Exhibit 4.1
	
	





	
	1-​Name​of​the​applicant​corporation(s)​
Field​Trip​Health​Ltd.
Corporation​number
1238483-3
5​-​Name​of​the​other​bodies​corporate​involved,​if​applicable
Field​Trip​Health​&​Wellness​Ltd.
Corporation​number​or​jurisdiction
1399349-3
2​-​Name​of​the​corporation(s)​the​articles​of​which​are​amended,​if​applicable
Field​Trip​Health​Ltd.
Corporation​number
1238483-3
3​-​Name​of​the​corporation(s)​created​by​amalgamation,​if​applicable
N/A
Corporation​number
4​-​Name​of​the​dissolved​corporation(s),​if​applicable
N/A
Corporation​number
6​-​In​accordance​with​the​order​approving​the​arrangement,​the​plan​of​arrangement​attached​hereto,​involving​the​above​named​
body(ies)​​​​
 ​​​​​corporate,​is​hereby​effected.
If​the​amendment​includes​a​name​change,​indicate​the​change​below:
Change​of​name​of​Field​Trip​Health​Ltd.​to​Reunion​Neuroscience​Inc.
a.​the​articles​of​the​corporation(s)​indicated​in​item​2,​are​amended.
 ✔
b.​the​following​bodies​corporate​and/or​corporations​are​amalgamated​(for​CBCA​corporations​include​the​corporation​number):
c.​the​corporation(s)​indicated​in​item​4​is(are)​liquidated​and​dissolved:​
N/A
In​accordance​with​the​plan​of​arrangement,
N/A
Print​name:​
Joseph​del​Moral
Signature:
Note:​
Misrepresentation​constitutes​an​offence​and,​on​summary​conviction,​a​person​is​liable​to​a​fine​not​exceeding​$5,000​or​to​im
prisonment​for​a​
term​not​exceeding​six​months​or​to​both​(subsection​250(1)​of​the​CBCA).
7​-​I​hereby​certify​that​I​am​a​director​or​an​authorized​officer​of​one​of​the​applicant​corporations.​
ISED-ISDE​3189E​(2020/01)​
Canada​Business​Corporations​Act​
(CBCA)​
FORM​14.1​
ARTICLES​OF​ARRANGEMENT​
(Section​192)​
Page​1​of​2
 ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​






	
	Court​File​No.​CV-22-00681073-00CL
ONTARIO
SUPERIOR​COURT​OF​JUSTICE
(COMMERCIAL​LIST)​
THE​HONOURABLE​
JUSTICE​OSBORNE
)
)
)
WEDNESDAY,​THE​29
th
 ​
DAY​OF​JUNE,​2022
IN​THE​MATTER​OF
 ​an​application​under​section​192​of​the​
Canada​Business​Corporations​
Act
,​R.S.C.​1985,​c.​C-44,​as​amended;
AND​IN​THE​MATTER​OF
 ​Rule​14.05(2)​of​the​
Rules​of​Civil​Procedure
AND​IN​THE​MATTER​OF
 ​a​proposed​arrangement​of​Field​Trip​Health​Ltd.​
FIELD​TRIP​HEALTH​LTD.
Applicant
FINAL​ORDER
THIS​APPLICATION
 ​made​by​Field​Trip​Health​Ltd.​("
Field​Trip
")​pursuant​to​
section​192​of​the​
Canada​Business​Corporations​Act
,​R.S.C.​1985,​c.​C-44,​as​amended,​(the​
 “
CBCA
")​was​heard​this​day​by​videoconference​due​to​the​COVID-19​pandemic.
ON​READING
 ​the​Notice​of​Application​issued​on​May​12,​2022,​the​affidavit​of​
Joseph​del​Moral​sworn
 ​
May​16,​2022,​the​supplementary​affidavit​of​Joseph​del​Moral​sworn​
June​27,​2022,​together​with​the​exhibits​thereto,​and​the​Interim​Order​of​the​Honourable​Justice​
Gilmore​dated​May​18,​2022,​
Electronically​issued​/​Délivré​par​voie​électronique​:​29-Jun-2022
Toronto​Superior​Court​of​Justice​/​Cour​supérieure​de​justice
 ​​​​​​​Court​File​No./N°​du​dossier​du​greffe​:​
CV-22-00681073-00CL






	
	A-2
ON​HEARING
 ​the​submissions​of​counsel​for​Field​Trip,​on​being​advised​that​the​
Director​appointed​under​the​CBCA​does​not​consider​it​necessary​to​appear​on​this​application,​
and​no-one​appearing​for​any​other​person,​including​any​shareholder​of​Field​Trip,​
ON​HAVING
 ​been​advised​that​that​it​is​the​intention​of​Field​Trip​and​Field​Trip​
Health​&​Wellness​Ltd.​("
SpinCo
")​to​rely​upon​section​3(a)(10)​of​the​
United​States​Securities​
Act​of​1933
,​as​amended​(the​"
1933​Act
")​as​a​basis​for​an​exemption​(the​"
Section​3(a)(10)​
Exemption
")​from​the​registration​requirements​of​the​1933​Act​with​respect​to​the​issuance​
and/or​exchange​of​securities​pursuant​to​the​Arrangement​and​on​the​basis​set​forth​in​the​Plan​
of​Arrangement,​and​further,​that​this​order​will​serve​as​a​basis​of​such​claim​to​the​Section​
3(a)(10)​Exemption,​and
 ​
AND​ON​HAVING​DETERMINED
 ​that​the​Arrangement,​as​described​in​the​Plan​of​
Arrangement​attached​as​Schedule​“A”​to​this​order,​is​an​arrangement​for​the​purposes​of​
section​192​of​the​CBCA​and​is​fair​and​reasonable,​substantively​and​procedurally,​in​
accordance​with​the​requirements​of​that​section,
1.
THIS​COURT​ORDERS
 ​that​the​Arrangement,​as​described​in​the​Plan​of​Arrangement​
attached​as​Schedule​“A”​to​this​order,​shall​be​and​is​hereby​approved.​
2.
THIS​COURT​ORDERS
 ​that​the​Applicant​shall​be​entitled​to​seek​leave​to​vary​this​
order​upon​such​terms​upon​giving​such​notice​as​this​court​may​direct,​to​seek​the​advice​and​
directions​of​this​court​as​to​the​implementation​of​this​order,​and​to​apply​for​such​further​order​
or​orders​as​may​be​appropriate.
Electronically​issued​/​Délivré​par​voie​électronique​:​29-Jun-2022
Toronto​Superior​Court​of​Justice​/​Cour​supérieure​de​justice
 ​​​​​​​Court​File​No./N°​du​dossier​du​greffe​:​
CV-22-00681073-00CL
2022.06.2
9 10:56:43
-04’00’













 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 




 


SCHEDULE A


 


PLAN OF ARRANGEMENT


UNDER SECTION 192
OF THE


CANADA BUSINESS
CORPORATIONS ACT


 


ARTICLE 1


DEFINITIONS AND
INTERPRETATION


 


		1.1	Definitions.



 


In this plan of arrangement, unless there is something in
the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:


 


		(a)	“Arrangement”
                                            means the arrangement pursuant to Section 192 of the CBCA in accordance with
                                            the terms and subject to the conditions set out in this Plan of Arrangement, subject to any
                                            amendments or variations thereto made in accordance with Section 6.1 of the Arrangement
                                            Agreement or this Plan of Arrangement, or made at the direction of the Court either in the
                                            Interim Order or Final Order with the written consent of Field Trip and SpinCo;



 


		(b)	“Arrangement
                                            Agreement” means the arrangement agreement dated as of April 28, 2022
                                            between Field Trip and SpinCo, as may be supplemented or amended from time to time;



 


		(c)	“Arrangement
                                            Resolution” means the special resolution of the Field Trip Shareholders approving
                                            the Arrangement, substantially in the form attached as Schedule “A” hereto, subject
                                            to any amendments or variations thereto made in accordance with the terms of the Arrangement
                                            Agreement or at the direction of the Court in the Interim Order with the consent of Field
                                            Trip;



 


		(d)	“Articles”
                                            means, in respect of a person, its articles of incorporation, amalgamation, or
                                            continuation, as applicable, together with all amendments thereto;



 


		(e)	“Business
                                            Day” means a day which is not a Saturday, Sunday or statutory holiday in
                                            the City of Toronto, Ontario;



 


		(f)	“CBCA”
                                            means the Canada Business Corporations Act, R.S.C. , 1985, c. C-44, as amended;



 


		(g)	“Court”
                                            means the Ontario Superior Court of Justice (Commercial List);



 


		(h)	“Depositary”
                                            means Computershare Trust Company of Canada, or such other depositary as Field Trip
                                            may determine;



 


		(i)	“Dissent
                                            Procedures” means the rules pertaining to the exercise of Dissent Rights
                                            as set forth in Section 190 of the CBCA, and Article 5 of this Plan of Arrangement;



 


		(j)	“Dissent
                                            Rights” means the rights of dissent granted in favour of registered holders
                                            of Field Trip Shares in accordance with Article 5 of this Plan of Arrangement;



 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(k)	“Dissenting Share” means
                                            a Field Trip Share in respect of which Dissent Rights are validly exercised by a registered
                                            Field Trip Shareholder;



 


		(1)	“Dissenting Shareholder” means a registered Field Trip Shareholder who has
                                                             validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in
                                                             respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid
                                                             immediately prior to the Effective Time, but only in respect of the Dissenting Shares held by such registered Field Trip
                                                             Shareholder;



 


		(m)	“Effective
                                            Date” means the date on which the Arrangement becomes effective, as agreed
                                            upon by Field Trip and SpinCo in accordance with the Final Order;



 


		(n)	“Effective
                                            Time” means 3:01 a.m. (Toronto time) on the Effective Date or such other
                                            time on the Effective Date as agreed to in writing by Field Trip and SpinCo;



 


		(o)	“Encumbrance”
                                            means any lien, charge, claim, adverse interest, security interest, third party right
                                            or encumbrance of any kind or nature;



 


		(p)	”Field
                                            Trip” means Field Trip Health Ltd., a corporation existing under the CBCA;



 


		(q)	“Field
                                            Trip Amended Equity Incentive Plan” means the existing amended and restated
                                            equity incentive plan of Field Trip, as may be updated or amended from time to time;



 


		(r)	“Field
                                            Trip Board” means the board of directors of Field Trip;



 


		(s)	“Field
                                            Trip Class A Shares” means the Field Trip Shares, as constituted upon
                                            being renamed and redesignated as “Class A common shares without par value”
                                            pursuant to Section 3.1(b) of this Plan of Arrangement;



 


		(t)	“Field
                                            Trip Clinics Business” means Field Trip’s business of operating health centres
                                            for ketamine-enhanced psychotherapy, psychedelic-enhanced psychotherapy and psychedelic-integration
                                            psychotherapy, together with certain digital assets and intellectual property owned by Field
                                            Trip and its subsidiaries which are necessary to conduct the Field Trip Clinics Business
                                            as currently operated and for greater certainty, includes Field Trip’s Jamaica plant-based
                                            research division;



 


		(u)	“Field
                                            Trip Meeting” means the special meeting of the Field Trip Shareholders (including,
                                            any adjournments or postponements thereof) to be held to consider and, if deemed advisable,
                                            approve the Arrangement and such further or other business as may properly come before the
                                            Field Trip Meeting;



 


		(v)	“Field
                                            Trip Optionholders” means the holders of Field Trip Options;



 


		(w)	“Field
                                            Trip Options” means options to acquire Field Trip Shares granted pursuant
                                            to the Field Trip Amended Equity Incentive Plan which are outstanding immediately prior to
                                            the Effective Time;



 


		(x)	“Field
                                            Trip Reorganization” means the transfer of the Field Trip Clinics Business
                                            to SpinCo, to be effected in connection with the Arrangement (and prior to the Effective
                                            Date);



 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(y)	“Field
                                            Trip Shareholder” means a registered or beneficial holder of Field Trip Shares
                                            or Field Trip Class A Shares, as the context requires;



 


		(z)	“Field
                                            Trip Shares” means the common shares without par value in the capital of
                                            Field Trip;



 


		(aa)	“Field Trip
                                            Warrantholders” means the holders of Field Trip Warrants;



 


		(bb)	“Field Trip
                                            Warrants” means the share purchase warrants of Field Trip exercisable to acquire
                                            Field Trip Shares which are outstanding immediately prior to the Effective Time;



 


		(cc)	“Final Order”
                                            means the final order of the Court approving the Arrangement, as such order may be amended
                                            by the Court at any time prior to the Effective Date;



 


		(dd)	“Information
                                            Circular” means the management information circular of Field Trip, including all
                                            exhibits, appendices, and schedules thereto, to be sent to the Field Trip Shareholders in
                                            connection with the Field Trip Meeting, together with any amendments or supplements thereto;



 


		(ee)	“Interim Order”
                                            means the interim order of the Court providing advice and directions in connection with the
                                            Field Trip Meeting and the Arrangement;



 


		(ff)	“In-the-Money Amount”,
                                            in respect of an option, at any particular time, means the amount, if any, by which the fair
                                            market value at that time of the securities subject to the option exceeds the exercise price
                                            of the option. For purposes of calculating the In-the-Money Amount under Section 3.1(d) hereof,
                                            (A) the fair market value of a Field Trip Share will be calculated as the two-day volume-weighted
                                            average trading price of a Field Trip Share on the TSX on the two trading days immediately
                                            prior to the Effective Date and (B) the fair market value of a Reunion Share or SpinCo
                                            Share will be calculated as the two-day volume-weighted average trading price of a Reunion
                                            Share or SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon
                                            which the Reunion Shares or SpinCo Shares trade on the TSX or TSXV, as applicable, following
                                            the                        Effective           Date;



 


		(gg)	“Letter of Transmittal”
                                            means the letter of transmittal in respect of the Arrangement to be sent to the Field Trip
                                            Shareholders together with the Information Circular;



 


		(hh)	“Option Agreement”
                                            means, with respect to an Optionee, the written agreement between Field Trip and the Optionee
                                            evidencing the terms and conditions of the Field Trip Options granted to such Optionee;



 


		(ii)	“Option Spread” means, with respect to any Field Trip Option, Reunion Replacement
                                                              Option or SpinCo Option, at any relevant time, the positive or negative difference determined by subtracting (i) the aggregate
                                                              exercise price of the applicable option from (ii) the fair market value of the shares subject to such option. For purposes of
                                                              calculation of Option Spread under Section 3.1(d) hereof, (A) the fair market value of a Field Trip Share will be
                                                              calculated as the two day volume weighted average trading price of a Field Trip Share on the TSX on the two trading days immediately
                                                              prior to the Effective Date and (B) the fair market value of a Reunion Share or SpinCo Share will be calculated as the two day
                                                              volume weighted average trading price of a Reunion Share or SpinCo Share on the TSX or TSXV, as applicable, on the first two trading
                                                              days upon which the Reunion Shares or SpinCo Shares trade on the TSX or TSXV, as applicable, following the Effective Date;



 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(jj)	“Optionee”
                                            means a holder of Field Trip Options and/or SpinCo Options, as the context requires;



 


		(kk)	“Plan of Arrangement” means this plan of arrangement, as the same may be amended
                                                              from time to time;



 


		(ll)	“Reunion Replacement Option”
                                            means an option to acquire a Reunion Share to be issued by Reunion to a holder of a Field
                                            Trip Option pursuant to Section 3.1(d) of this Plan of Arrangement;



 


		(mm)	“Reunion
                                            Shares” means the new class of common shares without par value in the capital
                                            of Field Trip, to be created pursuant to Section 3.1(c) of this Plan of Arrangement
                                            and issued to the Field Trip Shareholders pursuant to Section 3.1(e)(i) of this
                                            Plan of Arrangement, which new class of shares will be identical in every relevant respect
                                            to the Field Trip Shares, and which, for certainty, will represent the common shares in the
                                            capital of Field Trip, as constituted following the completion of the change of its corporate
                                            name pursuant to Section 3.1(b) of this Plan of Arrangement;



 


		(nn)	“Share Distribution
                                            Record Date” means the close of business on the Business Day immediately preceding
                                            the Effective Date for the purpose of determining the Field Trip Shareholders entitled to
                                            receive Reunion Shares and SpinCo Shares pursuant to this Plan of Arrangement or such other
                                            date as the Field Trip Board may select;



 


		(oo)	“SpinCo”
                                            means Field Trip Health & Wellness Ltd., a corporation existing under the
                                            federal laws of Canada;



 


		(pp)	“SpinCo Optionholders”
                                            means the holders of SpinCo Options;



 


		(qq)	“SpinCo Options”
                                            means options to acquire SpinCo Shares to be issued in accordance with the SpinCo Stock Option
                                            Plan and upon such terms as may be determined by the board of directors of SpinCo.



 


		(rr)	“SpinCo Shareholder” means a registered or beneficial holder of SpinCo Shares, as
                                                              the context requires;



 


		(ss)	“SpinCo
                                            Shares” means the common shares without par value in the capital of SpinCo,
                                            which for greater certainty includes the 60,000,000 SpinCo Shares to be issued to Field Trip
                                            prior to the Effective Date to complete the acquisition of the Field Trip Clinics Business
                                            pursuant to the Field Trip Reorganization;



 


		(tt)	“SpinCo
                                            Stock Option Plan” means the stock option plan to be adopted by SpinCo in
                                            accordance with the Arrangement Agreement, as the same may be modified, amended or restated
                                            from time to time;



 


		(uu)	“Tax
                                            Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1,
                                            as amended;



 


		(vv)	“TSX” means the Toronto Stock Exchange;



 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(ww)	“TSXV”
                                            means the TSX Venture Exchange; and



 


		(xx)	“U.S.
                                            Securities Act” means the United States Securities Act of 1933, as
                                            amended.



 


		1.2	Interpretation
                                            Not Affected by Headings.



 


The division of this Plan of Arrangement
into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms
 “this Plan of Arrangement”, “hereof”, “hereunder” and similar expressions refer to this Plan of Arrangement
as a whole and not to any particular article, section, subsection, paragraph or subparagraph and include any agreement or instrument
supplementary or ancillary hereto.


 


		1.3	Number and
                                            Gender.



 


Unless the context otherwise requires,
words importing the singular number only shall include the plural and vice versa, words importing the use of either gender shall
include both genders and neuter and words importing persons shall include firms and corporations.


 


		1.4	Meaning.



 


Words and phrases used herein and defined
in the CBCA shall have the same meaning herein as in the CBCA, unless the context otherwise requires.


 


		1.5	Date for any
                                            Action.



 


If any date on which any action is
required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding
Business Day.


 


		1.6	Governing
                                            Law.



 


This Plan of Arrangement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.


 


ARTICLE 2


ARRANGEMENT AGREEMENT


 


		2.1	Arrangement
                                            Agreement.



 


This Plan of Arrangement is made pursuant and subject to
the provisions of the Arrangement Agreement.


 


		2.2	Arrangement
                                            Effectiveness.



 


The Arrangement and this Plan of Arrangement
shall become final and conclusively binding on Field Trip, the Field Trip Shareholders (including Dissenting Shareholders), the Field
Trip Warrantholders, the Field Trip Optionholders, the SpinCo Shareholders, and the SpinCo Optionholders at the Effective Time without
any further act or formality as required on the part of any person, except as expressly provided herein.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


  


ARTICLE 3


THE ARRANGEMENT


 


		3.1	The Arrangement.



 


Commencing at the Effective Time, each
of the steps, events or transactions set out below shall, except for steps, events or transactions deemed to occur concurrently with
other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in ten minute intervals in the
following order (or in such other manner, order or times as Field Trip and SpinCo may agree in writing) without any further act or formality
(notwithstanding anything contained in the provisions attaching to any of the securities of Field Trip or SpinCo), except as otherwise
provided herein:


 


		(a)	Each Dissenting Share held by a Dissenting
                                            Shareholder shall be, and shall be deemed to have been, transferred by the holder thereof
                                            to, and acquired for cancellation, by Field Trip (free and clear of any Encumbrances), and:



 


		(i)	such Dissenting Shareholders shall cease
                                            to be holders of such Dissenting Shares and to have any rights as Field Trip Shareholders
                                            in respect of such Dissenting Shares, other than the right to be paid fair value for such
                                            Dissenting Shares by Field Trip in accordance with Article 5 of this Plan of Arrangement;



 


		(ii)	all such Dissenting Shares so transferred
                                            to Field Trip pursuant to this Section 3.1(a) shall be cancelled; and



 


		(iii)	such Dissenting Shareholders’ names
                                            shall be removed from the register of holders of Field Trip Shares maintained by or on behalf
                                            of Field Trip as it relates to the Dissenting Shares so transferred.



 


		(b)	The authorized share structure and Articles
                                            of Field Trip shall be amended to (i) change the name of Field Trip from “Field
                                            Trip Health Ltd.” to “Reunion Neuroscience Inc.”, or such other name as the
                                            Field Trip Board may determine, and (ii) re-name and re-designate the Field Trip Shares
                                            as “Class A common shares without par value”, being the Field Trip Class A
                                            Shares, and to create special rights and restrictions attached thereto to provide the holders
                                            thereof with two (2) votes in respect of each Field Trip Class A Share held, and,
                                            concurrently therewith, outside of and not as part of this Plan of Arrangement, the Field
                                            Trip Class A Shares will be represented for listing purposes on the TSX by the continued
                                            listing of the Field Trip Shares.



 


		(c)	In conjunction with the reorganization of
                                            the capital of Field Trip contemplated in this Section 3.1, the authorized share structure
                                            and Articles of Field Trip shall be amended to create and authorize the issuance of (in addition
                                            to the shares it is authorized to issue immediately before such amendment) an additional
                                            class of shares to be designated as “Common Shares without par value”, being the
                                            Reunion Shares, which shares shall be unlimited in number and have terms and special rights
                                            and restrictions identical to those of the Field Trip Shares immediately prior to giving
                                            effect to Section 3.1(b) of this Plan of Arrangement.



 






     

     


    

 





	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(d)	To the extent any Field Trip Options are
                                            not already subject to the below terms, each Field Trip Option to acquire one (1) Field
                                            Trip Share outstanding immediately prior to this 3.1(d) shall be, and shall be deemed
                                            to be, simultaneously surrendered and transferred by the Optionee thereof to Field Trip (free
                                            and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one
                                            (1) Reunion Replacement Option to acquire one (1) Reunion Share having an exercise
                                            price (rounded up to the nearest cent) equal to the exercise price of the Field Trip Option
                                            so exchanged immediately before the exchange of such Field Trip Option multiplied by the
                                            proportion which the two day volume-weighted average trading price of a Reunion Share on
                                            the TSX on the first two trading days upon which the Reunion Shares trade on the TSX following
                                            the Effective Date is of the aggregate of the two day volume-weighted average trading price
                                            of a Reunion Share and SpinCo Share on the TSX or TSXV, as applicable, on the first two trading
                                            days upon which the Reunion Shares and SpinCo Shares trade on the TSX or TSXV, as applicable,
                                            following the Effective Date; and 0.85983356 of a SpinCo Option, with each whole SpinCo Option
                                            entitling the holder thereof to acquire one (1) SpinCo Share having an exercise price
                                            (rounded up to the nearest cent) equal to the exercise price of the Field Trip Option so
                                            exchanged immediately before the exchange of such Field Trip Option multiplied by the proportion
                                            which the two day volume-weighted average trading price of a Spinco Share on the TSXV on
                                            the first two trading days upon which the Spinco Shares trade on the TSXV following the Effective
                                            Date is of the aggregate of the two day volume-weighted average trading price of a Reunion
                                            Share and SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon
                                            which the Reunion Shares and SpinCo Shares trade on the TSX or TSXV, as applicable following
                                            the Effective Date, provided that, for greater certainty:


 


		(i)	the exercise prices
                                            for such Reunion Replacement Option and SpinCo Option shall be adjusted to the extent required
                                            to ensure that (A) neither the aggregate In-the-Money Amount nor the aggregate Option
                                            Spread of the Reunion Replacement Option and 0.85983356 of the SpinCo Option immediately
                                            after the exchange exceeds the In-the-Money-Amount and Option Spread of the Field Trip Option
                                            so exchanged immediately before the exchange of such Field Trip Option and (B) solely
                                            in the case of Optionees who are U.S. taxpayers, the ratio of the exercise price to the Fair
                                            Market Value of the Reunion Share or SpinCo Share, as applicable, is not more favorable to
                                            the Optionee than the ratio of the exercise price to the Fair Market Value of a Field Trip
                                            Share immediately prior to the Effective Time;



 


		(ii)	the holder of a Reunion
                                            Replacement Option or SpinCo Option will receive no consideration other than the Reunion
                                            Replacement Option and SpinCo Option in respect of the transfer of the Field Trip Option
                                            pursuant to this Section 3.1(d);



 


		(iii)	no Reunion Replacement
                                            Option or SpinCo Option will be exercisable until after the date that is after five trading
                                            days following the date the Reunion Shares appear on the TSX’s publicly disseminated trading
                                            list;



 


		(iv)	the Options so transferred
                                            to Field Trip pursuant to this Section 3.1(d) shall be cancelled.



 


It is intended that subsection 7(1.4)
of the Tax Act apply to the exchange of Field Trip Options and that, in the case of an Optionee subject to United States federal income
taxation, such exchange also satisfy the relevant requirements of Section 409A or 424 of the United States Internal Revenue Code
of 1986, as amended, and corresponding United States Treasury Regulations. Therefore, in the event that the aggregate In-the-Money Amount
in respect of a Reunion Replacement Option and 0.85983356 of a SpinCo Option immediately after the exchange exceeds the Field Trip Option
In-the-Money Amount in respect of the Field Trip Option so exchanged immediately before the exchange, the exercise price of the Reunion
Replacement Option and/or the SpinCo Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the
aggregate of the Reunion Replacement Option In-the-Money Amount and the SpinCo In-the-Money Amount does not exceed the In-The Money Amount
in respect of the Field Trip Option. The parties are authorized to make any amendments or adjustments to the Plan of Arrangement they
consider necessary to satisfy subsection 7(1.4) of the Tax Act and sections 409A and 424 of the Internal Revenue Code.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(e)	Pursuant to the reorganization of the capital
                                            of Field Trip contemplated in this Section 3.1, all Field Trip Class A Shares outstanding
                                            immediately after giving effect to Section 3.1(b) of this Plan of Arrangement shall
                                            be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof
                                            to Field Trip (free and clear of any Encumbrances), and in sole exchange therefor Field Trip
                                            shall:



 


		(i)	issue to the Field Trip Shareholders one
                                            (1) Reunion Share for each Field Trip Class A Share so exchanged; and



 


		(ii)	subject to Section 3.2 of this Plan
                                            of Arrangement, distribute to the Field Trip Shareholders, as a reduction of stated capital
                                            and paid-up capital of the Field Trip Class A Shares, 0.85983356 of a SpinCo Share held
                                            by Field Trip (other than any SpinCo Share set aside pursuant to Section 5.3) for each
                                            Field Trip Class A Share so exchanged;



 


and:


 


		(iii)	such Field Trip Shareholders shall cease
                                            to be holders of such Field Trip Class A Shares or have any rights as holders of Field
                                            Trip Class A Shares and shall be removed from the register of holders of Field Trip
                                            Class A Shares maintained by or on behalf of Field Trip;



 


		(iv)	all such Field Trip Class A Shares
                                            so transferred to Field Trip pursuant to this Section 3.1(e) shall be cancelled;



 


		(v)	such Field Trip Shareholders’ names shall
                                            be added to the register of holders of Reunion Shares maintained by or on behalf of Field
                                            Trip;



 


		(vi)	Field Trip shall cease to be a holder
                                            of the SpinCo Shares distributed pursuant to Section 3.1(e)(ii) of this Plan of
                                            Arrangement and shall be removed, in respect of the SpinCo Shares so distributed, from the
                                            register of holders of SpinCo Shares maintained by or on behalf of SpinCo; and



 


		(vii)	such Field Trip Shareholders’ names
                                            shall be added as holders to the register of holders of SpinCo Shares maintained by or on
                                            behalf of SpinCo, and



 


in connection therewith, the balance
in the capital account maintained by Field Trip in respect of the Field Trip Class A Shares shall be reduced to nil and the balance
of the capital account maintained by Field Trip in respect of the Reunion Shares shall be increased by an amount equal to the “paid-up
capital”(as determined for purposes of the Tax Act) of the Field Trip Class A Shares immediately prior to this Section 3.1(e) minus
the fair market value of the SpinCo Shares distributed pursuant to this Section 3.1(e). For greater certainty, the exchange of Field
Trip Class A Shares for Reunion Shares and the SpinCo Shares pursuant to this Section 3.1(e)is intended to be governed by Section 86
of the Tax Act.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		(f)	Concurrently with Section 3.1(e) of
                                            this Plan of Arrangement, each Field Trip Warrant outstanding immediately prior to this Section 3.1(f) shall
                                            be deemed to be simultaneously amended to entitle the Field Trip Warrantholder to receive,
                                            upon due exercise of the Field Trip Warrant, for the original exercise price:



 


		(i)	one (1) Reunion Share for each Field Trip Share that was issuable
                                            upon due exercise of the Field Trip Warrant immediately prior to this Section 3.1(f);
                                            and



 


		(ii)	0.85983356 of a SpinCo Share for each
                                            Field Trip Share that was issuable upon due exercise of a Field Trip Warrant immediately
                                            prior to this Section 3.1(f).



 


		(g)	The authorized share structure and Articles
                                            of Field Trip shall be amended by eliminating the Field Trip Class A Shares and deleting
                                            the special rights and restrictions attached thereto, such that, following such amendment,
                                            Field Trip will be authorized to issue an unlimited number of Reunion Shares.



 


		(h)	The Reunion Shares will be consolidated
                                            on the basis of one post-consolidation Reunion Share for a number between 1 and 5 pre-consolidation
                                            Reunion Shares, which number will be determined by Field Trip in advance of the Effective
                                            Date in its sole discretion.



 


		3.2	No Fractional
                                            Shares.



 


Notwithstanding any other provision
of this Plan of Arrangement, (i) no fractional SpinCo Shares will be distributed by Field Trip pursuant to Section 3.1(e)(ii) of
this Plan of Arrangement, and (ii) no fractional SpinCo Shares will be distributed by Field Trip or SpinCo upon the exercise of
Field Trip Warrants, Reunion Options, or SpinCo Options following the Effective Time. If a Field Trip Shareholder, Field Trip Warrantholder,
Field Trip Optionholder, or SpinCo Optionholder, as the case may be, would, but for this Section 3.2, otherwise be entitled under
this Plan of Arrangement to receive a fractional Reunion Share or a fractional SpinCo Share, as applicable, the number of Reunion Shares
or SpinCo Shares, as applicable, actually distributable to such Field Trip Shareholder, Field Trip Warrantholder, Field Trip Optionholder,
or SpinCo Optionholder, as the case may be, shall, notwithstanding any other provision of this Plan of Arrangement or the certificate
or instrument evidencing the Field Trip Warrants, be rounded down to the next lower whole number, and the fractional entitlement shall
be cancelled without any compensation or other consideration therefor. For greater certainty, in calculating such fractional interests,
all fractional entitlements of any particular Field Trip Shareholder, Field Trip Warrantholder, Field Trip Optionholder, or SpinCo Optionholder,
as the case may be, shall be aggregated prior to rounding.


 


		3.3	Deemed Fully
                                            Paid and Non-Assessable Shares.



 


All Reunion Shares, Field Trip Class A
Shares, and SpinCo Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable
shares for all purposes of the CBCA.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		3.4	Supplementary
                                            Actions.



 


Notwithstanding that the transactions
and events set out in Section 3.1 shall occur and shall be deemed to occur in the chronological or concurrent order therein set
out without any act or formality, each of Field Trip and SpinCo shall be required to make, do and execute or cause and procure to be
made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required
to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1, including, without
limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing
the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock
options.


 


		3.5	Withholding.



 


Each of Field Trip, SpinCo and the
Depositary shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of Reunion Shares or
SpinCo Shares made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax
Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement
to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement, provided such amount is
remitted to the appropriate governmental authority. Without limiting the generality of the foregoing, any Reunion Shares or SpinCo Shares
so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net
of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction
and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.


 


		3.6	No Liens.



 


Any exchange or transfer of securities
pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties
of any kind.


 


		3.7	U.S. Securities
                                            Law Matters.



 


The Court is advised that the Arrangement
will be carried out with the intention that the Reunion Shares, SpinCo Shares, Reunion Replacement Options and Spinco Options delivered
or deemed to be delivered upon completion of the Arrangement to the Field Trip Shareholders, Field Trip Optionholders and Spinco Optionholders
on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities
Act provided by Section 3(a)(10) of the U.S. Securities Act.


 


ARTICLE 4


CERTIFICATES


 


		4.1	Field Trip
                                            Class A Shares.



 


Recognizing that the Field Trip Shares
shall be renamed and redesignated as Field Trip Class A Shares pursuant to Section 3.1(b) and that the Field Trip Class A
Shares shall be exchanged for Reunion Shares pursuant to Section 3.1(e), Field Trip shall not issue replacement share certificates
representing the Field Trip Class A Shares.


 


		4.2	SpinCo Share
                                            Certificates.



 


As soon as practicable following the
Effective Date, Field Trip or SpinCo shall deliver or cause to be delivered to the Depositary certificates representing the SpinCo Shares
required to be distributed to the registered Field Trip Shareholders as at immediately prior to the Effective Time in accordance with
the provisions of Section 3.1(e) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and
nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1hereof.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		4.3	Reunion Share
                                            Certificates.



 


As soon as practicable following the
Effective Date, Field Trip shall deliver or cause to be delivered to the Depositary certificates representing the Reunion Shares required
to be issued to registered Field Trip Shareholders as at immediately prior to the Effective Time in accordance with the provisions of
Section 3.1(e) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such
holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.


 


		4.4	Interim Period.



 


Any Field Trip Shares traded after
the Share Distribution Record Date will represent Reunion Shares as of the Effective Date and shall not carry any rights to receive SpinCo
Shares.


 


ARTICLE 5


RIGHTS OF DISSENT


 


		5.1	Dissent Right.



 


Registered holders of Field Trip Shares
may exercise Dissent Rights with respect to their Field Trip Shares in connection with the Arrangement pursuant to the Interim Order
and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of
the Court, and provided that such dissenting Shareholder delivers a written notice of dissent to Field Trip at least two (2) Business
Days before the day of the Field Trip Meeting or any adjournment or postponement thereof.


 


		5.2	Dealing with
                                            Dissenting Shares.



 


Field Trip Shareholders who duly exercise
Dissent Rights with respect to their Dissenting Shares and who:


 


		(a)	are ultimately entitled to be paid fair
                                            value for their Dissenting Shares by Field Trip shall be deemed to have transferred their
                                            Dissenting Shares to Field Trip for cancellation as of the Effective Time pursuant to Section 3.1(a);
                                            or



 


		(b)	for any reason are ultimately not entitled
                                            to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement
                                            on the same basis as a non-dissenting Field Trip Shareholder and shall receive Reunion Shares
                                            and SpinCo Shares on the same basis as every other non- dissenting Field Trip Shareholder,



 


but in no case shall Field Trip be
required to recognize such persons as holding Field Trip Shares on or after the Effective Date.


 


		5.3	Reservation
                                            of SpinCo Shares.



 


If a Field Trip Shareholder exercises
Dissent Rights, Field Trip shall, on the Effective Date, set aside and not distribute that portion of the SpinCo Shares which is attributable
to the Field Trip Shares for which Dissent Rights have been exercised. If the dissenting Field Trip Shareholder is ultimately not entitled
to be paid for their Dissenting Shares, Field Trip shall distribute to such Field Trip Shareholder his or her pro
rata portion of the SpinCo Shares. If a Field Trip Shareholder duly complies with the Dissent Procedures and is ultimately
entitled to be paid for their Dissenting Shares, then Field Trip shall retain the portion of the SpinCo Shares attributable to such Field
Trip Shareholder and such shares will be dealt with as determined by the Field Trip Board in its discretion.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


ARTICLE 6


DELIVERY OF SHARES


 


		6.1	Delivery of
                                            Shares.



 


		(a)	Upon surrender to the Depositary for cancellation
                                            of a certificate that immediately before the Effective Time represented one or more outstanding
                                            Field Trip Shares, together with a duly completed and executed Letter of Transmittal and
                                            such additional documents and instruments as the Depositary may reasonably require, the holder
                                            of such surrendered certificate will be entitled to receive in exchange therefor, and the
                                            Depositary shall deliver to such holder following the Effective Time, a certificate representing
                                            the Reunion Shares and a certificate representing the SpinCo Shares that such holder is entitled
                                            to receive in accordance with Section 3.1 hereof.



 


		(b)	After the Effective Time and until surrendered
                                            for cancellation as contemplated by Section 6.1(a) hereof, each certificate that
                                            immediately prior to the Effective Time represented one or more Field Trip Shares shall be
                                            deemed at all times to represent only the right to receive in exchange therefor a certificate
                                            representing the Reunion Shares and a certificate representing the SpinCo Shares that such
                                            holder is entitled to receive in accordance with Section 3.1 hereof.



 


		6.2	Lost Certificates.



 


If any certificate that immediately
prior to the Effective Time represented one or more outstanding Field Trip Shares that were exchanged for Reunion Shares and SpinCo Shares
in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen
or destroyed certificate, the Reunion Shares and SpinCo Shares that such holder is entitled to receive in accordance with Section 3.1
hereof. When authorizing such delivery of Reunion Shares and SpinCo Shares that such holder is entitled to receive in exchange for such
lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the
delivery of such Reunion Shares and SpinCo Shares, give a bond satisfactory to Field Trip, SpinCo and the Depositary in such amount as
Field Trip, SpinCo and the Depositary may direct, or otherwise indemnify Field Trip, SpinCo and the Depositary in a manner satisfactory
to Field Trip, SpinCo and the Depositary, against any claim that may be made against Field Trip, SpinCo or the Depositary with respect
to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the Articles
of Field Trip.


 


		6.3	Distributions
                                            with Respect to Unsurrendered Certificates.



 


No dividend or other distribution declared
or made after the Effective Time with respect to Reunion Shares or SpinCo Shares with a record date after the Effective Time shall be
delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Field
Trip Shares unless and until the holder of such certificate shall have complied with the provisions of Section 6.1 or Section 6.2
hereof. Subject to applicable law and to Section 3.5 hereof, at the time of such compliance, there shall, in addition to the delivery
of the Reunion Shares and SpinCo Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the
amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Reunion
Shares and/or SpinCo Shares, as applicable.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		6.4	Limitation
                                            and Proscription.



 


To the extent that a former Field Trip
Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2 hereof, as applicable, on or before the
date that is six (6) years after the Effective Date (the “Final Proscription Date”), then the Reunion Shares and
SpinCo Shares that such former Field Trip Shareholder was entitled to receive shall be automatically cancelled without any repayment
of capital in respect thereof and the Reunion Shares and SpinCo Shares to which such Field Trip Shareholder was entitled, shall be delivered
to SpinCo (in the case of the SpinCo Shares) or Field Trip (in the case of the Reunion Shares) by the Depositary and certificates representing
such Reunion Shares and SpinCo Shares shall be cancelled by Field Trip and SpinCo, as applicable, and the interest of the former Field
Trip Shareholder in such Reunion Shares and SpinCo Shares or to which it was entitled shall be terminated as of such Final Proscription
Date. For greater certainty, any amounts for dividends or distributions related to such Reunion Shares and SpinCo Shares being held by
the Depositary in accordance with Section 6.3 shall be surrendered and returned to Reunion or SpinCo, as applicable, without interest
concurrent with the cancellation of any entitlement to receive such Reunion Shares and SpinCo Shares pursuant to this Section 6.4.


 


		6.5	Paramountcy.



 


From and after the Effective Time:
(i) this Plan of Arrangement shall take precedence and priority over any and all Field Trip Shares, Field Trip Warrants and Field
Trip Options issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of Field Trip Shares,
Field Trip Warrants, Field Trip Options, SpinCo, the Depositary and any transfer agent or other depositary therefor, shall be solely
as provided for in this Plan of Arrangement.


 


ARTICLE 7


AMENDMENTS & WITHDRAWAL


 


		7.1	Amendments.



 


Field Trip and SpinCo reserve the right
to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any
such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following
the Field Trip Meeting, approved by the Court.


 


		7.2	Amendments
                                            Made Prior to or at the Field Trip Meeting.



 


Any amendment, modification or supplement
to this Plan of Arrangement, if agreed upon by Field Trip and SpinCo, may be proposed by Field Trip and SpinCo at any time prior to or
at the Field Trip Meeting with or without any prior notice or communication, and if so proposed and accepted by the Field Trip Shareholders
voting at the Field Trip Meeting, shall become part of this Plan of Arrangement for all purposes.


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


		7.3	Amendments
                                            Made After the Field Trip Meeting.



 


Any amendment, modification or supplement
to this Plan of Arrangement, if agreed upon by Field Trip and SpinCo, may be proposed by Field Trip and SpinCo after the Field Trip Meeting
but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Field
Trip Meeting shall be effective and shall become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any
amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally
by Field Trip, provided that it concerns a matter which, in the reasonable opinion of Field Trip and SpinCo, is of an administrative
nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic
interests of any Field Trip Shareholder, SpinCo Shareholder, or holder of Field Trip Warrants.


 


		7.4	Withdrawal.



 


Notwithstanding any prior approvals
by the Court or by the Field Trip Shareholders, the Field Trip Board may decide not to proceed with the Arrangement and to revoke the
Arrangement Resolution at any time prior to the Effective Time, without further approval of, or notice to, the Court or the Field Trip
Shareholders.


 


[Remainder of page intentionally left
blank.]


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


SCHEDULE “A”


 


ARRANGEMENT RESOLUTION


 


“BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:


 


		1.	The
                                            arrangement (the “Arrangement”) under Section 192 of the Canada
                                            Business Corporations Act (the “CBCA”) involving Field Trip Health
                                            Ltd., a corporation incorporated pursuant to the federal laws of Canada (“Field
                                            Trip”), its shareholders and Field Trip Health & Wellness Ltd.,
                                            a corporation incorporated pursuant to the federal laws of Canada (“SpinCo”),
                                            all as more particularly described and set forth in the management information circular (the
                                            “Information Circular”) of Field Trip dated •, 2022 accompanying
                                            the notice of meeting (as the Arrangement may be, or may have been, modified or amended in
                                            accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, each
                                            as defined below), be and is hereby authorized, approved and adopted.



 


		2.	The plan of arrangement
                                            (the “Plan of Arrangement”), implementing the Arrangement, the full text
                                            of which is appended to the Information Circular (as the Plan of Arrangement may be, or may
                                            have been, modified or amended in accordance with its terms), be and is hereby authorized,
                                            approved and adopted.



 


		3.	The amended and restated
                                            arrangement agreement (the “Arrangement Agreement”) between Field Trip and
                                            SpinCo dated May 18, 2022 and all the transactions contemplated therein, the actions
                                            of the directors of Field Trip in approving the Arrangement and the actions of the directors
                                            and officers of Field Trip in executing and delivering the Arrangement Agreement and any
                                            amendments thereto, be and are hereby confirmed, ratified, authorized and approved.



 


		4.	Notwithstanding that
                                            this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders
                                            of Field Trip or that the Arrangement has been approved by the Ontario Superior Court of
                                            Justice (Commercial List), the directors of Field Trip be and are hereby authorized and empowered,
                                            without further notice to, or approval of, the shareholders of Field Trip:



 


		(a)	to amend the Arrangement Agreement or the
                                            Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement;
                                            and



 


		(b)	subject to the terms of the Arrangement Agreement, not to proceed with
                                            the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).



 


		5.	Any one director or officer
                                            of Field Trip be and is hereby authorized and directed, for and on behalf and in the name
                                            of Field Trip, to execute and deliver, whether under the corporate seal of Field Trip or
                                            otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices,
                                            certificates, confirmations and other documents and to do or cause to be done all such other
                                            acts and things as in the opinion of such director or officer may be necessary, desirable
                                            or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement
                                            and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement
                                            Agreement, including:



 


		(a)	all actions required to be taken by or on
                                            behalf of Field Trip, and all necessary filings and obtaining the necessary approvals, consents
                                            and acceptances of appropriate regulatory authorities; and



  






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


Page 2


 


		(b)	the signing of the certificates,
                                            consents and other documents or declarations required under the Arrangement Agreement or
                                            otherwise to be entered into by Field Trip;



 


 such determination to be conclusively evidenced
                                            by the execution and delivery of such document, agreement or instrument or the doing of any
                                            such act or thing.”


 






     

     


    

 


	Electronically issued / Délivré par voie électronique : 29-Jun-2022	 	Court File No./N° du dossier du greffe
    : CV-22-00681073-00CL
	Toronto Superior Court of Justice / Cour supérieure de justice	 	 


 


IN
THE MATTER OF AN APPLICATION under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as
amended


AND IN
THE MATTER OF AN APPLICATION under Rule 14.05(2) of the Rules of Civil Procedure


AND IN
THE MATTER OF A PROPOSED ARRANGEMENT OF FIELD TRIP HEALTH LTD. 


 


FIELD TRIP HEALTH LTD.


Applicant


 


Court File No. CV-22-00681073-00CL


	 	 
	 	ONTARIO
	 	SUPERIOR
    COURT OF JUSTICE
	 	(COMMERCIAL
    LIST)
	 	 
	 	PROCEEDING
    COMMENCED AT
	 	TORONTO
	 	 
	 	 
	 	FINAL
    ORDER
	 	 
	 	 
	 	BENNETT
    JONES LLP
	 	3400
    One First Canadian Place
	 	P.O. Box
    130
	 	Toronto
    ON M5X 1A4
	 	 
	 	Alan
    Gardner (#41479N)
	 	Telephone:
    (416) 777-6231
	 	Email:	gardnera@bennettjones.com
	 	 
	 	Joseph
    N. Blinick (#64325B)
	 	Telephone:
    (416) 777-4828 
	 	Email:	blinickj@bermettjones.com 
	 	 	 
	 	Fax:
    (416) 863-1716
	 	 
	 	Lawyers
    for the Applicant/Moving Party,
	 	Field
    Trip Health Ltd.




 





     

     


    

 





	
	











Certificate of Amendment
Loi canadienne sur les sociétés par actions
Canada Business Corporations Act
Certificat de modification
Field Trip Health Ltd.
1238483-3
Corporate name / Dénomination sociale
Corporation number / Numéro de société
Raymond Edwards

Date of amendment (YYYY-MM-DD)
Date de modification (AAAA-MM-JJ)
Director / Directeur
2020-10-05
I HEREBY CERTIFY that the articles of the
above-named corporation are amended under
section 178 of the Canada Business
Corporations Act as set out in the attached
articles of amendment.
JE CERTIFIE que les statuts de la société
susmentionnée sont modifiés aux termes de
l’article 178 de la Loi canadienne sur les
sociétés par actions, tel qu’il est indiqué dans les
clauses modificatrices ci-jointes.







	
	

Form 4
Canada Business Corporations Act
(CBCA) (s. 27 or 177)

Formulaire 4
Loi canadienne sur les sociétés par
actions (LCSA) (art. 27 ou 177)
Articles of Amendment
Clauses modificatrices
Corporate name
Dénomination sociale
1
Field Trip Health Ltd.
Corporation number
Numéro de la société
2
1238483-3
The articles are amended as follows
Les statuts sont modifiés de la façon suivante
3
ON
The corporation changes the province or territory in Canada where the registered office is situated to:
La province ou le territoire au Canada où est situé le siège social est modifié pour :
Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250
(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement
maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank
number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils
seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.
Ronan Levy
416-505-0929
Ronan Levy
Original signed by / Original signé par
4
Declaration: I certify that I am a director or an officer of the corporation.
Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.
IC 3069 (2008/04)







	
	











Certificate of Continuance
Loi canadienne sur les sociétés par actions
Canada Business Corporations Act
Certificat de prorogation
Field Trip Health Ltd.
1238483-3
Corporate name / Dénomination sociale
Corporation number / Numéro de société
Raymond Edwards

Date of Continuance (YYYY-MM-DD)
Date de prorogation (AAAA-MM-JJ)
Director / Directeur
2020-10-01
JE CERTIFIE que la société susmentionnée, dont
les clauses de prorogation sont jointes, est
prorogée en vertu de l’article 187 de la Loi
canadienne sur les sociétés par actions (LCSA).
I HEREBY CERTIFY that the above-named
corporation, the articles of continuance of which
are attached, is continued under section 187 of
the Canada Business Corporations Act (CBCA).







	
	


Form 11
Formulaire 11
Articles of Continuance
Clauses de prorogation
Canada Business Corporations Act
(CBCA) (s. 187)
Loi canadienne sur les sociétés par
actions
(LCSA) (art. 187)
Field Trip Health Ltd.
AB
See attached schedule / Voir l’annexe ci-jointe
None
None
Not Applicable / Sans objet
See attached schedule / Voir l’annexe ci-jointe
1
3
4
5
7
8
Corporate name
Dénomination sociale
The province or territory in Canada where the registered office is situated
La province ou le territoire au Canada où est situé le siège social
The classes and the maximum number of shares that the corporation is authorized to issue
Catégories et le nombre maximal d’actions que la société est autorisée à émettre
Restrictions on share transfers
Restrictions sur le transfert des actions
Minimum and maximum number of directors
Nombre minimal et maximal d’administrateurs
Restrictions on the business the corporation may carry on
Limites imposées à l’activité commerciale de la société
If change of name effected, previous name
S’il y a changement de dénomination sociale, indiquer la dénomination sociale antérieure
Details of incorporation
Détails de la constitution
Other Provisions
Autres dispositions
Min. 3   Max. 15
See attached schedule / Voir l’annexe ci-jointe
6
2
(2)
(1)
Joseph del Moral
9
Original signed by / Original signé par

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société se prorogeant sous le régime de la
LCSA.
Declaration: I certify that I am a director or an officer of the company continuing into the CBCA.
Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection
250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un
emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information
bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public.
Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.
IC 3247 (2008/04)
Joseph del Moral











 


SCHEDULE OF
SHARE CAPITAL


 


The Corporation
is authorized to issue:


 


(a)
One class of shares, to be designated as “Common Shares”, in an unlimited number; and


 


(b)
One class of shares, to be designated as “Preferred Shares”, issuable in series, in an unlimited number;


 


such shares having attached thereto
the following rights, privileges, restrictions and conditions:


 


1. Common Shares


 


The Common Shares shall have attached
thereto the following rights, privileges, restrictions and conditions:


 


(i)
the right to one vote at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class
of shares are entitled to vote;


 


(ii)
subject to the prior rights and privileges attaching to any other class of shares of the Corporation, the right to receive any
dividend declared by the Corporation; and


 


(iii)
subject to the prior rights and privileges attaching to any other class of shares of the Corporation, the right to receive the
remaining property and assets of the Corporation upon dissolution.


 


2. Preferred Shares


 


The Preferred Shares shall have attached
thereto the following rights, privileges, restrictions and conditions:


 


(i)
the Preferred Shares may at any time and from time to time be issued in one or more series, each series to consist of such number of
shares as may, before the issue thereof, be determined by resolution of the directors of the Corporation; and


 


(ii)
subject to the provisions of the Canada Business Corporations Act, the directors of the Corporation may by resolution fix from time
to time before the issue thereof the designation, rights, privileges, restrictions and conditions attaching to each series of the
Preferred Shares.


 






     

     


    

 


SCHEDULE
OF OTHER PROVISIONS


 


The directors may, between annual general meetings,
appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional
directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of
the Corporation.