ACQUISITION
AGREEMENT


 


between
and among


 


QUEST
SOLUTION, INC.,

a Delaware corporation, and


 


QUEST
EXCHANGE LTD., 


a
Canadian corporation;


 


and


 


VIASCAN
GROUP INC.,


a
Canadian corporation and


 


VIASCANQDATA
INC.,


a
Canadian corporation.


 


Dated
as of October 1, 2015


 




    	 



    	 	 	 



    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1	IMPLEMENTATION STEPS	2
	 	1.1	Implementation Steps by the Company and the Shareholder	2
	 	1.2	Implementation Steps by the Parent and the ExchangeCo	2
	 	1.3	Change in number of Shares or of the Parent Common Stock; Payment
    and Exchange Rates	3
	 	 	 	 
	2	SHARE EXCHANGE AND PURCHASE OF THE SHARES	3
	 	2.1	Sale and Purchase of the Shares	3
	 	2.2	The Promissory Notes	4
	 	2.3	Resale Restrictions	4
	 	2.4	Joint Election	5
	 	 	 	 
	3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
    THE SHAREHOLDER	6
	 	 	 	 
	4	REPRESENTATIONS AND WARRANTIES OF THE PARENT AND
    THE EXCHANGECO	6
	 	 	 
	5	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER	6
	 	 	 	 
	6	CERTAIN COVENANTS PENDING COMPLETION OF THE TRANSACTIONS	6
	 	6.1	Access and Investigation	6
	 	6.2	Operation of Business	7
	 	6.3	No Solicitation	10
	 	 	 	 
	7	ADDITIONAL COVENANTS OF THE PARTIES	11
	 	7.1	Regulatory Approvals 	11
	 	7.2	Additional Agreements	12
	 	 	 	 
	8	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARENT
    AND THE EXCHANGECO	12
	 	8.1	Accuracy of Representations	12
	 	8.2	Performance of Covenants	13
	 	8.3	Agreements and Documents	13
	 	8.4	No Material Adverse Change	14
	 	8.5	No Restraints	14
	 	8.6	No Governmental or Other Litigation	14
	 	8.7	Consents 	15
	 	8.8	Employment Arrangements	15
	 	8.9	Shareholder Approval	15
	 	8.10	Waiver/Survival	15
	 	8.11	Covenant of the Company and the Shareholder	16
	 	 	 	 
	9	CONDITIONS PRECEDENT TO OBLIGATION OF THE COMPANY
    AND THE SHAREHOLDER	16
	 	9.1	Accuracy of Representations	16
	 	9.2	Performance of Covenants	16
	 	9.3	Consents 	16
	 	9.4	Agreements and Documents 	17
	 	9.5	No Material Adverse Change 	17
	 	9.6	No Restraints	17
	 	9.7	No Governmental or Other Litigation	18
	 	9.8	Waiver/Survival	18
	 	9.9	Covenant of the Company and the Shareholder	18



 



    	 



    	ii



    

 


	10	CERTAIN RIGHTS OF PARENT TO ACQUIRE EXCHANGEABLE
    SHARES	18
	 	10.1	The Parent Liquidation Call Right	18
	 	10.2	The Parent Redemption Call Right	20
	 	10.3	Withholding Rights	21
	 	 	 	 
	11	TERMINATION	22
	 	11.1	Termination 	22
	 	11.2	Effect of Termination	23
	 	 	 	 
	12	MISCELLANEOUS PROVISIONS	23
	 	12.1	Expenses	23
	 	12.2	Indemnifications Not Affected by Investigation	24
	 	12.3	Amendment	24
	 	12.4	Waiver	24
	 	12.5	Entire Agreement; Counterparts	24
	 	12.6	Applicable Law; Jurisdiction	24
	 	12.7	Assignability 	25
	 	12.8	Notices	25
	 	12.9	Cooperation 	26
	 	12.10	Severability	26
	 	12.11	Construction	26
	 	12.12	Schedules	27


 



    	 



    	 	 	 



    

 


ACQUISITION
AGREEMENT


 


THIS
AGREEMENT made the 1 day of October, 2015.


 


	BETWEEN:	 	 
	 	 	 
	 	QUEST SOLUTION,
    INC., a Delaware corporation with file number 1796648 and a registered office at 1521 Concord Pike, Suite 303-B, Wilmington,
    New Castle, Delaware 19803	 
	 	 	 
	 	(the
    “Parent”)	 
	 	 	 
	AND:	 	 
	 	 	 
	 	QUEST EXCHANGE
    LTD., a Canadian corporation with incorporation number 945229-0 and a registered office at 8102 Route Transcanadienne,
    Montreal, Quebec H4S 1M5	 
	 	 	 
	 	(the
    “ExchangeCo”)	 
	 	 	 
	AND:	 	 
	 	 	 
	 	VIASCAN GROUP
    INC., a Canadian corporation with corporation number 368068-1 and a registered office at 8102 Route Transcanadienne, Montreal,
    Quebec H4S 1M5	 
	 	 	 
	 	(the
    “Shareholder”)	 
	 	 	 
	AND:	 	 
	 	 	 
	 	VIASCANQDATA
    INC., a Canadian corporation with corporation number 913034-9 and a registered office at 8102 Route Transcanadienne, Montreal,
    Quebec H4S 1M5	 
	 	 	 
	 	(the
    “Company”)	 


 


RECITALS


 


	A.	The ExchangeCo is
    a direct wholly owned subsidiary of Parent, and the Company is a direct wholly owned subsidiary of the Shareholder;
	 	 
	B.	The ExchangeCo has
    agreed to purchase from the Shareholder and the Shareholder has agreed to sell to the ExchangeCo all of the issued and outstanding
    shares of the Company on the terms and conditions set out in this Agreement;
	 	 
	C.	The Agreement and
    the transactions contemplated herein are intended to provide the Shareholder with the opportunity to sell the Shares in return
    for Exchangeable Shares on  a tax-deferred or “rollover” basis for Canadian income tax purposes pursuant
    to the provisions of the Income Tax Act (Canada);


 




    	 



    	2



    

 


	D.	The respective boards
    of directors of the Company, the Shareholder, the Parent and the ExchangeCo have approved the transactions contemplated by
    this Agreement; and
	 	 
	E.	In order to induce
    Parent to enter into this Agreement and the transactions contemplated herein, concurrently with the execution and delivery
    of this Agreement the Shareholder will execute certain shareholder support agreements in favor of Parent.


 


AGREEMENT


 


The
parties to this Agreement, intending to be legally bound, agree as follows:


 


	1.
    	IMPLEMENTATION
    STEPS



 


	 	1.1	Implementation Steps by the Company and the Shareholder









 


The
Company and the Shareholder covenant in favor of the Parent and the ExchangeCo that, on or prior to the Closing Date and subject
to satisfaction or waiver of the other conditions herein contained in favor of the Company and the Shareholder:


 


	 	(a)	the Company and
    the Shareholder shall, as soon as reasonably practicable, take all necessary actions to ensure that the Company will only
    have common shares issued and outstanding immediately before the Closing Date;
	 	 	 
	 	(b)	the Company and
    the Shareholder shall approve this Agreement and the transactions contemplated herein; and
	 	 	 
	 	(c)	the Shareholder
    shall execute and deliver the Voting Agreement.


 


	 	1.2	Implementation Steps by the Parent and the ExchangeCo



 


The
Parent and the ExchangeCo covenant in favor of the Company and the Shareholder that, on or prior to the Closing Date and subject
to the satisfaction or waiver of the other conditions herein contained in favor of the Parent and the ExchangeCo:


 


	 	(a)	the Parent shall,
    as soon as reasonably practicable, take all necessary actions to create the Special Voting Share;
	 	 	 
	 	(b)	the Parent and the
    ExchangeCo shall execute and deliver the Exchangeable Share Support Agreement and the Voting Agreement;
	 	 	 
	 	(c)	the Parent shall
    issue to the Shareholder the Special Voting Share in consideration of the payment to the Parent of $1.00; and
	 	 	 
	 	(d)	the Parent and the
    ExchangeCo shall approve this Agreement and the transactions contemplated herein.


 




    	 



    	3



    

 


	 	1.3	Change in number of Shares or of the Parent Common Stock; Payment
    and Exchange Rates









 


	 	(a)	Irrespective of
    whether, between the date of this Agreement and the Closing Date, the number of Shares issued and outstanding is changed into
    a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse
    stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, the number of the Exchangeable
    Shares to be issued to the Shareholder and the consideration for the Shares will remain unchanged.
	 	 	 
	 	(b)	Irrespective of
    whether, if between the date of this Agreement and the Closing Date, the number of shares of Parent Common Stock issued and
    outstanding is changed into a different number or class of shares by reason of any stock split, division or subdivision of
    shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar
    transaction, then the number of the Exchangeable Shares to be issued to the Shareholder and the consideration for the Shares
    shall be adjusted to provide the Shareholder with a number of Exchangeable Shares corresponding to the same aggregate participation
    percentage in Parent which the Shareholder should have received as of the date of this Agreement.
	 	 	 
	 	(c)	All payments required
    under this Agreement and any related agreement (including the Promissory Note) shall be calculated in United States dollars
    and paid in Canadian dollars using the arithmetic average of the daily exchange rates (e.g., CN Dollar/ US Dollar), during
    the five (5) day period preceding the payment, taken from The Wall Street Journal, Eastern U.S. Edition, or, if such exchange
    rates are not available with respect to any given day, from the Reuters Daily Rate Report.


 


	2.	Share Exchange and Purchase of the Shares



 


	 	2.1	Sale and Purchase of the Shares



 


	 	(a)	Effective
    as of the Closing Date and subject to the terms and conditions of this Agreement, the ExchangeCo irrevocably agrees to acquire
    the Shares from the Shareholder and the Shareholder irrevocably agree to sell, assign and transfer the Shares to the ExchangeCo,
    free and clear of all Encumbrances, on the terms and conditions herein set forth, such that, at Closing, the Company will
    become a wholly-owned subsidiary of the ExchangeCo.
	 	 	 
	 	(b)	In
    consideration for the Shareholder entering into this Agreement and completing the sale of the Shares to the ExchangeCo:


 




    	 



    	4



    

 





	 	(i)	the Parent will
    enter into and cause the ExchangeCo to enter into the Exchangeable Share Support Agreement, effective as of the Closing Date;
	 	 	 
	 	(ii)	the ExchangeCo will
    allot and issue an aggregate of 5,200,000 Exchangeable Shares to be issued to the Shareholder, effective as of the Closing
    Date;
	 	 	 
	 	(iii)	the Parent will
    issue the Promissory Notes to the Shareholder, effective as of the Closing Date;
	 	 	 
	 	(iv)	the Parent will
    work with the Shareholder in good faith to coordinate the payment and satisfaction of sums owed by Company (A) to Mr. Jeffrey
    Lem, (B) to Mr. Mark Defreitas, and (C) with respect to the Shareholder Loans (all of which are detailed in the Company Disclosure
    Schedules) as soon as reasonably practicable; and
	 	 	 
	 	(v)	coincident with
    the transactions set out in Section 2.1(b) (ii), the Parent and the ExchangeCo and the Shareholder will execute the Voting
    Agreement and the Parent will issue to the Shareholder the Special Voting Share, in consideration of the payment to the Parent
    of $1.00. All rights of the Shareholder under the Voting Agreement will be received by the Shareholder as part of the property
    receivable under Section 2.1(b)(ii) in exchange for the Shares.


 


	 	2.2	The Promissory Notes. The Promissory
    Notes will be paid by the Parent to the Shareholder in accordance with the terms and conditions set forth in the Promissory
    Notes.



 


	 	2.3	Resale Restrictions



 


	 	(a)	The Shareholder
    acknowledges that the ExchangeCo has advised the Shareholder that it is issuing the Exchangeable Shares to the Shareholder
    and the Parent is issuing the Special Voting Share to the Shareholder under exemptions from the registration and prospectus
    requirements of Applicable Securities Legislation and, as a consequence, certain protections, rights and remedies provided
    by Applicable Securities Legislation, including statutory rights of rescission or damages, will not be available to the Shareholder.
	 	 	 
	 	(b)	The Shareholder
    acknowledges and understands that any Exchangeable Shares that it receives pursuant to this Agreement will be subject to resale
    restrictions in accordance with Applicable Securities Legislation and that as a result the certificates representing the Exchangeable
    Shares will be affixed with a legend describing such restrictions including, without limitation, the following:


 




    	 



    	5



    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”),
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.


 


THE
EXCHANGEABLE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE RIGHTS, PRIVILEGES, TERMS, CONDITIONS AND RESTRICTIONS AS SET FORTH
IN THE ARTICLES OF QUEST EXCHANGE LTD., A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY AND IS OBTAINABLE ON
DEMAND WITHOUT CHARGE.


 


THIS
SHARE CERTIFICATE DOES NOT ENTITLE THE HOLDER TO ANY VOTES AT A MEETING OF SHAREHOLDERS OF QUEST EXCHANGE LTD., EACH SHARE
REPRESENTED BY THIS SHARE CERTIFICATE SHALL ENTITLE VIASCAN GROUP INC. TO THE EXERCISE OF THE VOTING RIGHTS, AS DEFINED AND SET
OUT IN THE VOTING AGREEMENT (THE “VOTING AGREEMENT”) BETWEEN QUEST SOLUTION, INC., QUEST EXCHANGE LTD., AND VIASCAN
GROUP INC., EFFECTIVE AS OF OCTOBER 1, 2015.


 


	 	2.4	Joint Election



 


	 	(a)
    	It
    is intended that the transactions contemplated in this Agreement will generally constitute a transaction in respect of which
    the Shareholder may elect to be treated on a tax deferred basis for Canadian federal income tax purposes. The ExchangeCo covenants
    and agrees to make a joint election under subsection 85(1) of the Income Tax Act (Canada) with the Shareholder if the
    Shareholder so elects, subject to the following terms and conditions:


 


	 	(i)	the Shareholder
    will be fully responsible for completing and filing any and all election forms and all costs associated therewith;
	 	 	 
	 	(ii)	the Shareholder
    will (i) deliver to the ExchangeCo two copies of all election forms that are in the prescribed form and completed and signed
    by the Shareholder; and (ii) when completing all election forms elect in respect of the Shares transferred by the Shareholder
    pursuant to this Agreement an amount that is not less than the Shareholder’s adjusted cost base of such Shares on the
    Closing Date and not greater than the fair market value of such Shares on the Closing Date;


 




    	 



    	6



    

 


	 	(iii)	within 15 days of
    the Shareholder delivering to the ExchangeCo the election forms as described above, the ExchangeCo will deliver to the Shareholder
    one copy of such election forms duly signed on behalf of the ExchangeCo;
	 	 	 
	 	(iv)	the ExchangeCo will
    return to the Shareholder unsigned any election forms that the ExchangeCo in its discretion considers to be incomplete or
    completed incorrectly; and
	 	 	 
	 	(v)	the ExchangeCo will
    bear no responsibility for the content of any election forms, for any penalties payable in connection with the late filing
    of any election forms, or for any taxes, penalties or interest payable by the Shareholder due to any failure to properly complete
    or file any election forms.


 


	 	(b)
    	If the Shareholder
    completes and files an election under subsection 85(1) of the Income Tax Act (Canada) and subsequently wishes to amend
    the election, the ExchangeCo covenants and agrees to complete an amended election form for that purpose, provided that the
    terms and conditions set forth in section 2.4(a)(i) through (v) will apply, with all references therein to “the election
    form” or “the election forms” read as references to the amended election form or forms.


 


	3.	REPRESENTATIONS
                                         AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER



 


The
Company’s and the Shareholder’s representations and warranties to the Parent and the ExchangeCo are set forth in Schedule
B attached hereto.


 


	4.	REPRESENTATIONS
                                         AND WARRANTIES OF THE PARENT AND THE EXCHANGECO



 


The
Parent’s and the ExchangeCo’s representations and warranties to the Company are set forth in Schedule C attached hereto.


 


	5.	Representations
                                         and Warranties of the Shareholder



 


The
Shareholder’s representations and warranties to the Company and the ExchangeCo are set forth in Schedule D attached hereto.


 


	6.	CERTAIN
                                         COVENANTS PENDING COMPLETION OF THE TRANSACTIONS



 


	 	6.1
    	Access and Investigation


 


	 	(a)
    	From September 1,
    2015, until the earlier of (A) the Closing Date, or (B) the termination of this Agreement pursuant to the terms of Section
    11.1 (the “Pre-Closing Period”), the Company and the Parent shall have, and shall have caused their respective
    Representatives to:


 




    	 



    	7



    

 


	 	(i)	provide the other
    and their respective Representatives with reasonable access to their Representatives, personnel and assets and to all existing
    books, records, Tax Returns, work papers and other documents and information relating to the Company or the Parent, as the
    case may be; and
	 	 	 
	 	(ii)	provide the other
    and their respective Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents
    and information relating to the Company or the Parent, as the case may be, and with such additional financial, operating and
    other data and information as the other may reasonably request.


 


	 	(b)
    	the Parent and the
    Company agree that the Confidentiality Agreement shall apply to all documents and information provided pursuant to Section
    6.1(a).


 


	 	6.2	Operation of Business



 


	 	(a) 	During the Pre-Closing Period, the Company
    did:


 


	 	(i)	ensure that it conducts
    its business and operations:


 


	 	(A)	in the ordinary
    course and in accordance with past practices; and
	 	 	 
	 	(B)	in compliance with
    all applicable Legal Requirements;


 


	 	(ii)	use all reasonable
    efforts to ensure that it preserves intact its current business organization, keeps available the services of its current
    officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors,
    licensees, employees and other Persons having business relationships with it;
	 	 	 
	 	(iii)	keep in full force
    all existing insurance policies or renewals thereof;
	 	 	 
	 	(iv)	cause to be provided
    all notices, assurances and support required by any Contract in order to ensure that no condition under such Contract occurs
    that could result in, or could increase the likelihood of a breach or violation thereof;
	 	 	 
	 	(v)	did promptly notify
    the Parent of: 


 



    	 



    	8



    

 





	 	(A)	any notice or other
    communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the
    transactions contemplated by this Agreement; and
	 	 	 
	 	(B)	any Legal Proceeding
    commenced, or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting any party
    or that relates to the consummation of the transactions contemplated by this Agreement.


 


	 	(b)	During the Pre-Closing
    Period, the Company did not (except (i) with the prior written consent of the Parent, which shall not be unreasonably withheld
    or delayed and (ii) with respect to any matter that is expressly required by this Agreement):


 


	 	(i)	declare, accrue,
    set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem
    or otherwise reacquire any of its shares or other securities;
	 	 	 
	 	(ii)	except as contemplated
    herein, amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational
    documents, or effect or become a party to any merger, arrangement, consolidation, share exchange, business combination, amalgamation,
    recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation
    of shares or similar transaction;
	 	 	 
	 	(iii)	enter into or become
    bound by, or permit any of the assets owned or used by it to become bound by any material contract, or amend or terminate,
    or waive or exercise any material right or remedy under any existing material contract other than in the ordinary course of
    business and consistent with past practice;
	 	 	 
	 	(iv)	acquire, lease or
    license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or
    other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of in the
    ordinary course of business and consistent with past practices), or waive or relinquish any material right;
	 	 	 
	 	(v)	make any material
    Tax election;
	 	 	 
	 	(vi)	commence any Legal
    Proceeding (other than (A) for the routine collection of amounts owing or (B) in respect of a breach of this Agreement) or
    settle any Legal Proceeding;


 




    	 



    	9



    

 


	 	(vii)	enter into any material
    transaction or take any other material action outside the ordinary course of business or inconsistent with past practices;
	 	 	 
	 	(viii)	enter into any transaction
    which would constitute a breach of the representations, warranties or agreements of the Company or the Shareholder contained
    herein;
	 	 	 
	 	(ix)	create, incur, assume
    or guarantee any indebtedness;
	 	 	 
	 	(x)	subject any of its
    assets or properties to any Encumbrance; and
	 	 	 
	 	(xi)	agree or commit
    to take any of the foregoing actions.


 


	 	(c)
    	During the Pre-Closing
    Period, each of the Parent and the Company (the “Notifying Party”) did promptly notify the other party
    in writing of:


 


	 	(i)	the discovery by
    the Notifying Party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this
    Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Notifying Party
    in this Agreement;
	 	 	 
	 	(ii)	any event, condition,
    fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material
    inaccuracy in any representation or warranty made by the Notifying Party in this Agreement if:


 


	 	(A)	such representation
    or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance;
    or
	 	 	 
	 	(B)	such event, condition,
    fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;


 


	 	(iii)	any material breach
    of any covenant or obligation of the Notifying Party;
	 	 	 
	 	(iv)	where the Company
    is the Notifying Party, any event, condition, fact or circumstance, either individually or in the aggregate, that would make
    the timely satisfaction by the Company of any of the conditions set forth in Section 8 impossible or unlikely or that has
    had or could reasonably be expected to have a Material Adverse Effect on the Company; and
	 	 	 
	 	(v)	where the Parent
    is the Notifying Party, any event, condition, fact or circumstance, either individually or in the aggregate, that would make
    the timely satisfaction by the Parent of any of the conditions set forth in Section 9 impossible or unlikely or that has had
    or could reasonably be expected to have a Material Adverse Effect on the Parent.


 




    	 



    	10



    

 


Without
limiting the generality of the foregoing, each of the Parent and the Company, as the case may be, did promptly advise the other
party in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to the Parent,
on the one hand, and the Company, on the other hand. No notification given to the Parent or the Company pursuant to this Section
6.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the other party contained
in this Agreement.


 


	 	(d)
    	During the Pre-Closing
    Period, the Company did not and did not permit any of its respective subsidiaries to (except (i) with the prior written consent
    of the other party and (ii) with respect to any matter that is expressly required by this Agreement):


 


	 	(i)	sell, issue, grant or authorize the issuance
    or grant of:


 


	 	(A)	any shares or other
    capital stock or other security;
	 	 	 
	 	(B)	any option, call,
    warrant or right to acquire any shares or other capital stock or other security; or
	 	 	 
	 	(C)	any instrument convertible
    into or exchangeable for any shares or other capital stock or other security, except the issuance of shares upon the valid
    exercise of any stock options outstanding as of the date of this Agreement; or


 


	 	(ii)	establish, adopt
    or amend any employee benefit plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount
    of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors,
    officers or employees.


 


	 	6.3	No Solicitation



 


	 	(a)
    	Each of the Company
    and the Shareholder did not directly or indirectly, and did not authorize or permit any of their affiliates or any Representative
    directly or indirectly to:


 


	 	(i)	solicit, initiate,
    encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal;
	 	 	 
	 	(ii)	furnish any information
    to any Person in connection with or in response to an Acquisition Proposal;
	 	 	 
	 	(iii)	engage in discussions
    or negotiations with any Person with respect to any Acquisition Proposal;


 




    	 



    	11



    

 


	 	(iv)	approve, endorse
    or recommend any Acquisition Proposal; or
	 	 	 
	 	(v)	enter into any letter
    of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal.


 


	 	(b)	The Company and
    the Shareholder did promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal, any inquiry or
    indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information in connection with
    an Acquisition Proposal) advise the Parent orally and in writing of any Acquisition Proposal or any request for nonpublic
    information in connection with an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition
    Proposal and the terms thereof) that was made or submitted by any Person during the Pre-Closing Period. The Company and the
    Shareholder did keep the Parent fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication
    of interest or request and any modification or proposed modification thereto.
	 	 	 
	 	(c)	The Company and
    the Shareholder did immediately cease and cause to be terminated any existing discussions with any Person that relate to any
    Acquisition Proposal. The Company and the Shareholder did promptly request each Person that had executed a confidentiality
    agreement in connection with its consideration of an Acquisition Proposal or equity investment to return all confidential
    information furnished to such Person.


 


	7.	ADDITIONAL COVENANTS OF THE PARTIES



 


	 	7.1	Regulatory Approvals



 


	 	(a)	Each party shall
    use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other
    documents required to be filed by such party with any Governmental Body with respect to the other transactions contemplated
    by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. The Company
    and the Parent shall respond as promptly as practicable to any inquiries or requests received in connection therewith.
	 	 	 
	 	(b)	Each of the Company
    and the Parent shall:


 


	 	(i)
    	give the other party
    prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with
    respect to any of the transactions contemplated by this Agreement; and 
	 	 	 
	 	(ii) 	keep the other party
    informed as to the status of any such Legal Proceeding or threat.


 




    	 



    	12



    

 


	 	7.2	Additional Agreements



 


The
Parent, the Company and the Shareholder shall use all reasonable efforts to take, or cause to be taken, all actions necessary
to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to
this Agreement:


 


	 	(a)	shall make all filings
    (if any) and give all notices (if any) required to be made and given by such party in connection with the transactions contemplated
    by this Agreement;
	 	 	 
	 	(b)	shall use all reasonable
    efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract,
    or otherwise) by such party in connection with the transactions contemplated by this Agreement; and
	 	 	 
	 	(c)	shall use all reasonable
    efforts to lift any restraint, injunction or other legal bar to the transactions contemplated by this Agreement.


 


Each
of the Parent and the Company shall promptly deliver to the other party a copy of each such filing made, each such notice given
and each such Consent obtained by it during the Pre-Closing Period.


 


	8.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARENT AND THE EXCHANGECO



 


The
obligations of the Parent and the ExchangeCo to consummate the transactions contemplated by this Agreement are subject to the
satisfaction, at or prior to the Closing, of each of the following conditions:


 


	 	8.1	Accuracy of Representations



 


The
representations and warranties of the Company and the Shareholder contained in Schedule B and Schedule D of this Agreement shall
be accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date,
except:


 


	 	(a)	for such representations
    and warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such
    particular time; and
	 	 	 
	 	(b)	as such representations
    and warranties may be affected by transactions expressly required pursuant to this Agreement or pursuant to the written consent
    of the Parent, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances
    giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to
    have, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of
    such representations and warranties:


 



    	 



    	13



    

 


	 	(i)	all “Material
    Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties
    shall be disregarded; and
	 	 	 
	 	(ii)	any update of or
    modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall
    be disregarded.


 


	 	8.2	Performance of Covenants



 


All
of the covenants and obligations that the Company and the Shareholder are required to comply with or to perform at or prior to
the Closing shall have been complied with and performed in all material respects.


 


	 	8.3	Agreements and Documents



 


The
following agreements and documents, all in form and substance reasonably satisfactory to the Parent, will have been executed and
delivered to the Parent:


 


	 	(a)	the Exchangeable
    Share Support Agreement;
	 	 	 
	 	(b)	the Voting Agreement;
	 	 	 
	 	(c)	a certificate executed
    by an officer of the Company certifying that: (A) the representations and warranties of the Company set forth in this Agreement
    are true and correct in all material respects as at the Closing, (B) the Company has performed and complied with all of its
    material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Company for completion
    of the transactions contemplated herein have been satisfied or waived;
	 	 	 
	 	(d)	a certificate executed
    by an officer of the Shareholder certifying that: (A) the representations and warranties of the Shareholder set forth in this
    Agreement are true and correct in all material respects as at the Closing, (B) the Shareholder has performed and complied
    with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the
    Shareholder for completion of the transactions contemplated herein have been satisfied or waived;
	 	 	 
	 	(e)	certified copies
    of resolutions of the directors of the Shareholder approving the entry into and the Closing of this Agreement and the Voting
    Agreement;


 




    	 



    	14



    

 


	 	(f)	certified copies
    of resolutions of the directors of the Company approving: the entry into and the Closing of this Agreement and the Voting
    Agreement, the transfer of the Shares to the ExchangeCo, the registration of the Shares in the name of the ExchangeCo, the
    issue of share certificates representing the Shares registered in the name of the ExchangeCo, and all other matters contemplated
    by this Agreement;
	 	 	 
	 	(g)	except as may otherwise
    be specified by the Parent, the written resignations of Danis Kurdi as officer and director of the Company, effective as of
    the Closing Date;
	 	 	 
	 	(h)	a certified copy
    of the central securities register of the Company evidencing the ExchangeCo as the sole registered owner of the Shares;
	 	 	 
	 	(i)	all such instruments
    of transfer, duly executed, which in the opinion of the Parent acting reasonably are necessary to effect and evidence the
    transfer of the Shares to the Parent, free and clear of all Encumbrances;
	 	 	 
	 	(j) 	the corporate minute
    books and all other books and records of the Company and each predecessor of the Company; and
	 	 	 
	 	(k) 	an opinion letter
    from the Company’s and Shareholder’s legal counsel, addressing due the organization, existence, and authority
    of the parties to consummate the transactions referenced herein, as well as any other matters reasonably requested by the
    Parent.


 


	 	8.4	No Material Adverse Change



 


There
shall not have occurred any change, effect, event or circumstance that, in combination with any other changes, effects, events
or circumstances, has resulted in or would reasonably be expected to result in a Material Adverse Change on the Company.


 


	 	8.5	No Restraints



 


No
temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions
contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall
not be any Legal Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation
of the transactions contemplated by this Agreement illegal.


 


	 	8.6	No Governmental or Other Litigation



 


There
shall not be pending or threatened any Legal Proceeding which would reasonably be expected to have a Material Adverse Effect on
the Company or a Material Adverse Effect on the Parent:


 


	 	(a)
    	challenging or seeking
    to restrain or prohibit the consummation of the transactions contemplated by this Agreement;




 




    	 



    	15



    

 


	 	(b)	seeking to obtain
    from the Parent or the Company, any damages or other relief that may be material to the Parent or the Company;
	 	 	 
	 	(c)	seeking to prohibit
    or limit in any material respect the Parent’s or the ExchangeCo’s ability to vote, receive dividends with respect
    to or otherwise exercise ownership rights with respect to the stock of the Company;
	 	 	 
	 	(d)	that could materially
    and adversely affect the right of the Parent or the Company to own the assets or operate the business of the Company; or
	 	 	 
	 	(e)	seeking to compel
    the Company or the Parent to dispose of or hold separate any material assets as a result of the transactions contemplated
    by this Agreement.


 


		8.7	Consents



 


All
Consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Parent’s
reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Shares and the other
transactions contemplated herein, will have been obtained to the Parent’s satisfaction or in accordance with the relevant
Contracts or Legal Requirements, including, but not limited to, Faunus Group, Inc., and the Business Development Bank of Canada.


 


	 	8.8	Employment Arrangements



 


On
or before the Closing Date, the Company shall have made satisfactory arrangements to hire all hourly and salaried staff necessary
to operate the business of the Company, including the Company or the Parent entering into an executive management agreement with
each of Gilles Gaudreault, Danis Kurdi and Jean-Paul Chartier. Furthermore, Gilles Gaudreault shall be appointed as CEO of the
Parent as of the Closing.


 


	 	8.9	Shareholder Approval



 


The
transactions contemplated by this Agreement shall have been duly approved by the Shareholder.


 


	 	8.10	Waiver/Survival



 


The
conditions set forth in this Section 8 are for the exclusive benefit of the Parent and the ExchangeCo and may be waived by the
Parent and the ExchangeCo in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver
of all conditions of the Parent and the ExchangeCo to Closing. Notwithstanding any such waiver, the completion of the transactions
contemplated by this Agreement will not prejudice or affect in any way the rights of the by the Parent and the ExchangeCo in respect
of the warranties and representations of the Company and the Shareholder in this Agreement, and the representations and warranties
of the Company and the Shareholder in this Agreement will survive the Closing for a period equal to three (3) years following
Closing.


 




    	 



    	16



    

 


	 	8.11	Covenant of the Company and the Shareholder



 


The
Company and the Shareholder covenant to deliver all of the Closing documentation set out in Section 8.3.


 


	9.	CONDITIONS PRECEDENT TO OBLIGATION
    OF THE COMPANY AND THE SHAREHOLDER



 


The
obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement are subject to the
satisfaction, at or prior to the Closing, of each of the following conditions:


 



	 	9.1	Accuracy
    of Representations




 


The
representations and warranties of the Parent and the ExchangeCo contained in Schedule C of this Agreement shall be accurate in
all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except:


 


	 	(a)	for such representations
    and warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such
    particular time; and
	 	 	 
	 	(b)	as such representations
    and warranties may be affected by transactions expressly required pursuant to this Agreement or pursuant to the written consent
    of the Company, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances
    giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to
    have, a Material Adverse Effect on the Parent; provided, however, that, for purposes of determining the accuracy of
    such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications
    contained in such representations and warranties shall be disregarded.


 


	 	9.2	Performance
    of Covenants




 


All
of the covenants and obligations that the Parent and the ExchangeCo are required to comply with or to perform at or prior to the
Closing shall have been complied with and performed in all material respects.


 


	 	9.3	Consents




 


The
Consents or approvals which the Company has identified and advised the Parent in writing as being necessary in connection with
the completion of the transactions contemplated by this Agreement shall have been obtained on terms acceptable to the Company,
acting reasonably, and shall be in full force and effect.


 




    	 



    	17



    

 


	 	9.4	Agreements and Documents



 


The
following agreements and documents, all in form and substance reasonably satisfactory to the Shareholder, will have been executed
and delivered to the Shareholder:


 


	 	(a)	the Exchangeable
    Share Support Agreement;
	 	 	 
	 	(b)	the Voting Agreement;
	 	 	 
	 	(c)	a certificate executed
    by an officer of the Parent certifying that: (A) the representations and warranties of the Parent set forth in this Agreement
    are true and correct in all material respects as at the Closing, (B) the Parent has performed and complied with all of its
    material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Parent for completion
    of the transactions contemplated herein have been satisfied or waived;
	 	 	 
	 	(d)	a certificate executed
    by an officer of the ExchangeCo certifying that: (A) the representations and warranties of the ExchangeCo set forth in this
    Agreement are true and correct in all material respects as at the Closing, (B) the ExchangeCo has performed and complied with
    all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the ExchangeCo
    for completion of the transactions contemplated herein have been satisfied or waived;
	 	 	 
	 	(e)	certified copies
    of resolutions of the directors of the Parent approving the entry into and the Closing of this Agreement, the Exchangeable
    Share Support Agreement and the Voting Agreement; and
	 	 	 
	 	(f)	certified copies
    of resolutions of the directors of the ExchangeCo approving the entry into and the Closing of this Agreement, the Exchangeable
    Share Support Agreement and the Voting Agreement.



 


	 	9.5	No
    Material Adverse Change


 


There
shall not have occurred any change, effect, event or circumstance that, in combination with any other changes, effects, events
or circumstances, has resulted in or would reasonably be expected to result in a Material Adverse Change on the Parent.


 


	 	9.6	No Restraints







 


No
temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions
contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall
not be any Legal Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation
of the transactions contemplated by this Agreement illegal.


 




    	 



    	18



    

 




	 	9.7	No Governmental
    or Other Litigation



 


There
shall not be pending or threatened any Legal Proceeding which would reasonably be expected to have a Material Adverse Effect on
the Company or a Material Adverse Effect on the Parent:


 


	 	(a)	challenging
    or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement;
	 	 	 
	 	(b)	seeking
    to obtain from the Parent or the Company, any damages or other relief that may be material to the Parent or the Company;
	 	 	 
	 	(c)	seeking
    to prohibit or limit in any material respect the ability to vote, receive dividends with respect to or otherwise exercise
    ownership rights with respect to the stock of any of the Parent or the ExchangeCo to be issued pursuant to the transactions
    contemplated by this Agreement; or
	 	 	 
	 	(d)	seeking
    to compel the Company or the Parent to dispose of or hold separate any material assets as a result of the transactions contemplated
    by this Agreement.


 


	 	9.8	Waiver/Survival



 


The
conditions set forth in this Section 9 are for the exclusive benefit of the Shareholder and the Company and may be waived by the
Shareholder and the Company in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a
waiver of all conditions of the Shareholder and the Company to Closing. Notwithstanding any such waiver, the completion of the
transactions contemplated by this Agreement will not prejudice or affect in any way the rights of the by the Shareholder and the
Company in respect of the warranties and representations of the Parent and the ExchangeCo in this Agreement, and the representations
and warranties of the Parent and the ExchangeCo in this Agreement will survive the Closing for a period of three (3) years following
Closing.


 


	 	9.9	Covenant
    of the Company and the Shareholder



 


The
Parent and the ExchangeCo covenant to deliver all of the Closing documentation set out in Section 9.4.


 




    	 



    	19



    


 


	10.	CERTAIN
    RIGHTS OF PARENT TO ACQUIRE EXCHANGEABLE SHARES



 


	 	10.1	The Parent
    Liquidation Call Right



 


	 	(a)
    	The
    Parent will have the overriding right (the “Liquidation Call Right”),
    in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the ExchangeCo pursuant
    to Article 24.5 of the Exchangeable Share Provisions, to purchase from the Shareholder on the Liquidation Date all but not
    less than all of the Exchangeable Shares held by the Shareholder on payment by the Parent of an amount per share (the
    “Liquidation Call Purchase Price”) equal to the Current Market Price of one share of the Parent Common
    Stock on the last Business Day prior to the Liquidation Date, which will be satisfied in full by the Parent causing to be
    delivered to the Shareholder one Parent Common Stock for each such Exchangeable Share, plus, to the extent not paid by the
    ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable
    Share held by the Shareholder on any dividend record date which occurred prior to the date of purchase by the Parent (the
    “Dividend Amount”). In the event of the exercise of the Liquidation
    Call Right by the Parent, the Shareholder will be obligated to sell all but not less than all of the Exchangeable Shares held
    by the Shareholder to the Parent on the Liquidation Date on payment by the Parent to the Shareholder of the Liquidation Call
    Purchase Price for each such share, and the ExchangeCo will have no obligation to pay the Liquidation Amount of such shares
    so purchased by the Parent.
	 	 	 
	 	(b)	To
    exercise the Liquidation Call Right, the Parent must notify the ExchangeCo of the Parent’s intention to exercise such
    right at least twenty days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of
    the ExchangeCo and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution
    or winding-up of the ExchangeCo. The ExchangeCo will notify the Shareholder as to whether or not the Parent has exercised
    the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by the Parent.
    If the Parent exercises the Liquidation Call Right, then on the Liquidation Date the Parent will purchase and the Shareholder
    will sell all but not less than all of the Exchangeable Shares held by the Shareholder for a price per share equal to the
    Liquidation Call Purchase Price.
	 	 	 
	 	(c)	For
    the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, the Parent will
    deposit with the ExchangeCo, on or before the Liquidation Date, certificates representing the aggregate number of shares of
    the Parent Common Stock deliverable by the Parent and a cheque or cheques of the Parent payable at par at any branch of the
    bankers of the Parent representing the aggregate Dividend Amount in payment of the total Liquidation Call Purchase Price,
    less any amounts withheld pursuant to Section 10.3. Provided that the Parent has complied with the immediately preceding sentence,
    on and after the Liquidation Date, the rights of the Shareholder will be limited to receiving the Liquidation Call Purchase
    Price payable by the Parent upon presentation and surrender by the Shareholder of certificates representing the Exchangeable
    Shares held by the Shareholder and the Shareholder will on and after the Liquidation Date be considered and deemed for all
    purposes to be the holder of shares of the Parent Common Stock to which it is entitled. Upon surrender to the ExchangeCo of
    a certificate orcertificates representing Exchangeable Shares, together with such other documents and instruments as may be
    required to effect a transfer of Exchangeable Shares under the CBCA and the charter documents of the ExchangeCo and any such
    additional documents and instruments as the ExchangeCo may reasonably require, the Shareholder will be entitled to receive
    in exchange for such certificate or certificates, and the ExchangeCo on behalf of the Parent will deliver to the Shareholder,
    certificates representing the shares of the Parent Common Stock to which the Shareholder is entitled and a cheque or cheques
    of the Parent payable at par at any branch of the bankers of the Parent in payment of the Dividend Amount, less any amounts
    withheld pursuant to Section 10.3. If the Parent does not exercise the Liquidation Call Right in the manner described above,
    on the Liquidation Date the Shareholder will be entitled to receive in exchange therefor the Liquidation Amount of such shares
    pursuant to Article 24.5 of the Exchangeable Share Provisions.



 



    	 



    	20



    

 


	 	10.2	The Parent
    Redemption Call Right



 


	 	(a)	The
    Parent will have the overriding right (the “Redemption Call Right”),
    notwithstanding the proposed redemption of the Exchangeable Shares by the ExchangeCo pursuant to Article 24.7 of the
    Exchangeable Share Provisions, to purchase from the Shareholder on the Redemption Date all but not less than all of the Exchangeable
    Shares held by the Shareholder on payment by the Parent to the Shareholder of an amount per Exchangeable Share (the
    “Redemption Call Purchase Price”) equal to the Current Market Price of one share of the Parent Common
    Stock on the last Business Day prior to the Redemption Date, which will be satisfied in full by the Parent causing to be delivered
    to the Shareholder one share of the Parent Common Stock, plus the Dividend Amount, for each Exchangeable Share redeemed. In
    the event of the exercise of the Redemption Call Right by the Parent, the Shareholder will be obligated to sell all but not
    less than all the Exchangeable Shares held by the Shareholder to the Parent on the Redemption Date on payment by the Parent
    to the Shareholder of the Redemption Call Purchase Price for each such share, and the ExchangeCo will have no obligation to
    redeem such shares so purchased by the Parent.
	 	 	 
	 	(b)	To
    exercise the Redemption Call Right, the Parent must notify the ExchangeCo of the Parent’s intention to exercise such
    right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Parent Control
    Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case the Parent will
    so notify the ExchangeCo on or as soon as practicable before the Redemption Date. The ExchangeCo will notify the Shareholder
    as to whether or not the Parent has exercised the Redemption Call Right forthwith after the expiry of the period during which
    the same may be exercised by the Parent. If the Parent exercises the Redemption Call Right, on the Redemption Date, the Parent
    will purchase and the Shareholder will sell all but not less than all of the Exchangeable Shares held by the Shareholder for
    a price per share equal to the Redemption Call Purchase Price.


 




    	 



    	21



    


 


	 	(c)	For
    the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, the Parent will
    deposit with the ExchangeCo, on or before the Redemption Date, certificates representing the aggregate number of shares of
    the Parent Common Stock deliverable by the Parent and a cheque or cheques of the Parent payable at par at any branch of the
    bankers of the Parent representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less
    any amounts withheld pursuant to Section 10.3. Provided that the Parent has complied with the immediately preceding sentence,
    on and after the Redemption Date the rights of the Shareholder will be limited to receiving the Redemption Call Purchase Price
    payable by the Parent upon presentation and surrender by the Shareholder of certificates representing the Exchangeable Shares
    held by the Shareholder and the Shareholder will on and after the Redemption Date be considered and deemed for all purposes
    to be the holder of shares of the Parent Common Stock to which it is entitled. Upon surrender to the ExchangeCo of a certificate
    or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to
    effect a transfer of Exchangeable Shares under the CBCA and the charter documents of the ExchangeCo and such additional documents
    and instruments as the ExchangeCo and the Parent may reasonably require, the Shareholder will be entitled to receive in exchange
    therefor, and the ExchangeCo on behalf of the Parent will deliver to the Shareholder, certificates representing shares of
    the Parent Common Stock to which the Shareholder is entitled and a cheque or cheques of the Parent payable at par at any branch
    of the bankers of the Parent in payment of the Dividend Amount, less any amounts withheld pursuant to Section 10.3. If the
    Parent does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the Shareholder will
    be entitled to receive in exchange therefor the Redemption Price of such shares pursuant to Article 24.7 of the Exchangeable
    Share Provisions.


 


	 	10.3	Withholding
    Rights



 


The
ExchangeCo and the Parent will be entitled to deduct and withhold from any dividend or consideration otherwise payable to the
Shareholder such amounts as the ExchangeCo or the Parent is required or permitted to deduct and withhold with respect to such
payment under the Income Tax Act (Canada), the United States Internal Revenue
Code of 1986 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 will be treated for all purposes as having been paid to the Shareholder in respect of which
such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.
To the extent that the amount so required or permitted to be deducted or withheld from any payment to the Shareholder exceeds
the cash portion of the consideration otherwise payable to the Shareholder, the ExchangeCo and the Parent are hereby authorized
to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the ExchangeCo
or the Parent, as the case may be, to enable it to comply with such deduction or withholding requirement and the ExchangeCo or
the Parent will notify the Shareholder thereof and remit to the Shareholder any unapplied balance of the net proceeds of such
sale.


 




    	 



    	22



    


 


	11.	TERMINATION



 


	 	11.1	Termination



 


This
Agreement may be terminated prior to the Closing Date:


 


	 	(a)	by
    mutual written consent of the Parent, the ExchangeCo, the Shareholder and the Company;
	 	 	 
	 	(b)	by
    either the Parent or the Company if the transactions contemplated by this Agreement shall not have been consummated by November
    1, 2015; provided, however, that a party shall not be permitted to terminate
    this Agreement pursuant to this Section 11.1(b) if the failure to consummate the transactions contemplated by this Agreement
    by such date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to
    be performed by such party on or prior to the Closing Date;
	 	 	 
	 	(c)	by
    either the Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final
    and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining,
    enjoining or otherwise prohibiting the transactions contemplated by this Agreement;
	 	 	 
	 	(d)	by
    the Parent or the ExchangeCo if:


 


	 	(i)	any
    of the Company’s or the Shareholder’s representations and warranties contained in this Agreement shall be inaccurate
    as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as
    if made on such subsequent date), such that the condition set forth in Section 8.1 would not be satisfied if tested as of
    the date of such inaccuracy, or
	 	 	 
	 	(ii)	any
    of the Company’s or the Shareholder’s covenants contained in this Agreement shall have been breached such that
    the condition set forth in Section 8.2 would not be satisfied if tested as of the date of such breach;
    provided, however, that if an inaccuracy in any of the Company’s or the Shareholder’s representations
    and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by
    the Company or the Shareholder and the Company or the Shareholder is continuing to exercise all reasonable efforts to cure
    such inaccuracy or breach, then the Parent or the ExchangeCo may not terminate this Agreement under this Section 11.1(d) on
    account of such inaccuracy or breach; or


 




    	 



    	23



    


 


	 	(e)	by
    the Company or the Shareholder if:


 


	 	(i)	any
    of the Parent’s or the ExchangeCo’s representations and warranties contained in this Agreement shall be inaccurate
    as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as
    if made on such subsequent date), such that the condition set forth in Section 9.1 would not be satisfied if tested as of
    the date of such inaccuracy, or
	 	 	 
	 	(ii)	if
    any of the Parent’s or the ExchangeCo’s covenants contained in this Agreement shall have been breached such that
    the condition set forth in Section 9.2 would not be satisfied if tested as of the date of such breach;
    provided, however, that if an inaccuracy in any of the Parent’s or the ExchangeCo’s representations
    and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Parent is curable by
    the Parent or the ExchangeCo and the Parent or the ExchangeCo is continuing to exercise all reasonable efforts to cure such
    inaccuracy or breach, then neither the Company or the Shareholder may terminate this Agreement under this Section 11.1(e)
    on account of such inaccuracy or breach.


 


	 	11.2	Effect
    of Termination



 


In
the event of the termination of this Agreement as provided in Section 11.1, this Agreement shall be of no further force or effect;
provided, however, that:


 


	 	(a)	Section
    11.2 and Section 12 of this Agreement, and the Confidentiality Agreement, shall survive the termination of this Agreement
    and shall remain in full force and effect; and
	 	 	 
	 	(b)	the
    termination of this Agreement shall not relieve any party from any liability for any material breach of any representation,
    warranty, covenant, obligation or other provision contained in this Agreement.


 




    	 



    	24



    


 


	12.	MISCELLANEOUS PROVISIONS



 


	 	12.1	Expenses



 


All
costs and expenses incurred in connection with the preparation of this Agreement and the transactions contemplated by this Agreement
will be paid by the party incurring such expenses.


 


	 	12.2	Indemnifications
    Not Affected by Investigation



 


The
right to indemnification, payment of damages or other remedy based on the representations, warranties, covenants, and obligations
contained herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of
being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect
to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of
any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant
or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations,
warranties, covenants, and obligations.


 


	 	12.3	Amendment



 


This
Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.


 


	 	12.4	Waiver



 


No
failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part
of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power,
right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any
other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any
claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf
of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.


 


	 	12.5	Entire
    Agreement; Counterparts



 


This
Agreement, the Schedules hereto and the other agreements referred to herein constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter
hereof and thereof; provided, however, that the Confidentiality Agreement
shall not be superseded and shall remain in full force and effect. This Agreement may be executed in several counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same instrument.


 




    	 



    	25



    


 


	 	12.6	Applicable
    Law; Jurisdiction



 


This
Agreement shall be governed by and construed in accordance with the laws of the state of Delaware (excluding any conflict of laws,
rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects
as a Delaware contract. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the state and federal courts
of Delaware with respect to any matter arising hereunder or related thereto.


 


	 	12.7	Assignability



 


This
Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their
respective successors and assigns; provided, however, that neither this Agreement
nor any of the Parent’s, the ExchangeCo’s, the Shareholder’s or the Company’s rights hereunder may be
assigned by the Parent or the ExchangeCo, on the one hand, or the Shareholder or the Company, on the other, without the prior
written consent of the other, and any attempted assignment of this Agreement or any of such rights by the Parent, the ExchangeCo,
the Shareholder or the Company, as the case may be, without such consent shall be void and of no effect. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


 


	 	12.8	Notices



 


Any
notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and
shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, or (b) two business days after
sent by registered mail or by courier or express delivery service or by electronic transmission (email or facsimile), provided
that in each case the notice or other communication is sent to the address, email address or facsimile telephone number set forth
beneath the name of such party below (or to such other address, email address or facsimile telephone number as such party shall
have specified in a written notice given to the other parties hereto):


 


		(a)	if
                                         to the Parent or the ExchangeCo:



 


Quest
Solution, Inc.


PO
Box 22736, Eugene, OR 97402


Attn:
Tom Miller


Email:
tmiller@questsolution.com


 


with
a copy (but not as notice) to:


 


Baker,
Donelson, Bearman, Caldwell and Berkowitz, PC


3414
Peachtree Road, Suite 1600, Atlanta, Georgia 30326


Attn:
Joseph R. Delgado, Esq.


Email:
jdelgado@bakerdonelson.com


Fax:
678-406-8836


 




    	 



    	26



    


 


		(b)	if
                                         to the Company or the Shareholder:



 


8102
Route Transcanadienne,


Montreal,
Quebec H4S 1M5.


Attn.:
Gilles Gaudreault


Email:
ggaudreault@viascanqdata.com


Fax
: 514-956-0326


 


with
a copy (but not as notice) to:


 


Martel,
Cantin lawyers


1010,
Sherbrooke St. W, suite 605, Montreal, Quebec, H3A 2R7


Attn:
Thierry L. Martel


Email:
thierrymartel@martelcantin.ca


Fax:
514-844-2087


 


	 	12.9	Cooperation



 


Each
of the parties agrees to cooperate fully with the other parties and to execute and deliver such further documents, certificates,
agreements and instruments and to take such other actions as may be reasonably requested by the other parties to evidence or reflect
the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement.


 


	 	12.10	Severability



 


In
the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application
of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable,
shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by
law.


 


	 	12.11	Construction



 


For
the purposes of this Agreement, except as otherwise expressly provided herein:


 


	 	(a)	all
    references in this Agreement to a designated article, section or schedule is to the designated article, section or schedule
    of or to this Agreement, unless otherwise specifically stated;
	 	 	 
	 	(b)	the
    words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to
    this Agreement as a whole and not to any particular article, section or schedule;
	 	 	 
	 	(c)	the
    singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and any
    Person;


 




    	 



    	27



    


 


	 	(d)	the
    word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language
    such as “without limitation” or “but not limited to” or other words of similar import are used with
    reference thereto);
	 	 	 
	 	(e)	except
    as otherwise provided, any reference to a statute includes, and is a reference to, such statute and to the regulations made
    pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may
    be passed which have the effect of supplementing or superseding such statute or such regulations;
	 	 	 
	 	(f)	where
    the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will
    be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably
    necessary to enable such Person to make the statement or disclosure;
	 	 	 
	 	(g)	the
    headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part
    of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any
    provision hereof;
	 	 	 
	 	(h)	any
    reference to a corporate entity includes, and is also a reference to, any corporate entity that is a successor to such entity;
	 	 	 
	 	(i)	the
    Parties acknowledge that this Agreement is the product of arm’s length negotiation among the Parties, each having obtained
    its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any
    Party, irrespective of which Party was responsible for drafting this Agreement;
	 	 	 
	 	(j)	the
    representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue
    in full force and effect from and after the Closing for the applicable period set out in this Agreement; and
	 	 	 
	 	(k)
    	unless
    otherwise specifically noted, all references to currency in this Agreement are to United States dollars ($). If it is necessary
    to convert money from another currency to United States dollars, such money will be converted using the exchange rates in
    effect at the date of payment.


 


	 	12.12	Schedules



 


The
following schedules are attached to and form part of this Agreement:


 


	 	Schedule
    A	-
    Certain Definitions
	 	 	 
	 	Schedule
    B	-
    Representations and Warranties of the Company and Shareholder


 




    	 



    	28



    


 


	 	Schedule
    C	-
    Representations and Warranties of Parent and ExchangeCo
	 	 	 
	 	Schedule
    D	-
    Additional Representations and Warranties of the Shareholder
	 	 	 
	 	Schedule
    E	-
    Voting and Exchange Agreement
	 	 	 
	 	Schedule
    F	-
    Exchangeable Share Support Agreement


 


[Signatures
on Following Page]


 




    	 



    	29



    


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.


 


	QUEST
    SOLUTION, INC.	 
	 	 	 
	Per:
    	/s/ Tom Miller	 
	 	Authorized
    Signatory	 
	 	 	 
	QUEST
    EXCHANGE LTD.	 
	 	 	 
	Per:
    	/s/ Tom Miller	 
	 	Authorized
    Signatory	 
	 	 	 
	VIASCAN
    GROUP INC.	 
	 	 	 
	Per:
    	/s/
    Denis Kurdi 	 
	 	Authorized
    Signatory	 
	 	 	 
	VIASCANQDATA
    INC.	 
	 	 	 
	Per:
    	/s/ Denis Kurdi	 
	 	Authorized
    Signatory	 


 




    	 



    	 



    


 


SCHEDULE
A


TO
THE ACQUISITION AGREEMENT BETWEEN


QUEST
SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND


VIASCANQDATA
INC.


 


CERTAIN
DEFINITIONS


 


“Acquisition
Proposal” shall mean any offer, proposal, inquiry or indication
of interest (other than an offer, proposal, inquiry or indication of interest made or submitted by the Parent) contemplating or
otherwise relating to any merger, plan of arrangement, consolidation, amalgamation, share exchange, business combination, recapitalization,
tender offer, exchange offer or other similar transaction involving the Company, or any sale, lease, exchange, transfer, license,
or disposition of any shares, securities, business or businesses assets of the Company, other than in the normal course of business
and consistent with past practices, or any liquidation or dissolution of the Company.


 


“Agreement”
shall mean the Acquisition Agreement and all Schedules attached
thereto, including this Error! Reference source not found., as it may be amended
from time to time.


 


“Applicable
Securities Legislation” means all applicable securities
legislation in all jurisdictions relevant to the issuance of the Parent Common Stock and the Exchangeable Shares.


 


“Audited
Financial Statements” shall mean the audited consolidated
financial statements of the Company as of January 31, 2015.


 


“Cash
Payment” has the meaning set out in Section 2.1(b)(iii)(A).


 


“CBCA”
shall mean the Canada Business Corporations Act as now in effect
and as it may be amended from time to time, including the regulations made thereunder.


 


“Closing
Date” shall mean October 1, 2015.


 


“Company
Disclosure Schedule” shall mean the disclosure schedule
that has been prepared by the Company and delivered by the Company to the Parent on the date of the Agreement and signed by the
President of the Company.


 


“Company
Material Contract” has the meaning set out in Section
1.12 of Schedule B.


 


“Company
Returns” has the meaning set out in Section 1.18 of Schedule
B.


 


“Confidentiality
Agreement” shall mean the Mutual Non-Disclosure and Non-Use
Agreement dated as of January 27, 2015 between the Parent and the Company.


 


“Consent”
shall mean any approval, consent, order, ratification, permission,
waiver or authorization (including any Governmental Authorization).


 


“Contract”
shall mean any written, oral or other agreement, contract, subcontract,
lease, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding
commitment or undertaking of any nature.


 




    	 



    	A-2 



    


 


“Current
Market Price” has the meaning ascribed to that term in
the Exchangeable Share Provisions.


 


“Dividend
Amount” has the meaning set out in Section 10.1.


 


“Encumbrance”
shall mean any lien, pledge, hypothecation, charge, mortgage,
security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community
property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the
transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction
on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any
asset).


 


“Employee
Plans” has the meaning set out in Section 1.19 of Schedule
B.


 


“Entity”
shall mean any corporation (including any non-profit corporation),
general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any
company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association,
organization or entity.


 


“Exchangeable
Share Provisions” means the Exchangeable Share provisions
in substantially the form attached as Schedule F.


 


“Exchangeable
Share Support Agreement” shall mean the agreement to be
entered into among the Parent and the ExchangeCo, substantially in the form of Schedule F attached to the Agreement, with such
changes thereto as the parties to the Agreement, acting reasonably, may agree.


 


“Exchangeable
Shares” shall mean the Series A preferred shares in the
capital of the ExchangeCo having the rights, privileges, restrictions and conditions as set out in articles of the ExchangeCo.


 


“Exchangeable
Share Voting Event” has the meaning ascribed to that term
in the Exchangeable Share Provisions.


 


“Exempt
Exchangeable Share Voting Event” has the meaning ascribed
to that term in the Exchangeable Share Provisions.


 


“Governmental
Authorization” shall mean any: (a) permit, license, certificate,
franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract
with any Governmental Body.


 


“Governmental
Body” shall mean any: (a) nation, state, commonwealth,
province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local,
municipal, foreign or other government; or (c) governmental or quasi- governmental authority of any nature (including any governmental
division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body
or Entity and any court or other tribunal).


 




    	 



    	A-3 



    


 


“Legal
Proceeding” shall mean any action, suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination
or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental
Body or any arbitrator or arbitration panel.


 


“Legal
Requirement” shall mean any federal, state, provincial,
local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree,
rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Governmental Body.


 


“Liquidation
Amount” has the meaning ascribed to that term in the Exchangeable
Share Provisions.


 


“Liquidation
Call Purchase Price” has the meaning set out in Section
10.1.


 


“Liquidation
Call Right” has the meaning set out in Section 10.1.


 


“Liquidation
Date” has the meaning ascribed to that term in the Exchangeable
Share Provisions.


 


“Material
Adverse Change” shall mean any change, effect, event or
circumstance that is, or would reasonably be expected to be, material and adverse to (i) the business, condition, capitalization,
operations, financial performance of the Company or the Parent, as the case may be, taken as a whole, (ii) the ability of the
Company or the Parent to consummate the transactions contemplated by the Agreement or to perform any of its obligations under
the Agreement, (iii) the Parent’s or the ExchangeCo’s ability to vote, receive dividends with respect to or otherwise
exercise ownership rights with respect to the Shares, or (iv) the ability of the Shareholder to vote, receive dividends with respect
to, sell or dispose of or otherwise exercise ownership rights with respect to the Exchangeable Shares or the Parent Common Stock
issued in connection with the transactions contemplated by this Agreement; provided,
however, that a change in the market price or trading volume of the Parent Common Stock shall not be deemed, in and
of itself, to constitute a Material Adverse Change.


 


An
event, violation, inaccuracy, circumstance or other matter will be deemed to have a “Material
Adverse Effect” if such event, violation, inaccuracy, circumstance or other matter had or would reasonably be
expected to have a material adverse effect on (i) the business, condition, capitalization, operations, financial performance of
the Company or the Parent, as the case may be, taken as a whole, (ii) the ability of the Company or the Parent to consummate the
transactions contemplated by the Agreement or to perform any of its respective obligations under the Agreement, or (iii) the Parent’s
or the ExchangeCo’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect
to the Shares, or (iv) the ability of the Shareholder to vote, receive dividends with respect to, sell or dispose of or otherwise
exercise ownership rights with respect to the Exchangeable Shares or the Parent Common Stock issued in connection with the transactions
contemplated by this Agreement; provided, however, that none of the following
shall be deemed, in and of itself, to constitute a Material Adverse Effect: (a) a change in the market price or trading volume
of the Parent Common Stock; and (b) changes in the industry or market generally affecting the industry in which a party operates
or changes in general economic conditions.


 




    	 



    	A-4 



    


 


“Notifying
Party” has the meaning set out in Section 6.2(c).


 


“Order”
means any award, decision, injunction, judgment, order, ruling,
subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator.


 


“Parent
Common Stock” shall mean the common stock,
$0.001 par value per share, of the Parent.


 


“Parent
Control Transaction” has the meaning ascribed to that
term in the Exchangeable Share Provisions.


 


“Person”
shall mean any individual, Entity or Governmental Body.


 


“Pre-Closing
Period” has the meaning set out in Section 6.1.


 


“Promissory
Notes” means that certain: (a) an interest bearing promissory
note from the Parent to the Shareholder in the amount of $500,000 with the terms and conditions as set forth in such promissory
note; and (b) a non-interest bearing promissory note from the Parent to the Shareholder in the amount of $1,000,000 with the terms
and conditions as set forth in such promissory note.


 


“Proprietary
Asset” shall mean any: (a) patent, patent application,
trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service mark (whether
registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application,
application, trade secret, know-how, customer list, franchise, system, computer software, computer program, model, formula, compound,
invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property
right or intangible asset; or (b) right to use or exploit any of the foregoing.


 


“Redemption
Call Purchase Price” has the meaning set out in Section
10.2.


 


“Redemption
Call Right” has the meaning set out in Section 10.2.


 


“Redemption
Date” has the meaning ascribed to that term in the Exchangeable
Share Provisions.


 


“Redemption
Price” has the meaning ascribed to that term in the Exchangeable
Share Provisions.


 


“Representatives”
shall mean officers, directors, employees, agents, attorneys,
accountants, advisors and representatives.


 




    	 



    	A-5 



    


 


“Shareholder
Loans” means an amount of $809,000 CN owing from the Company
to the Shareholder in respect of advances provided by the Shareholder to the Company, as evidenced by that certain subordinated
promissory note dated September 29, 2015, from the Company to the Shareholder.


 


“Shares”
means the issued and outstanding common shares of the Company.


 


“Special
Voting Share” shall mean the one (1) share of Series B
preferred stock of the Parent having substantially the rights, privileges, restrictions and conditions described in the Voting
Agreement.


 


An
Entity shall be deemed to be a “Subsidiary” of another Person
if such Person directly or indirectly owns, beneficially or of record, (a) an amount of voting securities or other interests in
such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board
of directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests or such Entity.


 


“Tax”
shall mean any tax (including any income tax, franchise tax,
capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment or employment tax or insurance premium,
national and provincial health insurance tax, Canada Pension Plan amount, excise tax, goods and services tax
(“GST”) ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding
tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or
amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental
Body.


 


“Tax
Return” shall mean any return (including any information
return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document
or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with
the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement
of or compliance with any Legal Requirement relating to any Tax.


 


“Unaudited
Interim Financial Statements” shall mean the unaudited
consolidated financial statements of the Company as of August 31, 2015.


 


“U.S.
Securities Act” shall mean the
U.S. Securities Act of 1933, as amended.


 


“Voting
and Exchange Agreement” shall mean an agreement to be
made between the Parent, the ExchangeCo and the Shareholder substantially in the form of attached to the Agreement, with such
changes thereto as the parties hereto, acting reasonably, may agree.


 




    	 



    	 



    


 


SCHEDULE
B


TO
THE ACQUISITION AGREEMENT BETWEEN


QUEST
SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND


VIASCANQDATA
INC.


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER


 


The
Company and the Shareholder covenant with and represent and warrant to the Parent and the ExchangeCo as of the date of this Agreement
and at the Closing Date as follows, and acknowledges that the Parent and the ExchangeCo are relying on such covenants, representations
and warranties in entering into this Agreement:


 


	1.1	Due Organization



 


	 	(a)	The
    Shareholder is a corporation duly organized, validly existing and in good standing under the laws of Canada. The Shareholder
    has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The Shareholder
    is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which
    the nature of its business or the property owned or leased by it makes such qualification necessary.
	 	 	 
	 	(b)	The
    Company is a corporation duly organized, validly existing and in good standing under the laws of Canada. The Company has the
    corporate power to own or lease its properties and to carry on its business as now being conducted by it. The Company is duly
    qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature
    of its business or the property owned or leased by it makes such qualification necessary.
	 	 	 
	 	(c)	The
    Company has no Subsidiaries, and the Company does not own any shares in the capital of, or any equity interest of any nature
    in, any other Entity. The Company has not agreed to, is not obligated to make, and is not bound by any Contract under which
    it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not
    been, at any time, a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general
    partnership, limited partnership or other Entity.


 


	1.2	Certificate of Incorporation and Bylaws 



 


The
Company has delivered or made available to the Parent accurate and complete copies of the certificate of incorporation, articles,
bylaws and other charter and organizational documents of the Company, including all amendments thereto.


 




    	 



    	B-2



    


 


	1.3	Capitalization



 


	 	(a)
    	The
    authorized capital of the Company consists of an unlimited number of Shares. As of the date of the Agreement, 57,790 Shares
    were issued andoutstanding, all of which were held by the Shareholder. All of the outstanding Shares have been duly authorized
    and validly issued, and are fully paid and non-assessable. The Shares are owned of record and beneficially by the Shareholder,
    free and clear of all Encumbrances.
	 	 	 
	 	(b)	None
    of the outstanding Shares is entitled or subject to any preemptive right, right of participation or any similar right, or
    any right of first refusal in favor of the Company, and there is no Contract relating to the voting or registration of, or
    restricting the Shareholder or any Person from selling, pledging or otherwise disposing of (or granting any option or similar
    right with respect to) any Shares.
	 	 	 
	 	(c)	There
    is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Shares
    or other shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation
    that has the right to vote (other than the Shares) or that is or may become convertible into or exchangeable for any Shares
    or other shares of the capital stock or other securities of the Company; or (iii) to the Company’s knowledge, any condition
    or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person against the Company to
    the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company.


 


	1.4	Corporate Authority; Binding Nature of Agreement



 


Each
of the Company and the Shareholder has all requisite power and authority to execute and deliver the Agreement, the Voting Agreement
and all transaction documents to be signed by it and to perform its respective obligations thereunder and to consummate the transactions
contemplated thereby. The execution and delivery of each of the Agreement, the Voting Agreement and all transaction documents
by each of the Company and the Shareholder, and the consummation of the transactions contemplated thereby, have been duly authorized
by each of the board of directors of the Company and the Shareholder. No other corporate or shareholder proceedings on the part
of the Company or the Shareholder are necessary to authorize such documents or to consummate the transactions contemplated thereby.
The Agreement, the Voting Agreement and all transaction documents have been duly executed and delivered by each of the Company
and the Shareholder, the Agreement, the Voting Agreement and all transaction documents when executed and delivered by the Company
and the Shareholder as contemplated by such agreements and documents will be, valid and binding obligations of each the Company
and the Shareholder enforceable against them in accordance with their respective terms, subject to (i) laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive
relief and other equitable remedies.


 




    	 



    	B-3



    


 


	1.5 	Directors and Officers



 


The
directors and officers of the Company are as follows:


 





	Name	 	Position
	 	 	 
	Gilles
    Gaudreault 	 	Director
    and Secretary
	Danis
    Kurdi	 	Director
    and President


 


	1.6	Financial Statements, Books and Records



 





 


	 	(a)	The
    Audited Financial Statements and Unaudited Interim Financial Statements (including any related notes) of the Company provided
    by the Company in Section 1.6(a) of the Company Disclosure Schedule fairly present the assets, liabilities (whether accrued,
    absolute, contingent or otherwise) and the financial condition of the Company as at the date thereof.
	 	 	 
	 	(b)	The
    books, records and accounts of the Company fairly and correctly set out and disclose in all material respects, in accordance
    with Canadian generally accepted accounting principles, the financial position of the Company as at the date of this Agreement,
    and:


 


	 	(i)	have
    been maintained in accordance with good business practices consistent with prior years;
	 	 	 
	 	(ii)	are
    stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company;
    and
	 	 	 
	 	(iii)	accurately
    and fairly reflect the basis for the financial statements provided by the Company referred to in Section 1.6(a) of the Company
    Disclosure Schedule.


 


	 	(c)	The
    Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:


 


	 	(i)	transactions
    are executed in accordance with management’s general or specific authorization; and
	 	 	 
	 	(ii)	transactions
    are recorded as necessary:


 


	 	A.	to
    permit preparation of financial statements in conformity with Canadian generally accepted accounting principles or any other
    criteria applicable to such statements; and
	 	 	 
	 	B.	to
    maintain accountability for assets.


 




    	 



    	B-4



    


 


	 	(d)	The
    Company has made full disclosure to the Parent and the ExchangeCo of all material aspects of the Company’s business
    and has made all of its books and records available to the Representatives of the Parent in order to assist the Parent in
    the performance of its due diligence searches and no material facts in relation to the Company’s business have been
    concealed by the Parent.
	 	 	 
	 	(e)	All
    of the Company’s obligations to TD Bank, RBC and BDC Capital have been paid in full and terminated.


 


	1.7	Absence of Changes









 


Between
September 1, 2015, and the date of this Agreement, except as contemplated herein:


 


	 	(a)	no
    event, violation, circumstance or other matter has occurred or arisen that, in combination with any other events or circumstances,
    has had or would reasonably be expected to have a Material Adverse Effect on the Company;
	 	 	 
	 	(b)	there
    has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of
    the Company (whether or not covered by insurance);
	 	 	 
	 	(c)	the
    Company has not: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any Shares,
    or (ii) repurchased, redeemed or otherwise reacquired any Shares or other securities;
	 	 	 
	 	(d)	the
    Company has not sold, issued or granted, or authorized the issuance of, (i) any Shares, capital stock or other security, (ii)
    any option, warrant or right to acquire any Shares, capital stock or any other security, or (iii) any instrument convertible
    into or exchangeable for any Shares, capital stock or other security;
	 	 	 
	 	(e)	the
    Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision
    of any of the Company’s stock option plans, or (ii) any provision of any Contract evidencing any outstanding option
    in the Company;
	 	 	 
	 	(f)	there
    has been no amendment to the certificate of incorporation, articles, bylaws or other charter or organizational documents of
    the Company;
	 	 	 
	 	(g)	the
    Company has not formed any Subsidiary or acquired any equity interest or other interest in any other Entity;
	 	 	 
	 	(h)	the
    Company has not made any capital expenditure which exceeds $25,000;
	 	 	 
	 	(i)	the
    Company has not (i) entered into or permitted any of the assets owned or used by it to become bound by any Company Material
    Contract except in the ordinary course of business and consistent with past practices, or (ii) amended or terminated, or waived
    any material right or remedy under, any Company Material Contract;


 




    	 



    	B-5



    


 


	 	(j)	the
    Company has not (i) acquired, leased or licensed any material right or other material asset from any other Person except in
    the ordinary course of business and consistent with past practices, (ii) sold or otherwise disposed of, or leased or licensed,
    any material right or other material asset to any other Person, or (iii) waived or relinquished any material right;
	 	 	 
	 	(k)	the
    Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable
    or other indebtedness having a value in excess of $25,000 in any individual case;
	 	 	 
	 	(l)	the
    Company has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance,
    except for pledges of immaterial assets made in the ordinary course of business and consistent with past practices;
	 	 	 
	 	(m)	the
    Company has not (i) lent money to any Person, or (ii) guaranteed any indebtedness for borrowed money;
	 	 	 
	 	(n)	the
    Company has not (i) adopted, established or entered into any Employee Plan, (ii) caused or permitted any Employee Plan to
    be amended in any material respect, or (iii) paid any bonus or made any profit-sharing or similar payment to, or materially
    increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to,
    any of its directors, officers or employees, other than in the normal course of business and consistent with past practices;
	 	 	 
	 	(o)	the
    Company has not changed any of its methods of accounting or accounting principles or practices in any respect, except as otherwise
    required by Canadian generally accepted accounting principles;
	 	 	 
	 	(p)	the
    Company has not made any Tax election;
	 	 	 
	 	(q)	the
    Company has not commenced or settled any Legal Proceeding;
	 	 	 
	 	(r)	the
    Company has not entered into any material transaction or taken any other material action that, either individually or in the
    aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on the Company;
	 	 	 
	 	(s)	the
    Company has not entered into any material transaction or taken any other material action outside the ordinary course of business
    or inconsistent with past practices; and
	 	 	 
	 	(t)	the
    Company has not agreed or committed to take any of the actions referred to in clauses (c) through (s) above.


 




    	 



    	B-6



    


 


	1.8	Title to Assets



 


The
Company owns, and has good and valid title to, all assets purported to be owned by it, including:


 


	 	(a)	all
    assets reflected on the Audited Financial Statements and the Unaudited Interim Financial Statements (except for inventory
    sold or otherwise disposed of in the ordinary course of business since the date of the Unaudited Interim Financial Statements);
    and
	 	 	 
	 	(b)	all
    other assets reflected in the books and records of the Company as being owned by the Company.


 


All
of said assets are owned by the Company free and clear of any Encumbrances, except for (1) any lien for current taxes not yet
due and payable, (2) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate)
materially detract from the value of the assets subject thereto or materially impair the operations of the Company, and (3) liens
described in Part 1.8 of the Company Disclosure Schedule.


 


	1.9	Receivables; Employee Loans; Advances






 


	 	(a)	All
    existing accounts receivable of the Company (including those accounts receivable reflected on the Audited Financial Statements
    and the Unaudited Interim Financial Statements that have not yet been collected and those accounts receivable that have arisen
    since the date thereof and have not yet been collected):


 


	 	(i)	represent
    valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business;
    and
	 	 	 
	 	(ii)	are
    current and, to the Company’s knowledge, will be collected in full, without any counterclaim or set off.


 


	 	(b)	Part
    1.9(b) of the Company Disclosure Schedule contains an accurate and complete list as of the date of the Agreement of all outstanding
    loans and advances made by the Company to any employee, director, consultant or independent contractor, other than routine
    travel, meal and related advances made to employees in the ordinary course of business.


 


	1.10	Real Property; Equipment; Leasehold



 


All
material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they
are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of
the business of the Company in the manner in which such business is currently being conducted. The Company does not own any real
property or any interest in real property, except for the leaseholds created under the real property leases identified in Part
1.10 of the Company Disclosure Schedule.


 




    	 



    	B-7



    


 


	1.11	Proprietary Assets



 


	 	(a)	Part
    1.11(a) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Company and registered
    with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description
    of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application.
	 	 	 
	 	(b)	Part
    1.11(b) of the Company Disclosure Schedule identifies each Proprietary Asset owned by the Company that is material to the
    business of the Company.
	 	 	 
	 	(c)	Part
    1.11(c) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $10,000 with
    respect to, each Proprietary Asset that is licensed or otherwise made available to the Company by any Person and is material
    to the business of the Company (except for any Proprietary Asset that is licensed to the Company under any third party software
    license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed
    or otherwise made available to the Company.
	 	 	 
	 	(d)	The
    Company has good and valid title to all of the Proprietary Assets identified or required to be identified in Parts 1.11(a)
    and 1.11(b) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for any lien for current taxes
    not yet due and payable, and minor liens that have arisen in the ordinary course of business and that do not (individually
    or in the aggregate) materially detract from the value of the Proprietary Asset subject thereto or materially impair the operations
    of the Company. The Company has a valid right to use, license and otherwise exploit all Proprietary Assets identified or required
    to be identified in Part 1.11(c) of the Company Disclosure Schedule, subject to the terms thereof. The Company has not developed
    jointly with any other Person any Proprietary Asset that is material to the business of the Company and with respect to which
    such other Person has any rights. There is no Contract (with the exception of end user license agreements, support agreements,
    consulting agreements and other customer contracts in the forms previously delivered by the Company to Parent) pursuant to
    which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary
    Asset.
	 	 	 
	 	(e)	The
    Company has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all
    material Proprietary Assets (except Proprietary Assets whose value would be unimpaired by disclosure). No current or former
    employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with
    respect to any Proprietary Asset.


 




    	 



    	B-8



    


 


	 	(f)	All
    patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting and none of the
    Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any
    other Person), to the Company’s knowledge, infringes, misappropriates or conflicts with any Proprietary Asset owned
    or used by any other Person. The Company has not received any notice or other communication (in writing or otherwise) of any
    actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary
    Asset owned or used by any other Person. To the best of the knowledge of the Company, no other Person is materially infringing,
    misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person
    infringes or conflicts with, any material Proprietary Asset.
	 	 	 
	 	(g)	The
    Proprietary Assets owned by or licensed to the Company constitute all the Proprietary Assets necessary to enable the Company
    to conduct their business in the manner in which such business has been and is being conducted. The Company has not (i) licensed
    any Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting
    or purporting to limit the ability of the Company to exploit fully any Proprietary Assets or to transact business in any market
    or geographical area or with any Person.


 


	1.12	Contracts



 


	 	(a)	For
    purposes of the Agreement, each of the following shall be deemed to constitute a
    “Company Material Contract”:


 


	 	(i)	any
    Contract (A) relating to the employment of, or the performance of services by, any employee or consultant, (B) pursuant to
    which the Company is or may become obligated to make any severance, termination, change in control or similar payment to any
    current or former employee or director, or (C) pursuant to which the Company is or may become obligated to make any bonus
    or similar payment (other than payments constituting base salary or normal commissions) in excess of $25,000 to any current
    or former employee or director;
	 	 	 
	 	(ii)	any
    material Contract relating to the acquisition, transfer, development, sharing or license of any Proprietary Asset (except
    for any Contract pursuant to which (A) any Proprietary Asset is licensed to the Company under any third party software license
    generally available to the public, or (B) any Proprietary Asset which is not material to the Company’s business and
    is licensed by the Company to any Person on a nonexclusive basis);
	 	 	 
	 	(iii)	any
    Contract pursuant to which (a) any monies have been loaned to the Company, or (B) the Company has granted a security interest
    in any of its assets;
	 	 	 
	 	(iv)	any
                                         Contract imposing any restriction on the right or ability of the Company (A) to compete
                                         with any other Person, (B) to acquire any product or other asset or any services from
                                         any other Person, (C) to develop, sell, supply, distribute, offer, support or service
                                         any product or any technology or other asset to or for any other Person, or (D) to perform
                                         services for any other Person;



 




    	 



    	B-9



    


 


	 	(v)	any
    Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing
    any Person with any preemptive right, right of participation, or similar right with respect to any securities, or (C) providing
    the Company with any right of first refusal with respect to, or right to repurchase or redeem, any securities;
	 	 	 
	 	(vi)	any
    Contract incorporating or relating to any guarantee, any warranty or any indemnity or similar obligation;
	 	 	 
	 	(vii)	any
    Contract containing “standstill” or similar provisions;
	 	 	 
	 	(viii)	any
    Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations,
    or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between the Company
    and any contractor or subcontractor to any Governmental Body);
	 	 	 
	 	(ix)	any
    Contract requiring that the Company give any notice or provide any information to any Person prior to considering or accepting
    any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding
    relating to transaction relating to any Acquisition Proposal;
	 	 	 
	 	(x)	any
    Contract that contemplates or involves the guaranteed payment or delivery of cash or other consideration in an amount or having
    a value in excess of $25,000 in the aggregate or the payment of such consideration any time between the Closing Date and the
    date of the Agreement, or contemplates or involves the performance of services having a value in excess of $25,000 in the
    aggregate; and
	 	 	 
	 	(xi)	any
    Contract that is otherwise material to the Company, including any Contract that could reasonably be expected to have a material
    effect on the ability of the Company to perform any of its obligations under, or to consummate any of the transactions contemplated
    by, the Agreement.


 


The
Company has delivered or made available to Parent an accurate and complete copy of each Contract that constitutes a Company Material
Contract.


 


	 	(b)	Each
    Contract that constitutes a Company Material Contract is valid and in full force and effect, and is enforceable in accordance
    with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and
    (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.


 




    	 



    	B-10



    


 


	 	(c)	The
    Company has not violated or breached, or committed any default in any material respect under, any Company Material Contract
    and, to the best of the knowledge of the Company, no other Person has violated or breached, or committed any default under,
    any other Contract. With respect to each Company Material Contract, no event has occurred, and no circumstance or condition
    exists, that (with or without notice or lapse of time) could reasonably be expected to (A) result in a violation or breach
    of any of the provisions of any such Contract, (B) give any Person the right to declare a default or exercise any remedy under
    any such Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery
    schedule under any such Contract, (D) give any Person the right to accelerate the maturity or performance of any such Contract,
    or (E) give any Person the right to cancel, terminate or modify any such Contract. Since January 1, 2015, the Company has
    not received any notice or other communication regarding any actual or possible violation or breach of, or default under,
    any Company Material Contract.
	 	 	 
	 	(d)	Part
    1.12 of the Company Disclosure Schedule contains certain of the Company Material Contracts.


 


	1.13	Liabilities



 


The
Company does not have any accrued, contingent or other liabilities of any nature, either matured or unmatured, except for: (a)
liabilities identified as such in the “liabilities” column of the Audited Financial Statements and the Unaudited Interim
Financial Statements; (b) normal and recurring current liabilities that have been incurred by the Company since the date thereof
in the ordinary course of business and consistent with past practices; and (c) liabilities described in Part 1.13 of the Company
Disclosure Schedule. The Company’s total liabilities, of any nature, do not exceed $14,000,000 USD.


 


	1.14	Compliance with Legal Requirements






 


	 	(a)	The
    Company and each predecessor of the Company is, and at all times has been, in full compliance with all requirements of each
    Governmental Body required for the operation of the Company’s business.
	 	 	 
	 	(b)	No
    event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result, directly
    or indirectly, in a violation of, or a failure to comply with, any requirement of any Governmental Body required for the operation
    of the Company’s business, or may result directly or indirectly, in the revocation, withdrawal, suspension, cancellation,
    or termination of, or any modification to, any authorization of any Governmental Body required for the operation of the Company’s
    business.
	 	 	 
	 	(c)	Neither
                                         the Company nor any predecessor of the Company has received any notice or other communication
                                         (whether oral or written) from any Governmental Body or any other Person regarding any
                                         actual, alleged, possible, or potential violation of, or failure to comply with, any
                                         requirement of any Governmental Body, or any actual, proposed, possible, or potential
                                         revocation, withdrawal, suspension, cancellation, termination of, or modification of
                                         any authorization of any Governmental Body.



 




    	 



    	B-11



    


 


	 	(d)	All
    applications required to have been filed for the renewal of any authorizations required from any Governmental Body for the
    operation of the Company’s business have been duly filed on a timely basis with each applicable Governmental Body, and
    all other filings required to have been made with respect to such authorizations have been duly made on a timely basis with
    each applicable Governmental Body.


 


	1.15	Litigation



  


	 	(a)	Except
    as set forth in Part 1.15 of the Company Disclosure Schedule, there is no pending Legal Proceeding:


 


	 	(i)	that
    has been commenced by or against the Company or any predecessor of the Company, or that otherwise relates to or may affect
    the Company’s business, or any of the assets owned or used by, the Company or any predecessor of the Company; or
	 	 	 
	 	(ii)	that
    challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the
    transactions contemplated herein.


 


	 	(b)	To
    the knowledge of the Company and the Shareholder, no Legal Proceeding has been threatened, and no event has occurred or circumstance
    exists, that may give rise to or serve as a basis for the commencement of any such Legal Proceeding.
	 	 	 
	 	(c)	There
    is no Order to which any of the Company, any predecessor of the Company, the Company’s business, or any of the assets
    owned or used by any of them, is subject.
	 	 	 
	 	(d)	No
    employee or agent of the Company or any predecessor of the Company is subject to any Order that prohibits such employee or
    agent from engaging in or continuing any conduct, activity, or practice relating to the Company’s business.


 


	1.16	Certain Business Practices



 


There
is no Contract, judgment, injunction, order or decree binding upon the Company that has or could reasonably be expected to have
the effect of prohibiting, restricting or materially impairing any business practice of the Company, any acquisition of property
by the Company or the conduct of business by the Company as currently conducted.


 




    	 



    	B-12



    


 


	1.17	Governmental Authorizations



 


The
Company holds all Governmental Authorizations necessary to enable the Company to conduct its businesses in the manner in which
such businesses are currently being conducted. All such Governmental Authorizations are valid and in full force and effect. The
Company is in substantial compliance with the terms and requirements of such Governmental Authorizations. The Company has not
received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure
to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal,
suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at
any time challenged in writing the right of the Company to design, manufacture, offer or sell any of its respective products or
services.


 


	1.18	Tax Matters



 


	 	(a)	Each
    of the Tax Returns required to be filed by or on behalf of the Company with any Governmental Body with respect to any taxable
    period ending on or before the Closing Date (the “Company Returns”)
    (i) has been or will be filed on or before the applicable due date (including any extensions of such due date), and
    (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements
    and will be true and correct in all material respects. Except as set forth in Part 1.18 of the Company Disclosure Schedule,
    all amounts shown on the Company Returns to be due on or before the Closing Date have been or will be paid on or before the
    Closing Date. All Taxes required to be withheld or collected have been and will continue to be withheld and paid or remitted
    on or before the applicable due date up to and before the Closing Date.
	 	 	 
	 	(b)	The
    Audited Financial Statements and the Unaudited Interim Financial Statements fully accrues all actual and contingent liabilities
    for Taxes with respect to all periods through the date thereof in accordance with United States generally accepted accounting
    principles. The Company will establish, in the ordinary course of business and consistent with its past practices, reserves
    adequate for the payment of all Taxes for the period from the date thereof through the Closing Date.
	 	 	 
	 	(c)	Except
    as set forth in Part 1.18 of the Company Disclosure Schedule (i) no claim, Legal Proceeding adjustment, assessment or reassessment
    is pending or, to the best of the knowledge of the Company, has been threatened, either formally or informally, against or
    with respect to the Company in respect of any Tax, (ii) there are no unsatisfied liabilities for Taxes (including related
    expenses) with respect to any notice of assessment or reassessment or similar document received by the Company with respect
    to any Tax (other than liabilities for Taxes asserted under any such notice of assessment or reassessment or similar document
    which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established
    on the Audited Financial Statements and the Unaudited Interim Financial Statements)m, and (iii) there are no liens for Taxes
    upon any of the assets of the Company except liens for current Taxes not yet due and payable.
	 	 	 
	 	(d)	The
    Company is in full compliance with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement
    or order of any Governmental Body and the consummation of the transactions contemplated by this Agreement will have no adverse
    effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement
    or order.


 




    	 



    	B-13



    


 


	1.19 	Employee and Labor Matters; Benefit Plans






 


	 	(a)	Part
    1.19(a) of the Company Disclosure Schedule identifies each salary, bonus, vacation, deferred compensation, incentive compensation,
    stock purchase, stock option, severance pay, termination pay, death and disability benefits, hospitalization, medical, life
    or other insurance, flexible benefits, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program
    or agreement and each other employee benefit plan or arrangement (collectively, the
    “Employee Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company
    for the benefit of any current or former employee of the Company. The Company has delivered to the Parent accurate and complete
    copies of the Employee Plans currently in force and all amendments thereto together with, as applicable, accurate and complete
    copies of all funding agreements and any Contracts relating to such Employee Plans (including service provider agreements,
    insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation
    agreements and recordkeeping agreements), all summary descriptions of the Employee Plans provided to past or present participants
    therein, any annual information returns required to be filed under a Legal Requirement, the financial statements, if any,
    and evidence of any registration in respect thereof.
	 	 	 
	 	(b)	All
    of the Employee Plans are, and have been since their establishment, duly registered where required by Legal Requirement (including
    registration with the relevant tax authorities where such registration is required to qualify for tax exemption or other beneficial
    tax status) and are in good standing under, and in compliance with, all Legal Requirements.
	 	 	 
	 	(c)	All
    Employee Plans have been administered in accordance with their terms, there are no outstanding defaults or violations by the
    Company of any obligation required to be performed by it in connection with any Employee Plan and no order has been made or
    notice given pursuant to any Legal Requirements requiring (or proposing to require) the Company to take (or refrain from taking)
    any action in respect of any Employee Plan.
	 	 	 
	 	(d)	There
    are no actions, suits, claims, trials, demands, investigations, arbitrations or other proceedings pending or, to the knowledge
    of the Company threatened with respect to the Employee Plans against the Company, the funding agent, the insurers or the fund
    of such Employee Plans, other than claims for benefits in the ordinary course.


 




    	 



    	B-14



    


 


	 	(e)	Neither
    the execution, delivery or performance of the Agreement, nor the consummation of the other transactions contemplated by the
    Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee
    or director of the Company (whether or not under any Employee Plan), or materially increase the benefits payable or provided
    under any Employee Plan, or result in any acceleration of the time of payment or vesting of any such benefits.
	 	 	 
	 	(f)	Part
    1.19(f) of the Company Disclosure Schedule contains a list of all salaried employees of the Company as of the date of the
    Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including
    compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their
    positions. The Company is not a party to any collective bargaining agreement with a trade union or council of trade unions.
    No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights
    with respect to the Company employees by way of certification, interim certification, voluntary recognition, designation or
    successor rights, has applied to be certified as a bargaining agent of the Company’ employees or has applied to have
    the Company declared a related employer pursuant to applicable labor, employment or similar laws. Except as contemplated herein
    or set out in the Company Disclosure Schedule, all of the employees of the Company are employed for an indefinite term and
    the employment of such employees may be terminated on reasonable notice.
	 	 	 
	 	(g)	The
    Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment,
    employment standards, employment practices, wages, bonuses, benefits and terms and conditions of employment, including employee
    compensation matters.
	 	 	 
	 	(h)	All
    amounts owing in respect of employee payroll withholding obligations, remittances, premiums, contributions and assessments
    under provincial or federal statutes or employee benefit plans have been fully accrued in the books and records of the Company
    and wages, vacation pay, holiday pay and employee benefits of the employees of the Company have been fully accrued in the
    Company’s books and records and reflected as such in the Company’s financial statements.


 


	1.20	Insurance



 


The
Company has delivered or made available to the Parent a copy of all material insurance policies and all material self-insurance
programs and materials relating to the business, assets and operations of the Company. Each of such insurance policies is in full
force and effect. The Company has not received any notice or other communication regarding any actual or possible (a) cancellation
or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any material claim under any insurance policy,
or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy. There is no pending workers’
compensation or other claim under or based upon any insurance policy of the Company.


 




    	 



    	B-15



    


 


	1.21	Legal Proceedings; Orders



 


	 	(a)	There
    is no pending Legal Proceeding, and to the best of the knowledge of the Company and the Shareholder, no Person has threatened
    to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company; or (ii)
    that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions
    contemplated by the Agreement. To the best of the knowledge of the Company and the Shareholder, no event has occurred, and
    no claim, dispute or other condition or circumstance exists that could reasonably be expected to, give rise to or serve as
    a basis for the commencement of any such Legal Proceeding.
	 	 	 
	 	(b)	There
    is no order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company,
    is subject. To the best of the knowledge of the Company and the Shareholder, no officer or key employee of the Company is
    subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in
    or continuing any conduct, activity or practice relating to the business of the Company.


 


	1.22	Non-Contravention; Consents



 


Neither
(1) the execution, delivery or performance of the Agreement, nor (2) the consummation by the Company of the transactions contemplated
by the Agreement, will directly or indirectly (with or without notice or lapse of time):


 


	 	(a)	contravene,
    conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws
    or other charter or organizational documents of the Company or the Shareholder, or (ii) any resolution adopted by the shareholders,
    the board of directors or any committee of the board of directors of the Company or the Shareholder;
	 	 	 
	 	(b)	subject
    to obtaining the Consents set forth in Section 9.3 of the Agreement, contravene, conflict with or result in a violation of
    any Legal Requirement or any order, writ, injunction, judgment or decree to which the Company, or any of the assets owned
    or used by the Company, is subject;
	 	 	 
	 	(c)	contravene,
    conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to
    revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that
    otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
	 	 	 
	 	(d)	to
    the knowledge of the Company and the Shareholder, contravene, conflict with or result in a violation or breach of, or result
    in a default under, any provision of any Company Material Contract, or give any Person the right to (i) declare a default
    or exercise any remedy under any such Company Material Contract, (ii) a rebate, chargeback, penalty or change in delivery
    schedule under any such Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material
    Contract, or (iv) cancel, terminate or modify any term of such Company Material Contract;


 




    	 



    	B-16



    


 


	 	(e)	result
    in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for
    minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto
    or materially impair the operations of the Company); or
	 	 	 
	 	(f)	result
    in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any material asset of
    the Company to any Person.


 


Except
as may be required by Applicable Securities Legislation, the CBCA, any other foreign law or regulation, neither of the Company
or the Shareholder is, or will be, required to make any filing with or give any notice to, or to obtain any Consent from, any
Person in connection with (x) the execution, delivery or performance of the Agreement by the Company, or (y) the consummation
by the Company of the transactions contemplated by the Agreement.


 


	1.23	No Broker or Finder



 


No
agreement has been made with the Company or the Shareholder in respect of the purchase and sale contemplated by this Agreement
that could give rise to any valid claim by any Person against the Company, the Shareholder, the Parent or the ExchangeCo for a
finder’s fee, brokerage commission or similar payment.


 


	1.24 	Full Disclosure



 


This
Agreement (including the Company Disclosure Schedule) does not, and will not, (i) contain any representation, warranty or information
that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make
the representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances
under which such representations, warranties and information were or will be made or provided) not false or misleading.


 




    	 



    	 



    


 


SCHEDULE
C 


TO
THE ACQUISITION AGREEMENT BETWEEN


QUEST
SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND


VIASCANQDATA
INC.


 


REPRESENTATIONS
AND WARRANTIES OF THE PARENT AND THE EXCHANGECO


 


The
Parent and the ExchangeCo jointly and severally covenant with and represent and warrant to the Company and the Shareholder as
of the date of this Agreement and at the Closing Date as follows, and acknowledge that the Company and the Shareholder are relying
on such covenants, representations and warranties in entering into this Agreement:


 


	1.	Due
    Organization


 


The
Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent
has a class of securities registered under the U.S. Securities Exchange Act of 1934, as amended, and is in good standing
with respect to all filings required to be made under such statutes with the United States Securities and Exchange Commission.
The Parent has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The
Parent is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in
which the nature of its business or the property owned or leased by it makes such qualification necessary.


 


The
ExchangeCo is a corporation duly organized, validly existing and in good standing under the laws of Canada. The ExchangeCo has
the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The ExchangeCo is
duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the
nature of its business or the property owned or leased by it makes such qualification necessary.


 


	2.	Certificate
    of Incorporation and Bylaws


 


The
Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, articles,
bylaws and other charter and organizational documents of the Parent, including all amendments thereto.


 


	3.	Capitalization


 


The
capitalization information of the Parent provided by Parent fairly presents the fully diluted capitalization of the Parent as
of the Closing Date.


 


The
authorized capital stock of the ExchangeCo consists of an unlimited number of common shares and an unlimited number of preferred
shares. As of the Closing Date, one hundred (100) common shares of the ExchangeCo were issued and outstanding. All of the outstanding
common shares of the ExchangeCo have been duly authorized and validly issued, and are fully paid and nonassessable.


 




    	 



    	C-2 



    

 


Except
as contemplated in this Agreement, no Person has any agreement or option, including convertible securities, warrants or convertible
obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement
or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the ExchangeCo.


 


	4.	Corporate
    Authority; Binding Nature of Agreement


 


Each
of the Parent and the ExchangeCo has all requisite power and authority to execute and deliver the Agreement, the Exchangeable
Share Support Agreement, the Voting Agreement and all transaction documents to be signed by it and to perform its respective obligations
thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Agreement, the Exchangeable
Share Support Agreement, the Voting Agreement and all transaction documents by each of the Parent and the ExchangeCo, and the
consummation of the transactions contemplated thereby, have been duly authorized by each of the board of directors of the Parent
and the ExchangeCo. No other corporate or shareholder proceedings on the part of the Parent and the ExchangeCo are necessary to
authorize such documents or to consummate the transactions contemplated thereby. The Agreement, the Exchangeable Share Support
Agreement, the Voting Agreement and all transaction documents have been duly executed and delivered by each of the Parent and
the ExchangeCo, the Agreement, the Exchangeable Share Support Agreement, the Voting Agreement and all transaction documents when
executed and delivered by the Parent and the ExchangeCo as contemplated by such agreements and documents will be, valid and binding
obligations of each the Parent and the ExchangeCo enforceable against them in accordance with their respective terms, subject
to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing
specific performance, injunctive relief and other equitable remedies.


 


	5.	Financial
    Statements, Books and Records


 


	 	(a)	The
    financial statements of Parent provided by Parent fairly present the assets, liabilities (whether accrued, absolute, contingent
    or otherwise) and the financial condition of Parent as at the date thereof.
	 	 	 
	 	(b)	The
    books, records and accounts of Parent fairly and correctly set out and disclose in all material respects, in accordance with
    U.S. generally accepted accounting principles, the financial position of Parent as at the date of this Agreement, and:


 


	 	(i)	have
    been maintained in accordance with good business practices consistent with prior years;
	 	 	 
	 	(ii)	are
    stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of Parent; and
	 	 	 
	 	(iii)	accurately
    and fairly reflect the basis for the financial statements provided by Parent.


 




    	 



    	C-3 



    

 


	 	(c)	Parent
    has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:


 


	 	(i)	transactions
    are executed in accordance with management’s general or specific authorization; and
	 	 	 
	 	(ii)	transactions
    are recorded as necessary:


 


	 	A.	to
    permit preparation of financial statements in conformity with U.S. generally accepted accounting principles or any other criteria
    applicable to such statements; and
	 	 	 
	 	B.	to
    maintain accountability for assets.


 


	6.	Litigation


 


There
is no pending Legal Proceeding:


 


	 	(a)	that
    has been commenced by or against the Parent or the ExchangeCo, or that otherwise relates to or may affect the Parent’s
    business, or any of the assets owned or used by, the Parent; or
	 	 	 
	 	(b)	that
    challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the
    transactions contemplated herein.


 


To
the knowledge of the Parent, no Legal Proceeding has been threatened, and no event has occurred or circumstance exists, that may
give rise to or serve as a basis for the commencement of any such Legal Proceeding.


 


	7.	Non-Contravention;
    Consents


 


Neither
(1) the execution, delivery or performance of the Agreement, nor (2) the consummation by the Parent of the transactions contemplated
by the Agreement, will directly or indirectly (with or without notice or lapse of time):


 


	 	(a)	contravene,
    conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws
    or other charter or organizational documents of the Parent or the ExchangeCo, or (ii) any resolution adopted by the shareholders,
    the board of directors or any committee of the board of directors of the Parent or the ExchangeCo;
	 	 	 
	 	(b)	subject
    to obtaining the Consents set forth in Section 9.3 of the Agreement, contravene, conflict with or result in a violation of
    any Legal Requirement or any order, writ, injunction, judgment or decree to which the Parent, or any of the assets owned or
    used by the Parent, is subject;
	 	 	 
	 	(c)	contravene,
    conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to
    revoke, withdraw,suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Parent or that otherwise
    relates to the business of the Parent or to any of the assets owned or used by the Parent;


 




    	 



    	C-4 



    

 


	 	(d)	to
    the knowledge of the Parent and the ExchangeCo, contravene, conflict with or result in a violation or breach of, or result
    in a default under, any provision of any material contract; or
	 	 	 
	 	(e)	result
    in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any material asset of
    the Parent to any Person.


 


Except
as may be required by Applicable Securities Legislation, any other foreign law or regulation, neither of the Parent or the ExchangeCo
is, or will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection
with (x) the execution, delivery or performance of the Agreement by the Parent, or (y) the consummation by the Parent of the transactions
contemplated by the Agreement.


 


	8.	Violation
    of Laws


 


The
entry into this Agreement and the consummation of the transactions contemplate therein will not, to the best of the knowledge
of the Parent, result in the violation of any law or regulation of the United States or the State of Delaware or of any local
government bylaw or ordinance to which the Parent or the Parent’s business may be subject.


 


	9.	No
    Broker or Finder


 


No
agreement has been made with the Parent or the ExchangeCo in respect of the purchase and sale contemplated by this Agreement that
could give rise to any valid claim by any Person against the Company or the Shareholder for a finder’s fee, brokerage commission
or similar payment.


 


	10.	Full
    Disclosure


 


This
Schedule, the Agreement and the U.S. Securities Act filings and disclosures provided to Company and the Shareholder do not (i)
contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) omit
to state any material fact necessary in order to make the representations, warranties and information contained and to be contained
herein and therein (in the light of the circumstances under which such representations, warranties and information were or will
be made or provided) not false or misleading.


 




    	 



    	 



    

 


SCHEDULE
D 


TO
THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND





VIASCANQDATA
INC.


 


REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER


 


The
Shareholder covenants with and represents and warrants to the Parent and ExchangeCo as of the date of this Agreement and at the
Closing Date as follows, and acknowledges that the Parent and ExchangeCo are relying on such covenants, representations and warranties
in entering into this Agreement:


 


1.
the Shareholder is not a “U.S. Person” as such term is defined by Rule 902 of Regulation S under the U.S. Securities
Act (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which
any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated
under the laws of the U.S.);


 


2.
the Special Voting Share has not been nor will be registered under the U.S. Securities Act, or under any state securities or “blue
sky” laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly,
to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance
with any applicable state and foreign securities laws;


 


3.
the Shareholder understands and agrees that offers and sales of the Special Voting Share prior to the expiration of a period of
six months after the date of original issuance of the Special Voting Share (the six month period hereinafter referred to as the
“Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation
S, pursuant to the registration provisions of the U.S. Securities Act or an exemption therefrom, and that all offers and sales
after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the U.S. Securities
Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;


 


4.
the Shareholder understands and agrees not to engage in any hedging transactions involving the Special Voting Share unless such
transactions are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with applicable
state and provincial securities laws;


 


5.
the Shareholder is acquiring the Special Voting Share for investment only and not with a view to resale or distribution and, in
particular, it has no intention to distribute either directly or indirectly the Special Voting Share in the United States or to
U.S. Persons;


 


6.
the Shareholder has not acquired the Special Voting Share as a result of, and will not itself engage in, any directed selling
efforts (as defined in Regulation S under the U.S. Securities Act) in the United States in respect of the Special Voting Share
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of the Special Voting Share;


 




    	 



    	D-2



    

 


7.
the Parent is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers
of the Shareholder contained herein, and the Shareholder will hold harmless the Parent from any loss or damage either one may
suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the Shareholder not being
true and correct;


 


8.
the Special Voting Share is not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person
in the United States; and


 


9.
the Shareholder was outside the United States when receiving and executing the agreement in connection with the issuance of the
Special Voting Share.


 




    	 



    	 	 	 



    

 


SCHEDULE
E

TO THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND


VIASCANQDATA
INC.


 


VOTING
AND EXCHANGE AGREEMENT


 









    	 



    	 	 	 



    

 


SCHEDULE
F 


TO
THE ACQUISITION AGREEMENT BETWEEN 


QUEST
SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND


VIASCANQDATA
INC.


 


EXCHANGEABLE
SHARE SUPPORT AGREEMENT