Lifeist Wellness To Sell Certain Intellectual Property Assets to Spinach Pay, Breathing Life Into a U.S. Cannabis Fintech Concept - Seite 2

Pursuant to the Agreement and the completion of the Transaction, the Purchaser delivered to Lifeist a certificate representing an unsecured redeemable convertible debenture (the “Convertible Debenture”) in the amount of CAD$525,000 (the “Principal Amount”) representing the aggregate purchase price for the Assets. The Convertible Debenture is interest-free and matures on the three-year anniversary of the date of issuance (the “Maturity Date”). In accordance with the terms of the Convertible Debenture, Lifeist has the right, at its option at any time beginning on the business day immediately following the later of (i) the federal legalization of cannabis in the U.S. and (but not or) (ii) the completion of an equity financing of at least $10.0 million by the Purchaser (the “Equity Financing”), but prior to the close of business on the business day prior to the Maturity Date (or, as applicable, the Redemption Date (as defined below), to convert, in whole or in part, the Principal Amount into fully paid and non-assessable common shares in the capital of the Purchaser (“Purchaser Shares'') at the volume weighted average trading price at which the Purchaser Shares have traded on any recognized stock exchange during the 20 consecutive trading days ending immediately prior to the date on which the conversion option is exercised by Lifeist multiplied by 80% (subject to applicable stock exchange policies), or if the Purchaser Shares are not listed or quoted on any stock exchange, then the price per share of the equity securities of the Purchaser sold in the most recent equity financing multiplied by 80% (the “Conversion Price”). In addition, provided that: (i) the federal legalization of cannabis in the United States of America is effective, and (but not or) (ii) an Equity Financing has been completed, the Purchaser shall have the right, at its option, to require Lifeist to convert on the Maturity Date all or any part of the Principal Amount into Purchaser Shares at the Conversion Price. Furthermore, on ten business days’ notice (the “Redemption Date”), the Purchaser may redeem the Convertible Debenture at any time following the date of issuance upon payment of the Principal Amount, subject to the right of Lifeist to convert the Principal Amount into Purchaser Shares at the Conversion Price until 5:00 p.m. (Toronto Time) on the business day prior to the Redemption Date.