Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made as of July 29, 2026 (the “Execution Date”),

AMONG:

MANGOCEUTICALS, INC., a corporation incorporated under the Laws of the State of Texas, with its principal executive office at 17130 N. Dallas Parkway, Suite 240, Dallas, Texas 75248 (“Mango” or the “Public Company”);

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NUCLEA ENERGY INC., a corporation existing under the Laws of British Columbia, with an office at 2425 Skymark Ave., Unit 5, Mississauga, Ontario L4W 4Y6 (“Nuclea” or the “Company”);

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the Persons listed on Schedule A as principal shareholders of Nuclea, solely for the purposes of the provisions of this Agreement and the applicable Transaction Documents expressly applicable to them;

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the Persons listed and identified on Schedule B as principal shareholders of Mango, solely for the purposes of the provisions of this Agreement and the applicable Transaction Documents expressly applicable to them.

Mango, Nuclea and, where applicable, the Principal Nuclea Shareholders and Mango Principals are each a “Party” and collectively, the “Parties”.

RECITALS:

WHEREAS Mango is a corporation existing under the Laws of the State of Texas, the common stock of which is listed for trading on the Nasdaq Capital Market under the symbol “MGRX”;

AND WHEREAS Nuclea is a corporation existing under the Laws of British Columbia and is engaged in the development of advanced nuclear technology, including its Morpheus Microreactor;

AND WHEREAS the Parties have agreed to effect a business combination of Mango and Nuclea (the “Transaction”) through a Canadian exchangeable share structure, pursuant to which the shareholders of Nuclea will acquire, on an as-exchanged basis, approximately 96% of the equity interests of Mango, on a fully diluted basis, immediately following Completion (and prior to giving effect to the PIPE Share Issuance), subject to the terms and conditions of this Agreement;

AND WHEREAS the Parties intend to effect the Transaction pursuant to this Agreement and the other Transaction Documents through an amalgamation and exchangeable share structure, pursuant to which, among other things, holders of Nuclea Shares will become entitled to receive Exchangeable Shares and having the rights contemplated by the Transaction Documents, subject to the terms and conditions of this Agreement, including the Nasdaq Cap until the Required Approvals have been obtained;

AND WHEREAS, on the Effective Date, the PIPE Investors and Mango will consummate the PIPE Financing and the PIPE Share Issuance, both of which are conditions to Closing;

AND WHEREAS, on the Effective Date, Mango and its current CEO Jacob D. Cohen will terminate Mr. Cohen’s employment agreement and execute (i) a release and separation agreement and (ii) a consulting agreement, in the forms attached hereto as Schedule C (together, the “Cohen Executive Agreements”);

AND WHEREAS, following Closing, Mango will seek the approval of its stockholders for the removal of the Nasdaq Cap restrictions applicable to the economic rights, voting rights and exchange rights associated with the Exchangeable Shares and the issuance of Mango Common Stock in excess of the Nasdaq Cap in connection with the transactions contemplated hereby, and will seek the approval by Nasdaq of the Mango Initial Listing Application;

AND WHEREAS each of the parties hereto intends that, for United States federal and applicable state income tax purposes, (i) the Exchangeable Shares shall be treated as stock in Mango and not as equity in ExchangeCo or Amalco and (ii) the Amalgamation shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”), and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code (a “Plan of Reorganization”) with respect to the Amalgamation;

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

1. DEFINITIONS AND INTERPRETATION

(a) Definitions

For the purposes of this Agreement, the following terms have the following meanings:

“Act” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, together with the regulations made thereunder, in each case as amended from time to time.

“Adjustment Event” has the meaning given in the Exchangeable Share Provisions attached as Schedule D.

“Affiliate” has the meaning ascribed thereto in the Securities Act (British Columbia).

“Amalco” means the corporation resulting from the Amalgamation pursuant to Article 2, under the name “Nuclea Amalco Inc.” or such other name as Mango and Nuclea may agree.

“Amalco Sub” means the corporation to be incorporated under the Laws of British Columbia prior to Closing by ExchangeCo as a direct wholly owned subsidiary of ExchangeCo, under such name as Mango and Nuclea may agree.

“Amalgamation” means the amalgamation of Amalco Sub and Nuclea under the Act on the terms set out in Article 2 and the Amalgamation Agreement.

“Amalgamation Agreement” means the amalgamation agreement to be entered into among Nuclea, Amalco Sub and ExchangeCo in connection with the Amalgamation.

“Articles of Amalgamation” means the articles of amalgamation of Amalco to be filed under the Act in connection with the Amalgamation.

“Automatic Exchange Right” has the meaning specified in the Voting and Exchange Trust Agreement.

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia or Dallas, Texas.

“Call Rights” means, collectively, the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, each as defined in the Exchangeable Share Provisions.

“CallCo” means the British Columbia unlimited liability company to be incorporated under the Laws of British Columbia prior to Closing by Mango as a direct wholly owned subsidiary of Mango, under such name as Mango and Nuclea may agree.

“Certificate of Amalgamation” means the certificate of amalgamation issued by the Registrar under the Act giving effect to the Amalgamation.

“Closing” means the completion of the Transaction on the Effective Date in accordance with 11.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Completion” has the meaning set forth in Section 11.2.

“Current Market Price” has the meaning specified in the Exchangeable Share Provisions.

“Dissenting Shareholder” means a registered holder of Nuclea Shares who has validly exercised, and has not withdrawn or been deemed to have withdrawn, rights of dissent in accordance with the Act.

“Effective Date” means the date shown on the certificate of Amalgamation issued under the Act giving effect to the Amalgamation.

Effective Time” means the time at which the Closing takes place.

“Encumbrance” means any mortgage, charge, pledge, lien, security interest, adverse claim, preemptive or similar right, defect, tax, right of first refusal, security interest or other third-party right or other encumbrance or restriction of any kind.

“Escrow Account” means the escrow account to be established by the Escrow Agent for the purposes of the PIPE Financing.

“Escrow Agent” means the escrow agent appointed by Mango and the PIPE Investors in connection with the PIPE Financing.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“ExchangeCo” means the British Columbia unlimited liability company to be incorporated under the Laws of British Columbia prior to Closing by Mango as a direct wholly owned subsidiary of Mango, under such name as Mango and Nuclea may agree.

“Exchange Ratio” means the product of (a) the quotient of (i) Fully Diluted Mango Shares, divided by (ii) Fully Diluted Nuclea Shares; multiplied by (b) Twenty-Four (24). The Exchange Ratio shall be used to determine the entitlement of holders of Nuclea Shares to receive Exchangeable Shares pursuant to the Transaction.

“Exchange Right” has the meaning specified in the Voting and Exchange Trust Agreement.

“Exchangeable Shares” means the exchangeable shares in the capital of ExchangeCo having the rights, privileges, restrictions and conditions set out in the Exchangeable Share Provisions.

“Exchangeable Share Provisions” means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares set out in Schedule D.

“Exchangeable Shareholders” means, at any time, the registered holders of Exchangeable Shares, other than Mango, CallCo, ExchangeCo and their respective Affiliates.

“FDA” means the U.S. Food and Drug Administration.

“FTC” means the U.S. Federal Trade Commission.

“Fully Diluted Mango Shares” means, at any time, the aggregate number of shares of Mango Common Stock outstanding at such time, calculated on a fully diluted basis after giving effect to the exercise, conversion or exchange of all outstanding options, warrants, convertible securities, Exchangeable Shares and other rights to acquire shares of Mango Common Stock.

“Fully Diluted Nuclea Shares” means, at any time, the aggregate number of shares of Mango Shares outstanding at such time, calculated on a fully diluted basis after giving effect to the exercise, conversion or exchange of all outstanding options, warrants, convertible securities, and other rights to acquire shares of Nuclea Shares.

“Governmental Authority” means any domestic or foreign government, court, tribunal, regulatory or administrative agency, commission, bureau, board, ministry, department, securities commission, stock exchange, self-regulatory organization or other governmental or quasi-governmental authority, including the SEC, Nasdaq and any applicable Canadian securities regulatory authority.

“Indebtedness” of any Person means, without duplication. (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with U.S. GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with U.S. GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all contingent obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above;

“Insolvent” means, (i) with respect to any Party, on a consolidated basis, (A) the present fair saleable value of such Party’s and its Subsidiaries’ assets is less than the amount required to pay such Party’s and its Subsidiaries’ total Indebtedness (as defined below), (B) such Party and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) such Party and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to such Party and each Subsidiary, individually, (A) the present fair saleable value of such Party’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness (as defined below), (B) such Party or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) such Party or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

“Intellectual Property” means rights, licenses, trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor.

“Law” means all applicable U.S., Canadian federal, state, provincial, territorial, municipal and local statutes, regulations, rules, ordinances, by-Laws, Orders and other legal requirements, as well as any such statutes, regulations, rules, ordinances, by-Laws, Orders and other legal requirements of any other nation that apply to any Party. “Law” also includes, without limitation, (a) for Mango and its Subsidiaries, all U.S. federal and state statutes, regulations, rules, ordinances, bylaws, Orders and other legal requirements affecting the men’s wellness industry sector, including without limitation those of the FDA, the FTC, and any similar state or foreign regulatory agency or agency with jurisdiction over Mango’s business activities; (b) for Nuclea and its Subsidiaries, the Canadian Nuclear Safety Commission and the U.S. Nuclear Regulatory Commission, and any similar state or foreign regulatory agency or agency with jurisdiction over Mango’s business activities; and (c) for all Parties, all applicable environmental, data privacy, money laundering, sanctions and criminal statutes, regulations, rules, ordinances, bylaws, Orders and other legal requirements.

“Lock-up Agreements” means the lock-up agreements to be executed by the Principal Nuclea Shareholders and the Mango Principals, substantially in the form attached as Schedule I.

“Mango and Peaches” means Mango and Peaches Corp., a wholly owned subsidiary of Mango.

“Mango Control Transaction” has the meaning specified in the Exchangeable Share Provisions.

“Mango Common Stock” means the common stock, par value $0.0001 per share, of Mango.

“Mango Common Stock Equivalents” means the Mango Preferred Stock, the Mango Warrants and the Mango Options, taken together.

“Mango Initial Listing Application” means the initial listing application to be submitted by Mango to Nasdaq in connection with the Transaction and the Completion.

“Mango Options” means the issued and outstanding options to purchase Mango Common Stock, as more fully described in the Mango Disclosure Letter.

“Mango Preferred Stock” means the Mango Series B Convertible Preferred Stock and the Mango Series C Convertible Preferred Stock, taken together.

“Mango Principals” means the shareholders, officers and directors of Mango listed on Schedule B under that heading.

“Mango Series B Convertible Preferred Stock” means the series B convertible stock issued by Mango to certain investors.

“Mango Series C Convertible Preferred Stock” means the series C convertible stock issued by Mango to certain investors.

“Mango Special Voting Share” means the one share of special voting stock or preferred stock, as finally determined by U.S. counsel pursuant to Mango’s constating documents and applicable Texas Law (including the TBOC), to be issued by Mango to the Trustee at Closing and held by the Trustee pursuant to the Voting and Exchange Trust Agreement for the benefit of the Exchangeable Shareholders.

“Mango Stockholder Approval” means the approval of the stockholders of Mango required under applicable Law and Nasdaq requirements for the issuance of Mango Common Stock in excess of the Nasdaq Cap in connection with the Transaction and the Transaction Documents.

“Mango Stockholder Meeting” means the special meeting of the stockholders of Mango to be held after the Closing for the purposes of obtaining the Mango Stockholder Approval and voting on the other Mango Proposals.

“Mango Voting Support Agreements” means the voting support agreements to be entered into among Mango, Nuclea and certain stockholders, directors and executive officers of Mango (including without limitation Jacob D. Cohen) pursuant to which such stockholders agree (i) to vote in favor of the Mango Stockholder Approval and all other Mango Proposals at the Mango Stockholder Meeting, (ii) to not transfer their Mango Common Stock until Completion (subject to the exceptions provided therein) and (iii) to take such other actions provided therein necessary to implement the Transaction and the Completion, in the form attached as Schedule H.

“Mango Warrants” means the issued and outstanding warrants to purchase Mango Common Stock, as more fully described in the Mango Disclosure Letter.

“Material Adverse Effect” means, with respect to a Party, any event, change, condition, circumstance or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of that Party and its subsidiaries taken as a whole, other than any event, change, condition, circumstance or effect resulting from: (a) general economic, financial, currency exchange, securities, or commodity market conditions; (b) conditions generally affecting the industries in which the Party operates; (c) any change in Law or GAAP after the date hereof; or (d) the announcement of this Agreement or the Transaction or the Completion, in each case except to the extent such event, change, condition, circumstance or effect has a disproportionate effect on such Party relative to comparable businesses.

“Nasdaq Approval” means the approval by Nasdaq of the Mango Initial Listing Application.

“Nasdaq Cap” means, until the Required Approvals have been obtained, the maximum number of shares of Mango Common Stock, economic or voting rights that may be issued, exercised, delivered deemed to be issued pursuant to the Transaction and the maximum aggregate economic rights, voting rights and exchange rights that may be exercised, received, realized or made available in respect of the Exchangeable Shares, in each case measured on an as-converted basis and counted together for purposes of determining compliance with applicable Nasdaq rules, which cap shall initially equal 19.99% of the outstanding Mango Common Stock immediately prior to Closing, subject to adjustment as required by applicable Law or Nasdaq requirements.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nuclea Shareholder Approval” means the approval of the Amalgamation by the holders of Nuclea Shares in accordance with the Act and Nuclea’s constating documents, whether by written consent resolution or otherwise.

“Nuclea Shares” means the common shares (and any other class of shares, if applicable) in the capital of Nuclea outstanding immediately prior to the Effective Date.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

“Person” means an individual, corporation, partnership, trust, unincorporated association, joint venture or other entity, or Governmental Authority.

“PIPE Financing” shall mean an investment in Mango by the PIPE Investors, in an amount of not less than the PIPE Minimum Amount, to be funded out of the Escrow Account simultaneously with the Closing.

“PIPE Investors” means the investors in the PIPE Financing.

“PIPE Minimum Amount” means fifteen million dollars (U.S. $15,000,000), prior to giving effect to fees and expenses relating to the PIPE Financing.

“PIPE Share Issuance” means the issuance by Mango on the Effective Date of convertible preferred shares and warrants to the PIPE Investors.

“Principal Nuclea Shareholders” means the Persons listed on Schedule A under that heading.

“Pro Rata Share” means with respect to each Nuclea Shareholder, a fraction expressed as a percentage equal to the number of Nuclea Shares owned by such Nuclea Shareholder, divided by the total number of issued and outstanding Nuclea Shares owned by all Nuclea Shareholders as of the Execution Date.

“Required Approvals” means the Mango Stockholder Approval and the Nasdaq Approval, as well as any other consent or approval required by any third party (whether pursuant to this Agreement, applicable Law, or otherwise) in order to fully implement the rights and arrangements contemplated by the Transaction Documents, as well as the approval by the Mango Stockholders of the other Mango Proposals.

“Required Reserve Amount” means no less than 100% of the maximum number of Shares of Mango Common Stock issuable upon exchange of the Exchangeable Shares and the exercise or conversion of all Mango Common Stock Equivalents then outstanding.

“Retraction Call Right”, “Redemption Call Right” and “Liquidation Call Right” have the meanings given in the Exchangeable Share Provisions.

“SEC” means the United States Securities and Exchange Commission.

“Subsidiaries” means any Person in which any Party, directly or indirectly, (a) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (b) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

“Support Agreement” means the support agreement to be entered into among Mango, CallCo and ExchangeCo substantially in the form attached as Schedule F.

“Tax” or “Taxes” means any and all federal, state, local, non-U.S. and other taxes, levies, fees, imposts, duties and charges of whatever kind in the nature of a tax (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), including taxes imposed on, or measured by, income, franchise, profits or gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, utility, unemployment compensation, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs duties, whether disputed or not, or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means all returns, reports, information statements and other documentation (including any additional or supporting material) filed or maintained, or required to be filed or maintained, in connection with the calculation, determination, assessment, claim for refund or collection of any Tax, including any amendment or attachment thereto.

“TBOC” means the Texas Business Organizations Code.

“Transaction” has the meaning given in the Recitals.

“Transaction Documents” means this Agreement, the Amalgamation Agreement, the Exchangeable Share Provisions, the Support Agreement, the Voting and Exchange Trust Agreement, the Mango Voting Support Agreements, the Lock-Up Agreements, the Cohen Executive Agreements, the Series B Preferred Waiver and all other agreements and instruments delivered in connection with the Transaction.

“Trustee” means such corporate trustee or third-party trustee as Mango and Nuclea may agree, acting in its capacity as trustee under the Voting and Exchange Trust Agreement.

“U.S. GAAP” means generally accepted accounting principles in the United States, applied on a consistent basis.

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

“Variable Rate Transaction” means a transaction in which an entity (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of such entity’s common equity either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common equity at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the such entity or the market for its common equity or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby such entity issue securities at a future determined price.

“Voting and Exchange Trust Agreement” means the voting and exchange trust agreement to be entered into among Mango, CallCo, ExchangeCo and the Trustee substantially in the form attached as Schedule G.

Other capitalized terms used in this Agreement and not otherwise defined have the meanings given to them elsewhere in this Agreement or in the Schedules.

(b) Headings, etc.

The division of this Agreement into Articles, Sections, and Schedules, and the insertion of headings, are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(c) Number and Gender

Words importing the singular include the plural and vice versa; words importing gender include all genders.

(d) Date for Any Action

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

(e) Statutory References

Any reference to a statute includes all regulations made thereunder and all amendments to such statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

(f) Currency

All references to currency in this Agreement are to United States dollars unless otherwise indicated.

(g) Invalidity of Provisions

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision and the remaining part of such provision and all other provisions of this Agreement will continue in full force and effect.

(h) Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement will be interpreted in accordance with GAAP, applied on a consistent basis.

(i) Knowledge

Any reference to the “knowledge” of a Party means the actual knowledge of the senior executive officers of that Party, after reasonable inquiry. Notwithstanding the foregoing, any reference to the “knowledge” of Mango or any of its Subsidiaries shall mean the actual knowledge of Jacob D. Cohen, after reasonable inquiry.

(j) Schedules

The following Schedules form part of this Agreement:

Schedule A - Principal Nuclea Shareholders

Schedule B - Mango Principals

Schedule C - Form of Cohen Executive Agreements

Schedule D — Exchangeable Share Provisions of ExchangeCo

Schedule E – [Reserved]

Schedule F — Form of Support Agreement

Schedule G — Form of Voting and Exchange Trust Agreement

Schedule H — Form of Mango Voting Support Agreement

Schedule I —Form of Lock-Up Agreement

2. THE TRANSACTION

2.1 [Reserved]

2.2 Amalgamation

At the Effective Time, Amalco Sub and Nuclea shall amalgamate and continue as one corporation, Amalco, in accordance with the Act and the Amalgamation Agreement, in such form as the parties mutually agree, each acting reasonably, pursuant to which, among other things:

2.3 Other Closing Actions

At the Closing, the Parties shall take such actions as are contemplated by this Agreement and the other Transaction Documents in connection with the Transaction.

2.4 Dissent Rights

Notwithstanding any other provision of this Agreement, a registered holder of Nuclea Shares who validly exercises rights of dissent in respect of the Amalgamation in accordance with the Act and who is not deemed to have withdrawn such rights and has not otherwise withdrawn such rights (a “Dissenting Shareholder”) shall be entitled to be paid the fair value of such holder’s Nuclea Shares in accordance with the Act.

A Dissenting Shareholder shall cease to have any rights as a holder of Nuclea Shares, other than the right to be paid the fair value of such holder’s Nuclea Shares in accordance with the Act.

Any Nuclea Shares held by a Dissenting Shareholder shall not be converted into Exchangeable Shares pursuant to this Agreement unless and until such holder has withdrawn, or is deemed to have withdrawn, such holder’s dissent rights under the Act, in which case such holder shall be entitled to receive the Exchangeable Shares that such holder would otherwise have been entitled to receive under this Agreement. The sole right of a Dissenting Shareholder shall be payment of the fair value of such holder’s Nuclea Shares in accordance with the Act.

2.5 Effective Date

The Amalgamation shall become effective on the date shown on the certificate of Amalgamation issued by the Director under the Act, which the Parties shall use commercially reasonable efforts to cause to occur as promptly as practicable after satisfaction or waiver of the conditions in Article 11.

2.6 Directors and Officers of Amalco

The initial directors and officers of Amalco shall be as mutually agreed by the Parties no later than the date of Amalco’s formation, and the Parties shall take all actions necessary to give effect to those appointments.

2.7 U.S. Securities Law Matters

The Parties acknowledge that Closing is intended to occur prior to obtaining the Mango Stockholder Approval and/or the Nasdaq Approval. Following Closing, Mango shall use commercially reasonable efforts to prepare and file the Registration Statement as required by the SEC, Nasdaq or applicable Law in connection with obtaining the Mango Proposals including, without limitation, to obtain the Required Approvals and permit the full implementation of the rights associated with the Exchangeable Shares, including the issuance of Mango Common Stock in excess of the Nasdaq Cap following receipt of the Required Approvals.

2.8 Withholding

Each of Mango and, upon their incorporation, CallCo, ExchangeCo and Amalco shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement such amounts as it is required to deduct and withhold under any Law, and any amounts so withheld and remitted to the appropriate Governmental Authority shall be treated for all purposes as having been paid to the Person in respect of which such withholding was made. Upon their incorporation, CallCo, ExchangeCo and Amalco will be authorized to sell or otherwise dispose of, on behalf of such Person in respect of which a deduction of withholding was made, such portion of any shares deliverable to such person as is necessary to provide sufficient funds to and CallCo, ExchangeCo or Amalco, as the case may be, to enable it to comply with such deduction or withholding requirement and CallCo, ExchangeCo or Amalco, as the case may be, shall notify such person thereof and remit the applicable portion of the net proceeds of such sale (after deducting all reasonable commissions, fees and other reasonable expenses in respect of such sale) to the appropriate Governmental Authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person. Any such sale will be made in accordance with applicable Laws and at prevailing market prices, in respect of a particular price, for the portion of shares so sold. CallCo, ExchangeCo and Amalco will not be liable for any loss arising out of any such sale.

2.9 U.S. Tax Treatment

For U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that follows US. federal income Tax Law), each of the parties intends that the Amalgamation qualify for the Intended Tax Treatment. The parties to this Agreement hereby (i) adopt this Agreement as a Plan of Reorganization with respect to the Amalgamation, (ii) agree to file and retain such information as shall be required under Treasury Regulations Section 1.368-3, and (iii) agree to file all Tax Returns on a basis consistent with the Intended Tax Treatment and not otherwise to take any position or action inconsistent with the Intended Tax Treatment unless required as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or otherwise required by a Governmental Authority. None of the parties knows of any fact or circumstance (without conducting independent inquiry or diligence of the other relevant party), or has knowingly taken or will knowingly take any action (or knowingly fail to take any action), if such fact, circumstance or action (or failure to act) would be reasonably expected to prevent or impede the Intended Tax Treatment, and each of the parties shall use its reasonable best efforts to cause the Amalgamation to qualify for the Intended Tax Treatment. Each of the parties acknowledges and agrees that each has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement.

2.10 Completion

The Completion shall occur after the Closing, as soon as practicable after the Required Approvals have been obtained, as further set forth in Section 11.3.

3. EXCHANGEABLE SHARE STRUCTURE

3.1 Rights, Privileges, Restrictions and Conditions

The Exchangeable Shares in the capital of ExchangeCo shall have the rights, privileges, restrictions and conditions set out in full in Schedule D, and shall include provisions governing:

(a) dividend and distribution equivalence with Mango Common Stock, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(b) retraction rights of Exchangeable Shareholders, including the corresponding Retraction Call Right of CallCo;

(c) redemption rights of ExchangeCo, including the corresponding Redemption Call Right of CallCo;

(d) liquidation, dissolution and winding-up entitlements, including the corresponding Liquidation Call Right of CallCo;

(e) voting participation through the Mango Special Voting Share and the Voting and Exchange Trust Agreement, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(f) automatic exchange rights upon specified events affecting Mango or ExchangeCo;

(g) participation in any Mango Control Transaction, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(h) adjustments required to preserve the economic and voting equivalence of the Exchangeable Shares and Mango Common Stock;

(i) the right of CallCo, in the circumstances specified in the Exchangeable Share Provisions, to acquire Exchangeable Shares upon a retraction, redemption or liquidation event in lieu of ExchangeCo satisfying the applicable redemption, retraction or liquidation obligation directly, in each case on terms intended to preserve the economic equivalence of the Exchangeable Shares and Mango Common Stock, subject to the Nasdaq Cap until the Required Approvals have been obtained; and

(j) with (a) through (i) remaining in compliance with the Nasdaq Cap and the applicable procedures until receipt of the Required Approvals.

3.2 Reservation of Shares

Mango shall at all times reserve and keep available out of its authorized but unissued capital stock such number of shares of Mango Common Stock as is sufficient to satisfy its obligations under the Exchangeable Share Provisions, the Support Agreement and the Voting and Exchange Trust Agreement, including in connection with any exchange, retraction, redemption, liquidation or automatic exchange of Exchangeable Shares.

Mango shall take all actions necessary to ensure that all shares of Mango Common Stock issuable in accordance with the Exchangeable Share Provisions, the Support Agreement and the Voting and Exchange Trust Agreement will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

3.3 Exchangeable Share Exchange Ratio into Mango Common Stock

Subject to adjustment in accordance with the Exchangeable Share Provisions and this Agreement, each Exchangeable Share shall be exchangeable for one share of Mango Common Stock, provided that the issuance of Mango Common Stock upon any exchange, retraction, redemption, liquidation or automatic exchange shall remain subject to the Nasdaq Cap until the Required Approvals have been obtained.

No fractional share of Mango Common Stock shall be issued upon the exchange, retraction, redemption, liquidation or purchase of any Exchangeable Share or upon the exercise of any Exchange Right, Automatic Exchange Right or any call right contemplated by the Exchangeable Share Provisions.

If any holder would otherwise be entitled to receive a fractional share of Mango Common Stock, the number of shares of Mango Common Stock issuable to that holder shall be rounded down to the nearest whole share and the holder shall receive, in lieu of the fractional share, an amount in cash equal to the product obtained by multiplying:

(a) the applicable fractional interest; by

(b) the Current Market Price of one share of Mango Common Stock on the Business Day immediately preceding the applicable payment date.

provided that no cash payment shall be made where the aggregate amount otherwise payable to the holder is less than US$10.00.

3.4 Nasdaq Cap

Notwithstanding anything to the contrary contained in this Agreement, the Exchangeable Share Provisions, the Support Agreement or the Voting and Exchange Trust Agreement, until the Required Approvals have been obtained:

(a) no Exchangeable Shareholder shall be entitled to receive, and neither Mango nor any of its Affiliates shall be obligated to issue, any shares of Mango Common Stock to the extent that such issuance would cause Mango to exceed the Nasdaq Cap, nor shall any Exchangeable Shareholder be entitled to receive any economic benefit from any Exchangeable Share to the extent that such benefit would cause Mango to exceed the Nasdaq Cap, and no Exchangeable Shareholder shall be entitled to exercise, receive or realize economic rights, voting rights or exchange rights attributable to Exchangeable Shares to the extent that, when aggregated with Mango Common Stock issued pursuant to the Transaction, such rights would exceed the Nasdaq Cap. Any such rights shall remain subject to the Exchangeable Share Provisions and shall be deferred until the Required Approvals have been obtained;

(b) no voting rights attached to the Mango Special Voting Share shall be exercisable to the extent that such exercise would cause the Exchangeable Shareholders, in the aggregate, to exercise voting rights in excess of the Nasdaq Cap;

(c) any shares of Mango Common Stock, economic rights, voting rights or exchange rights otherwise attributable to Exchangeable Shares in excess of the Nasdaq Cap shall remain subject to the Exchangeable Share Provisions and shall not be issued, exercised or realized until the Required Approvals have been obtained; and

(d) promptly following receipt of the Required Approvals, Mango shall take all actions necessary to permit the issuance of any shares of Mango Common Stock, economic rights, voting rights and exchange rights previously restricted by the Nasdaq Cap and to permit the Mango Special Voting Share to carry the full voting rights contemplated by the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement.

3.5 Call Rights

The Exchangeable Share Provisions shall provide CallCo with customary retraction call rights, redemption call rights and liquidation call rights exercisable in the circumstances specified therein.

The exercise by CallCo of any such call right shall result in CallCo acquiring the applicable Exchangeable Shares on substantially the same economic terms as would otherwise apply upon the corresponding retraction, redemption or liquidation event.

The call rights shall be administered in a manner that:

(a) preserves the intended economic equivalence between the Exchangeable Shares and Mango Common Stock, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(b) prevents duplication of any payment, distribution, issuance or other entitlement in respect of the same Exchangeable Shares; and

(c) supports the intended Canadian tax treatment of the Exchangeable Shares and the exchangeable share structure generally.

4. VOTING SHARE AND TRUST

4.1 Mango Special Voting Share

At or prior to Closing, Mango shall ensure that one Mango Special Voting Share has been issued to the Trustee, to be held by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Exchangeable Shareholders, other than Mango, CallCo, ExchangeCo and their respective Affiliates, on the terms of the Voting and Exchange Trust Agreement.

The Mango Special Voting Share shall carry, in the aggregate, a number of votes equal to the number of votes that the holders of outstanding Exchangeable Shares would have been entitled to exercise had those holders exchanged their Exchangeable Shares for Mango Common Stock immediately prior to the applicable record date, provided that the aggregate voting rights represented by the Exchangeable Shares and any Mango Common Stock issued pursuant to the Transaction shall not exceed the Nasdaq Cap until the Required Approvals have been obtained, and subject to adjustment in accordance with the Voting and Exchange Trust Agreement.

Until the Required Approvals have been obtained, neither the Trustee nor any Exchangeable Shareholder shall be entitled to exercise voting rights attached to the Mango Special Voting Share to the extent that doing so would result in voting rights being exercised in excess of the Nasdaq Cap.

4.2 Voting and Exchange Trust Agreement

The Parties shall enter into the Voting and Exchange Trust Agreement on or before Closing.

The Voting and Exchange Trust Agreement shall provide, among other things, that:

(a) the Trustee will hold the Mango Special Voting Share for the benefit of the Exchangeable Shareholders and exercise the votes attached thereto solely in accordance with voting instructions received from Exchangeable Shareholders;

(b) the Trustee will hold and exercise the Exchange Right and Automatic Exchange Rights for the benefit of the Exchangeable Shareholders, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(c) until the Required Approvals have been obtained, the Trustee shall not exercise voting rights attached to the Mango Special Voting Share to the extent such exercise would exceed the Nasdaq Cap;

(d) the Voting and Exchange Trust Agreement shall contain such provisions as are necessary to ensure compliance with the Nasdaq Cap and applicable Nasdaq requirements until the Required Approvals have been obtained;

(e) Exchangeable Shareholders will be entitled to participate on an economically equivalent basis in any Mango Control Transaction, subject to the Nasdaq Cap until the Required Approvals have been obtained; and

(f) Mango, CallCo and ExchangeCo will not take any action that would impair the rights of Exchangeable Shareholders under the Exchangeable Share Provisions, the Support Agreement, any Call Rights and the Voting and Exchange Trust Agreement.

4.3 Trustee Instruction Mechanics

The Trustee shall, in accordance with the Voting and Exchange Trust Agreement:

(a) provide or cause to be provided to each Exchangeable Shareholder copies of all notices, proxy materials, information statements and other communications provided by Mango to holders of Mango Common Stock in connection with any meeting of Mango stockholders or any written consent sought from holders of Mango Common Stock;

(b) solicit voting instructions from the Exchangeable Shareholders in respect of the votes attached to the Mango Special Voting Share;

(c) exercise the votes attached to the Mango Special Voting Share solely in accordance with the voting instructions validly received from Exchangeable Shareholders and on a basis that provides each Exchangeable Shareholder with the number of votes that the holder would have been entitled to exercise had the holder exchanged its Exchangeable Shares for Mango Common Stock immediately prior to the applicable record date; and

(d) not exercise any votes attributable to Exchangeable Shares in respect of which no valid voting instructions have been received, except as expressly provided in the Voting and Exchange Trust Agreement.

Mango shall provide the Trustee with all notices, proxy materials, information statements and other communications sufficiently in advance of the applicable meeting, consent deadline or other corporate action to permit the Trustee to comply with its obligations under this Section 4.3 and the Voting and Exchange Trust Agreement.

4.4 Resignation, Removal and Succession of Trustee

The Voting and Exchange Trust Agreement shall provide for the resignation, removal and replacement of the Trustee and the appointment of a successor trustee. No resignation or removal of the Trustee shall become effective until a successor trustee has been appointed and has executed an instrument accepting the appointment and agreeing to be bound by the Voting and Exchange Trust Agreement. Any successor trustee shall:

(a) be a trust company, corporate trustee or other third-party trustee acceptable to Mango and Nuclea, acting reasonably;

(b) be independent of Mango, and upon their formation, CallCo and ExchangeCo;

(c) have the corporate power and capacity to perform the obligations of the Trustee under the Voting and Exchange Trust Agreement; and

(d) satisfy any additional eligibility requirements specified in the Voting and Exchange Trust Agreement.

Upon the appointment of a successor trustee, all rights, powers, duties and obligations of the former Trustee under the Voting and Exchange Trust Agreement shall vest in the successor trustee without any further act or conveyance, subject to the execution and delivery of such instruments as may reasonably be required to evidence the succession.

5. SUPPORT AGREEMENT

5.1 Entry into Support Agreement

The Parties shall enter into the Support Agreement on or before Closing, pursuant to which Mango shall, among other things:

(a) reserve and keep available sufficient shares of Mango Common Stock to satisfy the obligations of Mango and CallCo arising in respect of the exchange, retraction, redemption, liquidation or automatic exchange of the Exchangeable Shares, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(b) not declare or pay any dividend or other distribution on Mango Common Stock unless ExchangeCo is able to declare and pay an economically equivalent dividend or distribution on the Exchangeable Shares in accordance with the Exchangeable Share Provisions, subject to the Nasdaq Cap until the Required Approvals have been obtained;

(c) take all actions and do all things reasonably necessary to enable and permit ExchangeCo and CallCo to perform their respective obligations in respect of the Exchangeable Shares and to preserve the rights of Exchangeable Shareholders under the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and this Agreement; and

(d) not take any action that would result in the economic rights attaching to the Exchangeable Shares ceasing to be equivalent in all material respects to the corresponding economic rights attaching to Mango Common Stock, subject to the Nasdaq Cap until the Required Approvals have been obtained or that would adversely affect the voting rights available through the Mango Special Voting Share, except as permitted by the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement or with any approval required thereunder.

5.2 Post-Closing and Post-Completion Board and Executive Composition

At Closing. At or immediately following Closing, Mango shall take all actions necessary or advisable to appoint Sagar Sanhgera as an additional director of the board of directors of Mango, subject to such individual satisfying applicable Law, Nasdaq requirements and Mango’s generally applicable director qualification requirements. At or immediately following Closing, Mango shall take all actions necessary or advisable to appoint (a) Josef Freundorfer as the Chief Executive Officer, and (b) Sagar Sanghera as Executive Chairman of Mango. At the same time, Mr. Jacob D. Cohen shall resign as Mango’s Chief Executive Officer and shall be appointed as President of Mango, in accordance with the Cohen Executive Agreements. Mango shall add Messrs. Sanghera and Freundorfer as additional insured parties under its then existing director and officer liability insurance policies, on the same terms as are provided to Mango’s current officers and directors, no later than the Effective Time.

At Completion. At Completion, the individuals designated by the Principal Nuclea Shareholders and included in the as nominees for director in the Registration Statement, and approved at the Mango Stockholder Meeting shall be appointed to the Mango Board of Directors, and any other then existing directors not so approved at the Mango Stockholder Meeting shall resign as directors. All such appointments shall be subject to such individuals satisfying applicable Law, Nasdaq requirements and Mango’s generally applicable director qualification requirements. At or immediately after Completion, the Mango Board shall appoint such new executive officers as directed by the Principal Nuclea Shareholders shall direct, and any then existing Mango executive officers not so appointed shall resign from their positions.

5.3 Preservation of ExchangeCo and Amalco

Until no Exchangeable Shares, other than Exchangeable Shares held by Mango, CallCo or their respective Affiliates, remain outstanding, Mango shall not, and shall cause its Affiliates not to, take any action that would materially impair the exchangeable share structure or adversely affect the rights of Exchangeable Shareholders under this Agreement, the Exchangeable Share Provisions, the Support Agreement or the Voting and Exchange Trust Agreement, except:

(a) in connection with a transaction permitted under the Exchangeable Share Provisions, the Support Agreement and the Voting and Exchange Trust Agreement; or

(b) with the approval of the Exchangeable Shareholders required under the Exchangeable Share Provisions.

6. CONSIDERATION

6.1 Exchange Ratio

Subject to adjustment under Section 6.3, each Nuclea Share outstanding immediately prior to the Effective Time shall be entitled to receive that number of fully paid and non-assessable Exchangeable Shares determined in accordance with the Exchange Ratio in accordance with this Agreement and the Amalgamation Agreement.

For greater certainty, the Exchange Ratio shall be determined in a manner that gives effect to the economic allocation reflected in this Section 6.1 and shall be adjusted in accordance with Section 6.3 to preserve such economic allocation.

6.2 Treatment of Nuclea Options and Convertible Securities

Unless otherwise agreed by Mango and Nuclea in writing prior to Closing, Nuclea shall cause all options, warrants, convertible securities and other rights to acquire Nuclea Shares outstanding immediately prior to the Effective Time to be converted, as of the Closing into Mango options, warrants, convertible securities and other rights to acquire Mango Common Stock. Any such converted securities shall provide the holders thereof with substantial equivalence to the Nuclea securities so converted, and any exercise or conversion thereof shall be subject to the Nasdaq Cap until the Required Approvals have been obtained.

Prior to Closing, Nuclea shall deliver evidence satisfactory to Mango, acting reasonably, confirming the treatment of all such securities and rights.

6.3 Adjustment

If, during the period beginning on the Execution Date and ending immediately prior to the Effective Time:

(a) Mango subdivides, consolidates, reclassifies or otherwise changes the outstanding Mango Common Stock;

(b) Nuclea subdivides, consolidates, reclassifies or otherwise changes the outstanding Nuclea Shares;

(c) Mango or Nuclea declares or pays a stock dividend or other distribution payable in equity securities;

(d) Mango or Nuclea effects a recapitalization, reorganization, exchange of shares or similar transaction affecting its outstanding equity securities;

(e) Mango issues, grants, sells, reserves for issuance or becomes obligated to issue any equity securities or any securities convertible into, exchangeable for, exercisable for or otherwise carrying the right to acquire equity securities;; or

(f) any other event occurs that would, in the absence of adjustment, materially alter the economic allocation contemplated by this Agreement, then the Exchange Ratio, the number of Exchangeable Shares issuable pursuant to this Agreement and any ownership percentages contemplated by this Agreement shall be automatically and equitably adjusted so as to preserve, as nearly as practicable, the economic ownership interest contemplated by the Parties as of the Execution Date.

Without limiting the foregoing, any issuance by Mango of additional equity securities between the Execution Date and the Effective Time shall result in such adjustment to the Exchange Ratio as is necessary to preserve the relative ownership percentages agreed by the Parties pursuant to Section 6.1.

6.4 No Interest

No interest shall accrue or be payable in respect of:

(a) any Exchangeable Shares or other consideration deliverable under this Agreement;

(b) any cash payable in lieu of a fractional share; or

(c) any other amount payable pursuant to this Agreement,

except to the extent expressly required by applicable Law.

6.5 Nasdaq Cap Acknowledgement

The Parties acknowledge and agree that the Exchangeable Shares are intended to provide the holders thereof with rights that are, as nearly as practicable, equivalent to the rights attaching to Mango Common Stock. Notwithstanding the foregoing, until the Required Approvals have been obtained, the aggregate economic rights, voting rights and exchange rights attributable to the Exchangeable Shares, together with any Mango Common Stock issued pursuant to the Transaction, shall be limited by and subject to the Nasdaq Cap.

For greater certainty, until the Required Approvals have been obtained, no Exchangeable Shareholder shall be entitled to receive, exercise or realize any economic rights, voting rights, exchange rights or other benefits attributable to Exchangeable Shares to the extent that, when aggregated with the Mango Common Stock issued pursuant to the Transaction, such rights or benefits would exceed the Nasdaq Cap.

Any economic rights, voting rights, exchange rights or issuances of Mango Common Stock otherwise attributable to Exchangeable Shares in excess of the Nasdaq Cap shall remain subject to the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and the Support Agreement and shall be deferred until the Required Approvals have been obtained.

Promptly following receipt of the Required Approvals, the Exchangeable Shares shall provide the holders thereof with the full economic rights, voting rights and exchange rights contemplated by this Agreement, the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and the Support Agreement, and Mango shall take all actions necessary to permit the issuance and realization of all rights and benefits previously restricted by the Nasdaq Cap.

7. REPRESENTATIONS AND WARRANTIES OF MANGO

Except as disclosed in the disclosure letter of Mango delivered concurrently with this Agreement (the “Mango Disclosure Letter”) or in the Mango SEC Reports (as defined below), Mango represents and warrants to Nuclea as set out in this Article 7 and acknowledges that Nuclea is relying upon those representations and warranties in entering into this Agreement and completing the Transaction and the Completion.

Disclosure in the Mango SEC Reports shall qualify a representation or warranty in this Article 7 only to the extent that the applicability of the disclosure to the representation or warranty is reasonably apparent on its face, excluding any disclosure contained solely in a risk factor, forward-looking statement or other cautionary, predictive or forward-looking disclosure.

The representations and warranties of Mango contained in this Agreement shall survive until the Completion.

7.1 Organization and Qualification

Mango is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Texas and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Each Subsidiary of Mango is, and each of CallCo, ExchangeCo and Amalco Sub, when formed, will be, a corporation or other entity duly incorporated or otherwise formed, validly existing and in good standing under the Laws of the U.S. state or foreign in which it was formed, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Mango and each Subsidiary of Mango is, and each of CallCo, ExchangeCo and Amalco, when formed, will be, duly qualified or licensed to carry on business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes that qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Mango and its Subsidiaries taken as a whole.

7.2 Corporate Authorization; Enforceability

Mango has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is or will be a party, to perform its obligations thereunder and, subject to obtaining the Required Approvals, if required, to complete the Transaction and the Completion.

The execution and delivery by Mango of this Agreement and the completion by Mango of the Transaction and the Completion have been duly authorized by all necessary corporate action on the part of Mango, subject only to obtaining the Required Approvals, if required.

This Agreement has been duly executed and delivered by Mango and constitutes a legal, valid and binding obligation of Mango, enforceable against Mango in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity.

The issuance of the Exchangeable Shares and the Mango Special Voting Share in connection with the Transaction, and the issuance of the Mango Common Stock from and after the Completion, have been duly authorized, and upon issuance thereof in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all Encumbrances with respect to the issuance thereof. As of the Closing, Mango shall have reserved from its duly authorized capital stock not less than the Required Reserve Amount, for future issuance subject to the Nasdaq Cap until the Required Approvals have been obtained, and shall maintain such reserve for so long as any Exchangeable Shares remain outstanding. Upon issuance upon conversion in accordance with the Exchangeable Shares and the Mango Common Stock Equivalents, the Mango Common Stock when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

7.3 No Conflict; Consents

The execution and delivery by Mango of this Agreement and each Transaction Document to which it is or will be a party, the performance by Mango of its obligations thereunder and the completion of the Transaction do not and will not:

(a) contravene, conflict with or result in a violation of Mango’s certificate of formation, bylaws or other constating documents;

(b) assuming receipt of the approvals and completion of the filings contemplated by this Agreement, contravene, conflict with or result in a violation of any applicable Law or Order;

(c) result in a breach of, constitute a default under, or give rise to a right of termination, acceleration, amendment, payment or cancellation under any Mango Material Contract; or

(d) result in the creation of any Encumbrance on any material property or asset of Mango (excluding for this purpose any Encumbrance on any Mango capital stock or Mango Common Stock Equivalent),

except, in the case of paragraphs (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Mango or materially impair or delay the completion of the Transaction or the Completion.

Except as set out in the Mango Disclosure Letter, no consent, approval, Order, authorization, registration or declaration of, or filing with, any Governmental Authority is required by Mango in connection with the execution and delivery of this Agreement or completion of the Transaction and the Completion, other than:

(i) filings with the SEC;

(ii) filings, notifications or approvals required by Nasdaq (including, without limitation the Nasdaq Approval);

(iii) the Mango Stockholder Approval, if required;

(iv) the filing of any certificate of amendment or designation required to authorize the Mango Special Voting Share;

(v) applicable filings under Canadian securities Laws; and

(vi) such other consents, approvals, filings or notifications the failure of which to obtain or make would not reasonably be expected to materially impair or delay the completion of the Transaction and/or the Completion.

7.4 Capitalization

The authorized capital stock of Mango and the number of issued and outstanding shares of each class and series of capital stock of Mango, in each case as of the Execution Date, are accurately set out in the Mango Disclosure Letter.

The Mango Disclosure Letter sets out, as of the Execution Date, all outstanding Mango Common Stock, Mango Preferred Stock, Mango Warrants, Mango Options and any other Mango Common Stock Equivalents and/or other rights, agreements or commitments that obligate Mango to issue, sell, transfer, repurchase or redeem any shares of its capital stock.

All outstanding shares of Mango Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. Except as disclosed in the Mango Disclosure Letter, there are no outstanding:

(a) securities convertible into or exchangeable for shares of Mango;

(b) options, warrants or other rights to acquire shares of Mango;

(c) obligations of Mango to issue, sell, repurchase, redeem or otherwise acquire any securities of Mango; or

(d) stockholder agreements, voting trusts, proxies or similar agreements to which Mango is a party relating to the voting or transfer of any securities of Mango.

The Mango Disclosure Letter sets forth the effect of any change of control, fundamental transaction or other acceleration right affecting any of the Mango Common Stock Equivalents that result from the consummation of the Transaction and/or the Completion, with each disclosed separately. The Mango Disclosure Letter also identifies any provision(s) contained in any Mango Preferred Stock that prohibits or in any way restricts Mango from entering into any Variable Rate Transaction.

The shares of Mango Common Stock issuable pursuant to the Exchangeable Share Provisions, the Support Agreement and the Voting and Exchange Trust Agreement will, when issued in accordance with the applicable Transaction Documents, be duly authorized, validly issued, fully paid and non-assessable.

Except as disclosed in the Mango Disclosure Letter, since the date of Mango’s most recently filed Form 10-K, Mango has not issued any shares of capital stock, options, warrants, convertible securities or other rights to acquire securities of Mango, other than issuances expressly permitted under this Agreement.

Except as disclosed in the Mango Disclosure Letter, there are no outstanding Variable Rate Transactions, equity lines, floating conversion instruments, convertible debt instruments or other securities containing anti-dilution, price reset or variable conversion features.

Except as disclosed in the Mango Disclosure Letter, no preferred stock of Mango is issued and outstanding other than the Mango Special Voting Share contemplated by this Agreement.

7.5 SEC Reports; Financial Statements

Mango has filed or furnished all forms, reports, registration statements, schedules and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, collectively, the “Mango SEC Reports”).

Except as disclosed in the Mango Disclosure Letter, Mango has timely filed all Mango SEC Reports required to be filed by it. Mango has delivered or has made available to Nuclea or its representatives true, correct and complete copies of each of Mango SEC Reports not available on the EDGAR system. For Mango SEC Reports available on EDGAR system which Mango provides to Nuclea or its representatives, Mango confirmed such copies are true and correct. As of their respective dates, the Mango SEC Reports complied in all material respects with the requirements of the Exchange Act and the U.S. Securities Act, as appropriate, and the rules and regulations of the SEC promulgated thereunder applicable to Mango SEC Reports, and none of the Mango SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of their respective dates, the financial statements of Mango included in the Mango SEC Reports (the “Mango Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such Mango Financial Statements have been prepared in accordance with U.S. GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Mango Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or presented in summary) and fairly present in all material respects the financial position of Mango as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, which will not be material, either individually or in the aggregate). The reserves, if any, established by Mango or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by Mango on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by Mango in the Mango Financial Statements or otherwise. No other information provided by or on behalf of Mango to Nuclea which is not included in the Mango SEC Reports (including, without limitation, information provided for Nuclea’s due diligence purposes or in the Mango Disclosure Letter) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Mango is not currently contemplating to amend or restate any of the Mango Financial Statements (including, without limitation, any notes or any letter of the independent accountants of Mango with respect thereto) included in the Mango SEC Reports, nor is Mango currently aware of facts or circumstances which would require Mango to amend or restate any of the Mango Financial Statements, in each case, in order for any of the Mango Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. Mango has not been informed by its independent accountants that they recommend that Mango amend or restate any of the Mango Financial Statements or that there is any need for Mango to amend or restate any of the Mango Financial Statements.

Except as disclosed in the Mango Disclosure Letter, Mango has no unresolved written comments from the staff of the SEC relating to the Mango SEC Reports.

7.6 Absence of Undisclosed Liabilities

Since the date of Mango’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of Mango or any of its Subsidiaries. Since the date of Mango’s most recent audited financial statements contained in a Form 10-K, neither Mango nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither Mango nor any of its Subsidiaries has taken any steps to seek protection pursuant to any Law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does Mango or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Mango and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the Transaction and the Completion, will not be Insolvent.

Mango has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of Mango prepared in accordance with U.S. GAAP, other than:

(a) liabilities reflected or reserved against in the most recent consolidated balance sheet included in the Mango SEC Reports;

(b) liabilities incurred in the ordinary course of business since the date of that balance sheet;

(c) liabilities incurred in connection with this Agreement or the Transaction or the Completion; and

(d) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Mango.

Without limiting the foregoing, the Mango Disclosure Letter sets forth all material indebtedness, vendor payables, lease obligations, litigation obligations, severance obligations and other material liabilities of Mango and its Subsidiaries existing as of the Execution Date.

Except as disclosed in the Mango Disclosure Letter, Mango is not party to any obligation which would reasonably be expected to require a payment or settlement in excess of US$100,000 following Closing.

7.7 Compliance with Laws; Nasdaq Listing

Mango is in compliance in all material respects with all Laws applicable to Mango and its business, properties and assets.

The Mango Common Stock is listed on the Nasdaq Capital Market. Except as disclosed in the Mango Disclosure Letter:

(a) Mango has not received any written notice, or to the knowledge of Mango, oral notice from Nasdaq asserting that Mango is not in compliance with any applicable continued listing requirement that has not been resolved or remains outstanding;

(b) no proceeding is pending or, to the knowledge of Mango, threatened to suspend trading in or delist the Mango Common Stock; and

(c) Mango is in compliance in all material respects with the applicable rules and listing standards of Nasdaq.

Mango has taken, or prior to Closing will take, all actions required by Nasdaq in connection with the Transaction and the Transaction Documents.

Except as disclosed in the Mango Disclosure Letter, Mango has not received any written notice from Nasdaq indicating that Mango is not in compliance with the minimum bid price requirements, minimum stockholders’ equity requirements or any other continued listing requirement that remains unresolved as of the Execution Date.

7.8 Litigation

Except as disclosed in the Mango Disclosure Letter:

(a) there is no Claim pending or, to the knowledge of Mango, threatened that would reasonably be expected to result in liability to Mango exceeding US$100,000;

(b) there is no Claim pending or, to the knowledge of Mango, threatened which seeks to prevent, enjoin or materially delay the Transaction or the Completion;

(c) Mango has disclosed all material litigation, arbitrations, investigations and regulatory proceedings involving Mango and its subsidiaries.

Without limiting the foregoing, the Mango Disclosure Letter contains materially complete disclosure regarding the matter set forth on Annex 1 hereto.

7.9 Legacy Obligations

Except as disclosed in the Mango Disclosure Letter:

(a) Mango is not obligated to make any severance, change of control, retention, transaction bonus or similar payment as a result of the execution of this Agreement or execution of the Transaction and/or the Completion;

(b) no current or former director, officer, employee or consultant of Mango is entitled to accelerated vesting, accelerated payments or similar benefits triggered by the Transaction and/or the Completion; and

(c) there are no obligations relating to Mango and Peaches, Jacob D. Cohen or any similar legacy arrangements (whether or not specifically identified in this Agreement or in annex 1) other than as disclosed in the Mango Disclosure Letter.

7.10 Disclosure Controls and Internal Control over Financial Reporting

Mango has established and maintains disclosure controls and procedures and internal control over financial reporting as required by the Exchange Act.

Mango’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by Mango in reports filed or furnished under the Exchange Act is recorded, processed, summarized and reported within the periods specified by applicable SEC rules and is accumulated and communicated to Mango’s management as appropriate to allow timely decisions regarding required disclosure.

Except as disclosed in the Mango SEC Reports or the Mango Disclosure Letter, Mango has not identified any material weakness in its internal control over financial reporting that has not been disclosed as required by applicable Law.

7.11 Material Adverse Effect; Orders

Except as disclosed in the Mango Disclosure Letter or the Mango SEC Reports, there is no Claim pending or, to the knowledge of Mango, threatened against Mango or any of its properties or assets that:

(a) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Mango; or

(b) seeks to prevent, materially delay or materially impair the completion of the Transaction or the Completion.

Mango is not subject to any outstanding Order that would reasonably be expected to have a Material Adverse Effect on Mango or prevent, materially delay or materially impair the completion of the Transaction or the Completion.

7.12 Taxes

Except as disclosed in the Mango Disclosure Letter:

(a) Mango has timely filed all material income and other Tax Returns required to be filed by it, and each such Tax Return is true, correct and complete in all material respects;

(b) Mango has timely paid all material Taxes due and payable by it, other than Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with U.S. GAAP;

(c) Mango has deducted, withheld and remitted all material amounts required to be deducted, withheld or remitted under applicable Tax Laws;

(d) no material audit, examination, assessment or other proceeding relating to Taxes of Mango is pending or, to the knowledge of Mango, threatened in writing; and

(e) Mango is not a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into in the ordinary course of business the principal purpose of which is not related to Taxes).

(f) Mango has not been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes.

(g) Mango has no liability for the Taxes of any other Person: (1) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable Law.

(h) Mango is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(i) Mango has not been a party to any “listed transaction” or failed to report any “reportable transaction” as such terms are defined in Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b) and as such reporting is required pursuant thereto.

(j) Mango has not been a party to any transaction treated by it as a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the five years prior to the date of this Agreement.

(k) Mango will not be required to include any material item of income or exclude any material item of deduction for any taxable period ending after the Effective Date as a result of: (i) adjustment under Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) by reason of a change in method of accounting for a taxable period ending on or before the Effective Date; (ii) any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed on or before the Effective Date; (iii) any installment sale or open transaction disposition made on or before the Effective Date; (iv) any prepaid amount or deferred revenue realized or received on or before the Effective Date; (v) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law); or (vi) election under Section 965 of the Code.

(l) Mango is and has been treated as a C corporation for U.S. federal, state and local income tax purposes since the date of its formation.

(m) Mango is not an “investment company” within the meaning of Section 368(a)(2)(F)(iii) of the Code.

(n) Mango has not received any written claim from a Governmental Authority and has no permanent establishment (within the meaning of an applicable Tax treaty) or other fixed place of business in a jurisdiction in which Mango does not file Tax Returns that Mango is or may be subject to taxation in that jurisdiction.

7.13 Material Contracts

The Mango Disclosure Letter identifies all of the following agreements (each, a “Mango Material Contract”):

(a) any financing arrangement;

(b) any convertible security;

(c) any shelf registration statement;

(d) any ATM program;

(e) any equity line of credit;

(f) any registration rights agreement;

(g) the Joseph Gunnar engagement;

(h) the PIPE Financing or any other consummated or contemplated financing arrangement;

(i) any agreement relating to Jacob D. Cohen or the parties listed on Annex 1 hereto, or with any other counterparty that is not otherwise disclosed pursuant to this Section, that would reasonably be expected to survive Closing;

(j) any currently effective real estate lease to which Mango or a Subsidiary thereof is a party;

(k) any agreement that relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement;

(l) any agreement that involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $500,000 (other than in the ordinary course of business consistent with past practice) or relates to the disposition shares or other equity interests of Mango or any Subsidiary thereof or another Person, or relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of Mango, any Subsidiary thereof, or any of their respective business or material assets;

(m) any agreement that contains covenants that limit in any material respect the ability of Mango (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, other than in respect of customary non-disclosure agreements entered into by Mango in the ordinary course of business or (B) to purchase or acquire an interest in any other Person;

(n) any agreement that is between (A) Mango or any Subsidiary thereof and (B) any directors, managers, officers or employees of Mango or any Subsidiary thereof (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements entered into in the ordinary course of business) or any other Affiliate of Mango, including all non-competition, severance and indemnification agreements; and

(o) any agreement that evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of Mango having an outstanding principal amount in excess of $200,000, other than those incurred in the ordinary course of business of Mango.

Except as disclosed in the Mango Disclosure Letter, with respect to each Mango Material Contract: (i) such Mango Material Contract is valid and binding and enforceable in all respects against Mango and/or its Subsidiaries, as the case may be, that is party thereto and, to the knowledge of Mango, against each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity), in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to the Mango, taken as a whole; (ii) the consummation of the Transaction and the Completion will not affect the validity or enforceability of any Mango Material Contract; (iii) neither Mango nor any Subsidiary thereof is in breach or default in any material respect as to any Mango Material Contract; (iv) to the knowledge of Mango, no other party to such Mango Material Contract is in breach or default in any material respect; (v) neither Mango nor any Subsidiary thereof has received written or, to the knowledge of Mango, oral notice of an intention by any party to any such Mango Material Contract to terminate such Mango Material Contract; and (vi) neither Mango nor any Subsidiary thereof has waived any material rights under any such Mango Material Contract. Each Mango Material Contract is valid and binding on Mango and, to the knowledge of Mango, on each other party thereto, and is in full force and effect, subject to bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity.

7.14 Mango Stockholder Approval

To the knowledge of Mango, no fact or circumstance exists that would reasonably be expected to prevent Mango from obtaining the Mango Stockholder Approval following Closing.

Mango has not entered into any voting agreement, proxy, irrevocable undertaking or similar arrangement that would impair its ability to seek and obtain the Mango Stockholder Approval.

7.15 Related Party Transactions

Except as disclosed in the Mango SEC Reports or the Mango Disclosure Letter, there are no transactions, arrangements or relationships between Mango and any director, executive officer, stockholder or other related person that are required to be disclosed under Item 404 of Regulation S-K and have not been so disclosed.

7.16 Brokers and Financial Advisors

Except as disclosed in the Mango Disclosure Letter, no broker, finder, investment banker, financial advisor or other Person is entitled to any brokerage, finder’s, advisory, success or similar fee or commission in connection with the Transaction based upon arrangements made by or on behalf of Mango for which Nuclea, ExchangeCo, Amalco or any of their respective Affiliates could become liable.

7.17 Transaction Exempt from U.S. Securities Act.

The Transaction is intended to be an transaction exempt from the registration requirements of the U.S. Securities Act pursuant to Regulation D promulgated thereunder (“Regulation D”). None of the Company, any of its affiliates (as defined in Rule 501(b) under the U.S. Securities Act) or any person acting on behalf of Mango or such affiliate will solicit any offer to buy or offer or sell the Exchangeable Shares by means of any form of general solicitation or general advertising within the meaning of Regulation D, including but not limited to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

7.18 Information Supplied

None of the information supplied or to be supplied in writing by Mango expressly for inclusion or incorporation by reference in any registration statement, proxy statement (including without limitation the Proxy Statement/Prospectus), information statement or other document required to be filed with the SEC or another Governmental Authority in connection with the Transaction or the Completion will:

(a) at the time the applicable document is filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or

(b) in the case of any registration statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Mango makes no representation or warranty under this Section 7.18 with respect to information supplied by or on behalf of Nuclea expressly for inclusion or incorporation by reference in any such document.

8. REPRESENTATIONS AND WARRANTIES OF NUCLEA

Except as disclosed in the disclosure letter of Nuclea delivered concurrently with this Agreement (the “Nuclea Disclosure Letter”) or in the Nuclea F-1 (as defined below), Nuclea represents and warrants to Mango as set out in this Article 8 and acknowledges that Mango is relying upon those representations and warranties in entering into this Agreement and completing the Transaction and the Completion.

Disclosure in the Nuclea F-1 shall qualify a representation or warranty in this Article 8 only to the extent that the applicability of the disclosure to the representation or warranty is reasonably apparent on its face, excluding any disclosure contained solely in a risk factor, forward-looking statement or other cautionary, predictive or forward-looking disclosure. “Nuclea F-1” means Nuclea’s Registration Statement on Form F-1 (Registration No. 333- 295006) filed on July 1, 2026 (with all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein. Mango acknowledges that the Nuclea F-1 has not been declared effective by the SEC.

The representations and warranties of Nuclea contained in this Agreement shall survive until the Completion.

8.1 Organization and Qualification

Nuclea is a corporation duly incorporated, validly existing and in good standing under the Laws of British Columbia and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Subsidiary of Nuclea is a corporation or other entity duly incorporated or otherwise formed, validly existing and in good standing under the Laws of the U.S. state or foreign in which it was formed, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Nuclea and each Subsidiary of Nuclea is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or registration necessary, except where the failure to be so qualified, licensed, registered or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Nuclea and its Subsidiaries taken as a whole.

8.2 Corporate Authorization; Enforceability

Nuclea has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is or will be a party, to perform its obligations thereunder and, subject to obtaining the Required Approvals, if required, to complete the Transaction and the Completion.

The execution and delivery by Nuclea of this Agreement and the completion by Nuclea of the Transaction and the Completion have been duly authorized by all necessary corporate action on the part of Nuclea, subject only to obtaining the Required Approvals, if required.

This Agreement has been duly executed and delivered by Nuclea and constitutes a legal, valid and binding obligation of Nuclea, enforceable against Nuclea in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity.

8.3 No Conflict; Consents

The execution and delivery by Nuclea of this Agreement and each Transaction Document to which it is or will be a party, the performance by Nuclea of its obligations thereunder and the completion of the Transaction do not and will not:

(a) contravene, conflict with or result in a violation of Nuclea’s articles, bylaws or other constating documents;

(b) assuming receipt of the approvals and completion of the filings contemplated by this Agreement, contravene, conflict with or result in a violation of any applicable Law or Order;

(c) result in a breach of, constitute a default under, or give rise to a right of termination, acceleration, amendment, payment or cancellation under any Nuclea Material Contract; or

(d) result in the creation of any Encumbrance on any material property or asset of Nuclea,

except, in the case of paragraphs (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Nuclea or materially impair or delay the completion of the Transaction or the Completion.

Except as set out in the Nuclea Disclosure Letter, no consent, approval, Order, authorization, registration or declaration of, or filing with, any Governmental Authority is required by Nuclea in connection with the execution and delivery of this Agreement or completion of the Transaction and the Completion, other than:

(a) filings with the SEC;

(b) filings, notifications or approvals required by Nasdaq (including, without limitation the Nasdaq Approval);

(c) the Nuclea Shareholder Approval, if and to the extent required;

(d) applicable filings under Canadian securities Laws; and

(e) such other consents, approvals, filings or notifications the failure of which to obtain or make would not reasonably be expected to materially impair or delay the completion of the Transaction and/or the Completion.

8.4 Capitalization

The authorized capital stock of Nuclea and the number of issued and outstanding shares of each class and series of capital stock of Nuclea, in each case as of the Execution Date, are accurately set out in the Nuclea Disclosure Letter.

The Nuclea Disclosure Letter sets out, as of the Execution Date, all outstanding Nuclea Shares and any common share equivalents and/or other rights, agreements or commitments that obligate Nuclea to issue, sell, transfer, repurchase or redeem any shares of its capital stock.

All outstanding Nuclea Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1, there are no outstanding:

(a) securities convertible into or exchangeable for shares of Nuclea;

(b) options, warrants or other rights to acquire shares of Nuclea;

(c) obligations of Nuclea to issue, sell, repurchase, redeem or otherwise acquire any securities of Nuclea; or

(d) stockholder agreements, voting trusts, proxies or similar agreements to which Nuclea is a party relating to the voting or transfer of any securities of Nuclea.

The Nuclea Disclosure Letter sets forth the effect of any change of control, fundamental transaction or other acceleration right affecting any of the Nuclea common share equivalents that result from the consummation of the Transaction and/or the Completion, with each disclosed separately. The Nuclea Disclosure Letter also identifies any provision(s) contained in any Nuclea securities that prohibits or in any way restricts Nuclea from entering into any Variable Rate Transaction.

Except as disclosed in the Nuclea Disclosure Letter, since the filing date of the Nuclea F-1, Nuclea has not issued any shares of capital stock, options, warrants, convertible securities or other rights to acquire securities of Nuclea, other than issuances expressly permitted under this Agreement.

Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1, there are no outstanding Variable Rate Transactions, equity lines, floating conversion instruments, convertible debt instruments or other securities containing anti-dilution, price reset or variable conversion features.

8.5 Nuclea F-1; Financial Statements

Nuclea has filed the Nuclea F-1, as to which the SEC has verbally confirmed that it has no more comments. Nuclea will use commercially reasonable efforts to withdraw the Nuclea F-1 upon the execution of this Agreement.

Nuclea has delivered or has made available to Mango or its representatives a true, correct and complete copy of the Nuclea F-1. As of July 1, 2026, the Nuclea F-1 complied in all material respects with the requirements of the Exchange Act and the U.S. Securities Act, as appropriate, and the rules and regulations of the SEC promulgated thereunder applicable to it, and the Nuclea F-1, at the time it was filed with the SEC, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of their respective dates, the financial statements of Nuclea included in Nuclea F-1 (the “Nuclea Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such Nuclea Financial Statements have been prepared in accordance with U.S. GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Nuclea Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or presented in summary) and fairly present in all material respects the financial position of Nuclea as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, which will not be material, either individually or in the aggregate). The reserves, if any, established by Nuclea or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by Nuclea on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by Nuclea in the Nuclea Financial Statements or otherwise. No other information provided by or on behalf of Nuclea to Mango which is not included in the Nuclea F-1 (including, without limitation, information provided for Mango’s due diligence purposes, and information referred to in this Agreement or in the Nuclea Disclosure Letter) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Nuclea is not currently contemplating to amend or restate any of the Nuclea Financial Statements (including, without limitation, any notes or any letter of the independent accountants of Nuclea with respect thereto) included in the Nuclea SEC Reports, nor is Nuclea currently aware of facts or circumstances which would require Nuclea to amend or restate any of the Nuclea Financial Statements, in each case, in order for any of the Nuclea Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. Nuclea has not been informed by its independent accountants that they recommend that Nuclea amend or restate any of the Nuclea Financial Statements or that there is any need for Nuclea to amend or restate any of the Nuclea Financial Statements.

8.6 Absence of Undisclosed Liabilities

Since the date of Nuclea’s most recent audited financial statements contained in the Nuclea F-1, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of Nuclea or any of its Subsidiaries. Since the date of Nuclea’s most recent audited financial statements contained in the Nuclea F-1, neither Nuclea nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither Nuclea nor any of its Subsidiaries has taken any steps to seek protection pursuant to any Law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does Nuclea or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Nuclea and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the Transaction and the Completion, will not be Insolvent.

Nuclea has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of Nuclea prepared in accordance with U.S. GAAP, other than:

(a) liabilities reflected or reserved against in the most recent consolidated balance sheet included in the Nuclea F-1;

(b) liabilities incurred in the ordinary course of business since the date of that balance sheet;

(c) liabilities incurred in connection with this Agreement or the Transaction or the Completion; and

(d) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Nuclea.

Without limiting the foregoing, the Nuclea Disclosure Letter and/or the Nuclea F-1 sets forth all material indebtedness, vendor payables, lease obligations, litigation obligations, severance obligations and other material liabilities of Nuclea and its Subsidiaries existing as of the Execution Date.

Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1, Nuclea is not party to any obligation which would reasonably be expected to require a payment or settlement in excess of US$100,000 following Closing.

8.7 Compliance with Laws

Nuclea is in compliance in all material respects with all Laws applicable to Nuclea and its business, properties and assets.

8.8 Litigation

Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1:

(a) there is no Claim pending or, to the knowledge of Nuclea, threatened that would reasonably be expected to result in liability to Nuclea exceeding US$100,000;

(b) there is no Claim pending or, to the knowledge of Nuclea, threatened which seeks to prevent, enjoin or materially delay the Transaction or the Completion;

Nuclea has disclosed all material litigation, arbitrations, investigations and regulatory proceedings involving Nuclea and its subsidiaries.

8.9 Legacy Obligations

Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1:

(a) Nuclea is not obligated to make any severance, change of control, retention, transaction bonus or similar payment as a result of the execution of this Agreement or execution of the Transaction and/or the Completion; and

(b) no current or former director, officer, employee or consultant of Nuclea is entitled to accelerated vesting, accelerated payments or similar benefits triggered by the Transaction and/or the Completion.

8.10 Disclosure Controls and Internal Control over Financial Reporting

Nuclea has established and maintains disclosure controls and procedures and internal control over financial reporting as required by the Exchange Act.

Nuclea’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by Nuclea in reports filed or furnished under the Exchange Act is recorded, processed, summarized and reported within the periods specified by applicable SEC rules and is accumulated and communicated to Nuclea’s management as appropriate to allow timely decisions regarding required disclosure.

Except as disclosed in the Nuclea F-1 or the Nuclea Disclosure Letter, Nuclea has not identified any material weakness in its internal control over financial reporting that has not been disclosed as required by applicable Law.

8.11 Material Adverse Effect; Orders

Except as disclosed in the Nuclea Disclosure Letter or the Nuclea F-1, there is no Claim pending or, to the knowledge of Nuclea, threatened against Nuclea or any of its properties or assets that:

(a) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Nuclea; or

(b) seeks to prevent, materially delay or materially impair the completion of the Transaction or the Completion.

Nuclea is not subject to any outstanding Order that would reasonably be expected to have a Material Adverse Effect on Nuclea or prevent, materially delay or materially impair the completion of the Transaction or the Completion.

8.12 Taxes

Except as disclosed in the Nuclea Disclosure Letter and/or the Nuclea F-1:

(a) Nuclea has timely filed all material Tax Returns required to be filed by it, and each such Tax Return is true, correct and complete in all material respects;

(b) Nuclea has timely paid all material Taxes due and payable by it, other than Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with U.S. GAAP;

(c) Nuclea has deducted, withheld and remitted all material amounts required to be deducted, withheld or remitted under applicable Tax Laws;

(d) no material audit, examination, assessment or other proceeding relating to Taxes of Nuclea is pending or, to the knowledge of Nuclea, threatened in writing; and

(e) Nuclea has not received any written claim from a Governmental Authority in a jurisdiction in which Nuclea does not file Tax Returns that Nuclea is or may be subject to taxation in that jurisdiction.

8.13 Material Contracts

The Nuclea Disclosure Letter and/or the Nuclea F-1 identifies all of the following agreements (each, a “Nuclea Material Contract”):

(a) any financing arrangement;

(b) any convertible security;

(c) any shelf registration statement;

(d) any ATM program;

(e) any equity line of credit;

(f) any registration rights agreement;

(g) the PIPE Financing or any other consummated or contemplated financing arrangement;

(h) any currently effective real estate lease to which Nuclea or a Subsidiary thereof is a party;

(i) any agreement that relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement;

(j) any agreement that involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $500,000 (other than in the ordinary course of business consistent with past practice) or relates to the disposition shares or other equity interests of Nuclea or any Subsidiary thereof or another Person, or relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of Nuclea , any Subsidiary thereof, or any of their respective business or material assets;

(k) any agreement that contains covenants that limit in any material respect the ability of Nuclea (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, other than in respect of customary non-disclosure agreements entered into by Nuclea in the ordinary course of business or (B) to purchase or acquire an interest in any other Person;

(l) any agreement that is between (A) Nuclea or any Subsidiary thereof and (B) any directors, managers, officers or employees of Nuclea or any Subsidiary thereof (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements entered into in the ordinary course of business) or any other Affiliate of Nuclea, including all non-competition, severance and indemnification agreements; and

(m) any agreement that evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of Nuclea having an outstanding principal amount in excess of $200,000, other than those incurred in the ordinary course of business of Nuclea.

Except as disclosed in the Nuclea Disclosure Letter, with respect to each Nuclea Material Contract: (i) such Nuclea Material Contract is valid and binding and enforceable in all respects against Nuclea and/or its Subsidiaries, as the case may be, that is party thereto and, to the knowledge of Nuclea, against each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity), in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to Nuclea, taken as a whole; (ii) the consummation of the Transaction and the Completion will not affect the validity or enforceability of any Nuclea Material Contract; (iii) neither Nuclea nor any Subsidiary thereof is in breach or default in any material respect as to any Nuclea Material Contract; (iv) to the knowledge of Nuclea, no other party to such Nuclea Material Contract is in breach or default in any material respect; (v) neither Nuclea nor any Subsidiary thereof has received written or, to the knowledge of Nuclea, oral notice of an intention by any party to any such Nuclea Material Contract to terminate such Nuclea Material Contract; and (vi) neither Nuclea nor any Subsidiary thereof has waived any material rights under any such Nuclea Material Contract. Each Nuclea Material Contract is valid and binding on Nuclea and, to the knowledge of Nuclea, on each other party thereto, and is in full force and effect, subject to bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity.

8.14 Nuclea Shareholder Approval

To the knowledge of Nuclea, no fact or circumstance exists that would reasonably be expected to prevent Nuclea from obtaining the Nuclea Shareholder Approval prior to the Effective Time.

Nuclea has not entered into any voting agreement, proxy, irrevocable undertaking or similar arrangement that would impair its ability to seek and obtain the Nuclea Shareholder Approval.

8.15 Related Party Transactions

Except as disclosed in the Nuclea F-1 or the Nuclea Disclosure Letter, there are no transactions, arrangements or relationships between Nuclea and any director, executive officer, stockholder or other related person that are required to be disclosed under Item 404 of Regulation S-K and have not been so disclosed.

8.16 Brokers and Financial Advisors

Except as disclosed in the Nuclea Disclosure Letter, no broker, finder, investment banker, financial advisor or other Person is entitled to any brokerage, finder’s, advisory, success or similar fee or commission in connection with the Transaction based upon arrangements made by or on behalf of Nuclea for which Mango, ExchangeCo, Amalco or any of their respective Affiliates could become liable.

8.17 Residence and Tax Status of Nuclea Shareholders

As soon as practicable after the Execution Date, Nuclea shall provide to Mango a schedule that identifies, based solely on information provided to Nuclea by each holder, whether each registered holder of Nuclea Shares has represented that the holder is resident or non-resident in Canada for purposes of the Income Tax Act (Canada).

Nuclea does not make any representation or warranty regarding the accuracy of information supplied by a Nuclea Shareholder, except that the aforementioned schedule will accurately reflect the information actually supplied to Nuclea.

8.18 Accredited Investors

Nuclea has delivered, or prior to Closing shall deliver, evidence reasonably satisfactory to Mango that each recipient of Exchangeable Shares is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act.

8.19 Title to Assets

Nuclea has good and valid title to, or a valid leasehold or licensed interest in, all material tangible properties and assets used in the conduct of its business, free and clear of all Encumbrances other than Permitted Encumbrances.

All material tangible assets of Nuclea are in operating condition and repair, ordinary wear and tear excepted, and are suitable in all material respects for the purposes for which they are presently used.

8.20 Employment and Benefit Matters

The Nuclea Disclosure Letter and/or the Nuclea F-1 identifies:

(a) each material employment, consulting, management, change-of-control, retention, bonus or severance agreement to which Nuclea is a party;

(b) each material employee benefit, pension, retirement, equity incentive, bonus, deferred compensation, health, welfare or similar plan maintained or contributed to by Nuclea; and

(c) each employee or individual consultant of Nuclea whose annual compensation exceeds US$250,000.

Nuclea is in material compliance with all applicable employment, labor, human rights, occupational health and safety, pay equity and employment standards Laws.

Except as disclosed in the Nuclea Disclosure Letter:

(a) no material labor dispute, strike, lockout, grievance or unfair labor practice proceeding is pending or, to the knowledge of Nuclea, threatened;

(b) Nuclea is not party to or bound by any collective bargaining agreement; and

(c) completion of the Transaction will not, by itself, result in any material payment, benefit, acceleration of vesting or increase in compensation payable to any employee, officer, director or consultant of Nuclea.

8.21 Corporate Records

The minute books, securities registers and other corporate records of Nuclea made available to Mango are complete and accurate in all material respects and contain copies of:

(a) Nuclea’s notice of articles and articles and all amendments thereto;

(b) the minutes of meetings and written resolutions of Nuclea’s shareholders and board of directors;

(c) Nuclea’s central securities register; and

(d) the registers of directors and officers, if any, required to be maintained under applicable Law.

8.22 Information Supplied

None of the information supplied or to be supplied in writing by Nuclea expressly for inclusion or incorporation by reference in any registration statement, proxy statement (including without limitation the Registration Statement), information statement or other document required to be filed with the SEC or another Governmental Authority in connection with the Transaction or the Completion will:

(a) at the time the applicable document is filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or

(b) in the case of any registration statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Nuclea makes no representation or warranty under this Section 8.19 with respect to information supplied by or on behalf of Nuclea expressly for inclusion or incorporation by reference in any such document.

9. COVENANTS

9.1 Covenants of Nuclea

From the date hereof until Completion, Nuclea shall, except as contemplated by this Agreement or consented to in advance in writing by Mango:

9.2 Covenants of Mango

From the date hereof until Completion, Mango shall, except as contemplated by this Agreement or consented to in advance in writing by Nuclea:

9.3 Covenants of Mango Relating to the Exchangeable Shares

Mango shall and, where appropriate, shall cause ExchangeCo and CallCo to:

9.4 Certain Mutual Covenants

Each Party shall:

9.5 Access and Confidentiality

From the Execution Date until the earlier of Closing and termination of this Agreement in accordance with Article 12, each of Mango and Nuclea shall, upon reasonable notice and during normal business hours, provide the other Party and its representatives with reasonable access to its books, records, contracts, personnel and properties for due diligence and integration planning purposes, subject to the obligation of all Parties to keep all such materials confidential for a period of two years after Completion or earlier termination of this Agreement, except as to any such material that (i) is or becomes publicly available other than as a result of a disclosure by the receiving party, (ii) is or becomes available to the receiving party or any of its representatives on a non-confidential basis from a third-party, (iii) is known to the receiving party or any of its representatives prior to disclosure by the disclosing party or any of its Representatives, or (iv) is or has been independently developed by the Receiving Party and/or its representatives without use of or reference to any confidential information furnished to it by the disclosing party.

9.6 No Solicitation

From the Execution Date until the earlier of Completion and termination of this Agreement in accordance with Article 12, each of Mango and Nuclea shall not, and shall cause its directors, officers, employees, agents and representatives not to, directly or indirectly:

other than the Transaction, subject to any fiduciary-out provisions expressly set out in this Agreement or required under applicable Law.

9.7 Mango Legacy Matters

Not later than two (2) Business Days prior to each of the Closing and the Completion, Mango shall deliver to Nuclea evidence satisfactory to Nuclea, acting reasonably, regarding the treatment of the following matters:

Mango shall:

10. CONDITIONS

10.1 Mutual Conditions

The obligations of the Parties to complete the Transaction (including the Completion) are subject to the satisfaction, on or before the Effective Date, of the following conditions, any of which may be waived jointly by Mango and Nuclea:

(a) Each Party shall have satisfied all conditions and covenants contained in this Agreement applicable to and to be satisfied by such Party;

(b) the entities required to implement the Transaction and the Transaction Documents shall have been duly formed and shall be validly existing;

(c) the Mango Special Voting Share shall have been validly authorized and issued;

(d) the organizational and structural arrangements contemplated by the Transaction Documents shall have been completed;

(e) the Transaction Documents required to be entered into on or prior to Closing shall have been duly executed and delivered by the applicable parties and shall be effective in accordance with their terms.

(f) The Nuclea Shareholder Approval shall have been obtained;

(g) the board of directors of Nuclea shall have approved this Agreement, the Transaction, the Amalgamation and the execution and delivery of the Amalgamation Agreement;

(h) Mango shall have caused the board of directors of Amalco Sub, upon its incorporation, to approve this Agreement, the Transaction, the Amalgamation and execution and delivery of the Amalgamation Agreement;

(i) the board of directors of Mango shall have approved this Agreement and the Transaction;

(j) no Law or Order shall be in effect that prohibits or makes illegal the consummation of the Transaction;

(k) the PIPE Financing documentation shall have been finalized and executed, the full proceeds for the PIPE Financing in an amount not less than the PIPE Minimum Amount shall have been deposited into the Escrow Account, and the proceeds in the Escrow Account shall have been released to Mango simultaneously with or immediately after the Closing, but in no event later than the Effective Date;

(l) all required Governmental Authority consents, approvals, and expirations or terminations of applicable waiting periods shall have been obtained or shall have occurred, including any applicable Investment Canada Act, Competition Act (Canada), or Hart-Scott-Rodino Act clearances;

(m) Mango shall remain current in all material respects with its SEC reporting obligations through and including the date of Completion;

(n) no later than August 3, 2026, Mango shall have obtained a second 180-day grace period for compliance with the Nasdaq minimum bid price requirement in accordance with Nasdaq Rule 5810;

(o) Mango shall be in compliance with all Nasdaq continued listing requirements (other than the minimum bid price requirement) both immediately prior to and after giving effect to the Closing; Nasdaq shall not have delivered any letter or other communication to Mango relating to any deficiency or delisting; and Nasdaq shall not have objected to the completion of the Transaction, the implementation of the Exchangeable Share structure or the Nasdaq Cap contemplated by this Agreement and the Transaction Documents.

10.2 Additional Conditions in Favour of Mango

The obligation of Mango to complete the Transaction is subject to the additional conditions, which may be waived by Mango in its sole discretion, that the representations and warranties of Nuclea in Article 8 are true and correct in all material respects as of the Effective Date, Nuclea shall have performed in all material respects its covenants under Article 9, and there shall have been no Material Adverse Effect in respect of Nuclea since the date of this Agreement.

For greater certainty, the obligations of Nuclea to complete the Transaction shall also be subject to:

(a) Mango having received, in form and substance reasonably satisfactory to Mango and its legal counsel, accredited investor representations from each holder of Nuclea Shares confirming such holder’s status as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act, or such other evidence as Mango and its legal counsel may reasonably require to establish the availability of an exemption from the registration requirements of the U.S. Securities Act in respect of the issuance of the consideration securities contemplated by the Transaction; and

(b) the execution by Mango, Nuclea and Jacob D. Cohen of the Cohen Executive Agreements and the satisfaction of all obligations contained therein that are required to be completed prior to the Closing.

10.3 Additional Conditions in Favour of Nuclea

The obligation of Nuclea to complete the Transaction is subject to the additional condition, which may be waived by Nuclea in its sole discretion, that the representations and warranties of Mango in Article 7 are true and correct in all material respects as of the Effective Date, Mango shall have performed in all material respects its covenants under Article 9, and there shall have been no Material Adverse Effect in respect of Mango since the date of this Agreement.

For greater certainty, the obligations of Nuclea to complete the Transaction shall also be subject to:

(a) the Mango Voting Support Agreements covering not less than nine million one hundred nineteen thousand eight hundred twenty three (9,119,823) shares of Mango Common Stock having been executed and delivered not later than the Effective Time and being in full force and effect;

(b) the holder of Mango Series B Preferred having executed and delivered a waiver of certain provisions contained therein, to the satisfaction of Nuclea, in a form to be agreed in good faith by the Parties prior to Closing (the “Series B Preferred Waiver”) not later than the Effective Time;

(c) Mango shall have amended its bylaws so as to reduce the shareholder meeting quorum requirement from 50% to 33-1/3% not later than the Effective Time, and shall provide to Nuclea satisfactory evidence thereof issued by the TBOC;

(d) Mango shall have filed a certificate of designation relating to the Mango Special Voting Share, and shall have made all other filings required under the TBOC that are necessary to create and effectuate the Mango Special Voting Share not later than the Effective Time;

(e) the Nasdaq Cap being reflected in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement; and

(f) the post-Closing board composition arrangements contemplated by Section 5.2 being effective at Closing and at Completion, respectively.

11. CLOSING AND COMPLETION

11.1 Closing Matters

Subject to satisfaction or waiver of the conditions in Article 10, Closing shall take place remotely by electronic exchange of documents and signatures, or at such other place as the Parties may agree, on the Effective Date. At Closing, the Parties shall deliver, or cause to be delivered, all certificates, resolutions, articles of Amalgamation, and ancillary agreements contemplated by this Agreement and the Amalgamation Agreement.

At the Closing:

11.2 Post-Closing Required Approvals

As promptly as practicable after the Closing, Mango and Nuclea shall jointly prepare, and Mango shall file with the SEC (at the sole cost and expense of Mango with respect to any applicable SEC filing fees and/or registration fees) a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Mango Common Stock issuable pursuant to the rights and arrangements contemplated by the Exchangeable Share structure and the Transaction Documents, which Registration Statement will also contain a proxy statement of Mango (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Mango stockholders for the matters to be acted upon at the Mango Stockholder Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Mango stockholders to vote, at the Mango Stockholder Meeting to be called and held for such purpose, in favor of resolutions approving the following proposals (collectively, the “Mango Proposals”):

In connection with the Registration Statement, Mango and Nuclea will file with the SEC financial and other information about the Transactions. Mango shall cooperate and provide Nuclea and its legal counsel with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto, and any material correspondence with the SEC or Nasdaq relating thereto, and will obtain Nuclea’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. Mango shall obtain Nuclea’s prior written consent (not to be unreasonably withheld, conditioned or delayed) prior to filing any material response to comments received from the SEC relating to Nuclea, the Transaction, the Exchangeable Share structure, the Exchangeable Shares or any disclosure relating to Nuclea contained in the Registration Statement or Proxy Statement. Mango shall promptly provide Nuclea and its legal counsel with copies of all written comments received from the SEC or Nasdaq relating to the Transaction, the Registration Statement, the Proxy Statement, the Exchangeable Share structure or the Nasdaq Approval, and all proposed responses thereto, and shall provide Nuclea and its legal counsel with a reasonable opportunity to review and comment thereon prior to submission. Nuclea shall provide Mango with such reasonable information concerning Nuclea and its Subsidiaries that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.

Mango shall use commercially reasonable efforts to respond promptly to any comments received from the SEC and to obtain the Mango Stockholder Approval as promptly as reasonably practicable following completion of any required SEC review process. Mango also shall use commercially reasonable efforts to file with Nasdaq a new listing application relating to the Mango Common Stock contemplated by the Transaction Documents (the “Nasdaq Approval”).

Mango shall not withdraw, materially amend or modify any of the Mango Proposals, adjourn or cancel the Mango Stockholder Meeting, withdraw or materially modify any filing relating to the Nasdaq Approval, or settle any matter with the SEC or Nasdaq that would reasonably be expected to adversely affect Nuclea, the Exchangeable Shareholders, the Exchangeable Share structure or the Completion, without the prior written consent of Nuclea, not to be unreasonably withheld, conditioned or delayed.

Mango shall keep Nuclea reasonably informed regarding all substantive communications with the SEC and Nasdaq relating to the Registration Statement, the Proxy Statement, the Exchangeable Share structure, the Nasdaq Cap, the Nasdaq Approval and the Completion and shall promptly provide Nuclea with copies of any material written correspondence relating thereto.

Until the Required Approvals have been obtained, Mango, CallCo, ExchangeCo and the Trustee shall administer the Exchangeable Shares, the Mango Special Voting Share, the Support Agreement and the Voting and Exchange Trust Agreement in compliance with the Nasdaq Cap.

Promptly following receipt of the Required Approvals, Mango shall take all actions necessary or advisable to remove the restrictions arising from the Nasdaq Cap and to give full effect to the rights and arrangements contemplated by the Exchangeable Share Provisions, the Support Agreement, the Voting and Exchange Trust Agreement and the other Transaction Documents that were previously limited or deferred by the Nasdaq Cap (such actions are referred to collectively as the “Completion”).

11.3 Completion

Promptly upon receipt of the Required Approvals, the Completion shall occur, as follows:

11.4 [Reserved.]

12. TERMINATION

12.1 Termination Rights

This Agreement may be terminated at any time prior to the Effective Date:

provided that Mango shall not be entitled to terminate this Agreement pursuant to this Section 12.1(d) if Mango is then in material breach of this Agreement;

provided that Nuclea shall not be entitled to terminate this Agreement pursuant to this Section 12.1(e) Nuclea is then in material breach of this Agreement.

12.2 Effect of Termination

If this Agreement is terminated in accordance with Section 12.1, this Agreement shall become void and have no further force or effect, except that Section 9.5 (Access and Confidentiality), Section 12.2 and Article 13 (General) shall survive termination, and no Party shall be relieved of liability for any willful breach of this Agreement occurring prior to termination.

13. GENERAL

13.1 Notices

Any notice, consent or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, email (with confirmation of receipt), or overnight courier, to the address of the relevant Party set out in the preamble or such other address as such Party may designate by notice given in accordance with this Section 13.1. Copies of such notices shall be given as follows:

Mangoceuticals, Inc.

17130 N. Dallas Parkway, Suite 240

Dallas, Texas 75248

Attention: Jacob D. Cohen, Chief Executive Officer

Email: jacob@mangorx.com

Loeb & Loeb LLP

10100 Santa Monica Boulevard

Suite 2200

Los Angeles, CA 90067

Attention: Lawrence Venick, Esq.

Email: lvenick@loeb.com

13.2 Expenses

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses (including legal, accounting and financial advisory fees) incurred in connection with this Agreement and the Transaction, whether or not the Transaction is completed.

13.3 Time of the Essence

Time is of the essence in this Agreement.

13.4 Entire Agreement

This Agreement, together with the Schedules hereto and the confidentiality agreement referenced in Section 9.5, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

13.5 Further Assurances

Each Party shall, from time to time and at all times, do all such further acts and execute and deliver all such further documents as may reasonably be required to give full effect to this Agreement.

13.6 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable therein, without regard to conflict-of-laws principles.

Notwithstanding the foregoing:

13.7 Execution in Counterparts

This Agreement may be executed in counterparts (including by electronic signature or PDF), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13.8 Waiver

No waiver of any provision of this Agreement shall be binding unless executed in writing by the Party to be bound, and no such waiver shall be deemed a waiver of any other provision or of the same provision on a future occasion.

13.9 No Personal Liability

No past, present or future director, officer, employee, shareholder, member, partner, manager, agent or representative of any Party shall have any personal liability under this Agreement.

13.10 Enurement and Assignment

This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns. No Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Parties, except that Mango may assign its rights (but not its obligations, absent assumption) to an Affiliate.

13.11 Amendment

This Agreement may be amended only by a written instrument executed by all Parties, provided that, following the Effective Date, no amendment that adversely affects the rights of Exchangeable Shareholders shall be effective without the consent required under the Voting and Exchange Trust Agreement.

13.12 Third Party Beneficiaries

Except as expressly provided in this Agreement (including with respect to Exchangeable Shareholders’ rights under the Schedules), this Agreement is not intended to, and does not, confer any rights or remedies on any Person other than the Parties.

13.13 Public Announcements

The Parties shall issue a joint press release announcing the execution of this Agreement, in a form to be mutually agreed, and shall cooperate on the timing and content of any related SEC or Canadian securities filings (including any Form 8-K). Each Party shall provide the other Party and its legal counsel with a reasonable opportunity to review and comment on any such press release, filing or public disclosure prior to its issuance or filing. No such press release, filing or public disclosure relating to the Transaction shall be issued or filed without first providing the other Party and its legal counsel a reasonable opportunity to review and comment thereon, and the filing Party shall consider any such comments in good faith.

13.14 Specific Performance

The Parties agree that irreparable harm would occur if any provision of this Agreement were not performed in accordance with its terms, and accordingly each Party shall be entitled to seek specific performance and injunctive or other equitable relief, in addition to any other remedy at law or in equity.

13.15 Language

The Parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto, have been and shall be drawn up in the English language only.

[SIGNATURE PAGE FOLLOWS]

BUSINESS COMBINATION AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

Schedule A - Principal Nuclea Shareholders

Vinayak Ashok Gunda

Sagar Sanghera

Schedule B - Mango Principals

Jacob D. Cohen

Schedule C - Form of Cohen Executive Agreements

RELEASE AND SEPARATION AGREEMENT

This Release and Separation Agreement (this “Agreement”) is entered into as of July 29, 2026 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Executive”).

RECITALS

WHEREAS, Executive is employed as the Chief Executive Officer of the Company pursuant to that certain Amended and Restated Executive Employment Agreement dated December 13, 2024 (the “Employment Agreement”); and

WHEREAS, the Company is entering into a business combination (the “Transaction”) with Nuclea Energy Inc. (“Nuclea”), pursuant to a Business Combination Agreement executed contemporaneously herewith (the “BCA”), which, upon Completion shall constitute a Change of Control under the Employment Agreement; and

WHEREAS, in connection with the Transaction, Upon the Closing, Executive will transition from his position as Chief Executive Officer to the position of President of the Company;

WHEREAS, Executive, as a result of Executive’s transition to President and the ultimate Change of Control, is entitled to certain severance payments under the Employment Agreement, and the parties desire to memorialize the terms of Executive’s separation and Executive’s release of claims in connection therewith; and

WHEREAS, all capitalized terms which are not defined herein shall have the meanings ascribed to them in the BCA;

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

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Release and Separation Agreement as of the date first written above.

MANGOCEUTICALS, INC.

EXECUTIVE

_____________________________

Jacob Cohen

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into as of August __, 2026 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Consultant”).

RECITALS

WHEREAS, Consultant has served as the Chief Executive Officer of the Company and possesses substantial knowledge, expertise, and experience regarding the Company’s business operations; and

WHEREAS, in connection with the merger transaction between the Company and Nuclea Energy Inc. (the “Transaction”), the Company and Executive have executed a release and separation agreement to, among other things, terminate Executive’s employment agreement (the “Separation Agreement”); and the Company and Executive mutually desire the Company to engage Consultant to serve as President of the Company and to provide consulting and advisory services to the Company;

WHEREAS, Consultant desires to provide such consulting services to the Company upon the terms and conditions set forth herein; and

WHEREAS, all capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Separation Agreement;

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

[Signature page follows]

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

Schedule D — Exchangeable Share Provisions of ExchangeCo

PROVISIONS ATTACHING TO THE EXCHANGEABLE SHARES

The Exchangeable Shares in the capital of [●] ExchangeCo ULC (“ExchangeCo”) shall have the following rights, privileges, restrictions and conditions.

For the purposes of these Exchangeable Share Provisions:

“Act” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, together with the regulations made thereunder, in each case as amended from time to time;

“Affiliate” has the meaning ascribed thereto in the Securities Act (British Columbia);

“Amalgamation” means the amalgamation of Amalco Sub and Nuclea under the Act on the terms set out in the Business Combination Agreement and the Amalgamation Agreement;

“Amalgamation Agreement” means the amalgamation agreement entered into among Nuclea, Amalco Sub and ExchangeCo on [●], 2026;

“Amalco Sub” means [●] Amalco Sub Inc., a corporation incorporated under the laws of British Columbia and a direct wholly owned subsidiary of ExchangeCo;

“Automatic Exchange Right” has the meaning ascribed thereto in the Voting and Exchange Trust Agreement;

“Board of Directors” means the board of directors of ExchangeCo;

“Business Combination Agreement” means the business combination agreement dated as of July 29, 2026 among Mango, Nuclea, CallCo, ExchangeCo, Amalco Sub and the other parties thereto, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia or Dallas, Texas;

“CallCo” means [●] CallCo ULC, a British Columbia unlimited liability company and a direct wholly owned subsidiary of Mango;

“Canadian Dollar Equivalent” means, at any date, in respect of any amount expressed in a currency other than Canadian dollars (the “Foreign Currency Amount”), the product obtained by multiplying: (i) the Foreign Currency Amount by (ii) the daily exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, if such daily exchange rate is not available, the average daily exchange rate during the period of 20 consecutive Business Days ending on the third Business Day immediately preceding such date for such foreign currency expressed in Canadian dollars;

“Closing” has the meaning ascribed thereto in the Business Combination Agreement;

“Common Shares” means the common shares in the capital of ExchangeCo;

“Current Market Price” means, in respect of a share of Mango Common Stock on any date, the average closing sale price of a share of Mango Common Stock Nasdaq during the period of 20 consecutive trading days ending on the third trading day immediately preceding such date or, if the Mango Common Stock is not then listed on Nasdaq, on such other stock exchange or automated quotation system on which the Mango Common Stock is principally listed or quoted, as selected by the Board of Directors for such purpose; provided that, if the Board of Directors determines in good faith that the public distribution or trading activity of the Mango Common Stock during such period does not reflect the fair market value of a share of Mango Common Stock, the Current Market Price shall be determined by the Board of Directors, acting in good faith and based upon the advice of such qualified independent financial advisor as it considers appropriate, and any such determination shall be conclusive and binding absent manifest error;

“Effective Date” means the date shown on the certificate of amalgamation issued under the Act giving effect to the Amalgamation;

“Encumbrance” means any mortgage, charge, pledge, lien, security interest, adverse claim or other encumbrance or restriction of any kind;

“Exchangeable Share Consideration” means, with respect to each Exchangeable Share acquired, redeemed, retracted, purchased or automatically exchanged:

in each case subject to adjustment in accordance with these Exchangeable Share Provisions and less any amount required to be deducted or withheld under applicable Law; provided that all shares of Mango Common Stock delivered as part of the Exchangeable Share Consideration shall be duly authorized, validly issued, fully paid and non-assessable and shall be delivered free and clear of any Encumbrance arising by, through or under Mango, CallCo or ExchangeCo;

“Exchangeable Share Price” means, at any time and in respect of each Exchangeable Share, an amount equal to the aggregate of:

“Exchange Right” has the meaning ascribed thereto in the Voting and Exchange Trust Agreement;

“Exchangeable Share Provisions” means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares set out herein;

“Exchangeable Share Voting Event” means any matter in respect of which holders of Exchangeable Shares are entitled to vote as shareholders of ExchangeCo, other than an Exempt Exchangeable Share Voting Event, and, for greater certainty, excludes any matter in respect of which holders of Exchangeable Shares are entitled to vote, or instruct the Trustee to vote, in their capacity as beneficiaries under the Voting and Exchange Trust Agreement;

“Exchangeable Shareholders” means, at any time, the registered holders of Exchangeable Shares, other than Mango, CallCo, ExchangeCo and their respective Affiliates;

“Exchangeable Shares” means the exchangeable shares in the capital of ExchangeCo having the rights, privileges, restrictions and conditions set out herein;

“Exempt Exchangeable Share Voting Event” means any matter in respect of which holders of Exchangeable Shares are entitled to vote as shareholders of ExchangeCo to approve or disapprove, as applicable, any change to, or in the rights of the holders of, the Exchangeable Shares, where such approval or disapproval is required to maintain the economic equivalence of the Exchangeable Shares and the Mango Common Stock;

“Law” means any applicable domestic or foreign federal, state, provincial, territorial, municipal or local statute, law, ordinance, rule, regulation, by-law, Order or other requirement having the force of law, including the rules and requirements of Nasdaq;

“Liquidation Amount” has the meaning ascribed thereto in Section 6(a);

“Liquidation Call Purchase Price” has the meaning ascribed thereto in Section 6(d);

“Liquidation Call Right” has the meaning ascribed thereto in Section 6(d);

“Liquidation Date” has the meaning ascribed thereto in Section 6(a);

“Mango” means Mangoceuticals, Inc., a corporation incorporated under the laws of the State of Texas;

“Mango Common Stock” means the common stock, par value US$0.0001 per share, of Mango;

“Mango Control Transaction” shall be deemed to have occurred if, other than in connection with the transactions contemplated by the Business Combination Agreement:

“Mango Dividend Declaration Date” means the date on which the board of directors of Mango declares any dividend or other distribution on the Mango Common Stock;

“Mango Special Voting Share” means the one share of special voting stock of Mango issued to and held by the Trustee pursuant to the Voting and Exchange Trust Agreement for the benefit of the Exchangeable Shareholders;

“Mango Stockholder Approval” has the meaning ascribed thereto in the Business Combination Agreement;

“Nasdaq” means The Nasdaq Stock Market LLC;

“Nasdaq Approval” has the meaning ascribed thereto in the Business Combination Agreement;

“Nasdaq Cap” means, until the Required Approvals have been obtained, the maximum number of shares of Mango Common Stock that may be issued or delivered, and the maximum voting power that may be exercised, in connection with the Exchangeable Shares and the transactions contemplated by the Transaction Documents without obtaining the Required Approvals under applicable Nasdaq requirements, in each case as determined by Mango, acting reasonably and after consultation with its Nasdaq counsel; provided that the Nasdaq Cap shall initially be based on 19.99% of the Mango Common Stock and voting power outstanding immediately prior to Closing and shall be adjusted to the extent required by applicable Law or Nasdaq requirements;

“Nuclea” means Nuclea Energy Inc., a corporation existing under the laws of British Columbia;

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a governmental or regulatory authority;

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, association, trust, trustee, executor, administrator, legal representative, government or governmental or regulatory authority, or any other entity, whether or not having legal status;

“Redemption Call Purchase Price” has the meaning ascribed thereto in Section 8(d);

“Redemption Call Right” has the meaning ascribed thereto in Section 8(d);

“Redemption Date” means the date, if any, established by the Board of Directors for the redemption by ExchangeCo of all, but not less than all, of the outstanding Exchangeable Shares, other than Exchangeable Shares held by Mango, CallCo or their respective Affiliates, which date shall be no earlier than the [seventh anniversary] of the Effective Date, unless:

“Redemption Price” has the meaning ascribed thereto in Section 8(a);

“Required Approvals” means the Mango Stockholder Approval and the Nasdaq Approval;

“Retracted Shares” has the meaning ascribed thereto in Section 7(a)(i)(B)(1);

“Retraction Call Notice” has the meaning ascribed thereto in Section 7(b)(ii);

“Retraction Call Right” has the meaning ascribed thereto in Section 7(a)(i)(B)(3);

“Retraction Call Right Purchase Price” has the meaning ascribed thereto in Section 7(b)(i);

“Retraction Date” has the meaning ascribed thereto in Section 7(a)(i)(B)(2);

“Retraction Price” has the meaning ascribed thereto in Section 7(a)(i);

“Retraction Request” has the meaning ascribed thereto in Section 7(a)(i)(B);

“Support Agreement” means the support agreement to be entered into among Mango, CallCo and ExchangeCo substantially in the form attached as Schedule F to the Business Combination Agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

“Transaction Documents” has the meaning ascribed thereto in the Business Combination Agreement;

“Transfer Agent” means [●], or such other Person as may from time to time be appointed by ExchangeCo as registrar and transfer agent for the Exchangeable Shares;

“Trustee” means [●] Trust Company or such other corporate trustee or third-party trustee as Mango and Nuclea may agree, acting in its capacity as trustee under the Voting and Exchange Trust Agreement, and includes any successor trustee appointed thereunder; and

“Voting and Exchange Trust Agreement” means the voting and exchange trust agreement to be entered into among Mango, CallCo, ExchangeCo and the Trustee substantially in the form attached as Schedule G to the Business Combination Agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

Subject to Section 4 hereof, the Exchangeable Shares shall be entitled to a preference over the Common Shares and any other shares of ExchangeCo ranking junior to the Exchangeable Shares: (a) with respect to the payment of dividends and other distributions, to the extent provided in Section 3; and (b) with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of ExchangeCo, whether voluntary or involuntary, or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, to the extent provided in Section 6.

A holder of an Exchangeable Share shall be entitled to receive, and the Board of Directors shall, subject to applicable Law, on each Mango Dividend Declaration Date, declare, a dividend or other distribution on each Exchangeable Share:

Such dividends or other distributions shall be paid out of money, assets or property of ExchangeCo properly applicable to the payment of dividends or other distributions, out of authorized but unissued shares of ExchangeCo or through a subdivision, redivision or change of the outstanding Exchangeable Shares, as applicable. The holders of Exchangeable Shares shall not be entitled to any dividends or other distributions other than or in excess of the dividends or other distributions provided for in this Section 3(a).

Any cash dividend or other cash distribution contemplated by Section 3(a)(i) shall be paid by cheque, electronic funds transfer or such other method as ExchangeCo may determine. Payment in accordance with the foregoing shall satisfy the applicable cash dividend or other cash distribution unless such payment is not honoured or otherwise completed.

Certificates, direct registration statements or other written evidence of the applicable book-entry issuance or transfer shall be delivered in respect of any stock dividend or other distribution contemplated by Section 3(a)(ii) or any subdivision, redivision or change of the Exchangeable Shares contemplated by Sections 3(a)(ii) and 3(f). The delivery of such certificates, statements or other written evidence shall satisfy the applicable stock dividend or other distribution.

Any other property in respect of a dividend or other distribution contemplated by Section 3(a)(iii) shall be issued, distributed or transferred by ExchangeCo in such manner as ExchangeCo may determine, and such issuance, distribution or transfer to each holder of Exchangeable Shares shall satisfy the applicable dividend or other distribution.

Subject to applicable Law relating to unclaimed property, no holder of an Exchangeable Share shall be entitled to recover by action or other legal process against ExchangeCo any dividend or other distribution that remains unclaimed for a period of [six] years from the date on which such dividend or other distribution became payable.

The record date for determining the holders of Exchangeable Shares entitled to receive any dividend or other distribution declared under Section 3(a), and the payment date for such dividend or other distribution, shall be the same as the record date and payment date, respectively, for the corresponding dividend or other distribution declared on the Mango Common Stock.

The record date for determining the holders of Exchangeable Shares entitled to receive Exchangeable Shares in connection with any subdivision, redivision or change of the Exchangeable Shares under Sections 3(a)(ii) and 3(f), and the effective date of such subdivision, redivision or change, shall be the same as the record date and payment date, respectively, for the corresponding stock dividend or other distribution declared on the Mango Common Stock.

If, on any payment date, a dividend or other distribution declared on the Exchangeable Shares under Section 3(a) is not paid in full on all outstanding Exchangeable Shares, the unpaid portion shall remain payable and shall be paid on such subsequent date or dates as the Board of Directors determines, subject to ExchangeCo having sufficient money, assets or property properly applicable to such payment.

The Board of Directors shall determine in good faith, with the assistance of such financial, tax or other advisors as it considers appropriate, economic equivalence for the purposes of these Exchangeable Share Provisions. Each such determination shall be conclusive and binding on ExchangeCo and its shareholders absent manifest error. In making any such determination, the Board of Directors shall consider, without excluding any other factors it considers relevant:

If a stock dividend is declared on the Mango Common Stock and is payable in Mango Common Stock, the Board of Directors may, in lieu of declaring the corresponding stock dividend contemplated by Section 3(a)(ii) on the Exchangeable Shares and subject to applicable Law and receipt of any required regulatory approvals, subdivide, redivide or change each issued and unissued Exchangeable Share on the basis that each Exchangeable Share outstanding immediately before such subdivision, redivision or change becomes a number of Exchangeable Shares equal to the sum of:

Such subdivision, redivision or change shall become effective on the payment date for the corresponding stock dividend declared on the Mango Common Stock without any further act or formality on the part of ExchangeCo or any holder of Exchangeable Shares.

So long as any of the Exchangeable Shares are outstanding, ExchangeCo shall not, without the approval of the holders of the Exchangeable Shares given in accordance with Section 12(b):

provided that the restrictions in this Section 4 shall not apply if all dividends and other distributions on the outstanding Exchangeable Shares corresponding to dividends or other distributions declared and paid on the Mango Common Stock have been declared and paid in full on the Exchangeable Shares before or contemporaneously with the applicable action referred to in this Section 4.

Subject to applicable Law, the Automatic Exchange Right and the Liquidation Call Right, upon the liquidation, dissolution or winding-up of ExchangeCo, whether voluntary or involuntary, or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled to receive from the assets of ExchangeCo, in respect of each Exchangeable Share held by such holder on the effective date of such liquidation, dissolution, winding-up or other distribution (the “Liquidation Date”), before any distribution of any part of the assets of ExchangeCo among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share equal to the Exchangeable Share Price applicable on the last Business Day immediately preceding the Liquidation Date (the “Liquidation Amount”), which shall be satisfied in full by ExchangeCo delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Liquidation Amount, subject to Section 5.

Provided that the Automatic Exchange Right has not been exercised and the Liquidation Call Right has not been exercised by CallCo, ExchangeCo shall, on or promptly after the Liquidation Date, deliver or cause to be delivered to each holder of Exchangeable Shares the Liquidation Amount in respect of each Exchangeable Share held by such holder.

Each holder shall surrender to ExchangeCo or the Transfer Agent any certificate, direct registration statement or other evidence of ownership representing the applicable Exchangeable Shares, together with such documents and instruments as may reasonably be required to effect a transfer of the Exchangeable Shares under the Act and the articles of ExchangeCo. No physical surrender shall be required in respect of uncertificated Exchangeable Shares if the transfer or cancellation of such shares may otherwise be effected through the records of ExchangeCo or the Transfer Agent.

Payment of the Liquidation Amount shall be made by delivery of the applicable Exchangeable Share Consideration to the holder at the address recorded in the securities register of ExchangeCo or by such other payment or delivery method agreed to by ExchangeCo and the holder.

On and after the Liquidation Date, subject to Section 5(e), each holder shall cease to be a holder of the applicable Exchangeable Shares and shall not be entitled to exercise any rights in respect thereof, including any rights under the Voting and Exchange Trust Agreement, other than the right to receive, without interest, the Liquidation Amount, subject to Section 5(e) and unless the Liquidation Amount has not been paid or deposited in accordance with this Section 6, in which case the rights of the holder shall remain unaffected until such payment or deposit has been made.

ExchangeCo may deposit the Liquidation Amount in respect of any Exchangeable Shares for which the required evidence of ownership and other documentation have not been surrendered with a chartered bank or trust company in Canada, to be held as trustee for the applicable holders. Upon such deposit, the rights of each such holder shall be limited to receiving, without interest, its proportionate part of the deposited Liquidation Amount, together with any dividends or other distributions on the Mango Common Stock forming part of the deposited Liquidation Amount having a record date after the date of deposit and before delivery to such holder, in each case less any amount required to be deducted or withheld under applicable Law.

After ExchangeCo has satisfied its obligations to pay or deposit the Liquidation Amount in respect of an Exchangeable Share, the holder thereof shall not be entitled to receive any other property or participate in any further distribution of the assets of ExchangeCo in respect of such Exchangeable Share.

CallCo shall have the overriding right (the “Liquidation Call Right”), notwithstanding any proposed payment of the Liquidation Amount by ExchangeCo, to purchase from each holder on the Liquidation Date all, but not less than all, of the Exchangeable Shares held by such holder for an amount per Exchangeable Share equal to the Exchangeable Share Price applicable on the last Business Day immediately preceding the Liquidation Date (the “Liquidation Call Purchase Price”), which shall be satisfied in full by CallCo delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Liquidation Call Purchase Price, subject to Section 5.

CallCo shall notify ExchangeCo and the Trustee of its intention to exercise the Liquidation Call Right at least 20 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up, or, if such notice periods are not reasonably practicable, as promptly as reasonably practicable before the Liquidation Date. ExchangeCo shall promptly notify the holders whether CallCo has exercised the Liquidation Call Right.

If CallCo exercises the Liquidation Call Right, each holder shall be obligated to sell all of its Exchangeable Shares to CallCo on the Liquidation Date upon payment of the Liquidation Call Purchase Price, and ExchangeCo shall have no obligation to pay the Liquidation Amount in respect of the Exchangeable Shares so purchased.

Subject to applicable Law, Section 5 and the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require ExchangeCo to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Exchangeable Share Price applicable on the last Business Day immediately preceding the Retraction Date (the “Retraction Price”), which shall be satisfied in full by ExchangeCo delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price.

To exercise such right, the holder shall deliver to ExchangeCo or the Transfer Agent:

No physical surrender shall be required in respect of uncertificated Exchangeable Shares if the transfer or cancellation of such shares may otherwise be effected through the records of ExchangeCo or the Transfer Agent.

If ExchangeCo or the Transfer Agent has received the documents required by Section 7(a)(i), the Retraction Request has not been withdrawn in accordance with Section 7(a)(iv) and CallCo has not exercised the Retraction Call Right, ExchangeCo shall redeem the Retracted Shares effective at the close of business on the Retraction Date.

On the Retraction Date, ExchangeCo shall deliver or cause to be delivered to the holder the Exchangeable Share Consideration representing the Retraction Price. Such delivery shall satisfy and discharge ExchangeCo’s obligation to pay the Retraction Price, except to the extent that any payment forming part of the Exchangeable Share Consideration is not honoured or completed.

If only part of the Exchangeable Shares represented by any certificate or other evidence of ownership is redeemed, ExchangeCo shall issue or cause to be issued to the holder a certificate, direct registration statement or other written evidence representing the balance of such Exchangeable Shares.

Upon payment in full of the Retraction Price, and subject to Section 5(e), the holder shall cease to be a holder of the Retracted Shares and shall not be entitled to exercise any rights in respect thereof, including rights under the Voting and Exchange Trust Agreement, other than the right to receive any portion of the Retraction Price that has not been paid.

ExchangeCo shall not be obligated to redeem any Retracted Shares to the extent that such redemption would be contrary to the solvency requirements or other provisions of applicable Law.

If ExchangeCo determines, after due inquiry, that it is not permitted to redeem all of the Retracted Shares tendered for redemption on a Retraction Date, and CallCo has not exercised the Retraction Call Right, ExchangeCo shall:

Each holder of Retracted Shares that ExchangeCo is unable to redeem shall be deemed, by delivery of the Retraction Request, to have instructed the Trustee to exercise the Exchange Right under the Voting and Exchange Trust Agreement in respect of such unredeemed Retracted Shares on the Retraction Date or as soon as reasonably practicable thereafter, subject to Section 5.

A holder may withdraw its Retraction Request by written notice received by ExchangeCo before the close of business on the Business Day immediately preceding the Retraction Date. Upon such withdrawal, the Retraction Request and the offer to sell the Retracted Shares to CallCo shall be null and void.

Notwithstanding any other provision of this Section 7, the issuance and delivery of Mango Common Stock in connection with any retraction shall be subject to Section 5. To the extent any shares of Mango Common Stock otherwise deliverable on the Retraction Date cannot be issued or delivered because of the Nasdaq Cap, the retraction shall be completed only to the extent permitted under Section 5, and the Exchangeable Shares corresponding to the deferred portion shall remain outstanding and shall not be redeemed, transferred or cancelled, until the applicable shares of Mango Common Stock may be delivered in compliance with Section 5.

Upon delivery of a Retraction Request, CallCo shall have the overriding right, notwithstanding the proposed redemption by ExchangeCo, to purchase from the holder on the Retraction Date all, but not less than all, of the Retracted Shares for an amount per Exchangeable Share equal to the Exchangeable Share Price applicable on the last Business Day immediately preceding the Retraction Date (the “Retraction Call Right Purchase Price”), which shall be satisfied in full by CallCo delivering or causing to be delivered to the holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price, subject to Section 5.

Upon exercise of the Retraction Call Right, the holder shall be obligated to sell, and CallCo shall be obligated to purchase, all of the Retracted Shares on the Retraction Date upon payment of the Retraction Call Right Purchase Price.

Upon receipt of a Retraction Request, ExchangeCo shall promptly notify CallCo and provide CallCo with a copy of the Retraction Request.

To exercise the Retraction Call Right, CallCo shall notify ExchangeCo in writing of its determination to do so (a “Retraction Call Notice”) within five Business Days after receiving notice of the Retraction Request from ExchangeCo; provided that, in respect of any Retraction Request specifying a Retraction Date fewer than five Business Days after its receipt by ExchangeCo, CallCo may exercise or waive the Retraction Call Right at any time before the close of business on the Business Day immediately preceding the Retraction Date or at such earlier time as ExchangeCo and CallCo may agree. If CallCo does not deliver a Retraction Call Notice within such applicable period, ExchangeCo shall promptly notify the holder that CallCo will not exercise the Retraction Call Right.

If CallCo timely delivers a Retraction Call Notice, ExchangeCo’s obligation to redeem the Retracted Shares shall terminate and, provided the Retraction Request has not been withdrawn, CallCo shall purchase and the holder shall sell the Retracted Shares on the Retraction Date.

CallCo shall deliver or cause to be delivered to the holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. Such delivery shall satisfy and discharge CallCo’s obligation to pay the Retraction Call Right Purchase Price, except to the extent that any payment forming part of the Exchangeable Share Consideration is not honoured or completed.

Upon payment in full of the Retraction Call Right Purchase Price, and subject to Section 5(e), the holder shall cease to be a holder of the Retracted Shares and shall not be entitled to exercise any rights in respect thereof, including rights under the Voting and Exchange Trust Agreement, other than the right to receive any portion of the Retraction Call Right Purchase Price that has not been paid.

Subject to applicable Law, Section 5 and the Redemption Call Right, ExchangeCo shall, on the Redemption Date, redeem all, but not less than all, of the outstanding Exchangeable Shares, other than Exchangeable Shares held by Mango, CallCo or their respective Affiliates, for an amount per Exchangeable Share equal to the Exchangeable Share Price applicable on the last Business Day immediately preceding the Redemption Date (the “Redemption Price”), which shall be satisfied in full by ExchangeCo delivering or causing to be delivered to each holder the Exchangeable Share Consideration representing the Redemption Price.

ExchangeCo shall give each holder and the Trustee at least 30 days’ prior written notice of the Redemption Date, other than a Redemption Date arising in connection with a Mango Control Transaction, Exchangeable Share Voting Event or Exempt Exchangeable Share Voting Event, in which case ExchangeCo shall provide such prior written notice as the Board of Directors determines to be reasonably practicable in the circumstances.

The notice shall specify the Redemption Date, the manner of determining the Redemption Price or Redemption Call Purchase Price, as applicable, and particulars of the Redemption Call Right. A notice given in connection with a contingent Redemption Date may be given on a conditional basis and shall be withdrawn if the applicable contingency does not occur.

If CallCo has not exercised the Redemption Call Right, ExchangeCo shall, on or promptly after the Redemption Date, deliver or cause to be delivered to each holder the Exchangeable Share Consideration representing the Redemption Price.

Each holder shall surrender any certificate, direct registration statement or other evidence of ownership representing the Exchangeable Shares to be redeemed, together with such documents and instruments as may reasonably be required to effect a transfer or cancellation of such Exchangeable Shares under the Act and the articles of ExchangeCo. No physical surrender shall be required for uncertificated Exchangeable Shares if the cancellation may otherwise be effected through the records of ExchangeCo or the Transfer Agent.

On and after the Redemption Date, subject to Section 5(e), each holder shall cease to be a holder of the Exchangeable Shares called for redemption and shall not be entitled to exercise any rights in respect thereof, including rights under the Voting and Exchange Trust Agreement, other than the right to receive, without interest, the Redemption Price, subject to Section 5(e) and unless the Redemption Price has not been paid or deposited in accordance with this Section 8.

ExchangeCo may deposit the aggregate Redemption Price with a chartered bank or trust company in Canada to be held as trustee for the applicable holders. Upon such deposit, the Exchangeable Shares in respect of which the deposit was made shall be redeemed and the rights of the holders shall be limited to receiving, without interest, their proportionate part of the deposited Redemption Price.

CallCo shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption by ExchangeCo, to purchase on the Redemption Date from each holder all, but not less than all, of the Exchangeable Shares held by such holder for an amount per Exchangeable Share equal to the Redemption Price (the “Redemption Call Purchase Price”), which shall be satisfied in full by CallCo delivering or causing to be delivered to each holder the Exchangeable Share Consideration representing the Redemption Call Purchase Price, subject to Section 5.

CallCo shall notify ExchangeCo and the Trustee of its intention to exercise the Redemption Call Right at least five Business Days before the Redemption Date or, if such notice period is not reasonably practicable in connection with a Mango Control Transaction, Exchangeable Share Voting Event or Exempt Exchangeable Share Voting Event, as promptly as reasonably practicable before the Redemption Date. ExchangeCo shall promptly notify the holders whether CallCo has exercised the Redemption Call Right.

If CallCo exercises the Redemption Call Right, each holder shall be obligated to sell all of its Exchangeable Shares to CallCo on the Redemption Date upon payment of the Redemption Call Purchase Price, and ExchangeCo shall have no obligation to redeem the Exchangeable Shares so purchased.

Subject to applicable Law and the articles of ExchangeCo, ExchangeCo may at any time purchase for cancellation all or any part of the outstanding Exchangeable Shares:

in each case at such price as ExchangeCo and the applicable holder or holders may agree, together with all declared and unpaid dividends on the Exchangeable Shares purchased for which the record date occurred before the date of purchase.

If more Exchangeable Shares are tendered under Section 9(b) than ExchangeCo is prepared to purchase, the Exchangeable Shares to be purchased shall be selected on a pro rata basis according to the number of Exchangeable Shares tendered by each holder, disregarding fractions.

If only part of the Exchangeable Shares represented by any certificate, direct registration statement or other evidence of ownership is purchased, ExchangeCo shall issue or cause to be issued to the holder a certificate, direct registration statement or other written evidence representing the balance of such Exchangeable Shares.

Except as required by the Act or Section 12, holders of Exchangeable Shares shall not, as such, be entitled to receive notice of, attend or vote at any meeting of the shareholders of ExchangeCo. The holders of Exchangeable Shares shall not be entitled to vote separately as a class except as required by the Act or expressly provided in these Exchangeable Share Provisions.

The voting rights intended to provide the holders of Exchangeable Shares with voting participation in Mango shall be provided exclusively through the Mango Special Voting Share and the Voting and Exchange Trust Agreement, subject to the Nasdaq Cap until the Required Approvals have been obtained.

The amount specified in respect of each Exchangeable Share for purposes of subsection 191(4) of the Income Tax Act (Canada) shall be C$[●].¹

The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed only with the approval of the holders of Exchangeable Shares given in accordance with Section 12(b) and any other approval required by applicable Law.

Any approval of the holders of Exchangeable Shares shall be sufficiently given if evidenced by:

If the quorum referred to in Section 12(b)(ii) is not present within one-half hour after the time appointed for the meeting, the meeting shall be adjourned to a date not less than five days thereafter. At the adjourned meeting, the holders present in person or represented by proxy may transact the business for which the meeting was called, and a resolution passed by not less than two-thirds (2/3) of the votes cast shall constitute the approval of the holders.

Each holder acknowledges that the Support Agreement provides that Mango shall not, without ensuring that an economically equivalent distribution is made simultaneously to holders of Exchangeable Shares:

¹ Specified amount to be the last closing price of the Mango Common Stock immediately prior to closing.

provided that this Section 13(a) shall not prohibit any issuance or distribution expressly contemplated by the Business Combination Agreement or the Transaction Documents.

Each holder acknowledges that the Support Agreement further provides that, for so long as any Exchangeable Shares not held by Mango, CallCo or their respective Affiliates remain outstanding, Mango shall not:

unless the same or an economically equivalent change is made simultaneously to the Exchangeable Shares or the rights of the holders thereof; provided that this Section 13(b) shall not prohibit any action expressly contemplated by the Business Combination Agreement or the Transaction Documents.

Notwithstanding Sections 13(a) and 13(b), if a Mango Control Transaction occurs:

then all references in these Exchangeable Share Provisions to “Mango” shall thereafter be deemed to refer to the Other Corporation and all references to “Mango Common Stock” shall thereafter be deemed to refer to the Other Shares, with such adjustments as are necessary to ensure that a holder receives, upon any exchange, redemption, retraction, purchase or automatic exchange of an Exchangeable Share, the number and type of Other Shares or other consideration that the holder would have received if the Exchangeable Share had been exchanged for Mango Common Stock immediately before completion of the Mango Control Transaction.

No application of the Nasdaq Cap shall reduce or extinguish any economic adjustment required under this Section 13, but delivery of shares resulting from such adjustment shall be administered in accordance with Section 5.

ExchangeCo shall take all actions and do all things reasonably necessary to perform its obligations under the Support Agreement, to cause Mango and CallCo to perform their respective obligations thereunder and to enforce, for the direct benefit of ExchangeCo and the holders of Exchangeable Shares, all rights and benefits in favour of ExchangeCo under the Support Agreement.

Without limiting the foregoing, ExchangeCo shall enforce Mango’s obligations under the Support Agreement to:

ExchangeCo shall not agree to any amendment, waiver or forgiveness of its rights or obligations under the Support Agreement without the approval of the holders of Exchangeable Shares given in accordance with Section 12(b), other than any amendment, waiver or forgiveness that:

Each certificate, direct registration statement or other written evidence of ownership of Exchangeable Shares shall contain or be accompanied by a legend or notice, in form approved by the Board of Directors, describing:

Each holder of an Exchangeable Share, whether of record or beneficial, shall be deemed to acknowledge and be bound by the Liquidation Call Right, Retraction Call Right and Redemption Call Right in favour of CallCo and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of ExchangeCo or any other distribution of ExchangeCo’s assets for the purpose of winding up its affairs, or the retraction or redemption of Exchangeable Shares, as applicable.

Mango, CallCo, ExchangeCo and the Transfer Agent shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable or deliverable to any holder such amounts as are required to be deducted or withheld under applicable Law.

Any amount properly deducted or withheld and remitted to the applicable governmental authority shall be treated for all purposes as having been paid to the holder in respect of whom the deduction or withholding was made.

If the required deduction or withholding exceeds the cash portion of the applicable payment, Mango, CallCo, ExchangeCo or the Transfer Agent may sell or otherwise dispose of such portion of the non-cash consideration otherwise payable to the holder as is reasonably necessary to fund the deduction or withholding. The applicable withholding agent shall:

Any notice, request or other communication given by a holder to ExchangeCo shall be in writing and may be delivered personally, by courier, by mail or by electronic transmission to the registered office of ExchangeCo or such other address or electronic address designated by ExchangeCo. Such communication shall be effective upon actual receipt by ExchangeCo.

Any surrender of a certificate, direct registration statement or other evidence of ownership in connection with a liquidation, retraction, redemption, purchase or exchange of Exchangeable Shares shall be made to ExchangeCo or the Transfer Agent in the manner specified by ExchangeCo.

Any document sent by mail or courier shall be at the risk of the holder until actually received. No physical surrender shall be required in respect of uncertificated Exchangeable Shares if the applicable transfer or cancellation can be effected through the records of ExchangeCo or the Transfer Agent.

Any notice, request or other communication given by or on behalf of ExchangeCo to a holder shall be in writing and may be delivered personally, by courier, by mail or by electronic transmission to the address or electronic address shown in the securities register of ExchangeCo.

A notice shall be deemed received: