Common use of Amalgamation Clause in Contracts

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, under which UHC at the Effective Time: 2.2.1 SubCo and Subco Mijem will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection Amalco with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelledname "Mijem Inc."; (ii) each UHC Class A Share 2.2.2 Each holder of Mijem Common Shares shall be exchanged for 1.33 receive 0.3576 fully paid and non-assessable Vesta Great Oak Shares and for each one Mijem Common Share held by each such holder (the UHC "Exchange Ratio") which: (A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares, (B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares, (C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares, (D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares thus exchanged shall be cancelled; (iii) the Subco 2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share will held by each such holder following which all such Mijem Class A Shares shall be cancelled and replaced by one Amalco Common Sharecancelled; (iv) each UHC Warrant 2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be replaced exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with 1.33 Vesta UHC the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); 2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D); (v) 2.2.6 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each UHC Comp Warrant one SubCo Share held by the Acquiror, following which all such SubCo Shares shall be replaced with one Vesta UHC Replacement Comp Warrantcancelled; (vi) as 2.2.7 In consideration for of the issuance of the Vesta Shares Amalgamation Securities pursuant to effect the AmalgamationSection 2.2.2, Amalco will shall issue to Vesta the Acquiror one Amalco Common Shares Share for each Vesta Share issued to holders of UHC Sharesthe Amalgamation Securities issued; (vii) all 2.2.8 The Amalgamation Securities shall be issued as fully paid in consideration of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all cancellation of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Mijem Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Time; 2.2.9 Amalco shall add to the stated capital maintained in respect of (fa) the Parties hereby acknowledge Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the SubCo Shares and agree that the Mijem Shares; 2.2.10 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the Closingadvice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall state, local or foreign tax law, in each resign case as directors of Vestaamended; to the extent that amounts are so withheld, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta such withheld amounts shall be constituted treated for all purposes hereof as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman 2.2.11 Amalco will become a subsidiary of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Acquiror.

Amalgamation. Each of Vesta (a) The Seller and UHC agrees, unless such steps have already been completed, the Purchaser agree that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below Amalgamation will be implemented in this Section 2.1, accordance with and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the AmalgamationAgreement, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamationincluding, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Timewithout limitation, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇;At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA. (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇At the Effective Time: (A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top-Up Special Warrant; (iiiB) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (ivC) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall each issued and outstanding AcquireCo Share held by the Purchaser will be acceptable to the Parties exchanged for one (1) fully paid and the TSXVnon-assessable Amalco Share. (gb) the Parties further acknowledge The Seller agrees that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman 4,500,000 of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent Consideration Shares issuable to the transactions set forth Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in subparagraph (b) any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of this Section 2.1; andthe Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (hc) notwithstanding anything else contained Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in this Agreement, in lieu thereof. Where the event that any fractional Vesta Securities are aggregate number of Consideration Shares to be issued to holders the Seller under the Amalgamation would result in a fraction of UHC Securities in connection with the Amalgamationa Consideration Share being issuable, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities Consideration Shares to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) the Seller will be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4number.

Amalgamation. Each (a) Thundermin and Rambler agree to effect the combination of Vesta their respective businesses and UHC agreesassets by way of a “three-cornered amalgamation” among Rambler, unless such steps have already been completed, that as Subco and Thundermin. (b) As soon as reasonably commercially practicable or advisable after following the date hereof or at such other time execution and delivery of this Agreement: (i) Thundermin shall call and hold the Thundermin Meeting for the purpose of approving the Amalgamation Resolution and shall prepare and mail the Thundermin Circular to the Thundermin Shareholders. (c) As soon as is specifically indicated below reasonably practicable following the approval of the Amalgamation Resolution by the Thundermin Shareholders, Rambler shall pass a special resolution, as sole shareholder of Subco, approving the Amalgamation. (d) Upon the approval of the Amalgamation Resolution by the Thundermin Shareholders, in this Section 2.1accordance with the OBCA, as applicable, Subco and Thundermin shall jointly complete and file articles of amalgamation hereto with the Director, giving effect to the Amalgamation upon and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it:Amalgamation Agreement. (ae) Vesta Upon the issue of a Certificate giving effect to the Amalgamation, Subco and Thundermin shall incorporate Subco, with articles be amalgamated and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for continue as one corporation effective on the date of the Certificate (1the “Effective Date”) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained prescribed in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation;Agreement. (cf) Vesta shall cause At the Articles Effective Time and as a result of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share holder of Thundermin Shares as of the Effective Date (including UHC Shares issued to Barisan other than Thundermin Dissenting Shareholders described in connection with the Barisan Transaction and the GEAR Consulting FeeSection 2.1(h)) shall be exchanged for a number receive fully paid and non-assessable Rambler Shares, traded on the TSX-V, in in consideration of Vesta Shares calculated by multiplying the cancellation of such holder’s Thundermin shares based on the Exchange Ratio by the number of UHC Ratio, following which all such Thundermin Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share Rambler shall be exchanged for 1.33 receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Rambler, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Rambler Shares pursuant to Paragraph 2.1(f)(i), Amalco shall issue to Rambler one Amalco Common ShareShare for each Rambler Share issued; (iv) each UHC Warrant the Rambler Shares shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as issued fully paid in consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all cancellation of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Thundermin Shares immediately prior to the Effective Time (including UHC Class A Common Time, excluding any Thundermin Shares issued held by dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in connection with consideration of obtaining Rambler Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (fv) Amalco shall add to the Parties hereby acknowledge stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the Subco Shares and agree that upon Thundermin Shares immediately prior to the ClosingEffective Time; (vi) each outstanding Thundermin Option will be cancelled and in its place Rambler shall grant to the holder thereof such number of Replacement Options as determined in accordance with the Exchange Ratio, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the same terms and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign conditions as directors the cancelled Thundermin Options, except to the extent their terms may be adjusted (in accordance with the terms of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta such Thundermin Option and the board Exchange Ratio) to reflect the Amalgamation; (vii) each outstanding Thundermin Warrant will be cancelled and in its place Rambler shall issue such number of directors Replacement Warrants as determined in accordance with the Exchange Ratio, on the same terms and conditions as the cancelled Thundermin Warrants, except to the extent their terms may be adjusted (in accordance with the terms of Vesta such Thundermin Warrant and the Exchange Ratio) to reflect the Amalgamation; (viii) no fractional Rambler Shares shall be constituted issued to holders of Thundermin Shares; in lieu of any fractional entitlement, the number of Rambler Shares issued to each former holder of Thundermin Shares shall be rounded up to the nearest whole Rambler Share in the event that the former holder of Thundermin Shares is entitled to receive a fractional share representing 0.5 or more of a Rambler Share, or be rounded down to the nearest whole Rambler Share in the event that the former holder of Thundermin Shares is entitled to receive a fractional share representing less than 0.5 of a Rambler Share; (ix) Rambler Shares, Replacement Options, and Replacement Warrants issued to U.S. Persons shall be “restricted securities” as followsdefined in Rule 144 of the U.S. Securities Act and shall bear a legend in customary form restricting transfer without registration under the U.S. Securities Act unless an exemption from registration is available; (x) Replacement Options and Replacement Warrants will not be exercisable in the United States or by or on behalf of a U.S. Person unless an exemption from registration is available under the U.S. Securities Act and applicable state securities laws is available, and Rambler shall have received an opinion of counsel satisfactory to it to such effect; and (xi) Amalco will be a wholly-owned (directly or indirectly) subsidiary of Rambler. (g) At the Effective Time: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (iisubject to subsection 2.1(f) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; the registered holders of Thundermin Shares shall become the registered holders of the Rambler Shares to which they are entitled, calculated in accordance with the provisions hererof, and the holders of share certificates representing such Thundermin Shares may surrender such certificates to the Depositary and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or , upon such other individuals as surrender, shall be acceptable entitled to receive and, as soon as reasonably practicable following the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Effective Time, shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, receive share certificates representing the number of Vesta Securities Rambler Shares to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securitieswhich they are so entitled; and (ii) Rambler shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be rounded down entitled to the next whole number of Vesta Securities if receive a share certificate representing the number of Vesta Securities Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (h) At the Effective Time, each Thundermin Share held by a Dissenting Shareholder shall be deemed to be issued transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article III hereof, the name of such holder shall be removed from the central securities register as a holder of UHC Securities is equal Thundermin Shares and such Dissenting Shareholder will cease to have any rights as an Thundermin Shareholder other than the right to be paid the fair value of its Thundermin Shares in accordance with Article III. (i) If a Dissenting Shareholder fails to perfect or less than 0.4effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a Thundermin Shareholder are otherwise reinstated, such holder’s Thundermin Shares shall thereupon be deemed to have been cancelled in consideration of the issuance of Rambler Shares as of the Effective Time as prescribed by Paragraph 2.1(f)(i).

Amalgamation. Each of Vesta (a) ▇▇▇▇▇▇ and UHC agrees, unless such steps have already been completed, SEMAFO agree that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below Amalgamation will be implemented in this Section 2.1, accordance with and subject to the terms and conditions of contained in this Combination Agreement and receipt as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: i. At the Effective Time, Subco and ▇▇▇▇▇▇ shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of all shareholder and Regulatory Approvals, it shall take Section 174 of the following steps indicated for itOBCA. ii. At the Effective Time: (aA) Vesta each of the ▇▇▇▇▇▇ Shares outstanding immediately prior to the Effective Time (other than ▇▇▇▇▇▇ Shares held by ▇▇▇▇▇▇ Dissenting Shareholders, if any) shall incorporate be cancelled and the holder thereof (other than Subco) shall receive, with articles and by-laws to be in form satisfactory to UHCexchange for each ▇▇▇▇▇▇ Share held, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00the ▇▇▇▇▇▇ Amalgamation Consideration; (bB) UHC each ▇▇▇▇▇▇ Share outstanding immediately prior to the Effective Time and then held by Subco shall amalgamate by way be cancelled without any repayment of statutory amalgamation under the Act on the terms and subject to the conditions contained capital in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamationrespect thereof; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (iC) each UHC Share (including UHC Shares issued of the common shares of Subco outstanding immediately prior to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) Effective Time shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 converted into fully paid and non-assessable Vesta Shares Amalco Shares, on the basis of one issued, fully paid and the UHC Class A Common Shares thus exchanged shall be cancellednon-assessable Amalco Share for each issued and outstanding common share of Subco; (iiiD) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as in consideration for SEMAFO issuing the issuance of the Vesta Shares ▇▇▇▇▇▇ Amalgamation Consideration to effect the Amalgamation, Amalco will issue to Vesta SEMAFO one fully-paid and non-assessable Amalco Common Shares Share for each Vesta SEMAFO Share issued to holders of UHC Sharesso issued; (viiE) all in accordance with the terms of the property ▇▇▇▇▇▇ Stock Option Plan and assets ▇▇▇▇▇▇ Options, but subject to TSXV, TSX and any other required regulatory authority approval, upon the exercise of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at any ▇▇▇▇▇▇ Options after the Effective Time, Vesta shall issue or cause its registrar and transfer agent the holder of any such ▇▇▇▇▇▇ Option will be entitled to issue certificates representing receive, in lieu of the appropriate number of Vesta Securities▇▇▇▇▇▇ Shares to which such holder was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, that number of SEMAFO Shares that such certificates holder would have been entitled to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding receive as a result of the Parties that Amalgamation, as if such holder had been the holders registered holder of UHC the number of ▇▇▇▇▇▇ Shares and UHC Class A Common Shares to which such holder was entitled upon exercise thereof immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with and otherwise on the UHC Financing) shall collectively be issued that number of Vesta Shares same terms and conditions as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇Stock Option Plan and ▇▇▇▇▇▇ and ▇Options; and (F) in accordance with the terms of the ▇▇▇▇▇▇ ▇▇Warrants, but subject to TSXV, TSX and any other required regulatory authority approval, upon the exercise of any ▇▇▇▇▇▇ shall each resign as directors Warrants after the Effective Time, the holder of Vesta, ▇▇▇▇▇ ▇▇any such ▇▇▇▇▇▇ shall resign as Chief Financial Officer Warrants will be entitled to receive, in lieu of Vesta and the board number of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ Shares to which such holder was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, that number of SEMAFO Shares that such holder would have been entitled to receive as a result of the Amalgamation, as if such holder had been the registered holder of the number of ▇▇▇▇▇; (ii) ▇ Shares to which such holder was entitled upon exercise thereof immediately prior to the Effective Time and otherwise on the same terms and conditions as the ▇▇▇▇▇▇ Warrants. iii. Fractional SEMAFO Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of SEMAFO Shares to be issued to any ▇▇▇▇▇▇ Shareholder under the Amalgamation would result in a fraction of a SEMAFO Share being issuable, the number of SEMAFO Shares to be issued to such ▇▇▇▇▇▇ Shareholder will be rounded down to the next whole number. iv. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) Shares which are held by a ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as Dissenting Shareholder shall not be acceptable to cancelled and exchanged for the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of Amalgamation Consideration on the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇Effective Date. ▇▇▇▇▇▇ ▇▇Dissenting Shareholders will be entitled to be paid the fair value for their ▇▇▇▇▇▇ shall act Shares as determined in accordance with the Chief Executive Officer OBCA and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent their ▇▇▇▇▇▇ Shares will be cancelled immediately prior to the transactions set forth in subparagraph (b) Effective Date. For greater certainty, if a ▇▇▇▇▇▇ Shareholder fails to properly exercise its right to make a claim under section 185 of this Section 2.1; and (h) notwithstanding anything else contained in this Agreementthe OBCA or waives its right to make such a claim, in the event that any fractional Vesta Securities or if such ▇▇▇▇▇▇ Shareholder’s rights as a ▇▇▇▇▇▇ Shareholder are to be issued to holders of UHC Securities in connection with the Amalgamationotherwise reinstated, the number of Vesta Securities to ▇▇▇▇▇▇ Shares held by that ▇▇▇▇▇▇ Shareholder shall thereupon be issued by Vesta shall be: (i) rounded up to deemed cancelled and exchanged for the next whole number of Vesta Securities if ▇▇▇▇▇▇ Amalgamation Consideration, for each ▇▇▇▇▇▇ Share held, on the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Effective Date.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Subco and Subco CryptoGlobal will amalgamate and continue as Amalco. Under Amalco with the name “CryptoGlobal Inc.”; (b) each holder of CryptoGlobal Common Shares (other than dissenting CryptoGlobal Shareholders who do not cancel their CryptoGlobal Common Shares in consideration of obtaining Apolo Shares on the Amalgamation) shall receive one fully paid and non- assessable Apolo Share (on a post-Consolidation basis) for each CryptoGlobal Common Share held (the “Exchange Ratio”), following which all such CryptoGlobal Common Shares shall be cancelled; (c) each option to purchase a CryptoGlobal Common Share (“CryptoGlobal Option”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option to purchase (each, a “Replacement Option”) from Apolo the number of Apolo Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of CryptoGlobal Common Shares subject to such CryptoGlobal Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Apolo Share (rounded up to the nearest whole cent) equal to (y) the exercise price per CryptoGlobal Share otherwise purchasable pursuant to such CryptoGlobal Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the ITA as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Apolo Shares that includes a fractional Apolo Share, the total number of Apolo Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Apolo Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the CryptoGlobal Option for which it was exchanged, and any certificate or option agreement previously evidencing the CryptoGlobal Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the ITA, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Apolo Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Apolo Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of CryptoGlobal Common Shares subject to the CryptoGlobal Option immediately before the exchange over the aggregate exercise price for such CryptoGlobal Common Shares under the CryptoGlobal Option, and: (i) each UHC Share holder of CryptoGlobal Options shall cease to be the holder of CryptoGlobal Options, or have any rights as a holder of such CryptoGlobal Options (including UHC Shares issued other than to Barisan receive Replacement Options in connection accordance with the Barisan Transaction and the GEAR Consulting FeeBusiness Combination); (ii) each name of a holder of CryptoGlobal Options shall be removed from the register of CryptoGlobal Options maintained by or on behalf of CryptoGlobal; and (iii) all CryptoGlobal Options exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged pursuant to this Section 4(c) shall be cancelled; (iid) each UHC Class A Share all other convertible securities issued by CryptoGlobal shall be exchanged for 1.33 convertible securities in the capital of Apolo on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly; (e) Apolo shall receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Apolo, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiif) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Apolo Shares in Section 4(b), Amalco shall issue to Apolo one Amalco Common ShareShare for each Apolo Share issued; (ivg) each UHC Warrant the Apolo Shares shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as issued fully paid in consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all cancellation of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A CryptoGlobal Common Shares immediately prior to the Effective Time (including UHC Class A Time, excluding any CryptoGlobal Common Shares issued held by dissenting CryptoGlobal Common Shareholders who do not cancel their CryptoGlobal Common Shares in connection with consideration of obtaining Apolo Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (fh) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors stated capital of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta Amalco Shares shall be constituted as follows:equal to the aggregate paid-up capital for purposes of the ITA of the Subco Shares and CryptoGlobal Common Shares immediately prior to the Effective Time; (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇Apolo shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to Transactions to any holder of CryptoGlobal Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the CryptoGlobal Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (ivj) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXVAmalco will become a wholly-owned subsidiary of Apolo. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after Under the date hereof or Amalgamation at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for itEffective Time: (a) Vesta shall incorporate Subco, Acquisitionco and MindHealth will amalgamate and continue as Amalco with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00the name “Psyence Biomed Corp.”; (b) UHC and Subco shall amalgamate by way each holder of statutory amalgamation under the Act MindHealth Common Shares (other than dissenting MindHealth Shareholders who do not cancel their MindHealth Common Shares in consideration of obtaining Psyence Shares on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged issued 1.0649 Psyence Shares (on a post-Consolidation basis) for a number of Vesta each MindHealth Common Share held (the “Exchange Ratio”), following which all such MindHealth Common Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (iic) each UHC Class A Share all other convertible securities issued by MindHealth shall be exchanged for 1.33 convertible securities in the capital of Psyence on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly; (d) Psyence shall receive one fully paid and non-assessable Vesta Amalco Share for each one Acquisitionco Share held by Psyence, following which all such Acquisitionco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiie) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Psyence Shares in Section 5(b), Amalco shall issue to Psyence one Amalco Common ShareShare for each Psyence Share issued; (ivf) each UHC Warrant the Psyence Shares shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as issued fully paid in consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all cancellation of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A MindHealth Common Shares immediately prior to the Effective Time (including UHC Class A Time, excluding any MindHealth Common Shares issued held by dissenting MindHealth Common Shareholders who do not cancel their MindHealth Common Shares in connection with consideration of obtaining Psyence Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) Amalco shall add to the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman capital maintained in respect of the board Amalco Shares an amount such that the capital of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Amalco Shares shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent be equal to the transactions set forth in subparagraph (b) aggregate paid-up capital for purposes of this Section 2.1the ITA of the Acquisitionco Shares and MindHealth Common Shares immediately prior to the Effective Time; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders Amalco will become a wholly-owned subsidiary of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Psyence.

Amalgamation. Each (a) LVI and ▇▇▇▇▇ will effect the combination of Vesta their respective businesses and UHC agreesassets by way of a "three-cornered amalgamation" among LVI, unless such steps have already been completedLVI Subco and ▇▇▇▇▇ in accordance with the provisions of the BCBCA. (b) LVI will call the LVI Meeting and prepare and mail the LVI Circular to the LVI Shareholders in accordance with the terms of this Agreement. (c) (i) ▇▇▇▇▇ will obtain the written consent resolution of the ▇▇▇▇▇ Shareholders approving the Amalgamation; and (ii) LVI will execute a written consent resolution approving the LVI Subco Amalgamation Resolution. (d) Upon the completion of the Consolidation, that the Name Change, the reclassification (the "Reclassification") of the LVI Shares into Subordinated Voting Shares and the creation of the Multiple Voting Shares, LVI Subco and ▇▇▇▇▇ shall jointly complete and file the Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA. (e) Upon the issuance of a Certificate of Amalgamation giving effect to the Amalgamation, LVI Subco and ▇▇▇▇▇ shall be amalgamated and shall continue as soon as reasonably commercially practicable or advisable after one corporation effective on the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to of the Certificate of Amalgamation (the "Effective Date") under the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take prescribed in the following steps indicated for it:Amalgamation Agreement. (af) Vesta shall incorporate Subco, with articles At the Effective Time and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at as a subscription price result of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC holder of ▇▇▇▇▇ Shares shall receive one fully paid and non-assessable Subordinated Voting Share (including UHC for each ▇▇▇▇▇ Share held, following which all such ▇▇▇▇▇ Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share LVI shall be exchanged for 1.33 receive one fully paid and non-assessable Vesta Amalco Share for each one LVI Subco Share held by LVI, following which all such LVI Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Subordinated Voting Shares pursuant to paragraph 1.6(f)(i), Amalco shall issue to LVI one Amalco Common ShareShare for each Subordinated Voting Share issued; (iv) each UHC Warrant LVI shall be replaced with 1.33 Vesta UHC Replacement Warrantsadd to the capital maintained in respect of the Subordinated Voting Shares an amount equal to the aggregate paid-up capital for purposes of the ITA of the ▇▇▇▇▇ Shares immediately prior to the Effective Time; (v) each UHC Comp Warrant Amalco shall add to the capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be replaced with one Vesta UHC Replacement Comp Warrantequal to the aggregate paid-up capital for purposes of the ITA of the LVI Subco Shares and ▇▇▇▇▇ Shares immediately prior to the Amalgamation; (vi) as consideration for the issuance of the Vesta no fractional Subordinated Voting Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share shall be issued to holders of UHC ▇▇▇▇▇ Shares; in lieu of any fractional entitlement, the number of Subordinated Voting Shares issued to each former holder of ▇▇▇▇▇ Shares shall be rounded down to the next lesser whole number of Subordinated Voting Shares without any payment in respect of such fractional Subordinated Voting Share; (vii) LVI shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of ▇▇▇▇▇ Shares such amounts as are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the property ▇▇▇▇▇ Shares in respect of which such deduction and assets of each of Subco and UHC will be withholding was made, provided that such withheld amounts are actually remitted to the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHCappropriate taxing authority; and (viii) Amalco will be become a direct wholly-owned Subsidiary subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXVLVI. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.12.2, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and UHC Shares issued in connection with the GEAR Consulting FeeUHC Financing) shall be exchanged for a an equal number of fully paid and non-assessable Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one (1) Amalco Common Share; (iviii) each UHC Warrant shall be replaced with 1.33 an equal number of Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (viiv) as consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one (1) Amalco Common Shares Share for each Vesta Share issued to holders of UHC Shares; (viiv) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viiivi) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta SecuritiesShares and Vesta UHC Replacement Warrants, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC SecuritiesShares and UHC Warrants. Any fractional Vesta Shares or Vesta UHC Replacement Warrants which are issuable or deliverable to any UHC Securityholder pursuant to this Section 2.2 will be rounded up to the next whole number; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided equal to the number of UHC Shares which are issued in Section connection with the UHC Financing pro rata on a one-for-one basis; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇ ▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV.▇▇; (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer of Vesta; (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Financial Officer of Vesta; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇ shall act as the Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.42.2.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the CBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Subco and Subco Hempsana will amalgamate and continue as Amalco. Under Amalco with the name “ Hempsana Capital Inc.”; (b) each holder of Hempsana Common Shares (other than dissenting Hempsana Shareholders who do not cancel their Hempsana Common Shares in consideration of obtaining Stralak Shares on the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged receive one fully paid and non-assessable Stralak Share for a number of Vesta each Hempsana Common Share held (the “Exchange Ratio”), following which all such Hempsana Common Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (iic) each UHC Class A Share Stralak shall be exchanged for 1.33 receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Stralak, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiid) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as in consideration for of the issuance of the Vesta Stralak Shares to effect the Amalgamationin Section 4(b), Amalco will shall issue to Vesta Stralak one Amalco Common Shares Share for each Vesta Stralak Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securitiesissued; (e) it is the understanding Stralak Shares shall be issued fully paid in consideration of the Parties that cancellation of the holders of UHC Shares and UHC Class A Hempsana Common Shares immediately prior to the Effective Time (including UHC Class A Time, excluding any Hempsana Common Shares issued held by dissenting Hempsana Common Shareholders who do not cancel their Hempsana Common Shares in connection with consideration of obtaining Stralak Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (f) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors stated capital of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta Amalco Shares shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable equal to the Parties aggregate paid-up capital for purposes of the ITA of the Subco Shares and Hempsana Common Shares immediately prior to the TSXV.Effective Time; (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Stralak shall act as Chairman of the board of directors be entitled to deduct and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent withhold from any consideration otherwise payable pursuant to the transactions set forth contemplated by this Agreement to any holder of Hempsana Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in subparagraph (b) each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of this Section 2.1the Hempsana Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders Amalco will become a wholly-owned subsidiary of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Stralak.

Amalgamation. Each of Vesta (a) The Seller and UHC agrees, unless such steps have already been completed, the Purchaser agree that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below Amalgamation will be implemented in this Section 2.1, accordance with and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the AmalgamationAgreement, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamationincluding, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Timewithout limitation, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇;At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA. (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇At the Effective Time: (A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (iiiB) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (ivC) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall each issued and outstanding AcquireCo Share held by the Purchaser will be acceptable to the Parties exchanged for one (1) fully paid and the TSXVnon-assessable Amalco Share. (gb) the Parties further acknowledge The Seller agrees that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman 4,500,000 of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent Consideration Shares issuable to the transactions set forth Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in subparagraph (b) any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of this Section 2.1; andthe Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (hc) notwithstanding anything else contained Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in this Agreement, in lieu thereof. Where the event that any fractional Vesta Securities are aggregate number of Consideration Shares to be issued to holders the Seller under the Amalgamation would result in a fraction of UHC Securities in connection with the Amalgamationa Consideration Share being issuable, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities Consideration Shares to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) the Seller will be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4number.

Amalgamation. Each At the Effective Time and following the exchange of Vesta the Subscription Receipts for ▇▇▇▇▇ Shares and UHC agrees▇▇▇▇▇ Warrants: (i) Navasota and Finco will effect the combination of their respective businesses and assets by way of a "three-cornered amalgamation" among Navasota, unless such steps have already been completedSubco2 and Finco in accordance with the provisions of the BCBCA. (ii) Navasota, that as soon sole shareholder of each of Subco2 and ▇▇▇▇▇ prior to the exchange of the Subscription Receipts, will deliver a consent resolution in writing for each of Subco2 and ▇▇▇▇▇ approving the Amalgamation. (iii) Subco2 and Finco shall jointly complete and file the Amalgamation Application with the British Columbia Registrar of Companies under the BCBCA. (iv) Upon the issuance of a Certificate of Amalgamation giving effect to the Amalgamation, Subco2 and Finco shall be amalgamated and shall continue as reasonably commercially practicable or advisable after one company effective on the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to of the Certificate of Amalgamation (the "Effective Date") under the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take prescribed in the following steps indicated for it:Amalgamation Agreement. (av) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at As a subscription price result of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (iA) each UHC holder of ▇▇▇▇▇ Shares other than Navasota shall receive one fully paid and non-assessable Resulting Issuer Share (including UHC for each ▇▇▇▇▇ Share held, following which all such ▇▇▇▇▇ Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (iiB) each UHC Class A Share Resulting Issuer Warrants and Resulting Issuer Agent Warrants will be issued to the holders of ▇▇▇▇▇ Warrants and ▇▇▇▇▇ Agent Warrants respectively, in exchange and replacement for, on equivalent terms and on a 1:1 basis, such ▇▇▇▇▇ Warrants and ▇▇▇▇▇ Agent Warrants, which shall thereby be exchanged for 1.33 cancelled; (C) Navasota shall receive one fully paid and non-assessable Vesta Amalco Share for each one Subco2 Share held by Navasota, following which all such Subco2 Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiiD) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Resulting Issuer Shares pursuant to Section 2.1(h)(v)(A), Amalco shall issue to Navasota one Amalco Common ShareShare for each Resulting Share issued; (ivE) each UHC Warrant Navasota shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for add to the issuance capital maintained in respect of the Vesta Resulting Issuer Shares an amount equal to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares aggregate paid-up capital for each Vesta Share issued to holders of UHC Shares; (vii) all purposes of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all Income Tax Act (Canada) of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common ▇▇▇▇▇ Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Time; (fF) Amalco shall add to the Parties hereby acknowledge and agree capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Income Tax (G) no fractional Resulting Issuer Shares shall be issued to holders of ▇▇▇▇▇ ▇▇▇Shares; in the event of any fractional entitlement, the number of Resulting Issuer Shares issued to each former holder of ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next lesser whole number of Vesta Securities if the number Resulting Issuer Shares without any payment in respect of Vesta Securities such fractional Resulting Issuer Share; (H) Navasota shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of ▇▇▇▇▇ Shares such amounts as are required to be issued deducted and withheld with respect to a such payment under the Income Tax Act (Canada) or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of UHC Securities is equal the ▇▇▇▇▇ Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to or less than 0.4the appropriate taxing authority; and (I) Amalco will become a wholly-owned Subsidiary of Navasota.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after If the date hereof or at such other time as Minimum Tender Condition is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement satisfied and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles Offer is consummated, no separate proxy solicitation of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share ADT Shareholders will be cancelled required and replaced Western Resources does not currently intend to make any such solicitation. THE ACCEPTANCE OF AND PAYMENT FOR SHARES BY WESTERN RESOURCES PURSUANT TO THE OFFER IS CONDITIONED UPON ADOPTION OF THE WESTERN RESOURCES PROPOSALS. ACCORDINGLY, APPROVAL OF THE WESTERN RESOURCES PROPOSALS AT THE ADT SPECIAL MEETING WILL FACILITATE THE PROMPT CONSUMMATION OF THE OFFER. WESTERN RESOURCES URGES ADT SHAREHOLDERS TO PRESERVE THEIR OPPORTUNITY TO ACCEPT THE SIGNIFICANT BENEFITS OF THE OFFER BY PROMPTLY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN PROXY CARD. YOU MUST SEPARATELY TENDER YOUR SHARES PURSUANT TO THE OFFER IF YOU WISH TO PARTICIPATE IN THE OFFER. VOTING FOR THE WESTERN RESOURCES PROPOSALS DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR FAILURE TO VOTE FOR THE WESTERN RESOURCES PROPOSALS DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE OFFER. If your Shares are held in your own name, please sign, date and return the enclosed GREEN proxy card in the postage-paid envelope provided with this Proxy Statement. If your Shares are held in the name of a brokerage firm, bank or other institution, please sign, date and return the GREEN proxy card to such brokerage firm, bank or other institution in the envelope provided by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamationthat firm. If you have any questions or require assistance in voting your Shares, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Timeplease call toll free: MacKenzie Partners, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇New York, New York ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ shall each resign as directors (toll-free) THIS PRELIMINARY PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO. WESTERN RESOURCES HAS FILED EXCHANGE OFFER MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION AND INTENDS TO MAKE ITS OFFER DIRECTLY TO SHAREHOLDERS OF ADT LIMITED AS SOON AS ITS REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION. THE OFFER WILL BE MADE ONLY BY MEANS OF THE FINAL PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL WHICH WILL BE SEPARATELY MAILED TO ADT SHAREHOLDERS. THE REQUISITION On December 18, 1996, Westar Capital deposited a requisition (the "Requisition") with ADT, pursuant to Section 74 of Vestathe Companies Act and Bye- Law 42 of the ADT Bye-Laws, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta requiring the ADT Board to convene the ADT Special Meeting so that ADT Shareholders will have the opportunity to vote on the Western Resources Proposals. Under the Companies Act and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇ADT Bye-Laws, the ADT Board is required to convene the ADT Special Meeting. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in In the event that any fractional Vesta Securities are the ADT Board does not within twenty-one days from the date of the deposit of the Requisition convene the ADT Special Meeting, Westar Capital may itself convene the ADT Special Meeting. Westar Capital has requested that the date of the ADT Special Meeting be February 18, 1997; however, on January 7, 1997, ADT announced that it had tentatively scheduled the ADT Special Meeting for July 8, 1997. Westar Capital has commenced litigation challenging the July 8, 1997 meeting date and is seeking relief to be issued compel the ADT Board to holders of UHC Securities hold the ADT Special Meeting on or before March 20, 1997. See "Litigation." DESCRIPTION OF THE WESTERN RESOURCES PROPOSALS Western Resources is soliciting proxies in connection with the AmalgamationADT Special Meeting for the approval of the Western Resources Proposals, which are described below. At the number of Vesta Securities ADT Special Meeting, ADT Shareholders will be asked to be issued by Vesta shall be: (i) rounded up adopt the resolutions attached as Annex 1 hereto in order to implement the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Western Resources Proposals.

Amalgamation. Each Immediately prior to the Closing, the Corporation will complete a long-form amalgamation (the “Amalgamation”) among the Corporation and the Founder Holdcos in accordance with Section 181 of Vesta the Act, with the result that: (i) the authorized share capital of the amalgamated corporation (“Amalco”) shall consist of an unlimited number of Common Shares (“Amalco Common Shares”) and UHC agreesan unlimited number of Class A Preferred Shares (“Amalco Preferred Shares”), unless such steps have already been completedwith the rights, that privileges, restrictions and conditions set forth in the current articles of incorporation of the Corporation, as soon as reasonably commercially practicable or advisable after amended (the date hereof or at such other time as is specifically indicated below in this Section 2.1“Articles”), and subject to (ii) the terms issued and conditions outstanding share capital of this Agreement the Corporation and receipt each of all shareholder the Founder Holdcos shall be converted and Regulatory Approvalsexchanged into shares of Amalco, it shall take the following steps indicated for itas follows: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio held by the number of UHC Shares outstanding and the UHC Shares thus exchanged Founder Holdcos shall be cancelled; (ii2) each UHC Class A issued and outstanding Common Share held by shareholders other than the Founder Holdcos shall be converted and exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by into one Amalco Common Share; (iv3) each UHC Warrant issued and outstanding Preferred Share shall be replaced with 1.33 Vesta UHC Replacement Warrantsconverted and exchanged into one Amalco Preferred Share; (v4) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for Class A Common Share in the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets capital of each of Subco the Founder Holdcos held by the Founder Trusts shall be converted and UHC will be the property and assets of exchanged into 2003.59 Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHCCommon Shares; and (viii5) Amalco will be a direct wholly-owned Subsidiary each Class A Special Share in the capital of Vesta; (d) at each of the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery Founder Holdcos held by the UHC Securityholders of certificates representing their UHC Securities; (e) it is Founders shall be converted and exchanged into 2.49641 Amalco Common Shares; with the understanding result that Amalco’s issued and outstanding capitalization after the completion of the Parties that the holders of UHC Shares Amalgamation and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued Closing shall be as set forth in connection with the UHC Financing) shall collectively be issued that number Purchase Price Schedule under the heading “Corporation Shares”. In addition, effective as of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon completion of the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta Amalgamation and the board receipt of directors a certificate of Vesta shall be constituted as follows: amalgamation (ithe “Certificate of Amalgamation”) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closingrelating thereto: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ each granted and outstanding Option shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; thereafter be exercisable for one Amalco Common Share, and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Amalgamation shall act as have the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions other effects set forth in subparagraph (b) Section 186 of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, the Act and in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with amalgamation agreement submitted for approval by the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up Shareholders prior to the next whole number filing of Vesta Securities if the number Certificate of Vesta Securities to be issued to a holder Amalgamation and the completion of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4transactions contemplated herein.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Subco and Subco BCF will amalgamate and continue as Amalco. Under Amalco with the name “Blockchain Foundry 2018 Ltd.”; (b) each holder of BCF Common Shares (other than dissenting BCF Shareholders who do not cancel their BCF Common Shares in consideration of obtaining Tiller Shares on the Amalgamation) shall receive one fully paid and non-assessable Tiller Share for each BCF Common Share held (the “Exchange Ratio”), following which all such BCF Common Shares shall be cancelled; (c) each option to purchase a BCF Common Share (“BCF Option”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of Tiller to purchase (each, a “Replacement Option”) from Tiller the number of Tiller Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of BCF Common Shares subject to such BCF Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Tiller Share (rounded up to the nearest whole cent) equal to (y) the exercise price per BCF Share otherwise purchasable pursuant to such BCF Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the ITA as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Tiller Shares that includes a fractional Tiller Share, the total number of Tiller Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Tiller Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the BCF Option for which it was exchanged, and any certificate or option agreement previously evidencing the BCF Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the ITA, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Tiller Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Tiller Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of BCF Common Shares subject to the BCF Option immediately before the exchange over the aggregate exercise price for such BCF Common Shares under the BCF Option, and: (i) each UHC Share holder of BCF Options shall cease to be the holder of BCF Options, or have any rights as a holder of such BCF Options (including UHC Shares issued other than to Barisan receive Replacement Options in connection accordance with the Barisan Transaction and the GEAR Consulting FeeBusiness Combination); (ii) each name of a holder of BCF Options shall be removed from the register of BCF Options maintained by or on behalf of BCF; and (iii) all BCF Options exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged pursuant to this Section 4(c) shall be cancelled; (iid) each UHC Class A Share all other convertible securities issued by BCF shall be exchanged for 1.33 convertible securities in the capital of Tiller on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly; (e) Tiller shall receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Tiller, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiif) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Tiller Shares in Section 4(b), Amalco shall issue to Tiller one Amalco Common ShareShare for each Tiller Share issued; (ivg) each UHC Warrant the Tiller Shares shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as issued fully paid in consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all cancellation of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A BCF Common Shares immediately prior to the Effective Time (including UHC Class A Time, excluding any BCF Common Shares issued held by dissenting BCF Common Shareholders who do not cancel their BCF Common Shares in connection with consideration of obtaining Tiller Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (fh) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors stated capital of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta Amalco Shares shall be constituted as follows:equal to the aggregate paid-up capital for purposes of the ITA of the Subco Shares and BCF Common Shares immediately prior to the Effective Time; (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇Tiller shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any holder of BCF Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the BCF Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and (ivj) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXVAmalco will become a wholly-owned subsidiary of Tiller. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, under which UHC at the Effective Time: 2.2.1 Canada Coal SubCo and Subco Mijem will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection Amalco with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelledname "Mijem Inc."; (ii) each UHC Class A Share 2.2.2 Each Mijem Shareholder shall be exchanged for 1.33 receive [2.144] fully paid and non-assessable Vesta Canada Coal Shares for each one Mijem Share held by each such holder (the "Exchange Ratio"), following which all such Mijem Shares shall be cancelled; [Note: subject to adjustment as provided for in the Combination Agreement] 2.2.3 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the UHC Class A Common Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of each Replacement Warrant, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive one common share of the Acquiror; 2.2.4 The Acquiror shall receive one fully paid and non-assessable Amalco Share for each one Canada Coal SubCo Share held by the Acquiror, following which all such Canada Coal SubCo Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as 2.2.5 In consideration for of the issuance of the Vesta Shares Amalgamation Securities pursuant to effect the AmalgamationSection 2.2.2, Amalco will shall issue to Vesta the Acquiror one Amalco Common Shares Share for each Vesta Share issued to holders of UHC Sharesthe Amalgamation Securities issued; (vii) all 2.2.6 The Amalgamation Securities shall be issued as fully paid in consideration of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all cancellation of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Mijem Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Time; 2.2.7 Amalco shall add to the stated capital maintained in respect of (fa) the Parties hereby acknowledge Amalco Shares an amount equal to the paid-up capital, within the meaning of the ITA, of the Canada Coal Subco Shares and agree that the Mijem Shares, less $; 2.2.8 The Acquiror shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Mijem Shareholder such amounts as acting reasonably upon the Closingadvice of professional tax counsel are required to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall state, local or foreign tax law, in each resign case as directors of Vestaamended; to the extent that amounts are so withheld, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta such withheld amounts shall be constituted treated for all purposes hereof as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇having been paid to the Mijem Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇The Acquiror shall use commercially reasonable efforts to cooperate with any Mijem Shareholder from which amounts are required to be withheld in providing such data and other information as may reasonably be required for the preparation of any tax return; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman 2.2.9 Amalco will become a subsidiary of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Acquiror.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Thundermin and Subco will amalgamate and continue as Amalco. Under Amalco with the name “■”; (b) each holder of Thundermin Shares (other than dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in consideration of obtaining Rambler Shares on the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged receive 0.061261 of a fully paid and non-assessable Rambler Share for a number of Vesta each Thundermin Share held, following which all such Thundermin Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (iic) each UHC Class A Share Rambler shall be exchanged for 1.33 receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Rambler, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiid) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as in consideration for of the issuance of the Vesta Rambler Shares to effect the Amalgamationin Section 4(b), Amalco will shall issue to Vesta Rambler one Amalco Common Shares Share for each Vesta Rambler Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securitiesissued; (e) it is the understanding Rambler Shares shall be issued fully paid in consideration of the Parties that cancellation of the holders of UHC Shares and UHC Class A Common Thundermin Shares immediately prior to the Effective Time (including UHC Class A Common Time, excluding any Thundermin Shares issued held by dissenting Thundermin Shareholders who do not cancel their Thundermin Shares in connection with consideration of obtaining Rambler Shares in the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (f) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors stated capital of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta Amalco Shares shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable equal to the Parties aggregate paid-up capital for purposes of the ITA of the Subco Shares and Thundermin Shares immediately prior to the TSXV.Effective Time; (g) Rambler shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to Transactions to any holder of Thundermin Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Parties further acknowledge ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that upon amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman holder of the board Thundermin Shares in respect of directors which such deduction and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearonwithholding was made, AOC, Barisan and Mogul hereby consent provided that such withheld amounts are actually remitted to the transactions set forth in subparagraph (b) of this Section 2.1appropriate taxing authority; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders Amalco will become a wholly-owned subsidiary of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Rambler.

Amalgamation. Each ‌ (a) Gamesquare and Magnolia agree to effect the combination of Vesta their respective businesses and UHC agreesassets by way of a “three-cornered amalgamation” among Magnolia, unless such steps have already been completed, that as Magnolia Subco (a wholly-owned subsidiary of Magnolia) and Gamesquare pursuant to the OBCA. (b) As soon as reasonably commercially practicable or advisable after following the date hereof or at such execution and delivery of this Agreement: (i) Gamesquare shall call and hold the Gamesquare Meeting for the purpose of approving, among other time as is specifically indicated below things, the Amalgamation Resolution; (ii) Magnolia shall call and hold the Magnolia Meeting for the purpose of approving the Reverse Take-Over Resolution and the Magnolia Other Resolutions; and (iii) Magnolia and Gamesquare shall prepare and mail the Circular to the Magnolia Shareholders and Gamesquare Shareholders, respectively. (c) Following approval of the Reverse Take-Over Resolution and the Magnolia Other Resolutions by the Magnolia Shareholders and the Amalgamation Resolution by the Gamesquare Shareholders, respectively, in this Section 2.1accordance with the requirements of the OBCA, Magnolia Subco and Gamesquare shall jointly complete and file Articles of Amalgamation, in duplicate, substantially in the form set forth in Schedule “B” hereto with the Director appointed under the OBCA, giving effect to the Amalgamation of Magnolia Subco and Gamesquare upon and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it:Agreement. (ad) Vesta shall incorporate Subco, with articles and by-laws Upon the issue of a Certificate giving effect to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction Magnolia Subco and the GEAR Consulting Fee) Gamesquare shall be exchanged for a number amalgamated and shall continue as one corporation effective on the date of Vesta Shares calculated by multiplying the Exchange Ratio by Certificate (the number of UHC Shares outstanding “Effective Date”) under the terms and conditions prescribed in this Agreement pursuant to the UHC Shares thus exchanged shall be cancelledOBCA; (ii) each UHC Class A Share of Magnolia Subco and Gamesquare shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelledcease to exist as entities separate from Amalco; (iii) Amalco shall possess all the property, rights, privileges and franchises and be subject to all the liabilities and obligations, including civil, criminal and quasi- criminal, and all the Contracts, disabilities and debts of each of Magnolia Subco Common Share will be cancelled and replaced by one Amalco Common ShareGamesquare; (iv) each UHC Warrant shall a conviction against, or ruling, order or judgment in favour of or against either Magnolia Subco or Gamesquare may be replaced with 1.33 Vesta UHC Replacement Warrantsenforced by or against Amalco; (v) each UHC Comp Warrant the Articles of Amalgamation of Amalco shall be replaced with one Vesta UHC Replacement Comp Warrant;deemed to be the articles of incorporation of Amalco and the Certificate, except for the purposes of subsection 117(1) of the OBCA, shall be deemed to be the certificate of incorporation of Amalco; and (vi) as consideration for the issuance of the Vesta Shares Amalco shall be deemed to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of party plaintiff or the liabilities and obligations of each of party defendant, as the case may be, in any civil action commenced by or against either Magnolia Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at or Gamesquare before the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities;Amalgamation has become effective. (e) it The name of Amalco shall be “Gamesquare Esports Inc.”, or such other name as is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior acceptable to the Effective Time (including UHC Class A Common Shares issued regulatory authorities and the Parties. The registered office of Amalco shall be in connection with the UHC Financing) shall collectively be issued that number City of Vesta Shares as are provided Toronto, in Section ; (f) the Parties hereby acknowledge and agree that upon the ClosingProvince of Ontario, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. (f) There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. (g) The fiscal year end of Amalco shall be November 30 of each calendar year. (h) The by-laws of Amalco shall be the existing by-laws of Gamesquare. A copy of the proposed by-laws of Amalco may be examined at the following address: ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ , ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇, ▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (gi) 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 Parties further acknowledge that OBCA. The number of first directors of Amalco shall be one and the first director of Amalco shall be: (j) The said first director shall hold office until the first annual meeting of the shareholders of Amalco, or until his successor is elected or appointed in accordance with the by-laws of Amalco and the OBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The director shall manage or supervise the management of the business and affairs of Amalco, subject to the provisions of the OBCA. (k) The executive officers of Amalco upon completion of the Closing: Amalgamation shall be as follows, unless otherwise agreed to by the Parties: (l) Amalco shall be authorized to issue an unlimited number of Amalco Shares. (m) At the Effective Time of the Amalgamation and as a result of the Amalgamation:‌ (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ subject to paragraph 1.2(m)(vii) each Gamesquare Shareholder (other than Dissenting Shareholders who do not cancel their Gamesquare Shares in consideration for obtaining New Magnolia Shares on the Amalgamation) shall act as Chairman of the board of directors receive one fully paid and Chief Financial Officer of Vesta; and non-assessable post consolidation New Magnolia Share for each Gamesquare Share held, following which all such Gamesquare Shares shall be cancelled; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Magnolia shall act as receive one fully paid and non-assessable Amalco Share for each one Magnolia Subco Share held, following which all such Magnolia Subco Shares shall be cancelled; (iii) in consideration of the Chief Executive Officer and Corporate Secretary issuance of Vesta; and New Magnolia Shares, Amalco shall issue to Magnolia one Amalco Share for each New Magnolia Share issued; (iv) the New Magnolia Shares shall be issued fully paid in consideration of Exclearon, AOC, Barisan and Mogul hereby consent the cancellation of the Gamesquare Shares immediately prior to the transactions set forth Effective Time, excluding any Gamesquare Shares held by Dissenting Shareholders who do not cancel their Gamesquare Shares in subparagraph consideration of obtaining New Magnolia Shares in the Amalgamation; (bv) Magnolia shall add to the stated capital maintained in respect of the New Magnolia Shares an amount equal to the aggregate paid-up capital (for purposes of the ITA) of this Section 2.1; andthe Gamesquare Shares held immediately prior to the Amalgamation; (hvi) notwithstanding anything else contained Amalco shall add to the stated capital maintained in this Agreement, in respect of the event Amalco Shares an amount such that any the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the Magnolia Subco Shares and Gamesquare Shares immediately prior to the Amalgamation; (vii) no fractional Vesta Securities are to New Magnolia Shares shall be issued to holders of UHC Securities Gamesquare Shares; in connection with the Amalgamationlieu of any fractional entitlement, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be New Magnolia Shares issued to a each former holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) Gamesquare Shares shall be rounded down to the next lesser whole number of Vesta Securities if the number of Vesta Securities New Magnolia Shares; (viii) Magnolia shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any Gamesquare Shareholder such amounts as it determines are required or permitted to be issued deducted and withheld with respect to a such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of UHC Securities is equal the Gamesquare Shares in respect of which such deduction and withholding were made, provided that such withheld amounts are actually remitted to or less than 0.4the appropriate taxing authority; and (ix) Amalco will become a wholly-owned subsidiary of Magnolia.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject Subject to the terms and conditions herein, on the Closing Date, Cultivar Subco and Cultivar shall complete the Amalgamation pursuant to the terms of this the Amalgamation Agreement. Without limiting the foregoing, on closing of the Amalgamation, pursuant to the terms of the Amalgamation Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for itAdmiral Bay agrees to issue: (a) Vesta shall incorporate Subco, with articles Admiral Bay Shares to Cultivar Shareholders in exchange for the delivery to Admiral Bay of all of the issued and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price outstanding Cultivar Shares. The aggregate number of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Admiral Bay Shares required to be issued in connection with exchange for the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC issued and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC outstanding Cultivar Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated determined by multiplying the Exchange Ratio number of Cultivar Shares issued and outstanding at the time of Closing by the Share Exchange Ratio. No fractional Admiral Bay Shares will be issued. To the extent any Cultivar Shareholder would otherwise be entitled to receive a fractional number of UHC Admiral Bay Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance on Closing of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Shares immediately prior to the Effective Time (including UHC Class A Common Shares issued in connection with the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities Admiral Bay Shares to be issued to a such Cultivar Shareholder shall be rounded to the nearest whole Admiral Bay Share; (b) The Resulting Issuer Warrants to the holders of Cultivar Warrants which remain outstanding on Closing in exchange for the Cultivar Warrants. The rate of exchange of Resulting Issuer Warrants for Cultivar Warrants shall be equal to the Share Exchange Ratio. No fractional Resulting Issuer Warrant will be issued. To the extent any holder of UHC Securities is equal Cultivar Warrants would otherwise be entitled to or greater than 0.5 Vesta Securitiesreceive a fractional number of Resulting Issuer Warrants on Closing of the Amalgamation, the number of Resulting Issuer Warrants to be issued to such holder of Cultivar Warrants shall be rounded to the nearest whole Resulting Issuer Warrant. Each Resulting Issuer Warrant will be issued by Admiral Bay on substantially the same terms as the Cultivar Warrant it replaces (subject to appropriate adjustments to the exercise price inversely proportional to the Share Exchange Ratio); and (iic) be rounded down if the Cultivar Performance Shares have not been issued by Cultivar as of the Closing Date, the Resulting Issuer agrees that it is contractually obligated to issue Resulting Issuer Shares on the same terms subject to appropriate adjustments proportional to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Share Exchange Ratio.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the CBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Subco and Subco the Company will amalgamate and continue as Amalco. Under Amalco with the name “[Coinberry Limited]”; (b) each holder of the Company Shares (other than dissenting Company Shareholders who do not cancel their Company Shares in consideration of obtaining the Consideration on the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number receive the Consideration, subject to Sections 3.03 and 3.04 of Vesta the Business Combination Agreement, following which all such the Company Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (iic) each UHC Class A Share the Purchaser shall be exchanged for 1.33 receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Purchaser, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiid) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as in consideration for of the issuance of the Vesta Purchaser Shares pursuant to effect the Amalgamationparagraph 4(c), Amalco will shall issue to Vesta the Purchaser one Amalco Common Shares Share for each Vesta Purchaser Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securitiesissued; (e) it is the understanding Purchaser shall issue 3,100,000 Purchaser Shares to Cinaport pursuant to the Cinaport Settlement; (f) in consideration of the Parties that issuance of Purchaser Shares pursuant to paragraph 4(e), Amalco shall issue to the holders Purchaser one Amalco Share for each Purchaser Share issued; (g) the Purchaser shall add to the stated capital maintained in respect of UHC the Purchaser Shares and UHC Class A Common an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares immediately prior to the Effective Time (including UHC Class A Common less the paid-up capital of any Company Shares issued in connection with held by Company Dissenting Shareholders who do not exchange their Company Shares for Purchaser Shares on the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation; (fh) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ stated capital of the Amalco Shares shall each resign as directors be equal to the aggregate paid-up capital for purposes of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer the Tax Act of Vesta the Subco Shares and the board of directors of Vesta shall be constituted as follows:Company Shares immediately prior to the Effective Time; (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇the Purchaser, Amalco, the Company and the Transfer Agent, as applicable, shall be entitled to deduct and withhold from the Consideration issuable to any former holder of Company securities of such amounts as the Purchaser or the Company may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇To the extent that any amounts are so deducted and withheld, such amounts shall be treated for all purposes hereof as having been paid to the person to whom such amounts would otherwise have been paid, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. To satisfy the amount required to be deducted or withheld from any payment to any such securityholder of the Purchaser, Amalco, the Company, or the Transfer Agent, as applicable, may sell or otherwise dispose of any portion of the Purchaser Shares comprising the Consideration issuable to such holder as is necessary to provide sufficient funds to enable the Purchaser, Amalco, the Company, or the Transfer Agent, as applicable, to comply with such deduction and/or withholding requirements; and (ivj) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman Amalco will become a wholly-owned subsidiary of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4Purchaser.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation, under which UHC . Under the Amalgamation at the Effective Time: (a) Subco and Subco the Company will amalgamate and continue as Amalco. Under Amalco with the name “[l]”; (b) each holder of Company Shares (other than dissenting Company Shareholders who do not cancel their Company Shares in consideration of obtaining the Consideration on the Amalgamation) shall receive the Consideration, subject to Section 2.06 of the Business Combination Agreement, following which all such Company Shares shall be cancelled; (c) each Company Remaining Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Option to purchase from the Purchaser the number of Purchaser Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of the Company Shares subject to such Company Remaining Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (y) the exercise price per Company Share otherwise purchasable pursuant to such Company Remaining Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the Tax Act as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Purchaser Shares that includes a fractional Purchaser Share, the total number of Purchaser Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Purchaser Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Company Remaining Option for which it was exchanged, and any certificate or option agreement previously evidencing the Company Remaining Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the Tax Act, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Purchaser Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Purchaser Shares pursuant to the Replacement Option does not exceed the excess of the aggregate fair market value of the Company Shares subject to the Company Remaining Option immediately before the exchange over the aggregate exercise price for such Company Shares under the Company Remaining Option, and: (i) each UHC Share holder of Company Remaining Options shall cease to be the holder of the Company Remaining Options, or have any rights as a holder of such Company Remaining Options (including UHC Shares issued other than to Barisan receive Replacement Options in connection accordance with the Barisan Transaction and the GEAR Consulting FeeBusiness Combination); (ii) each name of a holder of Company Remaining Options shall be removed from the register of the Company Options maintained by or on behalf of the Company; and (iii) all the Company Remaining Options exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged pursuant to this Section 4(c) shall be cancelled; (iid) each UHC Class A Share outstanding Company Remaining Broker Warrant will be cancelled and in its place the Purchaser shall issue such number of Replacement Broker Warrants as determined in accordance with the Exchange Ratio, on the same terms and conditions as the cancelled Company Remaining Broker Warrants, except to the extent their terms may be exchanged for 1.33 adjusted (in accordance with the terms of such Company Remaining Broker Warrant) to reflect the Amalgamation; (e) Purchaser shall receive one fully paid and non-assessable Vesta Amalco Share for each one Subco Share held by Purchaser, following which all such Subco Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iiif) in consideration of the Subco Common Share will be cancelled and replaced by issuance of Purchaser Shares pursuant to paragraph 4(c), Amalco shall issue to Purchaser one Amalco Common ShareShare for each Purchaser Share issued; (ivg) each UHC Warrant Purchaser shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for add to the issuance stated capital maintained in respect of the Vesta Purchaser Shares an amount equal to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares aggregate paid-up capital for each Vesta Share issued to holders of UHC Shares; (vii) all purposes of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all Tax Act of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities; (e) it is the understanding of the Parties that the holders of UHC Shares and UHC Class A Common Company Shares immediately prior to the Effective Time (including UHC Class A Common less the paid-up capital of any the Company Shares issued in connection with held by dissenting Company Shareholders who do not exchange their Company Shares for Purchaser Shares on the UHC Financing) shall collectively be issued that number of Vesta Shares as are provided in Section Amalgamation); (fh) Amalco shall add to the Parties hereby acknowledge and agree stated capital maintained in respect of the Amalco Shares an amount such that upon the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ stated capital of the Amalco Shares shall each resign as directors be equal to the aggregate paid-up capital for purposes of Vesta, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign as Chief Financial Officer the Tax Act of Vesta the Subco Shares and the board of directors of Vesta shall be constituted as follows:Company Shares immediately prior to the Effective Time; (i) ▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇Purchaser or the Company shall be entitled to deduct or withhold from any Consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any holder of Company Shares such amounts as it determines are required or permitted to be deducted or withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Company Shares in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority; and (ivj) ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXVAmalco will become a wholly-owned subsidiary of Purchaser. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta Securities; and (ii) be rounded down to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or less than 0.4

Amalgamation. Each (a) Nodalblock and eXeBlock agree to effect the combination of Vesta their respective businesses and UHC agreesassets by way of a "three-cornered amalgamation" between eXeBlock, unless such steps have already been completedeXeBlock Subco and Nodalblock, that as soon as reasonably commercially practicable or advisable after whereby eXeBlock Subco and Nodalblock will amalgamate and become the date hereof or at such other time as is specifically indicated below in this Section 2.1wholly-owned subsidiary of eXeBlock, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00;hereof. (b) UHC As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Nodalblock shall cause to be approved the Nodalblock Resolutions by the unanimous consent of the Nodalblock Shareholders (the “Nodalblock Unanimous Consent Resolution”), or if the Nodalblock Unanimous Consent Resolution is not able to be obtained, Nodalblock shall call and hold the Nodalblock Meeting for the purposes of approving the Nodalblock Resolutions; (ii) if the Nodalblock Meeting has been called, Nodalblock shall prepare and mail the Nodalblock Circular; (iii) eXeBlock shall call and hold the eXeBlock Meeting for the purpose of approving the eXeBlock Resolutions, and the Resulting Issuer Director Appointments; and, (iv) eXeBlock shall prepare and mail the eXeBlock Circular. (c) Upon the completion of the Nodalblock Split, Nodalblock Continuance, and approval of the Nodalblock Amalgamation Resolution by the Nodalblock Shareholders, and the approval of the eXeBlock Resolutions and the Resulting Issuer Director Appointments by the eXeBlock Shareholders, completion of the Share Consolidation, and completion or waiver of other conditions precedent herein, in accordance with the requirements of the CBCA, eXeBlock Subco and Nodalblock shall amalgamate by way jointly execute and file Articles of statutory amalgamation under Amalgamation and all other required documents with Corporations Canada, giving effect to the Act on the terms Amalgamation of eXeBlock Subco and Nodalblock to form Amalco, upon and subject to the conditions contained in terms of this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation;Agreement. (cd) Vesta shall cause Upon the Articles issue of Amalgamation a Certificate giving effect to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction eXeBlock Subco and the GEAR Consulting Fee) Nodalblock shall be exchanged for a number amalgamated and shall continue as one corporation, Amalco, effective on the date of Vesta Shares calculated by multiplying the Exchange Ratio by Certificate (the number of UHC Shares outstanding "Effective Date") under the terms and the UHC Shares thus exchanged shall be cancelledconditions prescribed in this Agreement; (ii) each UHC Class A Share of eXeBlock Subco and Nodalblock shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelledcease to exist as entities separate from Amalco, but are continued into Amalco together; (iii) the Nodalblock Subco Common Share will be cancelled and replaced by one Amalco Common Shareshall become a wholly owned Subsidiary of Amalco; (iv) 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, disabilities and debts of each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrantsof eXeBlock Subco and Nodalblock; (v) each UHC Comp Warrant shall a conviction against, or ruling, order or judgment in favour of or against either eXeBlock Subco or Nodalblock may be replaced with one Vesta UHC Replacement Comp Warrantenforced by or against Amalco; (vi) as consideration for the issuance Articles of Amalgamation of Amalco shall be deemed to be the Vesta Shares articles of incorporation of Amalco and the Certificate shall be deemed to effect be the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders certificate of UHC Shares;incorporation of Amalco; and (vii) all of the property and assets of each of Subco and UHC will Amalco shall be deemed to be the property and assets of Amalco and Amalco will be liable for all of party plaintiff or the liabilities and obligations of each of party defendant, as the case may be, in any civil action commenced by or against either eXeBlock Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at or Nodalblock before the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have all legends and notations required by applicable securities laws and the TSXV, to the former UHC Securityholders against delivery by the UHC Securityholders of certificates representing their UHC Securities;Amalgamation has become effective. (e) it is The name of Amalco shall be Oaro Technology Inc. (f) The registered office of Amalco shall be ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇. (g) There shall be no restrictions on the understanding business that Amalco may carry on or on the powers Amalco may exercise. (h) The bylaws of Amalco shall be the Parties that the holders existing bylaws of UHC Shares and UHC Class A Common Shares eXeBlock Subco immediately prior to the Effective Time Date. (including UHC Class A Common Shares issued i) The board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of five (5) directors, until changed in connection accordance with the UHC Financing) CBCA. The first directors of Amalco shall collectively be issued that number of Vesta Shares as are provided in Section ; (f) the Parties hereby acknowledge and agree that upon the Closing, be: Name Address Resident Canadian ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ shall each resign as directors of Vesta, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ shall resign as Chief Financial Officer of Vesta and the board of directors of Vesta shall be constituted as follows: (i) ▇▇▇▇▇▇ ▇▇▇▇▇;▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (iij) The first directors of Amalco shall hold office until the first annual meeting of the shareholders of Amalco, or until their successors are elected or appointed in accordance with the Articles of Amalgamation and the CBCA. The subsequent directors shall be elected each year thereafter by ordinary resolution at either an annual meeting of the shareholders or a special meeting of the shareholders by a majority of the votes cast at such meeting. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to the provisions of the CBCA. (k) The executive officers of Amalco upon completion of the Amalgamation shall be as follows: Name Title ▇▇. ▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Financial Officer (l) Amalco shall be authorized to issue an unlimited number of common shares. (m) At the Effective Time of the Amalgamation and as a result of the Amalgamation: (i) subject to subsection 1.2(o), after completion of the Nodalblock Split and the Share Consolidation, each holder of Post-Split Nodalblock Shares shall receive for all Post-Split Nodalblock Shares held by them the number of Post-Consolidation eXeBlock Shares equal to the Exchange Ratio multiplied by all Post-Split Nodalblock Shares held by them, following which all such Post-Split Nodalblock Shares shall be cancelled; (ii) after completion of the Nodalblock Split and the Share Consolidation, each holder of Nodalblock Options shall receive for all Nodalblock Options held by them the number of Resulting Issuer Options, and each holder of Nodalblock Warrants shall receive for all Nodalblock Warrants held by them the number of Resulting Issuer Warrants, in each case adjusting the number and exercise price thereof accordingly based on the Exchange Ratio, and all other terms of the Nodalblock Convertible Securities shall remain the same, except as may be specifically modified in the case of the Nodalblock Options by the eXeBlock Stock Option Plan; (iii) ▇eXeBlock shall receive one (1) fully paid and non-assessable Amalco Share for each one eXeBlock Subco Share held by eXeBlock, following which all such eXeBlock Subco Shares shall be cancelled; (iv) in consideration of the issuance of Post-Consolidation eXeBlock Shares as provided in subclause (i) above, Amalco shall issue to eXeBlock one (1) Amalco Share for each Post-Consolidation eXeBlock Share issued; (v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares the maximum amount permitted under the ITA; (vi) no fractional eXeBlock Shares shall be issued to Nodalblock Shareholders; in lieu of any fractional entitlement, the number of eXeBlock Shares issued to each former Nodalblock Shareholder shall be rounded down to the next lesser whole number of eXeBlock Shares; (vii) no fractional Resulting Issuer Options shall be issued to holders of Nodalblock Options or Nodalblock Warrants; in lieu of any fractional entitlement, the number of Post-Consolidation eXeBlock Shares issuable to each former Nodalblock Option holder or Nodalblock Warrant holder shall be rounded down to the next lesser whole number of Post- Consolidation eXeBlock Shares; (viii) eXeBlock shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to transactions contemplated by this Agreement to any holder of Post-Split Nodalblock Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Post-Split Nodalblock Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; (ix) Amalco will become a wholly-owned Subsidiary of eXeBlock; (x) the property of each of Nodalblock and eXeBlock Subco continues to be the property of Amalco and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of any rights or obligations of Nodalblock or eXeBlock Subco; (xi) Amalco continues to be liable for the obligations of each of Nodalblock and eXeBlock Subco, including civil, criminal and quasi-criminal, and all Contracts, disabilities and Liabilities, of each of Nodalblock and eXeBlock Subco; and (xii) 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 either Nodalblock or eXeBlock Subco before the Amalgamation has become effective. (n) At the Effective Time: (i) subject to subsection 1.2(o), the registered Nodalblock Shareholders shall become the registered holders of the Post-Consolidation eXeBlock Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of share certificates representing such Post-Split Nodalblock Shares may surrender such certificates to the Depositary and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of Post-Consolidated eXeBlock Shares to which they are so entitled, provided that certificates being delivered to United States holders shall bear on the face thereof the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF OARO TECHNOLOGY CORPORATION AND ANY SUCCESSOR ENTITY (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE ▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇, ▇▇ (iv▇) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇; or such other individuals as shall be acceptable to the Parties and the TSXV. (g) the Parties further acknowledge that upon the Closing: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall act as Chairman of the board of directors and Chief Financial Officer of Vesta; and (ii) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall act as the Chief Executive Officer and Corporate Secretary of Vesta; and each of Exclearon, AOC, Barisan and Mogul hereby consent to the transactions set forth in subparagraph (b) of this Section 2.1; and (h) notwithstanding anything else contained in this Agreement, in the event that any fractional Vesta Securities are to be issued to holders of UHC Securities in connection with the Amalgamation, the number of Vesta Securities to be issued by Vesta shall be: (i) rounded up to the next whole number of Vesta Securities if the number of Vesta Securities to be issued to a holder of UHC Securities is equal to or greater than 0.5 Vesta SecuritiesPURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION; and (ii) eXeBlock shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be rounded down entitled to the next whole number of Vesta Securities if receive a share certificate representing the number of Vesta Securities Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof. (o) Each Nodalblock Share held by a Nodalblock Dissenting Shareholder shall be deemed to be issued transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and Encumbrances, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 2 hereof, and the name of such holder shall be removed from the central securities register as a holder of UHC Securities is equal Post-Split Nodalblock Shares. (p) If a Nodalblock Dissenting Shareholder fails to perfect or less than 0.4effectively withdraws its claim under Part XV of the CBCA or forfeits its right to make a claim under the CBCA or if its rights as a Nodalblock Shareholder are otherwise reinstated, such holder's Post-Split Nodalblock Shares shall thereupon be deemed to have been converted as of the Effective Time as prescribed by subsection 1.2(m)(i). (q) There shall be no restriction on the transferability of the shares of Amalco, except as provided under applicable securities laws and the bylaws of Amalco. (r) Subject to the provisions of the CBCA, appropriate resolutions shall be passed to ensure the following provisions apply to Amalco: (i) Without in any way restricting the powers conferred upon Amalco or its board of directors by the CBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without Authorization of the shareholders, in such amounts and on such terms as it deems expedient: (A) borrow money upon the credit of Amalco; (B) issue, re-issue, sell or pledge debt obligations of Amalco; (C) subject to the provisions of the CBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of Amalco to secure performance of an obligation of any Person; and (D) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to secure any obligation of Amalco. (ii) the board of directors may from time to time delegate to a director, a committee of directors or an officer of Amalco any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.