salaries to its staf and its shareholders loans as set out in the interim balance sheet as of December 31, 2020. The settlement shall be as follows: (i) 80% through the issuance of common shares of the Buyer and (ii) 20% paid in

Page 6 av 16

Fell! Ukjent dokumentegenskapsnavn.

cash, payable on June 30, 2021, following a settlement scheme of arrangement agreed by March 31, 2021.

9. Seller RepresentatioJ1s and Warranties,

The Seller represents and warrants to the Buyer the following as of the date hereof and as of the Closing Date and acknowledges that the Buyer is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase:

• (a) The Company is a company with limited liability (AS or "aksjeselskap '') duly established and validly existing under the laws of Norway with full power to own, sell and operate its property, carry on its Business as it is now being conducted, dispose of the Purchased Shares and to execute and deliver this Agreement and to consummate the Purchase and otherwise perform its obligations under this Agreement.

• The execution and delivery of this Agreement and the consummation of the Purchase have been duly and validly authorized by all necessary corporate actions on the part of the Seller and its shareholders.

• (c) This Agreement has been duly and validly executed and delivered by the Seller and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject only as to enforcement, to bankruptcy, insolvency and other laws affecting creditors right generally and to general principles of equity.

• (d) The Seller legally and beneficially owns and controls all of the Purchased Share· with good and marketable title free and clear of any Encumbrances, adver e claim or claims of others.

• (e) No person other than tJ1e Buyer has any written or oral agreement, option understanding or commitment, or any right: or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for:

• (i) the purcha e, subscription, allotment or issuance of, or conversion into any of the unissued shares in the capital of the Company or any securities of the Company;

• (ii) the purchase or other acquisition f[r] om the Seller of any of the Purchased Shares; or

• (iii) the purchase or other acquisition from the Company of any of its undertaking, property or assets, other than in the ordinary course of business.

• (f) There are no restrictions of any kind on the transfer of any ofthe Purchased Shares except those set out in the constating documents of the Company.

• (g) The authorized capital of the Company consists of common shares, of which only the Purchased Shares are issued and outstanding. All of the Purchased Shares have been duly authorized, are validly issued in accordance with applicable law and are outstanding as fully paid and non-assessable shares in lhe capital of the Company. Upon con ummation of the transactions contemplated by thi Agreement, the Buyer shall own all of the Purchased Shares, free and clear of all Encumbrances. one of the Purchased Shares were issued in violation of tJ1e articles of incorporation, by-laws or other

Page 7 av 16

Feil! Ukjent dokumentegenskapsnavn.

constating documents of the Company, any agreement, an-angement or commitment to which the Seller or the Company is a party or is subject to or in violation of�my pre­ emptive or similar rights of any person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of the Company or obligating the Seller or the Company to issue or sell any shares of, or any otl1er securities or interest in, the Company.

• (h) The Company has not received any indication that any significant customer will or may cease to deal with the Company as a result of the sale of the Purchased Shares or for any other reason. The relationships of the Company with each of its principal customers are satisfactory and there are no unresolved disputes witb any such customers.

• The properties and assets owned or leased by the Company constitute all the property and assets used or held for use in connection with the Business and are sufficient for the conduct of the Business as currently and typically conducted and include all proprietary rights, trade secrets and other property and assets, tangible and intangible, applicable to or used in connection with the Business. Neither the Seller nor any other person owns any property or assets which are being used in or are reasonably necessary to carry on the Business in the ordi11ary course of business except property or assets leased or licensed to the Company as disclosed in this Agreement.

• (i)

• (j) The Company is not a party to or bound by any agreement or commitment which would restrict or limit its rights to carry on or compete in any business or activity or to solicit business or personnel from any person or in any geographical area or otherwise to conduct the Business as currently conducted and as proposed to be conducted. The Company is not subject to any legislation or any judgment, order or requirement of any court or otlier governmental authority which is not of general application to persons carrying on a business s.imilar to the Business. To the Seller's knowledge, there are no facts or circumstances which could materially adversely affect the ability of the Company to continue to operate the Busi11ess as presently conducted after Closing.

• (k) Tbe annual accounts of the Company as of December 31, 2017, December 31, 2018 and December 31, 2019 are accurate, complete and approved by law in all respects, reflect correctly the Company's financial position, assets and liabilities and are prepared on a consistent basis in accordance with past practice and applicable law and in accordance with applicable accounting principles, standards and practices generally accepted in Norway. The annual accounts are not audited and are not required to be audited. The financial staternents consist of the profit and loss statements and the balance sheets of the Company as of December 31, 2017, December 31,2018 and December 31, 2019, and have been provided to the Buyer in the Data Room.

• (I) The interim management accounts of the Company as of December 31, 2020 are accurate and complete in all respects, reflect correctly the Company's financial position, assets and liabilities and are prepared on a consistent basis in accordance with past practice and applicable law and in accordance with accounting principles, standards and practices generally accepted in Norway. The interim 2020 management accounts consist of the profit and loss statement and the balance sheet of the Company as of December 31, 2020 and have been provided to the Buyer in the Data Room.

• (m)

There are no liabilities of the Company other than:

• (i) liabilities disclosed or provided for in the respective annual accounts of the Company as ofDecember 31, 2019;

==> picture [143 x 61] intentionally omitted <==

Feil! Ukjent dokumentegenskapsnavn.

• (ii) liabilities incurred in the ordinary course of business, reflected in the interim management accounts of the Company as of December 31, 2020; and

• (iii) liabilities disclosed in this Agreement.

• (n) Since December 31, 2019, as regards the Company:

• (i) there bas been no material adverse change in the financial or trading position or prospects or turnover and no event, fact or matter has occurred which will give rise to any such change, other than as has been disclosed in the non-audited management accounts of the Company as of December 31, 2020;

• (ii) the Business has been carried on in the ordinary course, without any inte11·uption or alteration in its nature, scope or manner;

• (iii) it has not waived, cancelled or written off any rights, claims, accounts receivable or any amounts payable to the Company;

• (iv) there has been no damage, destruction or loss (whether or not covered by insurance) which has materially adversely affected or could materially adversel y affect the Bu iness or the financial condition of the Company;

• (v) it has not entered into any transaction or assumed or incurred any liabilities (including contingent liabilities) or made any payment not provided for in the respective annual accounts for the years ended December 31, 2019 and December 3 I, 2020, other than in the ordina1y course of carrying 011 its Busines ;

• (vi) no dividend or other distribution has been declared made or paid except as provided for in the relevant balance sheet;

• (vii) no redemption or agreement to redeem or purchase any of its shares has been made; and

• (viii) no insurance claims have been refused or settled below the amount claimed.

• (o) The books of accounts and other records of whatsoever kind of the Company are up-to­ date and kept in good order in accordance with applicable legal requirements and contain complete and accurate records of all matters required to be dealt with in such books and all such books and records and all other documents (including documents of title, share registers, minutes, pe11nits, licenses, technical documents and agreements and other commercial documents) which are the property of the Company or ought to be in its possession are in its possession or under its control and no notice or allegation that any is incorrect or should be rectified has been received.

• (p)

The Company has no pension commitments to former employees or other persons.

• (q) The Company has not entered into any material agreements other than the agreements listed in the "Enclosure DD files" folder of the Data Room, no such agreements provide for the Company to perform unusual or onerous commitments, and the Compm1y has complied with the terms of the agreements, there being no ground. for rescission, avoidance or repudiation of any of such contracts and no notice of termination or intention of termination has been received in respect thereof.

==> picture [139 x 48] intentionally omitted <==

Feil! Ukjent dokumentegen'ski,"psnavn.

• (r) The Company:

• (i) is not party to any commitment, contract or arrangement which is of a loss­ making nature (that is, known to be highly likely to result in a loss on completion of performance) or which cannot readily be fulfilled or performed on time without undue or unusual expenditure of money or effort;

• (ii) is not and bas not agreed to become, a member of any joint venture, consortium, or other unincorporated association; and

• (iii) has disclosed all material contracts in the "Enclosure DD tiles" folder of the Data Room.

• (s) The Company has not provided any guarantee for any debts or any other obligations other than the debts and obligations that appear on the annual accounts of the Company as of December 31, 2019 and the interim management accounts of the Company as of December 31, 2020.

• (t) The Company is not a part to and there are no threatened or pending lawsuits, litigations or other form of legal disputes including any dispute or administrative proceedings with any official body or government agency.

• (u) The Company has all necessary permissions, licences, authorisations certificates and approvals for the operation of its Business.

• (v) The Company:

• (i) has filed with the appropriate tax authorities the tax returns and repo1ts in respect of taxes required to be filed with such tax authorities and no such filing contains any material misstatement or om its any statement of any material fact;

• (ii) has paid to the appropriate tax authorities the taxes due according to tax returns, which have been submitted to the tax authority or according to orders to pay issued by the tax authorities;

• (iii) is not in default in respect of taxes for any year or part thereof ofthe taxable years prior to the Closing Date;

• (iv) is not required to pay additional taxes other than those arising from the ordinary course of business until the Closing Date; and

• (v) all taxes required to be paid have been paid in due time and there has not been given or has been granted any waiver or extension of any period of limitation governing the time of assessment or collection of any taxes.

• (w) The Company is the owner of and has good and marketable title to all of its properties and assets, free and clear of all Encumbrances. There are no agreements or commitments to purchase proper[t] y or assets by the Company, other than in the ordjnaiy course of business. The properties and assets owned and leased by the Company are sufficient to perm it the continued operation of the Business after the Closing Date in substantially the same manner as currently conducted.

==> picture [148 x 61] intentionally omitted <==

Fell! Ukjent dokumentegenskapsnavn.

• (x) The f ntellectual Property is val id, enforceab le and subsisting and the Intellectual Property includes all of the Intellectual Property necessary to carry on the Business as currently conducted. There are no facts that reasonably could be expected to render any of the Intellectu al Property invalid or unenforceable or adversely affect the ab i .lity of the

• Company to use the I11tellectual Property immediately following the C los ing Date in the same manner used and contemplated to be used by the Company prior to the Closing Date.

• (y) The Company has good and valid title to al l of the Intellectual Property, free and clear of any and all Encumbrances, except in the case of any Intellectual Property licensed to the Company. Copies of all agreements whereby any rights in any of the Intellectual Propetty have b n granted or l icensed to the Company have been provided to the Buyer. A l l such agreements are in good stand ing and in fu l l force and effect and enforceable by the Company in accordance with their terms. No royalty or other f is required to be paid by the Company to any other person in respect of the use of any of the Intellectual Property except as provided in such agreements de l ivered to the Buyer.

• (z) The Company has the exclusive right to use al l of the Inte llectual Property and has not granted any license or ri ghts to any other person in respect of the f ntel lectual Property.

• (aa) one of the rights of the Company in the Intellectual Property wi l l be impaired or Purchase.

• affected in any way by the

• (bb) The conduct of the Business and the use of the Jntellectual Property do not in fringe, m isappropriate or otherw ise violate or conflict with any inte Hectu al property or proprieta1y right of any other person. The Company has not received any notice complaint, threat or claim alleging i nfr inge ment or misappropriation of any i nte llectua l property or proprietary right of any other person. No person has cha l lenged or threatened to challenge the val id ity, enforceability or reg istrab i l i ly of the lntellectual Property or the rights of the Compan y to any of the Intel lectual Prope1ty. W ithout offers or

• l im iting the foregoing, neither the Company nor the Sel ler has received any invitations to enter into a licence with respect to patents or copyrights included in the I nte l lec tual Property or to pay for a re lease for patent inf[r] ingement.

• (cc) Nothing has come to the attention of the Seller or the Company to the effect that any person may be infringing or misappropriating any rights in the Intellectual Prope11y and there is no claim pending, asserted or tlu·eatened by the Company against any person concern ing the foregoing.

• (dd) A l l current and former employees of the Company, and all current and fonner consu ltants and contractors retained by the Company, have executed and de livered to the Company written agreements in which they agree to maintain the confideut iality of ntel lectual

• confidential Intellectual Property, assign to the Company any rights in I Property wh ich may arise in their nam e, and have provided written, unrestricted waivers of all moral rights in copyrighted works included in the Intellectual Property, which waivers may be invoked by any person authorized by the Company to use the copyrighted works. I n each case where the Company has acquired ownership of any lntellectual Property f[r] om any person, the Company has obtained a valid and en forceable assignment sufficient to irrevocably assign to the Company ownership of and al l right title and interest to such Intellectual Property.

• (ee) The Computer Systems adequately meet the data processing and otber computing needs of the business and operations of the Company as presently conducted. The Computer Systems function, operate, process and compute in accordance with all applicable laws,

Page 1 1 av 1 6

Fei l ! U kjent doku mentegenskapsnavn.

industry standards and trade practices and are in good operating condition, substantially f[r] ee of material defects in design, programming and implementation.

• (ff) All the source code for the computer software used in the Company's Computer Systems (other than unmodified, commercial off-the-shelf computer software generally available to the public or businesses) is in the possession of the Company.

• (gg) The Company is, and has always been, conducting the Business in compliance with all applicable law relating to or governing (i) the collection, compilation, use, storage, security, disclosure and transfer of user data and personal information, (ii) sending, causing or permitting to be sent to an electronic address a commercial electronic message, and (iii) installing or causiDg to be installed a computer program on any other person's computer systems.

• (hh) The Company has taken commercially reasonable administrative, technical and physical measures to ensure that all user data and personal information is protected against loss, damage, and unauthorized access, use, modification or other misuse. There has been no loss, damage, or unauthorized access, use, disclosure, modification, or other misuse of any user data and personal information maintained by or on behalfof the Company. No person or governmental authority has made any written complaint or claim or commenced any investigation, claim or proceeding with respect to loss, damage, or unauthorized access, use, disclosure, modification, or other misuse of any user data and personal infom1ation, and to the Seller's knowledge, there is no reasonable basis for any such claim, complaint, investigation or proceeding.

10. Indemnification by Seller.

The Seller agrees to defend, indemnify and hold the Buyer harmless from and against any diJ-ect loss, liability, claim, damage, cost or expenses ("Loss") which the Buyer suffers as a result of or due to any breach of warranty of the Seller contained herein. Notwithstanding the foregoing, the Buyer cannot claim compensation for any individual Loss less than CDN$50,000 and cannot claim compensation if the total Loss is less than CDN$50,000 (in which case the full Loss shall be compensated and not only the Loss exceeding CDN$50,000). Furthermore, the Seller's liability under the representations and warranties in Section 9 is limited to CDN$50,000.

It is acknowledged that Loss shall be calculated on the basis of the cost of restoring lhe position of the Company and the Buyer to that which would have existed had there been no breach of warranty giving rise to a claim hereunder.

When calculating the Loss, actual positive tax consequences for the Buyer (including actual positive tax consequences for the Company) shall be taken into account, and if applicable reduce the claim.

The Buyer shall give notice in writing to the Seller of any claim under this Section 10 within three days from the time when it becomes aware of such potential claim. Such notification shall in reasonable detail set out and specify the claim and its factual basis. Notifications given as a consequence of findings under the Due Diligence Investigation is covered by Section 12 below.

If a breach of warranties is fundamental and cannot be remedied by economic compensation or otherwise, or in case of fraudulent misrepresentation, the Buyer may terminate or rescind this Agreement with three days' written notice.

The Seller shall have no liability (for indemnification or otherwise) with respect to any representation or warranty in Section 9 unless the Buyer notifies the Seller in writing on or before February 17, 2021.

==> picture [151 x 53] intentionally omitted <==

Feil� Ukjent dokumentegenskapsnavn.

11. Buyer Warranties.

The Buyer and ZeUPay, a applicable, represent and warrant to the Seller the following as of the date hereof and as of the Closing Date, and acknowledge that the Seller is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase:

• (a) The Buyer is a corporation validly incorporated and existing under the federal laws of Canada.

• (b) ZeUPay is a corporation validly incorporated and existing under the federal laws of Canada.

• (c) Each of the Buyer and ZeOPay has all requisite corporate power and authority exist to enter into this Agreement and carry out the transaction contemplated hereby.

• (d) The execution and delivery of this Agreement by each of the Buyer and ZeUPay, the performance by each of the Buyer and ZeUPay of its obligations hereunder and the consummation by each of tl1e Buyer and ZeUPay of the tr[a] nsactions contemplated hereby has been duly authorised by all requisite corporate actions on the part of Buyer and ZeUPay, as applfoable, and this Agreement is, and as of the Closing Date will be, a legal, valid and binding obligation of each of the Buyer and ZeUPay enforceable against them i:n accordance with it terms.

12. Due Diligence.

The Seller has provided the Buyer with access to the Data Room to allow the Buyer to perform financial and legal due diligence investigation of the Company (the "Due Diligence Investigation").

The Seller shall use its best efforts to ensure that all necessary documents and other in[f] ormation requested by the Buyer regarding the Company are promptly made available to Buyer and the Buyer's representatives and prote sional advisers.

The Company shall use it best efforts to ensure th availability and co�operation of its key personnel, auditors and other consultants in connection with the Due Diligence lnvestigation.

The Buyer shall commence the Due Diligence Investigation no later than February 5 202 L and shall complete the Due Diligence fnvestigation on or before February 17, 2021. The Seller and the Company shall, at tl1e request of the Buyer in connection with the Due Diligence [:nvestigation, make available all documents and all personnel as requested.

If during the Due Diligence Investigation, the Buyer discovers any breach of the representations or warranties given under Section 9 of this Agreement, the Buyer can, provided that a single or individual Loss exceeds CDN$l00,000 and aggregated Loss exceeds CON$ L00,000 claim an adjustment of the Purchase Price, such adjustment to be detennined by mutual agreement of d1e Parties.

Jf a claim for breacb of the representations or warranties given under Section 9 of this Agreement exceeds an aggregated amount of C DN$1,000,000, the Parties shall endeavour to agree on an adjustment of the Purchase Price. If the Parties fail to agree on an adjustment of the Purchase Price within LO days of the notice of claim for breach given by the Buyer under this Section 12, the Buyer may tenninate d1is Agreement wid1 immediate effect, upon which termination the provisions of this Agreement and the respective obligations of the Parties shall cease, and no Party shall have any claim against the other Party.

Page 13 av 16

Feil! Ukjent dokumentegenskapsnavn.

13. Confidentiality.

The content of this Agreement is confidential and shall not be communicated to any other person by Parties, other than as necessary for making of this Agreement, its performance by the Parties or as otherwise required by law. The Parties shall treat all discussions and all correspondence in respect of this Agreement as confidential. The Seller and the Buyer shall co-operate in connection with the content of any announcement of this Agreement to employees, customers, suppliers and the media. The Buyer and the Seller agree that, except as may be required to comply with applicable law or regulation, no press release or other public announcement or communication will be made or caused to be made concerning th is Agreement, unless specifically approved in advance by the Parties (which approval shall not be unreasonably withheld or delayed). Any such public announcement required by applicable law or regulation shall, to the ex.tent practicable, only be made after reasonable notice to the other Party. Despite the provisions made above the Buyer is entitled to infonn a third party if such information is required by law or by an agreement between the Buyer or its affiliated companies and a registered public stock ex.change. The Seller acknowledges that the Buyer may in a prudent manner, without prior approval by the Seller, disclose information to third parties about th is Agreement and the Buyer undertakes to keep the Seller informed of such disclosure.

14. Expenses.

Each of the Parties shall be responsible for its own expenses in connection with the preparation and the entering into of the Agreement.

15. Notices.

Any notice, claim, demand or request required or pennitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made when it is delivered by hand, airmail or facsimile to the Party to which it is required or permitted to be given or made at the Parties' address specified below:

==> picture [34 x 14] intentionally omitted <==

ZeU Technologies Inc. 230, rue Notre-Dame Ouest Montreal, QC H2Y 1 T3 Attention: President Email: [email]

ZeUPay: ZeUPaylnc. 230, rue Notre-Dame Ouest Montreal, QC H2Y I T3 Attention: President Email: [email]

Seller: RoxerNUF AS W ergelandsvei 7, 0167 Oslo Norway Attention: Chainnan of the Board of Directors Email.: [email]

All notices and other communications required or permitted under this Agreement that are addressed as provided in this Section 15 shall be deemed delivered to and received by the respective Party on the next working day if sent by facsimile or ainnail or at the time of de] ivery if delivered by hand.

==> picture [155 x 53] intentionally omitted <==

Feil! Ukjent dokumentegenskapsnavn.

16. Amendments.

The Agreement may be amended, modified or supplemented only by written agreement of the Parties.

17. Waiver.

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the Parties to this Agreement entitled to grant the waiver. o failure to exercise, indulgence, forbearance or other accommodation, and no delay in exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision

18. Severability.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not a[f] fect:

• (a) the legality, valldi[ty ] or enforceability of the remaining provisions of this Agreement[; ] or

• (b) the legality, validi[ty ] or enforceability of that provision in any other[j] urisdiction.

19. Assignment and Enurement.

No Party may assign its rights or obligations under this Agreement without the prior written con ent of the other Parties. The Buyer may, without such consent in writing, assign, directly or indirectly, its rights[(] but not its obligations[) ] hereunder to any of its wholly owned subsidiaries, provided however, that no such assignment shall relieve the Buyer of its obligations hereunder. Any purported assignment of rights or delegation of obligations in violation of this ection 19 shall be to null and void and of no effect. This Agreement enures the benefit of and binds the Partie and their respective successors and permitted as igns.

20. Counterparts and Electronic Signatures.

This Agreement and any other documents to be delivered pursuant to this Agreement may be executed and delivered in[(] a[) ] any number of counterparts, each of which when executed and de I ivered is an oi·iginal but al I of which taken together constitute one and the same instrument, and (b) either paper form or it.1 digital form by electronic transmission in PDF fonnat or by way of an electroni ll c signature platform. Any such digital execution and delivery sha constitLtte effective execution and delivery of this Agreement and such other documents.

21. Governing law. Arbitration.

This Agreement shall be governed by and construed in accordance with Norwegian law. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the rules given in the Norwegian civil procedures act chapter 32, or in accordance with the new Norwegian law on arbitration if the dispute arises after this law has been set in force.

[The remainder of this page is intentionally left blank.]

Page 15 av 16

Fell! Ukjent dokumentegenskapsnavn.

FRANK DUMAS CEO

FRANK DUMAS DIRECTOR