Akumin Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Delaware General Corporation Law.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 398/21, s. 21(b).

September 23, 2022

IN THE MATTER OF ONTARIO REGULATION 398/21, AS AMENDED (the "Regulation") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF AKUMIN INC. (the "Applicant")

CONSENT (Subsection 21(b) of the Regulation)

UPON the application (the "Application") of the Applicant to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 21(b) of the Regulation, for the Applicant to continue in another jurisdiction pursuant to section 181 of the OBCA (the "Continuance");

AND UPON considering the Application and the recommendation of the staff of the Commission; AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant's common shares (the "Common Shares") are listed on the Toronto Stock Exchange (the "TSX") and the Nasdaq Stock Exchange (the "NASDAQ") under the symbol "AKU".

3. The Applicant's authorized share capital currently consists of an unlimited number of Common Shares and preferred shares. No preferred shares have been issued to date. As at the close of business on September 14, 2022, there were 89,636,513 Common Shares outstanding.

4. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization of the Continuance to continue as a corporation under the General Corporation Law of the State of Delaware (the "DGCL").

5. The principal reason for the Continuance is reducing operating expenses and transactional inefficiencies that currently result from being subject to Canadian corporate laws despite having no operations in Canada, and the State of Delaware was chosen to be the Applicant's domicile because the more favourable corporate environment afforded by Delaware will help the Applicant compete effectively in raising the capital necessary for the Applicant to continue to implement its strategic plan. Upon completion of the Continuance, the Applicant will continue its legal existence in Delaware as if it had originally been incorporated under Delaware law.

6. The proposed Continuance was provided to the Applicant's shareholders for approval in the management proxy circular of the Applicant dated May 17, 2022 (the "Circular") in respect of the Applicant's annual general and special meeting of shareholders held on June 30, 2022 (the "Meeting").

7. The Circular described the proposed Continuance and disclosed the reasons for, and the implications of, the proposed Continuance. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to section 185 of the OBCA, and the Circular disclosed particulars of this right in accordance with applicable law.

8. The Applicant's shareholders authorized the proposed Continuance at the Meeting by a special resolution that was approved by 99.9% of the votes cast by the shareholders of the Applicant in person or represented by proxy. No shareholders exercised their dissent rights under section 185 of the OBCA.

9. The Applicant is a reporting issuer under the Securities Act (Ontario) (the "Act") and the securities legislation of each of the other provinces and territories of Canada (other than Québec) (collectively, the "Legislation").

10. Following the Continuance, the Applicant will remain a reporting issuer in Ontario and in each of the other provinces and territories of Canada (other than Québec).

11. The Applicant's registered office is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, Canada M5S 1S4. Following the Continuance, the Applicant's registered office will be relocated to the State of Delaware. The Applicant's corporate head office is, and will be following the Continuance, located 8300 W. Sunrise Blvd, Plantation, Florida, USA 33322.

12. Following the Continuance, the Commission will remain the Applicant's principal regulator.

13. Following the completion of the Continuance, the Common Shares will continue to be listed on the NASDAQ and the TSX under the symbol "AKU".

14. The Applicant is not in default of any applicable requirement of (i) any of the provisions of the OBCA, the Act or the Legislation, including any of the rules or regulations made thereunder; and (ii) any of the rules, regulations or policies of the TSX and the NASDAQ.

15. The Applicant is not subject to any proceeding under the OBCA, the Act or Legislation.

16. The material rights, duties and obligations of a corporation governed by the DGCL are substantially similar to those of a corporation governed by the OBCA. Nonetheless, certain of the material rights, duties and obligations of a corporation governed by the DGCL are different from those of a corporation governed by the OBCA. The material differences were disclosed to the Applicant's shareholders in the Circular and the proposed by-laws of the Applicant following the Continuance are expected to incorporate certain fundamental requirements imposed on non-Canadian corporations by the TSX and the NASDAQ.

17. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

18. Following the Continuance, the Applicant will continue to maintain a corporate office in Toronto, Ontario. The Applicant has provided an undertaking (the "Undertaking") to the Commission (attached at Appendix "A" hereto) that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" (in the form of Schedule "A" thereto) (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly upon the Applicant ceasing to maintain a corporate office in Canada subsequent to the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the DGCL.

DATED at Toronto on this 23rd day of September, 2022.

"Erin O'Donovan"

Manager (Acting), Corporate Finance

Ontario Securities Commission

OSC File #: 2022/0428

APPENDIX "A"

UNDERTAKING

To: Ontario Securities Commission (the "Commission")

Re: Akumin Inc. (the "Applicant")

Application dated September 14, 2022 for consent from the Commission to continue to Delaware pursuant to clause 21(b) of Ontario Regulation 398/21 made under the Business Corporations Act, R.S.O. 1990, c. B. 16

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly upon the Applicant ceasing to maintain a corporate office in Canada subsequent to the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: September 21, 2022

AKUMIN INC.

"Riadh Zine"

Chief Executive Officer

Schedule A

Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

1. Name of issuer (the "Issuer"):

______________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:

______________________________

3. Address of principal place of business of Issuer:

______________________________

4. Description of securities (the "Securities"):

______________________________

5. Name of agent for service of process (the "Agent"):

______________________________

6. Address for service of process of Agent in Canada (the address may be anywhere in Canada):

______________________________

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the securities have been distributed; and

(b) any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

11. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of Ontario.

Dated: , .

AGENT

The undersigned accepts the appointment as agent for service of process of Akumin Inc. under the terms and conditions of the appointment of agent for service of process stated above.

Dated: , .