Telescope Innovations : Other - Share Exchange Agreement

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is dated April 29, 2021 with an effective date of March 30, 2021.

AMONG:

CULMINA VENTURES CORP., a corporation incorporated under the laws of the Province of British Columbia having its executive offices at

("Culmina")

AND:

CLEARMYND TECHNOLOGY SOLUTIONS CORP., a corporation incorporated under the laws of the Province of British Columbia having its executive offices at

("ClearMynd ")

AND:

THE SHAREHOLDERS and WARRANTHOLDERS OF CLEARMYND ("ClearMynd Securityholders")

WHEREAS:

1. Culmina is a "reporting issuer" in the Provinces of British Columbia and Alberta with no active business operations. The parties intend that the common shares of Culmina become listed for trading on the Canadian Securities Exchange (the "CSE").
2. ClearMynd is a privately held British Columbia corporation, which is engaged in the business of developing intellectual property for the treatment of mental health conditions.
3. The ClearMynd Securityholders are the registered and beneficial owners of 100% of the ClearMynd Shares and ClearMynd Warrants (as such terms are hereinafter defined).
4. Culmina has agreed to issue the Transaction Shares (as such term is hereinafter defined) to the ClearMynd Securityholders as consideration for the purchase by Culmina of the ClearMynd Shares and ClearMynd Warrants.
5. The Transaction Shares shall be distributed to the ClearMynd Securityholders on a pro-rata basis at Closing in accordance with applicable Securities Laws.

THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

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1. DEFINITIONS

1.1 Definitions. The following terms have the following meanings, unless the context indicates otherwise:

1. "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;
2. "Authorization" means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person;
3. "Culmina Shares" shall mean the common shares in the capital of Culmina as presently constituted;
4. "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;
5. "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.8 following the satisfaction or waiver by Culmina, the ClearMynd Securityholders and ClearMynd of the conditions precedent set out in Sections 5.1 and 5.2 respectively, provided that the parties shall use their reasonable best efforts to achieve Closing as soon as practicable and not later than June 30, 2021, subject to the approval of the CSE. Notwithstanding the foregoing, if Closing has not occurred on or before June 30, 2021, the parties agree that the Closing Date shall be deferred as reasonably required by ClearMynd or Culmina to achieve Closing;
6. "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
7. "CSE" means the Canadian Securities Exchange;
8. "Encumbrance" means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;
9. "Escrow Agreement" means the escrow agreement, if required, to be entered into, in the form and substance required by the CSE, at the time of the listing on the CSE, following the issuance of the Transaction Shares, among certain of the ClearMynd Securityholders and the escrow agent thereunder;
10. "ClearMynd Securityholders" means the shareholders and warrantholders of ClearMynd;

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1. "ClearMynd Shares" shall mean the 24,846,575 common shares in the capital of ClearMynd held by ClearMynd Securityholders, being 100% of the issued and outstanding common shares of ClearMynd;
2. "ClearMynd Warrants" shall mean 12,939,495 special warrants, with each special warrant convertible into one ClearMynd Share for no additional consideration;
3. "ClearMynd Securities" means collectively the ClearMynd Shares and ClearMynd Warrants;
4. "Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange;
5. "IFRS" shall mean International Financial Reporting Standards as set by the International Accounting Standards Board, applied in a manner consistent with prior periods;
6. "Law" shall mean with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended;
7. "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, tax, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;
8. "Material Contract" means any Contract that is material to the business, operations or prospects of a Party and its Subsidiaries , which for the purposes of this definition means any Contract which obligates a Party or any of such Party's Subsidiaries to purchase or supply goods or services or incur liability or obligations in an aggregate amount of not less than $10,000;
9. "Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;
10. "Regulators" shall mean, jointly and individually, as applicable, all public or private securities regulatory authorities having jurisdiction over Culmina, ClearMynd, or the transactions contemplated by this Agreement, including but not limited to the British Columbia Securities Commission (BCSC), any member organization of the Canadian

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Securities Regulators (CSA), the Investment Industry Regulatory Organization of Canada (IIROC), and the CSE. "Regulatory" shall describe any matter or thing pertaining to or originating from the Regulators;

1. "Securities Laws" shall mean collectively, all applicable Canadian securities laws, corporate and other laws, rules, regulations, notices, blanket orders, policies and similar instruments;
2. "Subsidiary" shall mean, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;
3. "Taxes" shall include international, federal, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments;
4. "Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;
5. "Transaction" shall mean the purchase of the ClearMynd Securities by Culmina from the ClearMynd Securityholders in consideration for the issuance of the Transaction Shares;
6. "Transaction Share Distribution List" shall mean the list setting out the pro-rata allocation of the Transaction Shares among the ClearMynd Securityholders; and
7. "Transaction Shares" shall mean an aggregate of 37,786,070 fully paid and non- assessable common shares of Culmina, to be issued to the ClearMynd Securityholders by Culmina on the Closing Date in consideration for the ClearMynd Shares.

1.2 Schedules.The following schedules are attached to and form part of this Agreement: Schedule 1 - ClearMynd Intellectual Property

Schedule 2- Exceptions and Qualifications to Representations and Warranties of ClearMynd Securityholders and ClearMynd

Schedule 3- Exceptions and Qualifications to Representations and Warranties of Culmina

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1.3 Currency.All references to currency referred to in this Agreement are in Canadian Dollars (CAD$), unless expressly stated otherwise.

2. EXCHANGE OF SHARES

1. Exchange of Shares.Subject to the terms and conditions of this Agreement and compliance with applicable law, the ClearMynd Securityholders hereby covenants and agree to sell, assign and transfer to Culmina, and Culmina hereby covenant and agrees to purchase from the ClearMynd Securityholders, the ClearMynd Securities (the "Share Exchange").
2. Consideration.As consideration for the Share Exchange, Culmina shall allot and issue the Transaction Shares to the ClearMynd Securityholders.
3. Distribution to ClearMynd Securityholders.On Closing and in accordance with Securities Laws, the Transaction Shares shall be issued to the ClearMynd Securityholders on a pro-ratabasis (one-for-one) (the "Distribution"). The pro-rata entitlement of each ClearMynd Securityholder to the Transaction Shares is set forth in the Transaction Share Distribution List and shall be effected in accordance with same.
4. Closing Date.The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.
5. Section 85 Roll-over. The Share Exchange shall be completed as a tax free roll-over pursuant to Section 85 of the Tax Act such that the cost base of Culmina in the ClearMynd Securities shall be the aggregate of the ClearMynd Securityholders' adjusted cost base in the ClearMynd Securities. To the extent possible, the Transaction shall be completed pursuant to the automatic roll- over provisions of Section 85 of the Tax Act; however, if necessary, Culmina, ClearMynd and the ClearMynd Securityholders shall complete and file such elections as are required to obtain the same result as an automatic roll-over would provide.

3. REPRESENTATIONS AND WARRANTIES OF CLEARMYND AND CLEARMYND SECURITYHOLDERS

3.1 Representations and Warranties of ClearMynd.ClearMynd represents and warrants to Culmina, and acknowledge that Culmina is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Culmina, that except as noted in Schedule 2 or in any other schedule to this Agreement:

1. Organization and Good Standing.ClearMynd is a corporation duly organized, validly existing and in good standing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. ClearMynd is duly qualified to carry on business and are in good standing in each jurisdiction in which the character of their properties or the nature of their activities makes such qualification necessary. True and complete copies of the constating documents of ClearMynd have been delivered or made available to Culmina, and ClearMynd has not taken any action to amend or supersede such documents.

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