Exhibit 2.1

HEALTH LOGIC INTERACTIVE INC.

and

MY HEALTH LOGIC INC.

and

MARIZYME, INC.

ARRANGEMENT AGREEMENT

NOVEMBER 1, 2021

TABLE OF CONTENTS

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(continued)

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ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of November 1, 2021

AMONG:

Health Logic Interactive Inc., a corporation existing under the laws of the Province of British Columbia

(the “Company”)

- and -

Marizyme, Inc., a company existing under the laws of the State of Nevada

(the “Purchaser”)

- and -

My Health Logic Inc., a corporation existing under the laws of the Province of Alberta

(the “Subsidiary”)

WHEREAS, the Company owns all of the Shares (as hereinafter defined);

AND WHEREAS, the Company, the Subsidiary and Purchaser agree to proceed with a transaction providing for the acquisition by the Purchaser of all of the outstanding Shares (as hereinafter defined);

AND WHEREAS, the Parties intend to carry out the proposed transaction by way of plan of arrangement under the BCBCA (as hereinafter defined);

NOW THEREFORE, in consideration of the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“1933 Act” means the United States Securities Act of 1933, as amended.

“Accepted Update” has the meaning ascribed thereto in Section 6.2(a).

“Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its Affiliates) concerning: (A) a merger, consolidation, amalgamation, arrangement, liquidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, share exchange or other business combination transaction involving the Subsidiary; (B) the issuance or acquisition of Shares or other equity securities of the Subsidiary; (C) the sale, lease, exchange or other disposition of substantially all or any significant portion of the Assets; (D) any other transaction in respect of the Subsidiary which results, directly or indirectly, in a change of control of the Subsidiary; or (E) any other transaction or series of transactions which has substantially similar economic effects as the foregoing.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of Assessment, notice or reassessment or investigation or inquiry of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.

“Affiliate” when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term “controlled” has a corresponding meaning; provided that, in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person.

“Agreement” means this arrangement agreement.

“Arrangement” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form set out in SCHEDULE B.

“Assessment” has the meaning set forth in Section 4.14(e).

“Assets” means all the assets, real and personal, tangible and intangible of the Subsidiary.

“Balance Sheet” has the meaning ascribed thereto in the definition of “Financial Statements” in this Section 1.1.

“Balance Sheet Date” has the meaning ascribed thereto in the definition of “Financial Statements” in this Section 1.1.

“BCBCA” means the Business Corporations Act, S.B.C. 2002, c. 57.

“Benefit Plan” means all employee benefit plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any employees, directors or officers or former employees, directors or officers of the Subsidiary, current or former ERISA Affiliates within the meaning of Section 4001(b) of ERISA, or any spouses, dependents or survivors of any employee or former employee of the Subsidiary, or in respect of which the Subsidiary is a party to or bound by or is obligated to contribute or in any way liable, whether or not insured or whether or not subject to any Law, including bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance and termination pay, hospitalization, health and other medical benefits including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability, salary continuation, vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and pension, “employee benefit plans” within the meaning of Section 3(3) of ERISA, retirement and supplemental retirement plans (including any defined benefit or defined contribution Pension Plan and any group registered retirement savings plan), and supplemental pension plan, except that the term “Benefit Plans” shall not include any statutory plans with which the Subsidiary is required to comply, including the Canada Pension Plan and plans administered under applicable provincial health tax, workers’ compensation, workplace health and safety and employment insurance legislation.

“Books and Records” means: (A) with respect to the Subsidiary, (i) all of the Subsidiary’s books of account, accounting records and other financial data and information, including copies of filed Tax Returns and Assessments for each of the financial years of the Subsidiary commencing after the Tax year ended seven years before the date of this Agreement; (ii) the corporate records of the Subsidiary; (iii) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business and consulting reports, and research and development information of, or relating to, the Subsidiary or the Business; and (iv) all other books, documents, files, records, telephone call recordings, correspondence, data and information, financial or otherwise, that are in the possession or under the control of the Subsidiary, the Company or an Affiliate thereof relating to the Subsidiary or the Business; and (B) with respect to the Purchaser, the corporate records of the Purchaser that are in the possession or under the control of the Purchaser or an Affiliate thereof, including in each case, all data and information stored electronically or on computer related media.

“Business” means the development of (a) microfluidic-based lab-on-chip point-of-care measurement and assessment platforms for chronic kidney disease and (b) the digital health platforms that support the sale, user experience, and information management of the data captured and translated by those lab-on-chip devices and related platforms.

“Business Day” means any day except Saturday, Sunday or any other day on which banks located in Vancouver, British Columbia are authorized or required by Law to be closed for business.

“Cash Consideration” means the cash consideration of $1,000.00 to be paid, in conjunction with the Share Consideration, pursuant to the Plan of Arrangement in respect of each Share that is issued and outstanding immediately prior to the Effective Time.

“CFPOA” has the meaning ascribed thereto in Section 3.1(z)(i)(B).

“Circular” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Closing” has the meaning ascribed thereto in the definition of “Effective Date” in this Section 1.1.

“Collective Agreement” means any collective agreement, letter of understanding, letter of intent or other written communication or Contract with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent or Affiliated bargaining agent, which would cover any of the Employees.

“Company” has the meaning ascribed thereto in the preamble hereto.

“Company Accepted Update” has the meaning ascribed thereto in Section 6.3(a).

“Company Board” means the board of directors of the Company.

“Company Board Recommendation” has the meaning ascribed thereto in Section 2.4(b).

“Company Constating Documents” means the certificate of incorporation, notice of articles, and articles of the Company, or similar documents adopted or filed in connection with the creation, formation or organization of the Purchaser.

“Company Executive” has the meaning ascribed thereto in the definition of “Knowledge” in this Section 1.1.

“Company Fundamental Representations” means those representations and warranties contained in Section 3.1(a) to Section 3.1(f), inclusive, and Section 3.1(x).

“Company Indemnitees” has the meaning ascribed thereto in Section 7.3.

“Company Loan” has the meaning ascribed thereto in Section 6.2(o).

“Company Nominees” has the meaning ascribed thereto in Section 4.20(c).

“Company Returns” has the meaning ascribed thereto in Section 4.14(a).

“Company Shareholders” means the holders of Company Shares.

“Company Shares” means common shares in the capital of the Company.

“Company Update” has the meaning ascribed thereto in Section 4.5.

“Company’s Counsel” means Borden Ladner Gervais LLP.

“Consulting Agreements” means the consulting agreements, to be executed by each of Harrison Ross and George Kovalyov and delivered at or before the Effective Time, in the form agreed to by the Purchaser and the Company, each acting reasonably.

“Contract” means any contract, lease, deed, mortgage, licence, instrument, note, commitment, undertaking, indenture, joint venture and any other agreement, commitment and legally binding arrangement, whether written or oral.

“Court” means the Supreme Court of British Columbia.

“Covid-19” means the 2019 novel coronavirus (COVID-19) which the World Health Organization declared a global emergency on January 30, 2020, and includes all subsequent and related “variants” and “waves” thereof.

“Current Liabilities” means, without duplication, and at any applicable date of determination, accounts payable, accrued liabilities, bonuses payable, Taxes payable, and other accrued liabilities of the Subsidiary, in each case calculated in accordance with GAAP.

“D&O Insurance Policy” has the meaning set forth in Section 3.1(o).

“Data Protection Laws” means all Laws relating to data protection and privacy which are from time to time applicable to the Subsidiary or the Company (or any part of the Business), including: (a) the California Consumer Privacy Act 2018; (b) the General Data Protection Regulation (EU) 2016/679 and all related national Laws, regulations and secondary legislation; (c) the Privacy and Electronic Communications Directive (Directive 2002/58/EC) (“E-Privacy Directive”); (d) the Personal Information Protection and Electronic Documents Act, SC 2000, c 5; (e) the British Columbia Personal Information Protection Act, SBC 2003 c 63; (f) the Alberta Personal Information Protection Act, SA 2003 c P-6.5; (g) the Alberta Health Information Act, RSA 2000 c H-5; (h) the Manitoba Personal Information Protection and Identity Theft Prevention Act, SM 2013, c17; (i) the Manitoba Personal Health Information Act, CCSM c P33.5; and (j) all other applicable US and Canadian national, state and provincial Laws, regulations and secondary legislation regarding the protection of Personal Information and implementing the E-Privacy Directive, as applicable, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing.

“Data Room” means the electronic data room established by the Company at the following URL:

https://www.dropbox.com/sh/zly88675uoipam7/AABVStkIg5YvpUB_dR7CEzVxa?dl=0 and closed as at 5 pm on November 1, 2021.

“Debt” means, without duplication, the following liabilities and obligations of the Subsidiary: (a) all obligations of the Subsidiary for borrowed money; (b) reimbursable amounts owed to any third party, including any Governmental Authority; (c) indebtedness owed under any credit agreement or facility or evidenced by any note, debenture, bond or similar instrument; (d) obligations in respect of deferred purchase prices; (e) capitalized lease obligations; (f) obligations to reimburse any bank or other Person in respect of amounts paid or payable under letters of credit; (g) foreign exchange contracts (howsoever evidenced); (h) all obligations of the Subsidiary to pay any accrued or unpaid dividends or distributions; (i) Current Liabilities; and (j) other than as set forth in this Agreement, all unpaid transaction expenses of the Subsidiary related to the transactions contemplated by this Agreement; provided that the Investor Loan shall not be considered Debt for the purposes of this Agreement.

“Disclosure Schedules” means the disclosure schedules attached to this Agreement as Schedule C, arranged in schedules corresponding to the representations and warranties of the Company that are set out in the corresponding sections and subsections of this Agreement, and delivered by the Company to the Purchaser concurrently with the execution and delivery of this Agreement.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Effective Date” has the meaning ascribed thereto in Section 2.7(a).

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement.

“Employees” means those individuals employed by the Company or the Subsidiary on the date of this Agreement.

“Employment Agreement” means the employment agreement by and between, and to be executed by and delivered at or before the Effective Time, the Purchaser and David Barthel in the form agreed to by David Barthel and the Purchaser, each acting reasonably.

“Encumbrances” means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, deposit by way of security, hypothecation, assignment, charge, security under sections 426 or 427 of the Bank Act (Canada), trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting the Subsidiary, the Shares or the Assets.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” has the meaning ascribed thereto in Section 3.2.

“FACFOA” has the meaning ascribed thereto in Section 3.1(z)(i)(B).

“Fairness Opinion” means the opinion of Evans & Evans, Inc. to the effect that, as of the date of such opinion and based on and subject to the limitations, qualifications and assumptions set forth therein, the Share Consideration to be received by the Company pursuant to the Arrangement is fair, from a financial point of view, to such holders.

“FCPA” has the meaning ascribed thereto in Section 3.1(z)(i)(B).

“Final Determination” has the meaning ascribed thereto in Section 7.13(a).

“Final Order” means the final order of the Court pursuant to section 291(4) of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“Financial Statements” means collectively the audited consolidated financial statements of the Company for the financial periods ended December 31, 2020 and 2019, inclusive (the most recent of which is herein the “Balance Sheet Date”) each consisting of a balance sheet (the most recent of which is herein the “Balance Sheet”), statement of earnings (loss) and retained earnings, statement of cash flows and the related notes thereto.

“Fundamental Representations” means the Purchaser Fundamental Representations and the Subsidiary Fundamental Representations, collectively.

“GAAP” means:

“Governmental Authority” means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; (d) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of the foregoing; (e) any stock or securities exchange; and (f) any public utility authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.

“GST” means all taxes levied under Part IX of the Excise Tax Act (Canada).

“Holdback Share Consideration” means 230,000 Purchaser Shares.

“Holdback Terms” means the holdback terms attached to the Plan of Arrangement as “Appendix I” under which the Holdback Share Consideration will be administered and released.

“ICA” means the Investment Canada Act (Canada).

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted in Canada.

“Indemnified Party” means the party making a claim under Article 4.

“Indemnified Taxes” means, in each case except to the extent such amount has been included as Permitted Encumbrances: (a) any and all Taxes imposed on the Subsidiary for any Pre-Closing Period, and with respect to any Straddle Period, the portion of such Straddle Period ending on the Effective Date (as apportioned pursuant to Section 4.14(b)); (b) any and all Taxes for which the Subsidiary has any liability (including pursuant to U.S. Treasury Regulations Section 1.1502-6 or any similar provision of U.S. state, local, Canadian or other Laws) as a result of being a member of (or leaving) an affiliated, consolidated, combined or unitary group of companies or businesses on or prior to the Effective Date; (c) any and all Taxes of any Person (other than the Subsidiary) imposed on the Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Effective Date and are properly allocable to a Pre-Closing Tax Period; (d) any and all amounts required to be paid by the Subsidiary pursuant to any Tax sharing agreement to which the Company or the Subsidiary is a party on or prior to the Effective Date; (e) Taxes of the Subsidiary or the Company arising out of or relating to the acquisition of the Subsidiary by the Purchaser in accordance with this Agreement, and (f) any Taxes of the Subsidiary of any kind for any period.

“Indemnifying Party” means the party against whom claims are asserted under Article 4.

“Independent Contractor” means: (a) any individual who is not, or was not (with respect to former Independent Contractors), an employee, officer or director of the Subsidiary, or any such individual’s personal services company, and which individual or personal services company receives or received remuneration from the Subsidiary under a Contract for services; and (b) any individual who is an employee, officer or director of the Subsidiary, but who in the past was an individual who was not an employee, officer or director of the Subsidiary or any such individual’s personal services company, and which individual or personal services company received remuneration from the Subsidiary under a Contract for services.

“Initial Share Consideration” means 4,370,000 Purchaser Shares.

“Intellectual Property” means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, under the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) all business names, corporate names, telephone numbers and other communication addresses owned or used by the Subsidiary; (c) internet domain names, whether or not trademarks, registered in any top- level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter®, Facebook® and other social media companies and the content found thereon and related thereto, and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer and moral rights, and all registrations, applications for registration and renewals of such copyrights; (e) all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by the Subsidiary and all such works in process and prototypes; (f) inventions, discoveries, Trade Secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; (g) patents (including all patent registrations, reissues, divisional applications or analogous rights, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications and other patent rights and any other Governmental Authority issued indicia of invention ownership (including inventor’s certificates and patent utility models); (h) Software; and (i) integrated circuit topographies and mask works.

“Intellectual Property Assignment and Release Agreement” means an intellectual property assignment and release agreement by and between, and to be executed by and delivered at or before the Effective Time, the Company and the Subsidiary in the form agreed to by the Purchaser and the Company, each acting reasonably.

“Interim Balance Sheet” has the meaning ascribed thereto in the definition of “Interim Financial Statements” in this Section 1.1.

“Interim Balance Sheet Date” has the meaning ascribed thereto in the definition of “Interim Financial Statements” in this Section 1.1.

“Interim Financial Statements” means the unaudited consolidated interim financial statements of the Company and the Subsidiary for the three- and six-month periods ended June 30, 2021 (the “Interim Balance Sheet Date”), consisting of a balance sheet (the “Interim Balance Sheet”), statement of earnings (loss) and retained earnings and statement of cash flows.

“Interim Order” means the interim order of the Court pursuant to Section 291(2) of the BCBCA, to be issued following the application therefor contemplated by Section 2.2, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“Interim Period” means the period of time from and including the date of this Agreement to the Effective Time.

“Investor Loan” means loans from BWL Investments Ltd., 1319983 B.C. Limited and Digital Power Lending, LLC for an aggregate amount of up to $600,000 on reasonable and customary terms negotiated at arm’s length and as further described in the Disclosure Schedules; provided that Purchaser was given an opportunity to review such terms in writing at least five Business Days in advance of Closing and consented (such consent not to be unreasonably withheld) to such terms in advance of Closing.

“IRS” means the United States Internal Revenue Service.

“Issued Purchaser Shares” has the meaning set forth in Section 3.2(b)(i).

“Knowledge” means:

“Law” means any and all applicable statute, law, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, decision or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Authority, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Authority, in each case as amended unless expressly specified otherwise.

“Leased Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Subsidiary.

“Leases” has the meaning ascribed thereto in Section 3.1(l)(ii).

“Letter of Intent” means the letter of intent between the Purchaser and the Company dated July 30, 2021, and any amendments thereto.

“Liabilities” has the meaning ascribed thereto in Section 3.1(h).

“Licensed IP” means all Intellectual Property and Technology, other than Owned IP, that is owned by third parties, used or held in the conduct of the Business as currently conducted or currently proposed to be conducted, and licensed to the Subsidiary.

“Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including legal fees, disbursements and charges on a solicitor-client basis and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided that “Losses” shall not include punitive or exemplary damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party or any loss or reduction of a Tax attribute.

“Material Adverse Effect” means:

“Material Contracts” has the meaning ascribed thereto in Section 3.1(j)(i).

“Material Suppliers” has the meaning ascribed thereto in Section 3.1(n)(ii).

“Meeting” means the annual and special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider, inter alia, the Arrangement Resolution.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“Net Recoveries” has the meaning ascribed thereto in Section 7.6.

“NEX” means the NEX board of the TSX Venture Exchange.

“Noncompetition Agreements” means the non-competition and non-solicitation agreement, to be executed by each Company Executive together with any Affiliate of such Company Executive who is a shareholder of the Company and delivered at or before the Effective Time, in the form agreed to by the Purchaser and the Company, each acting reasonably.

“Occupational Health and Safety Acts” means the Workers Compensation Act (Alberta), Occupational Health and Safety Act (Alberta), Workers Compensation Act (British Columbia), the Occupational Health and Safety Regulation (British Columbia), Workers Compensation Act (Ontario), Occupational Health and Safety Act (Ontario), the Occupational Health and Safety Act (United States) and all other legislation of any applicable jurisdiction dealing with any of the subject matter of each such legislation or with respect to any aspect of the occupational health and safety of employees.

“OFAC” has the meaning ascribed thereto in 3.1(z)(i)(D).

“Order” means any order, writ, judgment, temporary, preliminary or permanent injunction, decree, ruling, stipulation, determination, or award made by, or entered into by or with, any Governmental Authority.

“Ordinary Course” when used in relation to the conduct of the Business, means any transaction that constitutes an ordinary day-to-day business activity of the Subsidiary conducted in a manner consistent with the Subsidiary’s past practice.

“OTCQB” means the OTCQB Venture Market.

“Outside Date” means December 31, 2021, or another date thereafter as agreed upon in writing by the Parties.

“Owned IP” means all Intellectual Property and Technology owned by the Subsidiary.

“Owned Software” has the meaning ascribed thereto in Section 3.1(m)(xvii).

“Parties” means, collectively, the Company, the Subsidiary and the Purchaser and “Party” means any one of them.

“Pension Plan” means a “registered pension plan” as that term is defined in section 248(1) of the Tax Act.

“Permits” means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” means: (a) statutory Encumbrances for current Taxes, special Assessments or other governmental charges not yet due and payable or delinquent or, if overdue, are being contested diligently and in good faith by appropriate proceedings and for which adequate reserves are being maintained and for which appropriate accruals have been established in the Financial Statements in accordance with GAAP; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, employment insurance, and Canada Pension Plan programs mandated under Law and for which appropriate accruals have been established in accordance with GAAP; (c) restrictions on the transfer of securities arising under Law or under the Subsidiary Constating Documents, provided all necessary consents and approvals for such restrictions have been obtained by the Effective Date; (d) the rights of counterparties under the Contracts; (e) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; (f) security given in the Ordinary Course to a public utility or any municipality or governmental or public authority in connection with the operation of the Business or the Leased Property; (g) all encroachments, overlaps, overhangs, unrecorded servitudes and easements, variations in area or measurement, rights of parties in possession, lack of access or any other matters not of record that would be disclosed by an accurate survey or physical inspection of the Leased Property and that do not materially interfere with or affect the value or operation of the Business as currently carried on at such Leased Property; and (h) all permits, servitudes and easements (including conservation easements and public trust easements, rights-of-way, road use agreements, covenants, conditions, restrictions, reservations, licences, other surface agreements and other matters of record) and zoning by-laws and restrictions, ordinances and other restrictions as to the use of real property; provided that they are not of such a nature as to have a Company Material Adverse Effect on the value or use of the Leased Property subject thereto or the operation of the Business as currently carried on at such Leased Property.

“Person” includes any individual, partnership, association, body corporate, company, corporation, organization, trust, joint venture, estate, trustee, executor, administrator, legal representative, government (including a Governmental Authority), syndicate or other entity, whether or not having legal status.

“Personal Information” means any factual or subjective information, recorded or not, about an employee, Independent Contractor, contractor, agent, consultant, officer, director, executive, client, customer or supplier of the Subsidiary who is a natural person or a natural person who is a shareholder of the Subsidiary, or about any other identifiable individual, including any record that can be manipulated, linked or matched by a reasonably foreseeable method to identify an individual, but does not include the name, title or business address or telephone number of an employee of the Subsidiary.

“Plan of Arrangement” means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Pre-Closing Benefit Liability” means any and all payments for which the Subsidiary is liable, which is attributable to entitlements owed to Employees or former employees of the Subsidiary as of the Effective Time, or which such Employees or former employees will become entitled to after the Effective Time, resulting from any Benefit Plan or other agreements or arrangements made with the Subsidiary before the Effective Time, and all claims, payments and obligations owed under any Benefit Plan arising or relating to a period before the Effective Time, including any incurred but not yet paid amounts owed to any Employee or former employee of the Subsidiary but excluding any Liability arising because of the Purchaser Benefit Plans or other terms and conditions of employment of the Employees after Closing except those relating to terms and conditions of employment of Employees that the Purchaser was unaware of as a result of a breach by the Company of any of its representations and warranties in this Agreement (without reference to any survival period provided for in this Agreement).

“Pre-Closing Tax Periods” shall mean any Tax Period ending on or before the Closing and any pre-Closing portion of a Straddle Period.

“Purchase Price” means the 20-day volume weighted average price (in USD) of the Purchaser Shares determined as of market close of the stock exchange where such shares are listed on the trading day prior to the Effective Date.

“Purchaser” has the meaning ascribed thereto in the preamble hereto.

“Purchaser Accepted Update” has the meaning ascribed thereto in Section 6.2(a).

“Purchaser Assets” means all the assets, real and personal, tangible and intangible of the Purchaser.

“Purchaser Benefit Plans” has the meaning ascribed thereto in Section 4.13(b).

“Purchaser Constating Documents” means the certificate of incorporation, notice of articles, and articles of the Purchaser, or similar documents adopted or filed in connection with the creation, formation or organization of the Purchaser.

“Purchaser Disclosure Schedules” means the disclosure letter delivered by the Purchaser to the Company concurrently with the execution and delivery of this Agreement.

“Purchaser Executive” has the meaning ascribed thereto in the definition of “Knowledge” in this Section 1.1.

“Purchaser Financial Statements” means collectively the audited financial statements of the Purchaser for the financial periods ended December 31, 2020, December 31, 2019 and December 31, 2018, inclusive.

“Purchaser Fundamental Representations” means those representations and warranties contained in Section 3.2(a) to 3.2(f), inclusive, and 3.2(m).

“Purchaser Indemnitees” has the meaning set forth in Section 7.2.

“Purchaser Interim Financial Statements” means unaudited interim financial statements of the Purchaser for the three- and six-month periods ended June 30, 2021 consisting of a balance sheet, statement of earnings (loss) and retained earnings and statement of cash flows.

“Purchaser Material Adverse Effect” has the meaning ascribed thereto in the definition of “Material Adverse Effect” in this Section 1.1.

“Purchaser Returns” has the meaning ascribed thereto in Section 4.14(b).

“Purchaser Shares” means shares of common stock in the capital of the Purchaser as presently constituted and shall mean such greater or lessor number of shares as will be represented thereby in the event of a share consolidation, split, dividend in-kind or similar action or event.

“Purchaser Update” has the meaning ascribed thereto in Section 4.7.

“Purchaser’s Counsel” means Mogan Daniels Slager LLP, Alexander Holburn Beaudin + Lang LLP, and Reed Smith LLP.

“Registered IP” means all registrations and applications for registration of the Owned IP, included as pending, issued, filed, registered or otherwise recorded with any office of public record (whether or not a Governmental Authority or authorized private registrar in any jurisdiction) where such registration is necessary or advisable to preserve the Subsidiary’s rights in such Owned IP.

“Registrar” means the Person appointed as the Registrar of Companies under Section 400 of the BCBCA.

“Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Authority, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Authority, in each case in connection with the Arrangement and including, without limitation, those required by the NEX and the OTCQB.

“Related Party” has the meaning ascribed thereto in Section 3.1(u)(ii).

“Related Person” has the meaning ascribed thereto in Section 3.1(u)(i).

“Releases” means the release, to be executed by each of the Subsidiary and the Company and delivered at or before the Effective Time, in the form agreed to by the Purchaser and the Company, each acting reasonably.

“Representatives” means, in respect of any Person, such Person’s Affiliates and such Persons’ and its Affiliates’ respective directors, officers, employees, agents, investment bankers, attorneys, accountants, financing sources or potential financing sources, or other advisors or representatives.

“Required Shareholder Approval” has the meaning ascribed thereto in Section 2.2(a)(iii).

“Rule 144” has the meaning ascribed thereto in Section 3.1(w)(v).

“SEC Reports” has the meaning ascribed thereto in Section 3.2.

“Securities” has the meaning ascribed thereto in Section 3.1(w)(i).

“Securities Authority” means the British Columbia Securities Commission, the Alberta Securities Commission, and any other applicable securities commissions or other securities regulatory authorities in each of the provinces or territories of Canada.

“Securities Laws” means the Securities Act (British Columbia), the 1933 Act, the Exchange Act, all other applicable securities Laws of a province, territory or state, together with the rules and regulations and published policies thereunder, now in effect and as they may be promulgated from time to time, and includes the rules and policies of the NEX and the OTCQB.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“SEDAR Filings” means, collectively, all forms, statements, certifications, reports and documents, including annual information forms, material change reports (except confidential material change reports), business acquisition reports, annual financial statements, interim financial statements, management’s discussion and analyses and information circulars required to be (or voluntarily) filed by the Company with the relevant securities commissions or securities regulatory authorities in Canada through the System for Electronic Document Analysis and Retrieval.

“SEMA” has the meaning ascribed thereto in Section 3.1(z)(i)(B).

“Share Consideration” means the consideration to be paid, in conjunction with the Cash Consideration, pursuant to the Plan of Arrangement in respect of each Share that is issued and outstanding immediately prior to the Effective Time, consisting of (i) the Initial Share Consideration, and (ii) the Holdback Share Consideration.

“Shares” means all of the issued and outstanding shares in the capital of the Subsidiary and all rights to any shares, being 100 issued common shares.

“Software” means computer programs, operating systems, applications, interfaces, applets, software scripts, macros, firmware, middleware, development tools and other codes, instructions or sets of instructions for computer hardware or software, including SQL and other query languages, hypertext markup language, wireless markup language, xml and other computer markup languages, in object, source code or other code format, at all stages of development.

“Specific Indemnities” means the indemnification obligations of the Company with respect to (A) any of the Actions disclosed in Sections 3.1(p), 3.1(s)(viii) or 3.1(s)(xiii) of the Disclosure Schedules, and (B) any of the Current Liabilities disclosed in Section 3.1(h)(iii).

“Straddle Period” means any Tax Period beginning on or before the Closing and ending after the Closing.

“Subsidiary” has the meaning ascribed thereto in the preamble hereto.

“Subsidiary Board” means the board of directors of the Subsidiary.

“Subsidiary Confidential Information” has the meaning ascribed thereto in Section 3.1(m)(iii).

“Subsidiary Constating Documents” means the respective certificate of incorporation, articles, and bylaws of the Subsidiary, or similar documents respectively adopted or filed in connection with the creation, formation or organization of the Subsidiary.

“Subsidiary Data and Data Sets” has the meaning ascribed thereto in Section 3.1(m)(iv).

“Subsidiary Information Systems” has the meaning ascribed thereto in Section 3.1(m)(xviii).

“Subsidiary IP” means the Owned IP and the Licensed IP.

“Subsidiary IP Agreements” means all licences, sublicences, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property and Technology to which the Subsidiary is a party, beneficiary or otherwise bound.

“Subsidiary Material Adverse Effect” has the meaning ascribed thereto in the definition of “Material Adverse Effect” in this Section 1.1.

“Subsidiary Shares” means the common shares in the capital of the Subsidiary.

“Tax” or “Taxes” means all taxes, surtaxes, duties, levies, imposts, fees, Assessments, reassessments, withholdings, dues and other charges of any nature, imposed or collected by any Governmental Authority, whether disputed or not, including federal, provincial, territorial, state, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, value added, alternative, or add on minimum tax including GST, sales, use, consumption, excise, customs, anti- dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, Assessments and withholdings and Canada Pension Plan contributions, employment insurance premiums and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

“Tax Act” means the Income Tax Act (Canada).

“Tax Period” means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or Tax is required to be paid.

“Tax Return” means all reports, returns, information returns, claims for refunds, elections, designations, estimates, reports and other documents, including any schedule or attachments thereto, filed or required to be filed or supplied to any Governmental Authority in respect of Taxes and including any amendment thereof or attachment thereto.

“Technology” means any and all and technology, of whatever kind and whether or not subject to any Intellectual Property rights, including, without limitation, all of the following: (a) works including, without limitation, drawings, plans, documentation, designs, methods, techniques, processes, files, models, schematics, specifications, applications, Software, records and data or otherwise (including all versions, corrections, updates, modifications, additions, replacements, improvements and enhancements thereof or that are incorporated therein); (b) inventions (whether or not patentable), improvements and enhancements; (c) proprietary and confidential business and technical information, including technical data, Trade Secrets, ideas, research and development and know how; (d) databases, data compilations and collections and technical data; and (e) all documentation relating to the foregoing.

“Third Party Claim” has the meaning ascribed thereto in Section 7.7.

“Trade Secret” means any data, material, technology, device, process, method, invention, work, formula, code, and other information of any kind that qualifies as a trade secret under the Defend Trade Secrets Act, under the Uniform Trade Secrets Act, under any Law implementing the Uniform Trade Secrets Act, at common law, and under any Law outside the United States providing equivalent protection.

“Transaction Documents” means this Agreement, the Releases, the Intellectual Property Assignment and Release Agreement, the Employment Agreement, the Consulting Agreements, the Noncompetition Agreements, and the Voting Support Agreements.

“Transfer Agent” means Action Stock Transfer.

“Treasury Regulations” means the Treasury regulations promulgated under the US Tax Code, as such Treasury Regulations may be amended from time to time. Any reference herein to a particular provision of the Treasury Regulations means, where appropriate, the corresponding successor provision.

“US Tax Code” means the Internal Revenue Code of 1986, as amended, and any successor Law.

“Voting Support Agreements” means the agreements to vote in favour of the Arrangement Resolution, made between the Purchaser and certain Company Shareholders who in the aggregate beneficially own, or exercise control over, not less than 50% of the issued and outstanding Company Shares, to be executed and delivered before the date of the Meeting, in the form agreed to by the Purchaser and the Company, each acting reasonably.

In this Agreement, unless otherwise specified:

Certain Phrases. The word or words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, (iii) “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions will be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it; (iv) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement, (v) “will” shall be construed to have the same meaning as “shall”, (vi) a definition applies to variants of that defined term, and (vii) unless the context otherwise requires, “or” shall be construed in the inclusive sense of “and/or”. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated in accordance with its terms and includes all schedules to it. The term “made available” means copies of the subject materials were included in the Data Room no later than two (2) Business Days prior to the date hereof.

ARTICLE 2

THE ARRANGEMENT

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. The Parties agree that the Arrangement shall result in the acquisition by the Purchaser of all of the Shares on the basis of the payment of the Cash Consideration and the Share Consideration and shall be dealt with as set forth herein and in the Plan of Arrangement.

The Company shall:

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than five (5) Business Days after the Arrangement Resolution is passed at the Meeting.

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

Following receipt of the Final Order and prior to the Effective Time, the Purchaser shall:

Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time the Purchaser sets a record date for any dividend or other distribution on the Purchaser Shares that is prior to the Effective Time, effects a consolidation, reclassification or a split of the Purchaser Shares of any kind prior to the Effective Time, or pays any dividend or other distribution on the Purchaser Shares prior to the Effective Time, then the Purchaser shall make such adjustment to the Share Consideration necessary to achieve an economically equivalent effect.

The Company and the Purchaser, as applicable, shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement or this Agreement, including to any Person exercising Dissent Rights, such amounts as the Company or the Purchaser, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws, including in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement or this Agreement and shall be treated for all purposes under the Plan of Arrangement or this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority or other applicable Person. The Company may not sell or otherwise dispose of any portion of the Share Consideration payable to the Company as is necessary to provide sufficient funds to enable the Company to satisfy the amount required to be deducted or withheld from any payment to any former holder of Subsidiary Shares.

At the reasonable request of the Purchaser from time to time, the Company shall, as soon as reasonably practicable (and, if requested by the Purchaser within seven (7) Business Days of the Effective Date, then such information shall be provided effective as of the most recent available date and not less than two (2) Business Days prior to the Effective Date), provide the Purchaser with (a) a list of the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (b) a list of the names and addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares, and (c) a list of participants and book-based nominee registrants holding interests through CDS & Co. and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, in each case as of a date that is not more than five (5) Business Days prior to the date of delivery of such lists. The Company shall require that its transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders and lists of holdings and other assistance as the Purchaser may reasonably request.

The Parties agree that the Arrangement will be carried out with the intention that all Purchaser Shares issued or distributed on completion of the Arrangement will be issued by the Purchaser, and subsequently distributed by the Company to the Company Shareholders, in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereunder and in accordance with applicable Canadian securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the 1933 Act and the prospectus exemption set forth in section 2.11 of National Instrument 45-106 – Prospectus Exemptions, the Parties agree that the Arrangement will be carried out on the following basis:

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, which are incorporated herein by reference and are deemed to be part of this Agreement, the Company represents and warrants to the Purchaser that the statements contained in this Section 3.1 are true and correct as of the date hereof, subject to the exceptions as are disclosed from and after August 9, 2021 and prior to the date hereof in Company’s SEDAR Filings, which documents shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the SEDAR Filings, and the Company acknowledges that the Purchaser is relying upon such representations and warranties in connection with the transactions contemplated in this Agreement.

	(v)	The Company understands that: (a) the Securities have not been and are not being registered or qualified under the 1933 Act or any other state, provincial or federal securities Laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered or qualified thereunder, or (B) the Company shall have delivered to the Purchaser an opinion of counsel, in a form reasonably acceptable to the Purchaser, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred under applicable Canadian securities Law and pursuant to Rule 144, as amended, promulgated under the 1933 Act (or a successor rule thereto) (“Rule 144”) or an exemption from such registration, (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and (c) neither the Purchaser nor any other Person is under any obligation to register the Securities under the 1933 Act or any state, provincial or federal securities Laws or to comply with the terms and conditions of any exemption thereunder.
	(vi)	The Company understands that the certificates or other instruments representing the Securities, including any applicable balance account at the Transfer Agent, except as set forth below, shall bear any legend as required by the “blue sky” Laws of any state and restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):
		THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THIS SECURITY NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MARIZYME.
		UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (a) [insert the distribution date], AND (b) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

Except as set forth in the correspondingly numbered section of the Purchaser Disclosure Schedules, the Purchaser represents and warrants to the Company that the statements contained in this Section 3.2 are true and correct as of the date hereof, subject to the exceptions as are disclosed from and after August 9, 2021 and prior to the date hereof in the Purchaser’s reports, schedules, forms, statements and other documents required to be filed by the Subsidiary under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), which SEC Reports as filed prior to the date hereof shall be deemed a part the Purchaser Disclosure Schedules and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the SEC Reports as filed prior to the date hereof.

ARTICLE 4

COVENANTS