Common use of Amalgamation Clause in Contracts

Amalgamation. The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out. Each of FSD and ▇▇▇▇▇ acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. In furtherance of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements of the parties herein, each of Lucid, Subco, and FSD covenants and agrees to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. The Amalgamating Parties hereby agree ‌ Subject to amalgamate and continue as one corporation under the provisions of the Act upon the terms of this Agreement, each of Gamesquare and conditions hereinafter set out. Each of FSD Magnolia shall perform all their respective obligations required to be performed by them under this Agreement, co-operate with each other in connection therewith, and ▇▇▇▇▇ acknowledge do all such other acts and agree that things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Amalgamation and transactions contemplated in this Agreement and, without limiting the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. In furtherance generality of the foregoing, subject to the terms and conditions herein and on the basis each of the covenants, representations, warranties and agreements of the parties herein, each of Lucid, Subco, and FSD covenants and agrees toParties shall: (a) enter into apply for and use commercially reasonable efforts to obtain all regulatory approvals required in connection with this Agreement, the Amalgamation Agreement forthwith after receipt or any of the requisite approvals other transactions contemplated herein, and, in doing so, keep each other fully informed as to the status of the securityholders proceedings related to obtaining the regulatory approvals, including providing each other promptly with copies of each of Lucid all related applications and Subco notifications (other than with respect to confidential information contained in such applications and notifications), in a draft form prior to such applications and notifications being submitted, in order for the Amalgamation, all as further set forth hereinother party to provide its reasonable comments thereon; (b) co-operate with each otheruse commercially reasonable efforts to obtain all necessary waivers, as promptly as reasonably practicableconsents and approvals required to be obtained from, in the preparation and to deliver all notices required to be delivered to, other parties to any of all documents required by applicable legislation and/or regulation its material Contracts in connection with all securityholder required in respect this Agreement, the Amalgamation or any of the Amalgamation and the other matters transactions contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably requestherein; (c) use all commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and do any other transactions contemplated herein; (d) not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement; (e) defend all things necessary lawsuits or reasonably desirable on its part to facilitate other legal, regulatory or other proceedings against it challenging or affecting this Agreement or the implementation consummation of the Amalgamation or any of the other transactions contemplated hereby. Each of Gamesquare and all related matters Magnolia shall also provide to the other’s respective counsel on a timely basis copies of any notice of appearance or other documents served on it in respect of such a lawsuit or proceeding. In addition, each of Gamesquare and Magnolia will not object to legal counsel to the other party seeking leave or standing to make such submissions in connection therewith with such lawsuit or proceeding as set forth hereinsuch counsel considers appropriate, including:provided, however, that the other party is advised of the nature of any submissions prior to any hearing and such submissions are consistent with the terms of this Agreement and the Amalgamation; (if) obtaining such use commercially reasonable efforts to oppose, lift or rescind any injunction or restraining or other consentsorder or decree seeking to stop, orders or approvals as are necessary otherwise adversely affecting its ability to consummate, the Amalgamation or desirable to be obtained for the implementation any of the Amalgamation, other transactions contemplated hereby; (g) use commercially reasonable efforts to fulfil all conditions to closing contained in this Agreement that are within its power and preparing satisfy all provisions of this Agreement and delivering all necessary documents in connection therewiththe Amalgamation applicable to each of them; and (iih) subject other than with respect to obtaining holders of Gamesquare securities who have provided in writing for the approval benefit of Lucid Shareholders Magnolia, representations and warranties in form and substance satisfactory to Magnolia, acting reasonably, with respect to United States securities law matters necessary in order to permit the approval issue of FSD as securities of Magnolia pursuant to the sole shareholder of Subco and subject to Section 10: (A) Amalgamation under an exemption from the filing with the Director registration requirements of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); U.S. Securities Act and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documentsall applicable state securities laws, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.neither Gamesquare nor any person

Amalgamation. The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out. Each of FSD Carpincho and ▇▇▇▇▇ acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) the receipt of all regulatory approvals; and (b) the approval of the Amalgamation by the Lucid Shareholders shareholders of each of ▇▇▇▇▇ and by FSD as the sole shareholder of Subco Subco, all in accordance with the ActApplicable Laws. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties hereinherein contained, each of Lucid▇▇▇▇▇, Subco, Subco and FSD covenants Carpincho covenant and agrees agree to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid ▇▇▇▇▇ and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder and regulatory approvals required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth hereinherein prior to the Termination Deadline, including, without limiting the generality of the foregoing, as applicable: (i) the approval of the CSE for the listing of the New Carpincho Shares to be issued in connection with the Amalgamation; (ii) obtaining such other consents, orders or approvals as counsel to ▇▇▇▇▇, Subco and Carpincho may advise are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (iiiii) subject to obtaining the approval of Lucid Shareholders the holders ▇▇▇▇▇ Shares and the approval of FSD Carpincho as the sole shareholder of Subco and subject to Section 10Subco: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. The Amalgamating Parties hereby agree Subject to amalgamate and continue as one corporation under the provisions of the Act upon the terms of this Agreement, each of Desert Lion and conditions hereinafter set out. Each of FSD Camex shall perform all their respective obligations required to be performed by them under this Agreement, co-operate with each other in connection therewith, and ▇▇▇▇▇ acknowledge do all such other acts and agree that things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Amalgamation and transactions contemplated in this Agreement and, without limiting the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. In furtherance generality of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements each of the parties herein, each of Lucid, Subco, and FSD covenants and agrees toshall: (a) enter into apply for and use commercially reasonable efforts to obtain all regulatory approvals required in connection with this Agreement, the Amalgamation Agreement forthwith after receipt or any of the requisite approvals other transactions contemplated herein, and, in doing so, keep each other fully informed as to the status of the securityholders proceedings related to obtaining the regulatory approvals, including providing each other promptly with copies of each of Lucid all related applications and Subco notifications (other than with respect to confidential information contained in such applications and notifications), in a draft form prior to such applications and notifications being submitted, in order for the Amalgamation, all as further set forth hereinother party to provide its reasonable comments thereon; (b) co-operate with each otheruse commercially reasonable efforts to obtain all necessary waivers, as promptly as reasonably practicableconsents and approvals required to be obtained from, in the preparation and to deliver all notices required to be delivered to, other parties to any of all documents required by applicable legislation and/or regulation its material Contracts in connection with all securityholder required in respect this Agreement, the Amalgamation or any of the Amalgamation and the other matters transactions contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably requestherein; (c) use all commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and do any other transactions contemplated herein; (d) not knowingly take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement; (e) defend all things necessary lawsuits or reasonably desirable on its part to facilitate other legal, regulatory or other proceedings against it challenging or affecting this Agreement or the implementation consummation of the Amalgamation or any of the other transactions contemplated hereby. Each of Desert Lion and all related matters Camex shall also provide to the other’s respective counsel on a timely basis copies of any notice of appearance or other documents served on it in respect of such lawsuit or proceeding. In addition, each of Desert Lion and Camex will not object to legal counsel to the other party seeking leave or standing to make such submissions in connection therewith with such lawsuit or proceeding as set forth hereinsuch counsel considers appropriate, including:provided, however, that the other party is advised of the nature of any submissions prior to any hearing and such submissions are consistent with the terms of this Agreement and the Amalgamation; (if) obtaining such use commercially reasonable efforts to oppose, lift or rescind any injunction or restraining or other consentsorder or decree seeking to stop, orders or approvals as are necessary otherwise adversely affecting its ability to consummate, the Amalgamation or desirable to be obtained for the implementation any of the Amalgamation, other transactions contemplated hereby; 010017000-00145797; 2 35 (g) use commercially reasonable efforts to fulfil all conditions to closing contained in this Agreement that are within its power and preparing satisfy all provisions of this Agreement and delivering all necessary documents in connection therewiththe Amalgamation applicable to each of them; and (iih) subject other than with respect to obtaining holders of Desert Lion securities who have provided in writing for the approval benefit of Lucid Shareholders Camex, representations and warranties in form and substance satisfactory to Camex, acting reasonably, with respect to United States securities law matters necessary in order to permit the approval issue of FSD as securities of Camex pursuant to the sole shareholder of Subco and subject to Section 10: (A) Amalgamation under an exemption from the filing with the Director registration requirements of the Articles U.S. Securities Act and all applicable state securities laws, neither Desert Lion nor any person acting on its behalf shall distribute (and Desert Lion hereby confirms that it has not distributed), whether orally or in writing, to any holder of Amalgamation Desert Lion securities in the United States (as defined in Regulation S under the U.S. Securities Act) or to be made effective at 12:01 a.m. (Toronto time) on any address in the Effective Date (the “Effective Time”); and (B) the obtaining United States, any of the Certificate in that regard; and (d) take and cause Circular or any other information related to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated herebyAmalgamation.

Amalgamation. The Amalgamating Parties Corporation and Subco hereby agree to amalgamate and continue as one corporation under the provisions of the Act OBCA upon the terms and conditions hereinafter set out. Each of FSD and ▇▇▇▇▇ acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Actforth. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties hereinherein contained, each of Lucidthe Acquiror, Subco, Subco and FSD covenants the Corporation covenant and agrees agree to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals approval of the securityholders shareholders of each of Lucid the Corporation and Subco the Acquiror to the Amalgamation, all as further set forth hereinwhich Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereof; (b) The Acquiror shall effect the Consolidation and Name Change immediately prior to the Amalgamation; (c) co-operate with each other, as promptly as reasonably practicable, other in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect and issuance of the Amalgamation and the other matters contemplated hereby, Proxy Circulars and in connection therewith, each party shall therewith provide such the other parties with such information and material concerning its affairs as the such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Proxy Circulars and to make all such changes as are reasonably requested; (cd) co-operate with each other in the preparation and filing of the Listing Statement and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of Listing Statement, as applicable and to make all such changes as are reasonably requested; (e) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith therewith, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as set forth herein, including: applicable: (i) obtaining the approval of the Exchange for the listing thereon of the Canada Coal Shares on the Exchange; (ii) the approval of the NEX for the delisting of the Canada Coal Shares from the NEX; (iii) in the case of the Acquiror, effect the Name Change and Consolidation prior to the Effective Date; and (iv) obtain such other consents, orders or approvals as are may be necessary or desirable to be obtained for the implementation of the Amalgamation, including without limitation those referred to in Article 9 hereof, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (df) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. (a) The Amalgamating Parties hereby parties hereto agree to amalgamate effect the combination of an amalgamation among EmergeIT and continue as one corporation Exchangeco under the provisions of the Act Act, effective on or about August 31, 2016 (the actual date of such amalgamation, as evidenced by the filing and issuance of a certificate of amalgamation under the Act, being the “Effective Date”). (b) In furtherance of the completion of this Transaction on the Effective Date, (i) EmergeIT prepared and mailed as of July 25, 2016 a notice of meeting and form of proxy in compliance with applicable corporate and securities laws to the EmergeIT Shareholders, together with a draft copy of this Agreement; (ii) EmergeIT has called and held the EmergeIT shareholders meeting on August 5, 2016 for the purpose of approving the amalgamation resolution (the “Amalgamation Resolution”) which resolution has been approved; and (iii) Callco, as the sole shareholder of Exchangeco, has approved the Amalgamation Resolution. (c) Upon the satisfaction of the conditions precedent contained in this Agreement, including without limitation the receipt and approval of any shareholder consents and approvals required by Paid, and the completion of all regulatory filings required to be made on behalf of Paid in connection with the completion of the transactions contemplated hereby, EmergeIT and Exchangeco shall jointly complete and file Articles of Amalgamation, in duplicate, substantially in the form set forth in Schedule “B” hereto (with such modifications thereto as are mutually agreed by Paid and EmergeIT prior to the Effective Date), with the Director appointed under the Act, giving effect to the amalgamation of EmergeIT and Exchangeco upon and subject to the terms of this Agreement. (d) Upon the issue of a Certificate of Amalgamation giving effect to the amalgamation: (i) EmergeIT and Exchangeco shall be amalgamated and shall continue as one corporation (hereinafter referred to as “Amalco”) effective as of the Effective Date under the terms and conditions hereinafter set out. Each prescribed in this Agreement; (ii) Amalco shall possess all the property, rights, privileges and franchises and be subject to all the liabilities, including civil, criminal and quasi-criminal, and all the contracts, liabilities and debts of FSD each of EmergeIT and Exchangeco; (iii) a conviction against, or ruling, order or judgment in favour of or against EmergeIT or Exchangeco may be enforced by or against Amalco; (iv) the Articles of Amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco; and (v) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against EmergeIT or Exchangeco, before the Amalgamation has become effective. (e) The name of Amalco shall be ShipTime Canada Inc., or such other name determined by EmergeIT in its discretion on or prior to the Effective Date, failing which Amalco shall have the numbered company name issued and assigned by the Director under the Act. (f) The registered office of Amalco shall be at ▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledge and agree ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. (g) There shall be no restrictions on the business that Amalco may carry on or on the Amalgamation and powers Amalco may exercise. The articles of amalgamation of Amalco will contain customary share transfer restrictions requiring the matters related thereto as contemplated hereby are subject to the approval consent of the Amalgamation by board of directors of Amalco to any transfer of securities in addition to any other consent or approval required under applicable laws. (h) The by-laws of Amalco shall be the Lucid Shareholders and by FSD same as the sole shareholder existing by-laws of Subco EmergeIT. A copy of the proposed by-laws of Amalco may be examined at the following address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. (i) The board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of ten (10) directors, until changed in accordance with the Act. In furtherance of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements of the parties herein, each of Lucid, Subco, and FSD covenants and agrees to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director initial number of the Articles directors of Amalgamation to be made effective Amalco being fixed at 12:01 a.m. three (Toronto time3) on the Effective Date (the “Effective Time”); person(s) and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation first directors of the transactions contemplated hereby.Amalco being: ▇▇▇▇▇ ▇▇▇▇▇ Yes

Amalgamation. The Amalgamating Parties Corporations hereby agree to amalgamate and continue as one corporation under the provisions of the Act OBCA upon the terms and conditions hereinafter set out. Each of FSD CCC and ▇▇▇▇▇ GPAY acknowledge and agree that (i) the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) the approval receipt of all regulatory approvals; and (b) the receipt of all applicable approvals of the Amalgamation by the Lucid Shareholders shareholders of each of CCC and by FSD as the sole shareholder of Subco in accordance with the ActGPAY Subco. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties hereinherein contained, each of LucidCCC, Subco, GPAY Subco and FSD covenants GPAY covenant and agrees agree to: (a) Cause CCC and GPAY Subco to enter into the Amalgamation Agreement forthwith after receipt of all applicable regulatory approvals and the requisite approvals of the securityholders shareholders of each of Lucid CCC and GPAY Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation Amalgamation; (c) use all commercially reasonable efforts to obtain all applicable shareholder and all related matters regulatory approvals and file articles under the OBCA in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for with the implementation completion of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regardgive effect thereto; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out. Each of FSD Wesana and ▇▇▇▇▇ PsyTech acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to to: (a) the receipt of all regulatory approvals; and (b) the approval of the Amalgamation by the Lucid PsyTech Shareholders and by FSD Wesana as the sole shareholder of Subco in accordance with the Act. In furtherance of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements of the parties herein, each of LucidPsyTech, Subco, and FSD Wesana covenants and agrees to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid PsyTech and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder and regulatory approvals required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid PsyTech Shareholders and the approval of FSD Wesana as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out. Each of FSD and ▇▇▇▇▇ Lucid acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. In furtherance of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements of the parties herein, each of Lucid, Subco, and FSD covenants and agrees to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.