Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-098006

Filed: 2026-08-18

Period: 2026-08-17

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2623406d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2623406d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2623406d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2623406d1_8k.htm · Sequence: 1

false

0001682149

2026-08-17

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 17, 2026

Datavault AI Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38608

30-1135279

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Commerce Square,

2005

Market Street, Suite 2400,

Philadelphia, PA

19103

(Address of Principal Executive

Offices)

(Zip Code)

(408) 627-4716

(Registrant’s telephone

number, including area code)

Not applicable

(Former Name or former address if changed

from last report.)

Check the

appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.0001 per share

DVLT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive

Agreement.

Arrangement Agreement

On August 17, 2026, Datavault AI Inc., a Delaware

corporation (the “Company”), entered into an Arrangement Agreement (the “Arrangement Agreement”)

with CyberCatch Holdings, Inc., a corporation existing under the laws of the Province of British Columbia (“CyberCatch”),

and 1602628 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and a wholly owned subsidiary of the

Company (the “Purchaser”). Pursuant to the Arrangement Agreement, the Company, through the Purchaser, has agreed,

among other things, to acquire all of the issued and outstanding common shares in the capital of CyberCatch (the “CyberCatch

Shares”) by way of a plan of arrangement (the “Plan of Arrangement”) under the provisions of the

Business Corporations Act (British Columbia) (the “Arrangement”).

Consideration

Pursuant to the Arrangement Agreement, subject

to the approval of the Arrangement by the Supreme Court of British Columbia (the “Court”), the Required Securityholder

Approval (as defined below) and the other conditions to the consummation of the Arrangement set forth in the Arrangement Agreement, at

the effective time of the Arrangement (the “Effective Time”): (i) each CyberCatch Share issued and outstanding

immediately prior to the Effective Time will be acquired by the Purchaser for US$3.22 in cash; (ii) each outstanding option to purchase

CyberCatch Shares (each, a “CyberCatch Option”), whether vested or unvested, will be cancelled in exchange for

a cash payment equal to the amount, if any, by which US$3.22 exceeds the exercise price of such CyberCatch Option, less applicable withholdings;

and (iii) each outstanding warrant to purchase CyberCatch Shares (each, a “CyberCatch Warrant”) will be cancelled,

and holders of CyberCatch Warrants will receive no consideration in connection with the Arrangement. The consideration set forth in the

immediately preceding sentence is subject to adjustment pursuant to the terms of the Arrangement Agreement to preserve the same economic

effect in the event of any stock split, consolidation, stock dividend, reclassification, recapitalization, exchange of shares or similar

event, or any dividend, return of capital or other distribution, and to account for any additional costs and expenses incurred by CyberCatch

and its subsidiaries in connection with the Arrangement.

Bridge Loan

Pursuant to the Arrangement Agreement, within

seven days following the execution thereof, the Company agreed to provide CyberCatch a secured bridge loan (the “Bridge Loan”)

in the principal amount of US$500,000 to fund anticipated activities of CyberCatch between the date of the Arrangement Agreement and the

Effective Time. The Bridge Loan will be secured against all of CyberCatch’s personal property, will bear interest at a rate of five

percent (5%) per annum and will mature on the earliest of (i) the closing of the Arrangement, (ii) the occurrence of an event of default

under the documents governing or securing the Bridge Loan or (iii) thirty (30) Business Days (as defined in the Arrangement Agreement)

after the date of termination of the Arrangement Agreement in accordance with its terms.

Representations, Warranties and Covenants

Pursuant to the Arrangement Agreement, the Company,

the Purchaser and CyberCatch made customary representations and warranties for transactions similar in nature to the Arrangement. All

of the representations and warranties of the Company, the Purchaser and CyberCatch will expire and be terminated at the Effective Time.

The Company, the Purchaser and CyberCatch also agreed to be bound by certain covenants that are customary for transactions of this type,

including obligations of CyberCatch during the period from the date of the Arrangement Agreement until the earlier of the Effective Time

and the termination of the Arrangement Agreement in accordance with its terms (the “Pre-Closing Period”)

to conduct its business in the ordinary course consistent with past practice, refrain from taking certain specified actions without the

prior written consent of the Company, in each case, subject to certain exceptions and qualifications, and comply with the non-solicitation

obligations set forth therein. The covenants and agreements of the Company, the Purchaser and CyberCatch that by their terms are to be

performed at or after the Effective Time shall, in each case, survive until fully performed.

Closing Conditions

The respective obligations of each party to consummate

the Arrangement are subject to the satisfaction or waiver of certain customary mutual closing conditions, including: (i) the issuance

of the Interim Order and Final Order (each as defined in the Arrangement Agreement) by the Court with respect to the Arrangement; (ii)

the receipt of the Required Securityholder Approval (as defined in the Arrangement Agreement); (iii) the absence of any law or order prohibiting,

rendering illegal, ceasing to trade, restraining or permanently enjoining the consummation of the Arrangement; (iv) the TSX Venture Exchange

having accepted notice of the Arrangement; and (v) the obtainment and continued effectiveness of the Key Regulatory Approvals (as defined

in the Arrangement Agreement).

The obligations of the Company and the Purchaser

to consummate the Arrangement is also subject to the satisfaction or waiver of certain other closing conditions, including, among others:

(i) there will not have occurred during the Pre-Closing Period any Material Adverse Effect (as defined in the Arrangement Agreement) with

respect to CyberCatch; (ii) CyberCatch shareholders shall not have validly exercised and not withdrawn Dissent Rights (as defined in the

Arrangement Agreement) with respect to more than five percent (5%) of the outstanding CyberCatch Shares; (iii) CyberCatch shall have obtained

in writing and delivered to the Company all Required Consents (as defined in the Arrangement Agreement); and (iv) the Company, Sai Huda

and any other CyberCatch employees reasonably requested by the Company shall have executed employment agreement(s) effective as of the

Effective Time in form and substance mutually agreed by the Company and the applicable employee.

The obligation of CyberCatch to consummate the

Arrangement is also subject to the satisfaction or waiver of certain other closing conditions, including, among other things, that the

Purchaser shall have complied with its obligation to deposit the aggregate consideration for the securities to be purchased in the Arrangement

with the Depositary (as defined in the Arrangement Agreement) in accordance with the Arrangement Agreement and the Depositary having confirmed

receipt of such amount.

Termination

The Arrangement Agreement may be terminated under

certain customary and limited circumstances at any time prior to the Effective Time, including, without limitation:

(i)

by mutual written agreement of the Company and CyberCatch;

(ii)

by either the Company or CyberCatch, if (a) the Required Securityholder Approval is not obtained at the CyberCatch Securityholder Meeting, (b) a law or order makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the parties from consummating the Arrangement, or (c) the Effective Time has not occurred by February 17, 2027 (the “Outside Date”), unless the failure to close is caused by such party’s breach;

(iii)

by CyberCatch, if (a) the Company or the Purchaser breaches a representation, warranty or covenant and the breach is incapable of being cured by the Outside Date or is not cured in accordance with the applicable provisions of the Arrangement Agreement; or (b) prior to receipt of the Required Securityholder Approval, its board of directors (the “CyberCatch Board”) authorizes CyberCatch to enter into a definitive written agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement), provided that CyberCatch has complied with its non-solicitation covenants under the Arrangement Agreement and pays the Termination Fee (as defined below) and any amounts outstanding under the Bridge Loan; or

(iv)

by the Company if (a) CyberCatch breaches a representation, warranty or covenant and the breach is incapable of being cured by the Outside Date or is not cured in accordance with the applicable provisions of the Arrangement Agreement; (b) prior to receipt of the Required Securityholder Approval, a Change in Recommendation (as defined in the Arrangement Agreement) occurs or CyberCatch willfully breaches, or breaches in any material respect, its non-solicitation covenants under the Arrangement Agreement; or (c) CyberCatch experiences a Material Adverse Effect.

If the Arrangement Agreement is terminated in

circumstances giving rise to the Termination Fee, including a termination by the Company due to the occurrence of a Change in Recommendation

or the willful or material breach by CyberCatch of its non-solicitation covenants under the Arrangement Agreement, a termination by CyberCatch

for a Superior Proposal, or certain terminations for failure to obtain the Required Securityholder Approval or the occurrence of the Outside

Date followed by a qualifying Acquisition Proposal (as defined in the Arrangement Agreement), CyberCatch must pay the Company a termination

fee of US$4,016,250 (the “Termination Fee”). In addition, CyberCatch must reimburse the Company for its and

its affiliates’ reasonable third-party expenses incurred in connection with their consideration of the Arrangement and the negotiation

of the Arrangement Agreement, in an aggregate amount up to US$1,000,000, if the Arrangement Agreement is terminated for failure to obtain

the Required Securityholder Approval or by the Company for uncured breach of a representation, warranty or covenant by CyberCatch.

The foregoing description of the Arrangement Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of

which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Arrangement Agreement provides

investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular,

the assertions embodied in the representations and warranties contained in the Arrangement Agreement were made as of the execution date

of the Arrangement Agreement only and are qualified by information in confidential disclosure letter delivered by CyberCatch to the Company

in connection with the signing of the Arrangement Agreement. This disclosure letter contains information that modifies, qualifies and/or

creates exceptions to the representations and warranties set forth in the Arrangement Agreement. Moreover, certain representations and

warranties in the Arrangement Agreement may have been used for the purpose of allocating risk between the parties rather than establishing

matters of fact. Accordingly, you should not rely on the representations and warranties in the Arrangement Agreement as characterizations

of the actual statements of fact about the parties.

Voting and Support Agreements

In connection with entry into the Arrangement

Agreement, the Company, the Purchaser and each of the Supporting Shareholders (as defined in the Arrangement Agreement) entered into voting

and support agreements (each, a “Voting and Support Agreement”). The Supporting Shareholders include certain

of CyberCatch’s directors and officers who hold CyberCatch Shares, CyberCatch Warrants or CyberCatch Options holding, in the aggregate,

approximately 20% of the outstanding CyberCatch Shares. Pursuant to the Voting and Support Agreements, each Supporting Shareholder has

agreed, among other things, to vote, or cause to be voted, all securities held by such Supporting Shareholder in favor of the Arrangement.

Each Voting and Support Agreement may be terminated upon the termination of the Arrangement Agreement, except if the Arrangement Agreement

is terminated by CyberCatch in order to accept a Superior Proposal.

The foregoing description of the Voting and Support

Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreements,

the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

No Offer or Solicitation

This communication does not constitute an offer

to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of

any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of such other jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities

Act, and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the Arrangement

and the closing thereof, the anticipated advance of the Bridge Loan, the Company’s or CyberCatch’s future results of operations

and financial position, the Company’s and CyberCatch’s business strategy, prospective costs, timing and likelihood of success,

plans and objectives of management for future operations, future results of current and anticipated operations of the Company and CyberCatch,

the anticipated benefits of the Arrangement, and the expected operation of CyberCatch as a subsidiary of the Company after the transaction.

In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,”

“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”

“projects,” “potential,” or “continue,” or the negative of these terms or other comparable terminology.

The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are necessarily based

upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

Actual

results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties,

including, without limitation: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect

the price of the Company’s securities; the risk that the Bridge Loan may not be advanced in the anticipated timeframe, or at all;

the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive Arrangement Agreement;

the inability to complete the transactions contemplated by the Arrangement Agreement, including due to failure to obtain the Required

Securityholder Approval or to satisfy the other conditions to closing in the Arrangement Agreement; the risk that the transaction disrupts

current plans and operations of the Company or CyberCatch as a result of the announcement and consummation of the transaction; the ability

to realize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the

Company and CyberCatch to integrate their operations, grow and manage growth economically, and hire and retain key employees; costs related

to the transaction; changes in applicable laws or regulations; the possibility that CyberCatch or the Company may be adversely affected

by other economic, business, and/or competitive factors; changes in market demand for the Company’s services and products; changes

in economic, market, or regulatory conditions; risks related to evolving regulatory frameworks applicable to tokenized assets; risks

associated with technological development and integration; and other risks and uncertainties as more fully described in the Company’s

filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes

from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.

Readers are cautioned not to place undue reliance

on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K

relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking

statements made in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K

or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking

statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may

make.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

2.1*

Arrangement Agreement, dated as of August 17, 2026, by and among Datavault AI Inc., CyberCatch Holdings, Inc. and 1602628 B.C. Ltd.

10.1*

Form of Voting and Support Agreement, dated as of August 17, 2026, by and among the Company, the Purchaser and each of the Supporting Shareholders.

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting

Language (iXBRL).

* Certain schedules, exhibits and similar attachments

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities

and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 17, 2026

DATAVAULT AI INC.

By:

/s/ Nathaniel Bradley

Name:

Nathaniel Bradley

Title:

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2623406d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

CONFIDENTIAL

Execution Version

ARRANGEMENT AGREEMENT

between

CYBERCATCH HOLDINGS, INC.

and

Datavault

AI Inc.

and

1602628

B.C. Ltd.

dated as of

August 17, 2026

TABLE OF CONTENTS

Page

Article I.

Interpretation

Section 1.01

Definitions

Section 1.02

Certain Rules of

Interpretation

Article II.

The Arrangement

Section 2.01

The Arrangement

Section 2.02

Interim Order

Section 2.03

Company Circular

Section 2.04

Company Meeting

Section 2.05

Final Order

Section 2.06

Court Proceedings

Section 2.07

Treatment of Convertible

Securities

Section 2.08

The Arrangement and Effective

Date

Section 2.09

Payment of Consideration

Section 2.10

Withholdings

Section 2.11

Adjustment to Consideration

Article III.

Representations and Warranties of the Company

Section 3.01

Representations and Warranties

of the Company

Section 3.02

No Other Representations

and Warranties

Section 3.03

Survival of Representations

and Warranties

Article IV.

Representations and Warranties of the Parent and the Purchaser

Section 4.01

Representations and Warranties

Section 4.02

No Other Representations

and Warranties

Section 4.03

Survival of Representations

and Warranties

Article V.

Covenants

Section 5.01

Conduct of Business of

the Company

Section 5.02

Covenants of the Company

Relating to the Arrangement

Section 5.03

Covenants of the Parent

Relating to the Arrangement

Section 5.04

Regulatory Approvals

Section 5.05

Access to Information

Section 5.06

Pre-Acquisition Reorganization

Section 5.07

Public Communications

Section 5.08

Notice and Cure Provisions

Section 5.09

Insurance and Indemnification

Section 5.10

Tax Matters

Section 5.11

Stock Exchange Delisting

Section 5.12

Bridge Loan

Section 5.13

Books and Records

Section 5.14

Warrants

Section 5.15

Transferred Personal

Information

Article VI.

Additional Covenants Regarding Non-Solicitation

Section 6.01

Non-Solicitation

Section 6.02

Notification of Acquisition

Proposals

Section 6.03

Responding to an Acquisition

Proposal

Section 6.04

Right to Match

Section 6.05

Permitted Disclosure

Section 6.06

Breach by Subsidiaries

and Representatives

Article VII.

Conditions

Section 7.01

Mutual Conditions

Section 7.02

Additional Conditions

to the Obligations of the Parent and the Purchaser

Section 7.03

Additional Conditions

to the Obligations of the Company

Section 7.04

Satisfaction of Conditions

Article VIII.

Term and Termination

Section 8.01

Term

Section 8.02

Termination

Section 8.03

Effect of Termination/Survival

Section 8.04

Termination Fee

Article IX.

Expenses

Section 9.01

Expenses

Article X.

General Provisions

Section 10.01

Amendments

Section 10.02

Notices

Section 10.03

Time of the Essence

Section 10.04

Further Assurances

Section 10.05

Injunctive Relief

Section 10.06

Third-Party Beneficiaries

Section 10.07

Waiver

Section 10.08

Entire Agreement

Section 10.09

Successors and Assigns

Section 10.10

Severability

Section 10.11

Governing Law; Submission

to Jurisdiction

Section 10.12

Rules of Construction

Section 10.13

No Liability

Section 10.14

Counterparts

Schedule A Plan of Arrangement

Schedule B Arrangement Resolution

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated August 17,

2026,

BETWEEN:

CyberCatch

Holdings, Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”)

- and -

Datavault

AI Inc., a corporation existing under the laws of the State of Delaware (the “Parent”)

- and -

1602628

B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (the “Purchaser”)

WHEREAS:

1. the Purchaser proposes to acquire all the

issued and outstanding common shares in the capital of the Company by way of plan of arrangement

under the provisions of Division 5 of Part 9 of the BCBA on the terms and subject to

the conditions set forth in this Agreement;

2. the Special Committee has unanimously determined

that the Arrangement is fair to the Company Shareholders and in the best interests of the

Company and recommended to the Board that the Board approve this Agreement and the Arrangement,

and recommend that the Company Shareholders, Company Warrantholders and Company Optionholders

vote in favour of the Arrangement;

3. the Board has, taking into account, among

other things, the recommendation of the Special Committee and opinion from the financial

advisor to the Company, unanimously determined that the consideration to be received by the

Company Shareholders is fair, from a financial point of view, to such shareholders and that

the Arrangement is in the best interests of the Company;

4. the Board has approved this Agreement and

unanimously recommends that Company Shareholders, Company Warrantholders and Company Optionholders

vote in favour of the Arrangement Resolution (as defined below) to be approved at the Company

Meeting, on the terms and subject to the conditions contained in this Agreement; and

5. concurrently with the execution and delivery

of this Agreement, and as a condition and inducement to the Purchaser’s willingness

to enter into this Agreement, certain Persons, in their capacity as Company Shareholders,

have concurrently herewith entered into Voting and Support Agreements;

NOW, THEREFORE,

in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

- 2 -

Article I.

Interpretation

Section 1.01 Definitions

As used in this Agreement, the following terms

have the following meanings:

“Acquisition Proposal” means,

other than the Arrangement and any transaction involving only the Company, on the one hand, and/or one or more of its wholly-owned Subsidiaries,

on the other hand, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly

or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than the

Parent or the Purchaser (or any Affiliate of the Parent or the Purchaser) relating to:

(a) any direct or indirect sale, transfer,

business combination, acquisition, purchase or disposition (or any lease, licence, joint

venture, long-term supply agreement or other arrangement having the same economic effect

as a sale) of: (i) the material Intellectual Property of the Company or any of its Subsidiaries,

or (ii) the business or the assets of the Company and/or one or more of its Subsidiaries

(including voting or equity securities of, or securities convertible into or exercisable

or exchangeable for voting or equity securities of, any of the Company’s Subsidiaries)

that, individually or in the aggregate, constitute 20% or more of the consolidated assets

of the Company and its Subsidiaries, taken as a whole, or which contribute 20% or more of

the consolidated revenue of the Company and its Subsidiaries, taken as a whole (in each case,

determined based upon the most recent annual consolidated financial statements of the Company

filed as part of the Company Filings);

(b) any direct or indirect acquisition that,

if consummated, would result in such Person or group of Persons beneficially owning 20% or

more of any class of voting or equity securities (including securities convertible into or

exercisable or exchangeable for voting or equity securities) of the Company (assuming, if

applicable, the conversion, exchange or exercise of such securities convertible into or exercisable

or exchangeable for voting or equity securities);

of which would be reasonably expected to impede, interfere with, prevent, impair or delay

the transactions contemplated by this Agreement or which may be reasonably expected to materially

reduce the benefit to the Parent or the Purchaser under this Agreement,

in each case of (a), (b) or (c),

whether by way of take-over bid, tender offer, exchange offer, treasury issuance, plan of arrangement, merger, amalgamation, consolidation,

share exchange, business combination, reorganization, recapitalization, share or asset purchase, liquidation, dissolution, winding up

or other transaction involving the Company or any of its Subsidiaries, and whether in a single transaction or a series of related transactions.

“Affiliate”

means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common

control with such specified Person, and, for purposes of this Agreement, “control” shall include the possession, directly

or indirectly, of the power to direct or cause the direction of the policies, management and affairs of the Person, whether through the

ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power

to direct the policies, management and affairs of such Person.

- 3 -

“Agreement”

means this arrangement agreement (including the schedules and exhibits hereto), as it may be amended, modified or supplemented from time

to time in accordance with the terms hereof.

“AI Tools” means artificial

intelligence technology or similar tools capable of performing tasks that typically require human intelligence, including but not limited

to analyzing data, making predictions, classifying information, recognizing patterns, generating content (such as source code, text,

images, audio, and synthetic data), or automating decision-making processes.

“Applicable

Securities Laws” means such of the Canadian Securities Laws and the U.S. Securities Laws as are applicable to a transaction

or a Person.

“Arrangement”

means the arrangement of the Company under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set

out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms

of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent

of the Company and the Purchaser, each acting reasonably.

“Arrangement

Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting substantially

in the form set out in Schedule B.

“Associate” has the meaning

specified in the Securities Act (British Columbia).

“Authorization”

means, with respect to any Person, any order, permit, declaration, approval, certification, accreditation, consent, waiver, registration,

licence, filing with or similar authorization of, or agreement with, any Governmental Entity, whether by expiry or termination of an

applicable waiting period or otherwise, that is binding upon or applicable to such Person or its business, assets or securities.

“BCBCA”

means the Business Corporations Act (British Columbia).

“Board” means the board of

directors of the Company as constituted from time to time.

“Board

Recommendation” has the meaning set forth in Section 2.03(b)(iv).

“Breaching

Party” has the meaning set forth in Section 5.08(c).

“Bridge

Loan” has the meaning set forth in Section 5.12(a).

“Business

Day” means any day, other than a Saturday, a Sunday or a day on which major banks are closed for business in the City

of Vancouver, British Columbia or the City of New York, New York.

- 4 -

“Canadian

Securities Authorities” means the British Columbia Securities Commission and any other applicable securities commissions and

securities regulatory authority of a province or territory of Canada.

“Canadian Securities Laws”

means: (a) the Securities Act (British Columbia) and the equivalent legislation in each Province and Territory of Canada;

(b) the rules, regulations, instruments and policies adopted by the securities regulatory authority of any Province or Territory

of Canada, as amended from time to time; and (c) the policies of the TSXV, each as amended from time to time.

“Change in Recommendation”

has the meaning set forth in Section 8.02(a)(iv)(B).

“Collective Agreement” means

any collective bargaining agreement, letter of understanding, binding letter of intent or other Contract with any trade union, association

which may qualify as a trade union, council of trade unions, employee association, employee bargaining agent or affiliated bargaining

agent, which covers or would cover any Company Employee.

“Company” has the meaning

set forth in the preamble.

“Company

Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules,

appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company

Shareholders, the Company Warrantholders, the Company Optionholders and other Persons as required by the Interim Order and Law

in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms

of this Agreement.

“Company Constating Documents”

means the notice of articles and articles of the Company, as they may be amended from time to time.

“Company Employees” means

the officers and employees of the Company and/or any of its Subsidiaries.

“Company Filings” means all

documents publicly filed by or on behalf of the Company on SEDAR+.

“Company Intellectual Property”

means all Intellectual Property owned or purported to be owned, used or held for use or practiced by the Company or any of its Subsidiaries.

“Company Lease” means any

Contract by which the Company or any of its Subsidiaries leases, subleases, licenses, or otherwise uses or occupies the Company Leased

Property, including all amendments, modifications, supplements, guarantees, registrations and non-disturbance agreements in connection

therewith.

“Company Leased Property”

means any real or immovable property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries.

“Company Meeting” means the

annual general and special meeting of Company Shareholders, Company Warrantholders and Company Optionholders, including any adjournment

or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to

consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the

Parent.

- 5 -

“Company Option Plan” means

the Company’s share option plan dated for reference April 12, 2023 (and all amendments, restatements and modifications thereto).

“Company Optionholders” means

the registered and/or beneficial owners of the Company Options, as the context requires.

“Company Options” means the

outstanding options to purchase Company Shares issued pursuant to the Company Option Plan.

“Company Owned Intellectual Property"

means (i) all Intellectual Property owned or purportedly owned by the Company or its Subsidiaries and (ii) Intellectual Property

in-licensed exclusively to the Company or its Subsidiaries.

“Company Products” means all

products or services that have been or are currently sold, licensed, provided, supported, distributed or otherwise disposed of by the

Company or its Subsidiaries, including all products or services in development.

“Company Share” means a common

share in the capital of the Company.

“Company Shareholders” means

the registered and/or beneficial owners of the Company Shares, as the context requires.

“Company Warrantholders” means

the registered and/or beneficial owners of the Company Warrants, as the context requires.

“Company Warrants” means the

outstanding common share purchase warrants of the Company.

“Confidentiality Agreement”

means the mutual Confidentiality and Non-Disclosure Agreement executed on May 6, 2026 between the Parent and the Company.

“Consideration” means: (a) in

respect of each Company Share, an amount equal to US$3.22, subject to adjustment in the manner and in the circumstances contemplated

in Section 2.11; and (b) in respect of each Company Option, an amount equal to the amount, if any, by which US$3.22 exceeds

the exercise price of such Company Option, in each case subject to adjustment to account for any additional costs and expenses of the

Company and its Subsidiaries incurred as a result of the Transaction.

“Contract” means any written

or oral agreement, commitment, engagement, contract, franchise, licence, lease, obligation, note, bond, mortgage, indenture, undertaking

or joint venture to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound

or affected or to which any of their respective properties or assets is subject.

“Corrupt Practices Legislation”

has the meaning set forth in Section 3.01(ee).

“Court” means the Supreme

Court of British Columbia.

- 6 -

“Current Insurance” has the

meaning set forth in Section 5.09(a).

“Data Protection Laws” means

all applicable Laws relating to the privacy, security or processing of Sensitive Information, including Canada’s Personal Information

Protection and Electronic Documents Act, Quebec’s Law 25, the California Consumer Privacy Act and the cybersecurity requirements

of the U.S. Defense Federal Acquisition Regulation Supplement.

“Data Room” means the virtual

data room made available by the Company, the index of documents of which is attached to the Disclosure Letter.

“Depositary” means such Person

as the Parent may appoint to act as depositary in relation to the Arrangement, in reasonable consultation with the Company.

“Disclosure

Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Parent and

the Purchaser with this Agreement.

“Dissent Rights” means the

rights of dissent in respect of the Arrangement as provided for in the Plan of Arrangement.

“Dissenting Holders” means

a registered Company Shareholder that validly exercises Dissent Rights in respect of all Company Shares held by such Company Shareholder.

“Effective

Date” has the meaning ascribed thereto in Section 1.01 of the Plan of Arrangement.

“Effective

Time” has the meaning ascribed thereto in Section 1.01 of the Plan of Arrangement.

“Environmental Laws” means

any Laws or other statutory requirements relating (i) to noise control, pollution (or the cleanup thereof), reclamation or the protection

of natural resources, endangered or threatened species, or the environment (including ambient air, soil, surface water or groundwater,

or subsurface strata), (ii) to the generation, management, manufacture, containment, production, installation, use, reuse, processing,

handling, storage, treatment, distribution, transportation, disposal, recycling, reclamation, investigation, remediation or release of

(or threatened release of) any Hazardous Substance, or (iii) recordkeeping, notification, disclosure and reporting requirements

with respect to Hazardous Substances, and includes, for greater certainty, all Authorizations issued pursuant to any of the foregoing

Laws or other statutory requirements.

“ERISA” means the U.S. Employee

Retirement Income Security Act of 1974, as amended, and the rules and regulations issued thereunder.

“ERISA Affiliate” means the

Company and any predecessor of the Company and any other Person who constitutes or has constituted all or part of a controlled group

or had been or is under common control with, or whose employees were or are treated as employed by, the Company and/or any predecessor

of the Company, under Section 414 of the U.S. Tax Code.

"Evans & Evans" means

Evans & Evans, Inc., fairness advisor to the Special Committee;

“Fairness Opinion” means the

oral opinion of Evans & Evans, to be confirmed by written opinion, to the effect that, as of the date of such opinion, and based

upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken

by Evans & Evans, the Consideration to be received by the Company Shareholders, the Company Warrantholders and the Company Optionholders

under the Arrangement is fair, from a financial point of view, to such Company Shareholders, Company Warrantholders and Company Optionholders,

respectively, taken in the aggregate.

- 7 -

“Final Order” means the final

order of the Court approving the Arrangement under Section 291 of the BCBCA, in form and substance acceptable to the Parties, acting

reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order

may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Parties, each acting reasonably)

at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the

Parties, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.

“GAAP” means the generally

accepted accounting principles in the United States.

“Government Official” means,

collectively, any officer, employee, official, representative, or any Person acting for or on behalf of any Governmental Entity or public

international organization, any political party or official thereof and any candidate for political office.

“Governmental

Entity” means (a) any international, multinational, national, federal, provincial, territorial, state, regional,

municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral or

adjudicative body, commission, commissioner, cabinet, board, bureau, minister, ministry, governor-in-council, agency or instrumentality,

domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental, administrative

or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory,

expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange (including the TSXV

and Nasdaq).

“GST/HST” has the meaning

set forth in Section 3.01(cc)(xvi).

“Harmful Code” is any “back

door,” “drop dead device,” “time bomb,” “time lock,” “Trojan horse,” “virus,”

“file infectors,” “boot sector infectors,” “surveillance software,” “data gathering or collecting

software” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or

intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding

in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code

is stored or installed; or (b) erasing, damaging or destroying any data or file without the user’s consent.

“Hazardous Substances” means

any material or substance that is regulated under Environmental Laws, including any material or substance that is prohibited, listed,

defined, designated or classified as dangerous, hazardous, radioactive, explosive, corrosive, flammable, leachable, oxidizing, or toxic

or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and including petroleum and all derivatives thereof

or synthetic substitutes therefor (including polychlorinated biphenyls).

- 8 -

“IFRS” means generally accepted

accounting principles as set out in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements

in accordance with International Financial Reporting Standards.

“Intellectual

Property” means any and all intellectual property and intellectual property rights in any jurisdiction throughout the world,

whether registered or unregistered, including: (a) patents, applications for patents and reissues, divisionals, continuations, renewals,

re-examinations, extensions and continuations-in-part of patents or patent applications (collectively, “Patents”);

(b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements,

discoveries, trade secrets, confidential information, know-how, methods, models, formulas, algorithms, processes, designs, technology,

technical data, schematics, formulae and customer lists and documentation relating to any of the foregoing (collectively, “Trade

Secrets”); (c) copyrights, copyright registrations and applications for copyright registration published and unpublished

works of authorship (including databases and Software) (collectively, “Copyrights”); (d) integrated circuit topographies,

integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations;

(e) designs, design registrations, design registration applications, industrial designs, industrial design registrations and industrial

design applications; (f) trade names, service marks, business names, corporate names, domain names, website names and world wide

web addresses, social media handles and user names, and all registrations for and ownership rights in them, common law trademarks, trademark

registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing (collectively, “Trademarks”);

(g) all software and firmware (including source code or object code form), databases, data collections, user interfaces, algorithms

and related documentation and proprietary information or material of any type, and all derivatives, improvements and refinements thereof,

howsoever recorded, or unrecorded (“Software”); and (h) any other intellectual property and industrial property

and counterpart rights.

“Interim Order” means the

interim order of the Court, in form and substance acceptable to the Parties, each acting reasonably, providing for, among other things,

the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court

with the consent of the Parties, each acting reasonably.

“International Trade Laws”

means any applicable (i) Sanctions; (ii) export control Laws (including, the International Traffic in Arms Regulations (22

CFR §§ 120-130, as amended) and the Export Administration Regulations (15 CFR §§ 730-774, as amended)) and any regulation,

order, or directive promulgated, issued or enforced pursuant to such Laws; (iii) Laws pertaining to imports and customs, to the

extent applicable, including those administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security,

and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws; (iv) anti-boycott Laws, including

those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, and (v) export, import and customs

Laws of other jurisdictions the Company or its Subsidiaries have conducted and/or currently conduct business.

“IT Systems” means the computer,

information technology, and data processing systems, facilities and services used by the Company or any of its Subsidiaries in the conduct

of their respective businesses, including all software, systems hardware, servers, workstations, routers, hubs, switches, data lines,

dashboards, portals, files, databases, networks, interfaces, platforms and related products, systems and services.

- 9 -

“Key Regulatory Approvals”

means, in relation to the Company, the approval of the TSXV in respect of the Arrangement, subject only to the satisfaction of standard

and customary conditions of the TSXV, and the grant of the Interim Order and the Final Order.

“Law” means, with respect

to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule,

regulation, Order, injunction, judgment, award, decree, ruling or similar requirement, whether domestic or foreign, enacted, adopted,

promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property

or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity,

as amended, unless expressly specified otherwise.

“Lien” means any mortgage,

charge, pledge, hypothec, security interest, prior claim, assignment, statutory or deemed trust, lien (statutory or otherwise), or restriction

or adverse right or claim, or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Matching Period” has the

meaning set forth in Section 6.04(a)(iv).

“Material

Adverse Effect” means any one or more changes, events, occurrences, effects, state of facts or circumstances that, individually

or in the aggregate, (i) is or would reasonably be expected to be material and adverse to the business, operations, results of operations,

assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of the Company and its Subsidiaries,

on a consolidated basis, or (ii) would prevent, materially delay or materially impede the completion of the Arrangement or the ability

of the Company to consummate the transactions contemplated by this Agreement on or before the Outside Date, except, in the case of clause

(i) above, any change, event, occurrence, effect, state of facts or circumstances resulting from or arising in connection with:

(a) the public announcement of the execution

of this Agreement or the transactions contemplated hereby or the performance of any obligation

hereunder;

(b) any change in applicable Laws or in the

interpretation thereof by any Governmental Entity (other than orders, judgments or decrees

against the Company or its Subsidiaries) or in IFRS or GAAP;

or other natural disaster;

(d) conditions affecting the cybersecurity

industry generally;

(e) general economic, financial, currency

exchange, securities or commodity market conditions, including the imposition of U.S. tariffs

on imports from Canada as well as retaliatory tariffs on U.S. exports by Canada;

(f) any act of terrorism, outbreak or escalation

of hostilities or armed conflict, epidemic, pandemic, public health emergency, or the imposition

of any quarantine, shelter-in-place, travel restriction, or similar governmental or regulatory

order related thereto; or

- 10 -

(g) any change in the market price of the

Company Shares (it being understood that the causes underlying any such change in the market

price of the Company Shares may constitute, in and of itself, a Material Adverse Effect and

may be taken into account in determining whether a Material Adverse Effect has occurred),

provided further that (x) any

change, effect, event or occurrence referred to in paragraphs (b) to (f) does not have a disproportionate effect on the Company

and its Subsidiaries (on a consolidated basis) relative to comparable companies in the cybersecurity industry; and (y) references

in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes

of determining whether a Material Adverse Effect has occurred.

“Material Contract” means

any Contract:

(a) that would be required to be filed by

the Company as a “material contract” under section 12.2 of National Instrument

51-102 – Continuous Disclosure Obligations;

(b) that limits the ability of the Company

or any of its Subsidiaries (or, following the consummation of the Transactions, would limit

the ability of the Purchaser or any of its Subsidiaries) to compete in any line of business

or with any Person or in any geographic area, or that restricts the right of the Company

and its Subsidiaries (or, following the consummation of the Transactions, would limit the

ability of the Purchaser or any of its Subsidiaries) to sell to or purchase from any Person

or to hire any Person, or that grants the other party or any third Person “most favored

nation” status or any type of special discount rights;

payment or receipt by the Company and its Subsidiaries under such Contract of more than US$50,000

over the remaining term of such Contract;

(d) pursuant to which the Company or any of

its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other

contingent payment obligations, in each case that could result in payments in excess of US$50,000;

(e) that, if terminated, adversely modified

or if ceased to be in effect would have, or would reasonably be expected to have, a material

impact on the Company or any of its Subsidiaries;

(f) relating to indebtedness that is or may

become outstanding, or that relates directly or indirectly to the guarantee of any liabilities

or obligations or to indebtedness for borrowed money (in each case whether incurred, assumed,

guaranteed or secured by any asset), excluding guarantees or intercompany liabilities or

obligations between the Company and any of its Subsidiaries;

(g) that restricts, or which may in the future

restrict, the incurrence of indebtedness by the Company or any of its Subsidiaries (including

by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on

any properties or assets of the Company or any of its Subsidiaries or that restricts, or

which may in the future restrict, the declaration or payment of dividends or other distributions

by the Company or any of its Subsidiaries;

- 11 -

(h) that provides for the Company or any of

its Subsidiaries to indemnify or hold harmless any other Person entered into outside the

Ordinary Course;

(i) under which the Company or any of its

Subsidiaries (i) made or received payments for the fiscal year ended July 31, 2025

in excess of US$50,000 or (ii) is reasonably expected to make or receive payments in

excess of US$50,000 annually or US$50,000 over the life of the Contract;

(j) that creates an exclusive dealing arrangement

or right of first offer or refusal;

(k) that provided for a guarantee of availability

of supply or services by the Company or any of its Subsidiaries for a period greater than

six (6) months;

(l) requires the Company or any of its Subsidiaries

to purchase its total requirements of any product or service from a third party or that contain

“take or pay” provisions;

(m) providing for the purchase, sale or exchange

of, or option to purchase, sell or exchange, any property or asset where the purchase or

sale price or agreed value or fair market value of such property or asset exceeds US$50,000;

(n) that has a binding obligation where the

reasonably expected expenditures under any such Contract exceed US$50,000 per annum (other

than (x) any Contracts of the type set forth in this definition or (y) Contracts

that may be terminated or canceled by the Company for convenience without incurring any material

penalty);

(o) that mortgages, pledges or otherwise grants

any Person a Lien on any portion of the material assets of the Company or any of its Subsidiaries

(other than Permitted Liens);

(p) is a Company Lease;

(q) that provides for any settlement, conciliation

or similar agreement to which the Company or any of its Subsidiaries will have any material

outstanding obligation after the date of this Agreement;

(r) relates to the acquisition or disposition

(whether by amalgamation, sale or issue of shares, sale of assets or otherwise) of (i) any

business or securities of any other Person or any real property or (ii) any assets with

a value, individually or in the aggregate, in excess of US$50,000;

(s) is a Contract with an independent contractor

or consultant (or similar arrangement) to which the Company or any of its Subsidiaries is

a party and that is not cancellable without material penalty or without more than ninety

(90) days’ notice;

- 12 -

(t) is with any Governmental Entity to which

the Company or any of its Subsidiaries is a party;

(u) that includes an assignment, transfer,

license, consent to use, non-assertion, coexistence or other Contract concerning Intellectual

Property of or used by the Company or any of its Subsidiaries (other than non-customized

software subject to customary “shrink-wrap” or “click-through” type

Contracts with a replacement cost and/or annual license fee of less than US$50,000) or other

than non-exclusive licenses to a customer or supplier of the Company or its Subsidiaries

on the Company or its Subsidiaries’ unmodified standard form of customer or supplier

agreement in the Ordinary Course (unless the Contract contains “change of control”

or similar triggers that would materially alter, add to or impact the license terms therein

as a result of this Agreement or the Transactions);

(v) that provides for any confidentiality,

standstill or similar obligations;

(w) that obligates the Company or any of its

Subsidiaries to make any capital commitment, loan or expenditure;

(x) between the Company or any of its Subsidiaries,

on the one hand, and any Affiliate thereof;

(y) is with any director, officer, Company

Employee or contractor of the Company or any of its Subsidiaries or holder of record or beneficial

owner of 5% or more of the Company Shares, or Associate or Affiliate of any such officer,

director, Company Employee, contractor or beneficial owner;

(z) is a collective bargaining agreement (or

similar labour contract) covering any Company Employee or with any labour organization;

(aa) that is a shareholders agreement, investor

rights agreement, registration rights agreement, voting agreement or similar agreement or

commitment with respect to any shares or equity interests of the Company or its Subsidiaries;

(bb) that will require or give rise to (i) any

consent or approval from any Person, (ii) any right of termination or (iii) a guarantee

to be provided by the Purchaser or any Person that controls the Purchaser, in each case in

connection with the completion of the transactions contemplated by this Agreement;

(cc) providing for the establishment, investment

in, organization or formation of any joint venture, partnership, limited liability company,

revenue sharing arrangements or other similar agreement or arrangement;

(dd) any Contract with a Top Supplier or Top

Customer;

(ee) that is a swap, cap, floor, collar, futures

contract, forward contract, option or any other derivative financial instrument, contract

or arrangement, based on any commodity, security, instrument, rate or index of any kind or

nature whatsoever, whether tangible or intangible, including commodities, currencies, interest

rates and indices;

- 13 -

(ff) pursuant to which any broker, finder

or investment banker is entitled to any brokerage, finder’s or other fee or commission

in connection with any of the transactions contemplated by this Agreement based upon arrangements

made by or on behalf of the Company or any of its Subsidiaries;

(gg) any Contract with a Governmental Entity;

(hh) any Contract with any reseller, sales

partner, agency pursuant to which any Person has a right to market, resell or distribute

any Company Product; or

(ii) that is material to the business of the

Company and its Subsidiaries, taken as a whole.

“Maximum Amount” has the meaning

set forth in Section 5.09(a).

“MI 61-101” means Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Misrepresentation” has the

meaning ascribed thereto under Applicable Securities Laws.

“Money Laundering Laws” has

the meaning set forth in Section 3.01(ff).

“Nasdaq” means The Nasdaq

Capital Market.

“OHSA” has the meaning set

forth in Section 3.01(aa)(xii).

“Open Source Software” means

any software (in source or object code form) that is subject to a license or other agreement commonly referred to as an open source,

free software, copyleft or community source code license (including but not limited to any code or library licensed under the GNU General

Public License, GNU Lesser General Public License, BSD License, Apache Software License, or any other public source code license arrangement)

or any other similar license or agreement including without limitation any license defined as an open source license by the Open Source

Initiative as set forth on www.opensource.org.

“Order” means any order, writ,

judgment, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Entity.

“Ordinary Course” means, with

respect to an action taken by a Person, that such action is consistent in nature and scope with the past practices of such Person and

is taken in the ordinary course of the normal day-to-day business and operations of such Person consistent with past practices.

“Outside Date” means February 17,

2027.

“Parent” has the meaning set

forth in the preamble.

- 14 -

“Parties” means the Parent,

the Purchaser and the Company, and “Party” means any one of them, as the context requires.

“Permitted

Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following: (a) Liens

for Taxes that are not yet due and payable (or, if due and payable and delinquent, that are being contested in good faith by appropriate

Proceedings and for which adequate accruals or reserves have been made in accordance with IFRS and provided that payment has been made

so that the contest of any such Liens or Taxes does not subject the Company or any of its Subsidiaries to interest, penalty or forfeiture);

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others

in respect of the construction, maintenance, repair or operation of assets; provided that, such Liens are related to obligations not

due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as

required by applicable Law; (c) the right reserved to or vested in any Governmental Entity by any statutory provision, or by the

terms of any lease, licence, franchise, grant or permit of the Company or any of its Subsidiaries, to terminate any such lease, licence,

franchise, grant or permit, or to require annual or other payments as a condition of their continuance; (d) easements, rights of

way, servitudes and similar rights in land, including rights of way and servitudes for highways and other roads, railways, sewers, drains,

pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables that

do not materially adversely affect the use and enjoyment of any real or immovable property; (e) ownership rights reserved by lessors

under Company Leases; (f) ownership rights reserved by lessors under leases or licences for tangible personal property entered into

with the Company or any of its Subsidiaries; and (g) Liens as listed and described in Section 1.01 of the Disclosure Letter.

“Person” includes any individual,

partnership, limited partnership, association, body corporate, organization, joint venture, trust, estate, trustee, executor, administrator,

legal representative or government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

“Personal Information” means

any data or information in any media that is used or reasonably capable of being used alone or in conjunction with other information

to identify an individual and any other data or information that constitutes personal data or personal information under any Law to which

the Company or any of its Subsidiaries is subject.

“Plan of Arrangement” means

the plan of arrangement in the form attached in Schedule A hereto with such modification, if any, to be agreed upon by the Parties acting

in good faith promptly following the date of this Agreement, subject to any amendments or variations to such plan made in accordance

with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent

of the Parent and the Company, each acting reasonably.

“Pre-Acquisition Reorganization”

has the meaning set forth in Section 5.06(a).

“Proceeding” means any suit,

claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate

proceeding), hearing, audit, examination or known investigation commenced, brought, conducted or heard by or before any Governmental

Entity.

- 15 -

“Purchaser” has the meaning

set forth in the preamble.

“Regulatory Approvals” means

any consent, waiver, permit, exemption, review, Order, decision, non-objection or approval of, or any registration, licence and filing

with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in

each case required in relation to the Transactions.

“Related Party” has the meaning

set forth in Section 3.01(q).

“Related Party Transaction”

has the meaning set forth in Section 3.01(q).

“Reporting Jurisdictions”

has the meaning set forth in Section 3.01(j)(i).

“Representative” means, in

respect of any Person and, as applicable, any officer, director, trustee, partner, employee, representative (including any financial,

legal or other advisor) or agent of such Person or of any of its Subsidiaries.

“Required Consents” has the

meaning set forth in Section 7.02(d).

“Required Notices” has the

meaning set forth in Section 7.02(d).

“Required Securityholder Approval”

has the meaning set forth in Section 2.02(b).

“Sanctioned Country” means

any country or region that is the target of comprehensive Sanctions (including, without limitation, Cuba, Iran, North Korea, and

the Crimea, Donetsk and Luhansk regions of Ukraine).

“Sanctioned Person” means

any Person that is the subject or target of sanctions or restrictions under International Trade Laws, including any Person (a) listed

on any applicable Sanctions-related list, including, but not limited to, the U.S. Department of the Treasury Office of Foreign Assets

Control's ("OFAC") Specially Designated Nationals and Blocked Persons List; (b) located, organized, or resident

in a Sanctioned Country; and (c) that is, in the aggregate, 50 percent or greater owned, directly or indirectly, or otherwise controlled

by a Person or Persons described in clauses (a)-(b).

“Sanctions” means any economic

or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by Canada, the United States, (including,

but not limited to, the U.S. Department of Commerce, the U.S. Department of State, and OFAC), the United Nations Security Council, the

European Union or any member state thereof, the United Kingdom (including HM’s Treasury), or any other Governmental Entity with

jurisdiction over any Party hereto.

“SEC” means the U.S. Securities

Exchange Commission.

“Securities Authorities” means

the Canadian Securities Authorities and the SEC, as applicable.

“SEDAR+” means the System

for Electronic Document Analysis Retrieval + maintained by or on behalf of the Canadian Securities Administrators.

- 16 -

“Sensitive Information” means

all Personal Information, confidential information, proprietary information, Intellectual Property, Controlled Unclassified Information

and any other information protected by applicable Law or Contract that is collected, maintained, stored, transmitted, used, disclosed

or processed by or on behalf of the Company or any of its Subsidiaries.

“Special Committee” means

the special committee of the Board of the Company formed in connection with the Transactions.

“Subsidiary”

with respect to any Person, any other Person of which such first Person (either alone or through or together with one or more

of its other Subsidiaries) (a) owns, directly or indirectly, more than 50% of the shares or other equity interests the holders

of which are (i) generally entitled to vote for the election of the board of directors or other governing body of such legal entity,

or (ii) generally entitled to share in the profits or capital of such legal entity, or (b) controls or directs the management,

whether through Contract or otherwise.

“Superior Proposal” means

any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement from a Person (other than the Parent

or the Purchaser) or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 –

Take-Over Bids and Issuer Bids) to acquire not less than all of the outstanding Company Shares (other than Company Shares beneficially

owned by such Person or group of Persons making the Acquisition Proposal) or all or substantially all of the assets of the Company and

its Subsidiaries on a consolidated basis that:

(a) complied with Applicable Securities Laws;

(b) did not result from or involve a breach

of Article VI;

after receiving the advice of its outside legal and financial advisors, is reasonably likely

of being completed, without undue delay, taking into account all financial, legal, regulatory

and other aspects of such Acquisition Proposal (including the terms and conditions of such

proposal (including the transaction consideration, which shall consist exclusively of cash

and/or publicly-traded securities), conditionality and timing) and the Person or group of

Persons making such Acquisition Proposal and their respective Affiliates;

(d) is not subject to a financing condition

and, in respect of which it has been demonstrated to the satisfaction of the Board, in its

good-faith judgment, after receiving the advice of its outside legal counsel and financial

advisors, that adequate arrangements have been made to ensure that the required funds are

fully committed and non-contingent and will be available to effect payment in full for all

of the Company Shares or assets, as the case may be, and all other amounts payable in connection

with such Acquisition Proposal;

(e) is not subject to a due diligence condition

or access condition; and

(f) the Board determines, in its good-faith

judgment, after receiving the advice of its outside legal counsel and financial advisors

and after taking into account all legal, financial, regulatory and other aspects of such

Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal

and their Affiliates, would if consummated in accordance with its terms, but without assuming

away the risk of non-completion, result in a transaction that is more favourable, from a

financial point of view, to Company Shareholders than the Arrangement (including any amendments

to the terms and conditions of the Arrangement proposed by the Parent pursuant to Section 6.04(b)).

- 17 -

“Superior Proposal Notice”

has the meaning set forth in Section 6.04(a)(iii).

“Supporting Shareholders”

means each of the Company’s directors and officers who are Company Shareholders, Company Warrantholders and Company Optionholders,

and each of the Company Shareholders set forth on Section 1.01(b) of the Disclosure Letter.

“Tax Act” means the Income

Tax Act (Canada).

“Tax”

or “Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies

and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated,

unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits,

gains, windfalls, royalties, capital, capital stock, production, volume, quantity, recapture, transfer, land transfer, licence, gift,

occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use,

value-added, fuel, carbon, excise, special assessment, stamp, withholding, business, franchising, real, immovable or personal or movable

property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social

security, education, utility, surtaxes, customs, countervailing, import or export, and including all licence and registration fees and

all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines,

additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts described in paragraph (a) above

or this paragraph (b); (c) any liability for the payment of any amounts of the type described in paragraphs (a) or (b) as

a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the

payment of any amounts described in paragraphs (a) or (b) as a result of any express or implied obligation to indemnify any

other Person or as a result of being a transferee or successor in interest to any party, and in each case, whether disputed or not.

“Tax Returns” means any and

all returns, reports, declarations, elections, notices, forms, designations, claims or refund filings and statements (including estimated

tax returns and reports, withholding tax returns and reports and information returns and reports) made, prepared or filed or required

to be filed in connection with the determination, assessment, collection or payment of any Tax or the implementation or enforcement of

any Laws, regulation or administrative requirements relating to any Tax.

“Terminating Party” has the

meaning set forth in Section 5.08(c).

“Termination Fee” has the

meaning set forth in Section 8.04(b).

“Termination Fee Event” has

the meaning set forth in Section 8.04(b)

“Termination Notice” has the

meaning set forth in Section 5.08(c).

- 18 -

“Third-Party Beneficiaries”

has the meaning set forth in Section 10.06.

“Transactions” means the transactions

contemplated by this Agreement, including the Bridge Loan, and any ancillary documents, agreements or arrangements, including any schedules,

exhibits or letters attached hereto or thereto.

“Transferred Personal Information”

means the Personal Information disclosed or conveyed to the Parent and the Purchaser by or on behalf of the Company or any of its Subsidiaries,

in relation to, as a result of or in connection with the Transactions, and includes all such Personal Information disclosed to the Parent

and the Purchaser prior to the execution of this Agreement.

“TSXV” means the TSX Venture

Exchange.

“United States” or “U.S.”

means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“U.S. Securities Act” means

the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“U.S. Securities Exchange Act”

means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Laws” means

the U.S. Securities Act, the U.S. Securities Exchange Act and any applicable state securities laws.

“U.S. Tax Code” means the

Internal Revenue Code of 1986, as amended.

“Voting and Support Agreements”

means the agreements to vote in favour of the Arrangement Resolution dated the date of this Agreement and made between the Parent, the

Purchaser and each of the Supporting Shareholders set forth in Section 1.01(b) of the Disclosure Letter.

“Willful Breach” means with

respect to any representation, warranty, agreement or covenant in this Agreement, a breach of this Agreement that is a consequence of

an act or omission by the Breaching Party with the actual knowledge that the taking of such act or failure to act, as applicable, would,

or would reasonably be expected to, cause a breach of this Agreement.

Section 1.02 Certain

Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections

and the insertion of headings are for convenient reference only and do not affect the construction

or interpretation of this Agreement.

(b) Currency.

Unless otherwise specified, all references to dollars or to $ are references to Canadian

dollars. In the event that any amounts are required to be converted from a foreign currency

to Canadian dollars or vice versa, such amounts shall be converted using the most recent

closing exchange rate of The Bank of Canada available before the relevant calculation date.

- 19 -

and Number. Any reference to gender includes all genders. Words importing the singular

number include the plural and vice versa.

(d) Certain

Phrases, etc. The words “including”, “includes”

and “include” mean “including (or includes or include) without

limitation”. Unless stated otherwise, “Article”, “Section”

and “Schedule” followed by a number or letter mean and refer to the specified

Article or Section of or Schedule to this Agreement. The term “Agreement”

and any reference in this Agreement to this Agreement or any other agreement or document

includes, and is a reference to, this Agreement or such other agreement or document as it

may have been, or may from time to time be, amended, restated, replaced, supplemented or

novated and includes all schedules to it.

(e) Capitalized

Terms. All capitalized terms used in any Schedule or in the Disclosure Letter shall have

the meanings ascribed to them in this Agreement.

(f) Knowledge.

Where any representation or warranty is expressly qualified by reference to the knowledge

of the Company, it is deemed to refer to the actual knowledge of any of Sai Huda, Andy Kim,

Dong Shim or Bryan Rho, in each case, after making reasonable inquiry.

(g) Statutory

References. Any reference to a particular statute refers to such statute and all rules and

regulations made under it, as it or they may have been or may from time to time be amended,

consolidated, replaced or re-enacted.

(h) Date

for Any Action. If the date on which any action is required or permitted to be taken

hereunder by a Person is not a Business Day, such action shall be required or permitted to

be taken on the next succeeding day that is a Business Day.

(i) Time

References. References to time are to local time in Vancouver, British Columbia. When

computing any time period in this Agreement, the following rules shall apply:

(i) the

day marking the commencement of the time period shall be excluded but the day of the deadline

or expiry of the time period shall be included; and

(ii) any

day that is not a Business Day shall be included in the calculation of the time period; however,

if the day of the deadline or expiry of the time period falls on a day that is not a Business

Day, the deadline or time period shall be extended to the next following Business Day.

(j) Consent.

If any provision requires the approval or consent of a Party and such approval or consent

is not delivered within the specified time limit, the Party whose consent or approval is

required shall be conclusively deemed to have withheld its approval or consent.

(k) Subsidiaries.

To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary

of the Company, each such provision shall be construed as a covenant by the Company to cause

(to the fullest extent to which it is legally capable) such Subsidiary to perform the required

action.

- 20 -

(l) Schedules.

The Schedules attached to this Agreement form an integral part of this Agreement for all

purposes of it.

(m) Data

Room. The term “made available” or “provided” and words

of similar import mean, with respect to any document, that such document was previously made

available in the Data Room relating to the Transactions maintained by the Company to which

the Parent and its Representatives have unrestricted access on or prior to two (2) Business

Days prior to the date of execution of this Agreement.

Article II.

The Arrangement

Section 2.01 The

Arrangement

The Parties agree to implement the Arrangement

in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

Section 2.02 Interim

Order

As soon as reasonably practicable after the date

of this Agreement, and in any event in sufficient time to permit the Company Meeting to be held in accordance with Section 2.04,

the Company shall apply in a manner and form acceptable to the Parent, acting reasonably, pursuant to Section 291 of the BCBCA and,

in co-operation with the Parent, prepare, file and diligently pursue an application for the Interim Order, which must provide, among

other things:

(a) for

the calling and holding of the Company Meeting and for the class of Persons to whom notice

is to be provided in respect of the Arrangement and the Company Meeting, and for the manner

in which such notice is to be provided;

(b) that

the required level of approval for the Arrangement Resolution (the “Required Securityholder

Approval”) shall be: (i) at least two-thirds of the votes cast on the Arrangement

Resolution by Company Shareholders present in person or represented by proxy at the Company

Meeting, (ii) at least two-thirds of the votes cast on the Arrangement Resolution by

the Company Shareholders, the Company Warrantholders and the Company Optionholders, voting

together as a single class, and (iii) if, and to the extent, required, at least a majority

of the votes cast on the Arrangement Resolution by the Company Shareholders present in person

or represented by proxy at the Company Meeting voting together as a single class, excluding

for this purpose votes attached to Company Shares held by Persons described in items (a) through

(d) of section 8.1(2) of MI 61-101;

the Company Meeting may be held as a virtual-only or hybrid securityholder meeting and that

Company Shareholders, Company Warrantholders and Company Optionholders that participate in

the Company Meeting by virtual means will be deemed to be present at the Company Meeting,

including for purposes of establishing quorum;

- 21 -

(d) that,

if a virtual-only Company Meeting is held with the approval of the Court, such Company Meeting

will be deemed to be held at the location of the Company’s registered office;

(e) for

the grant of the Dissent Rights only to those Company Shareholders who are registered Company

Shareholders as of the deadline for exercising Dissent Rights as contemplated in the Plan

of Arrangement;

(f) for

the notice requirements with respect to the presentation of the application to the Court

for the Final Order;

(g) that

the Company Meeting may be adjourned or postponed from time to time by the Company in accordance

with the terms of this Agreement or as otherwise agreed to by the Parties without the need

for additional approval of the Court and without the necessity of first convening the Company

Meeting or obtaining any vote of the Company Shareholders, Company Warrantholders and Company

Optionholders, and notice of any such adjournment or postponement shall be given by such

method as the Parties may agree is appropriate in the circumstances;

(h) confirmation

of the record date for the purposes of determining the Company Shareholders, the Company

Warrantholders and the Company Optionholders entitled to receive notice of and to vote at

the Company Meeting in accordance with the Interim Order;

(i) that

the record date for Company Shareholders, Company Warrantholders and Company Optionholders

entitled to notice of and to vote at the Company Meeting will not change as a result of any

adjournment or postponement of the Company Meeting, unless required by Law or the Court;

(j) that

each Company Shareholder, Company Warrantholder, Company Optionholder and any other affected

Person shall have the right to appear before the Court at the hearing of the Court to approve

the application for the Final Order so long as they enter a response within the prescribed

time and in accordance with the procedures set out in the Interim Order;

(k) that,

subject to the foregoing and in all other respects, other than as ordered by the Court, the

terms, restrictions and conditions of the Company Constating Documents, including quorum

requirements and all other matters, shall apply in respect of the Company Meeting;

(l) that

the deadline for the submission of proxies by Company Shareholders, Company Warrantholders

and Company Optionholders for the Company Meeting shall be 48 hours (excluding Saturdays,

Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting,

subject to waiver by the Company in accordance with this Agreement; and

(m) for

such other matters as the Parent may reasonably require, subject to obtaining the prior consent

of the Company, such consent not to be unreasonably conditioned, withheld or delayed, and

subject to the approval of the Court.

- 22 -

Section 2.03 Company

Circular

(a) The

Company shall, as promptly as reasonably practicable following the execution of this Agreement,

prepare and complete, in consultation with the Parent as contemplated by this Section 2.03,

the Company Circular, together with any other documents required by Law in connection with

the Company Meeting, and the Company shall, as promptly as reasonably practicable after obtaining

the Interim Order, cause the Company Circular and such documents to be filed with the Securities

Authorities or any other Governmental Entity (including the TSXV) and sent to each Company

Shareholder, Company Warrantholders, Company Optionholder and other Person as required by

the Interim Order and Law, in each case so as to permit the Company Meeting to be held in

accordance with Section 2.04.

(b) The

Company shall ensure that the Company Circular complies, in all material respects with applicable

Law and the Interim Order, does not contain any Misrepresentation (other than with respect

to any written information concerning the Parent or the Purchaser that is furnished in writing

by or on behalf of the Parent or its Representatives for inclusion in the Company Circular

pursuant to Section 2.03(c)) and provides the Company Shareholders, the Company Warrantholders

and the Company Optionholders with sufficient information to permit them to form a reasoned

judgment concerning the matters to be placed before the Company Meeting. Without limiting

the generality of the foregoing, but subject to the terms of this Agreement, the Company

Circular must include:

(i) a copy

of the Interim Order;

(ii) a

summary and a copy of the Fairness Opinion;

(iii) a

statement that the Special Committee has unanimously determined that the Arrangement is fair

and reasonable to the Company Shareholders, Company Warrantholders and the Company Optionholders

and in the best interests of the Company, and unanimously recommended that the Board (A) approve

this Agreement and the Arrangement and (B) recommend that the Company Shareholders,

the Company Warrantholders and the Company Optionholders vote in favour of the Arrangement

Resolution;

(iv) a

statement that the Board has received the unanimous recommendation of the Special Committee,

has received the Fairness Opinion and has, after receiving advice from its financial advisor

and outside legal counsel, unanimously: (A) determined that the Arrangement is fair

and reasonable to the Company Shareholders, the Company Warrantholders and the Company Optionholders

and in the best interests of the Company and (B) recommends that the Company Shareholders,

the Company Warrantholders and the Company Optionholders vote in favour of the Arrangement

Resolution (the “Board Recommendation”);

(v) the

rationale for the Board Recommendation; and

- 23 -

(vi) a

statement that each director and officer of the Company has entered into a Voting and Support

Agreement pursuant to which such Person has agreed to vote, or cause to be voted, all their

Company Shares, Company Warrants and Company Options in favour of the Arrangement Resolution

in accordance with the terms of the Voting and Support Agreement.

Parent shall provide to the Company in writing all reasonably necessary information concerning

the Parent and the Purchaser that is required by applicable Law to be included in the Company

Circular or other related documents and ensure that such information does not contain a Misrepresentation

concerning the Purchaser. The Parent shall also use commercially reasonable efforts to obtain

any necessary consents from any of its auditors and any other advisors to the use of any

financial, technical or other expert information required to be included in the Company Circular

and to the identification in the Company Circular of each such advisor.

(d) The

Company shall promptly furnish the Parent with copies of all written correspondence, and

summaries of all material oral communications, between the Company or any of its Representatives,

on the one hand, and the Securities Authorities, the SEC, Nasdaq or any other Governmental

Entity, on the other hand, relating to the Transactions. The Company shall allow the Parent

and its Representatives a reasonable opportunity to review and comment on drafts of the Company

Circular and other documents, agreements or arrangements prior to the Circular and such documents

being submitted to any Governmental Entity, printed or mailed to Company Shareholders, Company

Warrantholders and Company Optionholders or filed with any Governmental Entity, and shall

consider such comments made by the Parent and its Representatives in good faith, and agrees

that all information relating solely to the Parent that is furnished by or on behalf of the

Parent for inclusion in the Company Circular or other documents, agreements or arrangements

must be in a form and content satisfactory to the Parent, acting reasonably. The Company

shall provide the Parent with final copies of the Company Circular and all other related

documents prior to mailing such documents to the Company Shareholders, the Company Warrantholders

and Company Optionholders. To the extent permitted by applicable Law, the Company shall permit

the Parent and its Representatives to participate in all meetings, telephone conferences

and other substantive communications with the Securities Authorities, the SEC, Nasdaq and

any other Governmental Entity relating to the Transactions.

(e) The

Company shall promptly notify the Parent if it becomes aware that the Company Circular contains

a Misrepresentation or otherwise requires an amendment or supplement and the Parties shall

co-operate in the preparation of any amendment or supplement to the Company Circular as required

or appropriate and the Company shall promptly mail or otherwise publicly disseminate any

amendment or supplement to the Company Circular to the Persons to whom the Company Circular

was sent pursuant to Section 2.03(a) and, if required by the Court or by Law, file

the same with the Securities Authorities or any other Governmental Entity as required. The

Company shall allow the Parent and its outside legal counsel a reasonable opportunity to

review and comment on any such amendment or supplement to the Company Circular prior to any

filing or dissemination thereof and shall give reasonable consideration to any comments made

by the Parent and its outside legal counsel thereon. The Company shall provide the Parent

with final copies of any such amendment or supplement to the Company Circular prior to the

filing or dissemination thereof.

- 24 -

(f) The

Company shall promptly inform the Parent of the receipt of any communication, request or

comment, whether written or oral, from any Securities Authority or other Governmental Entity

(including the TSXV) with respect to the Company Circular, the Company Meeting or the Arrangement,

and shall promptly provide copies of all correspondences between the Company and its Representatives,

on the one hand, and any such Securities Authority or other Governmental Entity (including

the TSXV), on the other hand. The Company shall respond as promptly as practicable to any

communication, request or comment, whether written or oral, from any Securities Authority

or other Governmental Entity (including the TSXV) with respect to the Company Circular, the

Company Meeting or the Arrangement, and shall consult with the Parent and its outside legal

counsel prior to submitting any responses or other communications to any Securities Authority

or other Governmental Entity (including the TSXV). In connection with the submission of any

response to any Securities Authority or other Governmental Entity (including the TSXV), the

Company shall allow the Parent and its outside legal counsel a reasonable opportunity to

review and comment on such response and shall give reasonable consideration to any comments

made by the Parent and its outside legal counsel thereon.

Section 2.04 Company

Meeting

Subject to the receipt of the Interim Order and

the terms of this Agreement and the Interim Order, the Company shall:

(a) convene

and conduct the Company Meeting in accordance with the Interim Order, the Company Constating

Documents and Law as promptly as practicable (but in any event not later than October 19,

2026), with the record date for notice of and voting at the Company Meeting to be as soon

as reasonably practicable after the date of this Agreement (and, subject to applicable Law,

in any event on or before August 31, 2026), and, in this regard, the Company shall abridge,

as necessary, any time periods that may be abridged under Applicable Securities Laws;

(b) not

adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation

of) the Company Meeting without the prior written consent of the Parent, except as (i) required

or permitted under Section 5.08(d) or Section 6.04(e); (ii) required

for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled);

or (iii) required by Law or a Governmental Entity;

the Board has made a Change in Recommendation in accordance with Section 6.04(a), to

solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution

submitted by any Person that is inconsistent with the Arrangement Resolution and the completion

of any of the Transactions, including, if so requested by the Parent and at the Parent’s

expense, using established proxy solicitation services firms selected by the Parent and co-operating

such proxy solicitation services firms and with any Persons engaged by the Parent to solicit

proxies in favour of the Arrangement Resolution and against any resolution submitted by any

Person that is inconsistent with the Arrangement Resolution and the completion of any of

the Transactions;

- 25 -

(d) permit

the Parent to, at the Parent’s expense, on behalf of the management of the Company,

directly or through a proxy solicitation services firm of its choice, actively solicit proxies,

on behalf of management of the Company, in favour of the approval of the Arrangement Resolution

and against any resolution submitted by any Person that is inconsistent with the Arrangement

Resolution and the completion of any of the Transactions in compliance with Law, and the

Company shall disclose in the Company Circular that the Parent may make such solicitations;

(e) promptly

provide the Parent with copies of or access to information regarding the Company Meeting

generated by the Company’s transfer agent or any proxy solicitation services firm retained

by the Company, as reasonably requested from time to time by the Parent;

(f) except

as required by applicable Law, or with the prior written consent of the Parent, not propose

or submit for consideration at the Company Meeting any business other than the Arrangement

Resolution;

(g) consult

with the Parent in fixing the date of the Company Meeting and the record date for the Company

Meeting in accordance with Section 2.04(a), give notice to the Parent of the Company

Meeting, and allow the Parent’s Representatives and outside legal counsel to attend

the Company Meeting;

(h) promptly

advise the Parent, at such times as the Parent may reasonably request and on a daily basis

on each of the last 15 Business Days prior to the date of the Company Meeting, as to the

aggregate tally of proxies (for greater certainty, specifying votes “for” and

votes “against” the Arrangement Resolution) received by the Company in respect

of the Arrangement Resolution;

(i) promptly

advise the Parent of any communication (written or oral) received from, or claims brought

by (or, to the knowledge of the Company, threatened to be brought by), any Person in opposition

to the Arrangement, any written notice of dissent or purported exercise of Dissent Rights

received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights

received by the Company and, subject to Law, provide the Parent with an opportunity to review

and comment upon any written communication sent by or on behalf of the Company to any such

Person and to participate in any discussions, negotiations or Proceedings with or including

any such Persons;

(j) not

settle, compromise or make any payment with respect to, or agree to settle, compromise or

make any payment with respect to, any exercise or purported exercise of Dissent Rights;

- 26 -

(k) notify

the Parent if any beneficial holders of any Company Shares seek to become registered Company

Shareholders by withdrawing their Company Shares from the book-based system;

(l) not

change the record date for the Company Shareholders, the Company Warrantholders or the Company

Optionholders entitled to receive notice of and to vote at the Company Meeting (including

in connection with any adjournment or postponement of the Company Meeting) unless required

by Law and, in such event, any new or amended record date shall be acceptable to the Parent,

acting reasonably

(m) at

the reasonable request of the Parent from time to time, provide the Parent with a list of

the: (i) registered Company Shareholders, together with their addresses and respective

holdings of Company Shares; (ii) names, addresses and holdings of all Persons owning

securities that entitle the holder to subscribe for or otherwise acquire Company Shares;

and (iii) participants and book-based nominee registrants, such as CDS & Co.,

CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares, together

with their addresses and respective holdings of Company Shares, all as of a date that is

as close as reasonably practicable to the date of delivery of such lists, and shall from

time to time require that its registrar and transfer agent furnish the Parent with such additional

information, including updated or additional lists of Company Shareholders and lists of securities

positions and other assistance as the Parent may reasonably request; and

(n) not

waive (i) any failure by any Company Shareholder to timely deliver notice of the exercise

of Dissent Rights or (ii) the deadline for the submission of proxies by Company Shareholders,

Company Warrantholders or Company Optionholders for the Company Meeting, in each case, without

the prior written consent of the Parent.

Section 2.05 Final

Order

If the Interim Order is obtained and the Arrangement

Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable

to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA,

as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed

at the Company Meeting or within such other period as the Parties may agree in writing, acting reasonably, and after providing notice

to the Company Shareholders of their right to participate at such hearing of the Court with respect to the application and issuance of

the Final Order.

Section 2.06 Court

Proceedings

In connection with all Proceedings relating to

obtaining the Interim Order and the Final Order, the Company shall, subject to the terms of this Agreement:

(a) diligently

pursue, and co-operate with the Parent in diligently pursuing, the Interim Order and the

Final Order and any appeal therefrom or any amendment thereto;

(b) provide

the Parent and its outside legal counsel with a reasonable opportunity to review and comment

upon drafts of all material to be filed with, or submitted to, the Court in connection with

the Arrangement (including drafts of the petition for Interim Order and Final Order, affidavits, Interim

Order and Final Order) and give reasonable and due consideration to all such comments of

the Parent and its outside legal counsel; provided that, all information relating to the

Parent or the Purchaser included in such materials shall be in a form and substance satisfactory

to the Parent, acting reasonably;

- 27 -

to the Parent and its outside legal counsel, on a timely basis, copies of any response to

petition, evidence or other documents served on the Company or its outside legal counsel

in respect of the application for the Interim Order or the Final Order, or any appeal from

them and any notice, written or oral, indicating the intention of any Person to appeal, or

oppose the granting of, the Interim Order or the Final Order;

(d) ensure

that all material filed with the Court in connection with the Arrangement is consistent in

all material respects with the terms of this Agreement and the Plan of Arrangement;

(e) not

file any material with the Court in connection with the Arrangement or serve any such material,

or agree to modify or amend any material so filed or served, except as contemplated by this

Agreement or with the Parent’s prior written consent, such consent not to be unreasonably

withheld, conditioned or delayed; provided that, the Parent is not required to agree or consent

to any increase in or variation in the form of the Consideration or other modification or

amendment to such filed or served materials that expands or increases the Parent’s

or the Purchaser’s obligations, or diminishes or limits the Parent’s or the Purchaser’s

rights, set forth in any such filed or served materials or under this Agreement, the Arrangement

and the Voting and Support Agreements.

(f) oppose

any appearance, proposal or motion from any Person that the Final Order contain any provision

inconsistent with this Agreement or the Plan of Arrangement and shall consult with the Parent

with respect to the defence or settlement of any Company Shareholder or derivative proceeding

and shall not settle in respect of any Proceeding without the Parent’s prior written

consent;

(g) if

the Company is required by the terms of the Final Order or by Law to return to Court with

respect to the Final Order, it shall do so only after notice to, and in consultation and

co-operation with, the Parent and its outside legal counsel; and

(h) not

object to the outside legal counsel to the Parent making such submissions on the hearing

of the motion for the Interim Order and the application for the Final Order, or any appeal

therefrom or any amendment thereto, as such counsel considers appropriate; provided that,

the Parent advises the Company of the nature of any submissions prior to the hearing and

such submissions are consistent in all material respects with this Agreement and the Plan

of Arrangement.

Section 2.07 Treatment

of Convertible Securities

Subject to the Plan of Arrangement, pursuant

to the Arrangement:

(a) all

outstanding Company Options, whether vested or unvested, shall cease to represent an option

or other right to acquire Company Shares and shall be cancelled following the Effective Time

in accordance with the Plan of Arrangement in exchange for a cash payment equal to the Consideration,

less applicable withholdings; and

- 28 -

(b) all

outstanding Company Warrants shall cease to represent a warrant or other right to acquire

Company Shares and shall be cancelled following the Effective Time in accordance with the

Plan of Arrangement and shall receive no consideration in connection with the Arrangement

or the Transactions. No Company Warrant shall be assumed or continued by Parent, the Purchaser

or the Company in connection with the Arrangement or the Transactions.

Section 2.08 The

Arrangement and Effective Date

The Parties agree that the Arrangement will be

implemented in accordance with, and subject to the terms and conditions contained in, this Agreement and the Plan of Arrangement. From

and after the Effective Time, the steps to be carried out pursuant to the Arrangement shall become effective in accordance with the Plan

of Arrangement. The Effective Date shall occur on the date upon which the Parties agree in writing as the Effective Date or, in the absence

of such agreement, ten (10) Business Days following the satisfaction or waiver (subject to Laws) of the last of the conditions set

forth in Article VII (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the

satisfaction or, where not prohibited, waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those

conditions as of the Effective Date). The Arrangement shall be effective at the Effective Time on the Effective Date. From and after

the Effective Time, the Plan of Arrangement shall have all of the effects provided by Law.

Section 2.09 Payment

of Consideration

The Purchaser shall, prior to the Effective Time,

deliver or cause to be delivered to the Depositary in escrow pending the Effective Time, cash in an aggregate amount sufficient to satisfy

the aggregate Consideration payable at the Effective Time, as provided in the Plan of Arrangement (other than with respect to Company

Shareholders exercising Dissent Rights).

Section 2.10 Withholdings

The Parties, the Depositary and any Person that

makes a payment hereunder or under the Plan of Arrangement, as applicable, shall be entitled to deduct or withhold (or cause to be deducted

or withheld) from any amount payable or otherwise deliverable to any Person hereunder or under the Plan of Arrangement and from all dividends,

interest or other amounts payable to any Person (including, for greater certainty and as applicable, any Company Shareholder, and any

Dissenting Holder) such amounts as any of the Parties or the Depositary or such other Person may be required or permitted to deduct or

withhold therefrom under any provision of applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts

shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the Person to whom such amounts

would otherwise have been paid; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental

Entity.

- 29 -

Section 2.11 Adjustment

to Consideration

Notwithstanding anything in this Agreement to

the contrary, if, between the date of this Agreement and the Effective Time:

(a) the issued and outstanding Company Shares

shall have been changed into a different number of shares by reason of any split, consolidation,

stock dividend, reclassification, recapitalization or exchange of shares, or any similar

event related to the issued and outstanding Company Shares; or

(b) the Company shall have declared, set aside

or paid any dividend, return of capital or other distribution on the Company Shares with

a record date on or prior to the Effective Date;

then the Consideration to be paid per Company

Share shall be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement

and the Arrangement prior to such action, and as so adjusted shall, from and after the date of such event, be the Consideration to be

paid per Company Share, subject to further adjustment in accordance with this Section 2.11. For certainty, nothing in this Section 2.11

shall derogate from the covenants, terms and conditions in this Agreement or be construed to permit the Parent, the Purchaser, the Company

or any of their respective Affiliates to take any action that is otherwise prohibited by the terms of this Agreement or to cure any breach

or inaccuracy of any representation, warranty or covenant given by a Party under this Agreement.

Article III.

Representations and Warranties of the Company

Section 3.01 Representations

and Warranties of the Company

Except as disclosed in the Disclosure Letter

(it being expressly understood and agreed that the disclosure of any fact or item in any section of the Disclosure Letter shall be deemed

to be an exception to (or, as applicable, disclosure for the purposes of) (i) the representations and warranties of the Company

that are contained in the corresponding section of this Agreement and (ii) any other representation or warranty of the Company in

this Agreement to which the relevance of such fact or item is reasonably apparent on its face), the Company represents and warrants to

the Parent and the Purchaser as follows and acknowledges and agrees that the Parent and the Purchaser are relying upon such representations

and warranties in connection with the entering of this Agreement and the consummation of the Arrangement:

(a) Organization

and Qualification. The Company and each of its Subsidiaries is:

(i) a corporation

or other entity duly incorporated or organized, as applicable, validly existing and in good

standing under the laws of the jurisdiction of its incorporation or organization and has

all corporate or similar power and capacity to carry on its business as now conducted and

to own, lease and operate its assets and properties; and

(ii) duly

qualified or licensed to carry on business and is in good standing in each jurisdiction in

which the character of its assets and properties, owned, leased, licensed or otherwise held,

or the nature of its activities, makes such qualification necessary.

- 30 -

(b) Company

Constating Documents. The Company has previously made available to the Parent true and

complete copies of the Company Constating Documents and the organizational documents of each

of its Subsidiaries, in each case as amended to the date of this Agreement, and each as so

delivered is in full force and effect. The Company is not in violation of any provision of

the Company Constating Documents or any of the organizational documents of each of the Subsidiaries.

The Company has made available to the Parent true and complete copies of the minutes (or,

in the case of draft minutes, the most recent drafts thereof as of the date of this Agreement)

of all meetings of the Company Shareholders, the Board and each committee of the Board held

since July 31, 2024.

Authorization. The Company has the requisite corporate power and authority to enter into

and perform its obligations under this Agreement and consummate the Transactions. The execution

and delivery of this Agreement, the performance by the Company of its obligations under this

Agreement and the consummation of the Transactions have been duly authorized by all necessary

corporate or similar action on the part of the Company and no other corporate proceedings

on the part of the Company are necessary to authorize this Agreement or the consummation

of the Transactions other than the Required Securityholder Approval, the Interim Order and

the Final Order.

(d) Execution

and Binding Obligation. This Agreement has been duly executed and delivered by the Company

and constitutes a legal, valid and binding agreement of the Company enforceable against it

in accordance with its terms subject only to any limitation on enforcement under Laws relating

to bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights

generally. The Required Securityholder Approval is the only vote of the holders of any class

or series of the Company’s capital stock or other securities of the Company or any

of its Subsidiaries required in connection with the consummation of the Transactions. No

vote of the holders of any class or series of the Company’s capital stock or other

securities is required in connection with the consummation of any of the Transactions to

be consummated by the Company other than the Arrangement.

(e) Governmental

Authorization. The execution and delivery of this Agreement by the Company, the performance

of its and its Subsidiaries’ obligations under this Agreement and the consummation

of the Transactions do not require any Authorization or other action by or in respect of,

or filing with, or notification to, any Governmental Entity by the Company or any of its

Subsidiaries, other than: (i) the Key Regulatory Approvals and any filings required

in order to obtain, and any approvals required by, the Key Regulatory Approvals; and (b) filings

under the BCBCA in respect of the Arrangement.

(f) Non-Contravention.

The execution and delivery of this Agreement by the Company, the performance of its and its

Subsidiaries’ obligations under this Agreement and the consummation of the Arrangement

by the Company and its Subsidiaries and the Transactions do not and will not (or would not

with the giving of notice, the lapse of time or the happening of any other event or condition):

(i) contravene,

conflict with, or result in any violation, default (with or without notice or lapse of time,

or both) under, breach of, or give rise to a right of, or result in, termination, cancelation,

modification or acceleration of any obligation or to the loss of a benefit under, or result

in the creation of any Lien in or upon any of the properties, assets or rights of the Company

or any of its Subsidiaries under, or give rise to any increased, additional, accelerated

or guaranteed rights or entitlements under, or require any consent, waiver or approval of

any Person pursuant to, any provision of the Company Constating Documents or the organizational

documents of any Subsidiary of the Company;

- 31 -

(ii) assuming

compliance with the matters referred to in Section 3.01(e), contravene, conflict with

or result in a violation, default (with or without notice or lapse of time, or both) under,

breach of, or give rise to a right of, or result in, termination, cancelation, modification

or acceleration of any obligation or to the loss of a benefit under, or result in the creation

of any Lien in or upon any of the properties, assets or rights of the Company or any of its

Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed

rights or entitlements under, or require any consent, waiver or approval of any Person pursuant

to, any Law applicable to the Company or any of its Subsidiaries or any of their respective

properties or assets;

(iii) except

as set out in Section 3.01(f)(iii) of the Disclosure Letter, allow any Person to

exercise any right, require any consent, or notice under or other action by any Person, or

constitute a default under, or cause or permit the termination, cancellation, acceleration

or other change of any right or obligation, or the loss of any benefit to which the Company

or any of its Subsidiaries is entitled (including by triggering any rights of first refusal

or first offer, change in control provisions or other restrictions or limitations) under

any Material Contract or any Authorization to which the Company or any of its Subsidiaries

is a party or by which the Company, any of its Subsidiaries or any of their respective properties

or assets is bound; or

(iv) result

in the creation or imposition of any Lien upon any of the properties or assets of the Company

or any of its Subsidiaries.

(g) Capitalization.

(i) The

authorized capital of the Company consists of an unlimited number of common shares.

(ii) As

of the date of this Agreement, there are 26,766,269 Company Shares issued and outstanding.

(iii) As

of the date of this Agreement, there are 4,205,300 Company Shares issuable upon the exercise

of outstanding Company Options. Section 3.01(g)(iii) of the Disclosure Letter contains

a list of the outstanding Company Options with details regarding the holders, date of grant,

exercise price and the vesting terms of such securities. All of the outstanding Company Options

have been duly authorized by the Board (or a duly authorized committee thereof) and issued

in compliance with applicable Laws (including Applicable Securities Laws) and the terms of

the Company Option Plan.

- 32 -

(iv) As

of the date of this Agreement, there are 75,000 Company Shares issuable upon the exercise

of outstanding Company Warrants. Section 3.01(g)(iv) of the Disclosure Letter contains

a list of the outstanding Company Warrants with details regarding the holders, date of grant,

exercise price and expiry date of such securities. All of the outstanding Company Warrants

have been duly authorized by the Board and issued in compliance with applicable Laws (including

Applicable Securities Laws). The Company has made available to Parent an accurate and complete

copy of each Company Warrant. As of the Effective Time, no former holder of a Company Warrant

will have any rights with respect to such Company Warrant and shall receive no consideration

in connection with the Arrangement or the Transactions.

(v) Except

for outstanding Company Warrants and Company Options, there are no issued, outstanding or

authorized options, equity-based awards, warrants, director share units, restricted share

units, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation, subscription

or other rights, or any other agreements, arrangements, understandings, instruments or commitments

of any kind that obligate the Company or any of its Subsidiaries to, directly or indirectly,

issue or sell any, or create any additional classes of, securities of the Company or any

of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities

of the Company or any of its Subsidiaries. All outstanding shares of capital stock of the

Company are, and all shares reserved for issuance will be, when issued, duly authorized,

validly issued, fully paid and non-assessable. All outstanding shares of capital stock and

other voting securities or equity interests of each such Subsidiary are owned, directly or

indirectly, by the Company, free and clear of all Liens and transfer restrictions of any

nature whatsoever.

(vi) There

are no outstanding contractual or other obligations of the Company or any Subsidiary to repurchase,

redeem or otherwise acquire any securities of the Company or any of its Subsidiaries or to

qualify securities for public distribution in Canada, the United States or elsewhere. Neither

the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other

obligations having the right to vote (or convertible into, or exchangeable or exercisable

for, securities having the right to vote) with the Company Shareholders or such Subsidiary

on any matter.

(vii) Other

than the Company Shares, there are no securities or other instruments or obligations of the

Company or any of its Subsidiaries that carry (or which is convertible into, or exchangeable

for, securities having) the right to vote generally with the Company Shareholders on any

matter.

- 33 -

(viii) There

are no outstanding (A) shares of capital stock or other voting securities or equity

interests of the Company, (B) securities of the Company or any of its Subsidiaries convertible

into or exchangeable or exercisable for shares of capital stock of the Company or other voting

securities or equity interests of the Company or any of its Subsidiaries, (C) stock

appreciation rights, “phantom” stock rights, performance units, interests in

or rights to the ownership or earnings of the Company or any of its Subsidiaries or other

equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants,

calls, commitments, Contracts or other similar rights or arrangements to acquire from the

Company or any of its Subsidiaries, or obligations or commitments of the Company or any of

its Subsidiaries to issue, any shares of capital stock of the Company or any of its Subsidiaries,

voting securities, equity interests or securities convertible into or exchangeable or exercisable

for capital stock or other voting securities or equity interests of the Company or any of

its Subsidiaries or rights or interests described in the preceding clause (C) or (E) obligations

of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any

such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered

or sold, any such securities.

(h) Shareholders

and Similar Agreements. None of the Company or any of its Subsidiaries is a party to

any shareholders agreement, shareholder agreement, pooling, voting or other similar arrangement

or agreement relating to the ownership or voting of any securities of the Company or any

of its Subsidiaries, or pursuant to which any Person may have any right or claim in connection

with any existing or past equity interest in the Company or any of its Subsidiaries. To the

knowledge of the Company, other than the Voting and Support Agreements, there are no irrevocable

proxies or voting Contracts with respect to any securities issued by the Company or any of

its Subsidiaries.

(i) Subsidiaries.

(i) Section 3.01(i) of

the Disclosure Letter sets forth an accurate and complete list of (x) each Subsidiary

of the Company, including its jurisdiction of incorporation or formation and the ownership

of the equity interests of each Subsidiary and (y) all directors and officers (or an

individual with a similar or equivalent position) of each such Subsidiary.

(ii) Other

than the Subsidiaries set out in Section 3.01(i) of the Disclosure Letter, the

Company has no direct or indirect Subsidiaries nor does it own, directly or indirectly, any

equity, membership interest, partnership interest, joint venture interest, or other equity

or voting interest in, or any interest convertible into, exercisable or exchangeable for

any of the foregoing, nor is it under any current or prospective obligation to form or participate

in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement

or other investment in, or assume any liability or obligation of, any Person.

- 34 -

(iii) The

Company, directly or indirectly, owns all of the issued and outstanding shares and other

interests of each of its Subsidiaries, free and clear of any Liens and all of the issued

and outstanding shares or interests directly or indirectly owned by the Company have been

duly authorized and validly issued and are fully paid and non-assessable shares or interests,

and no such shares or interests have been issued in violation of any pre-emptive or similar

rights.

(iv) There

are no Contracts, arrangements or restrictions that require the Company’s Subsidiaries

to issue, sell or deliver any shares or other interests, or any securities convertible into

or exchangeable for, any shares or other interests.

(v) There

are no outstanding powers of attorney executed by or on behalf of the Company or any of its

Subsidiaries.

(j) Securities

Law Matters.

(i) Other

than as disclosed in Section 3.01(j) of the Disclosure Letter, the Company is a

reporting issuer under applicable Canadian Securities Laws in each of the provinces of British

Columbia, Alberta and Ontario (the “Reporting Jurisdictions”) and is not

in on the list of reporting issuers in default (or the equivalent), and is in material compliance

with all Applicable Securities Laws. The Company Shares are listed and posted for trading

on the TSXV, and trading in the Company Shares on the TSXV is not currently halted or suspended.

None of the Subsidiaries of the Company are subject to any continuous or periodic or other

disclosure requirements under Applicable Securities Laws.

(ii) The

Company has not taken any action to cease to be a reporting issuer in the Reporting Jurisdictions

nor has the Company received notification from any Securities Authority seeking to revoke

the reporting issuer status of the Company. No Proceeding or Order for the delisting, suspension

of trading, or cease trade or other Order or restriction with respect to any securities of

the Company is in effect or pending or, to the knowledge of the Company, has been threatened,

or is expected to be implemented or undertaken.

(iii) The

Company has timely filed with the Securities Authorities all forms, reports, schedules, statements,

and other documents required to be filed under Applicable Securities Laws since December 31,

2023. The documents comprising the Company Filings, as of their respective dates (or, if

amended or superseded by a subsequent filing prior to the date of this Agreement, on the

date of such subsequent filing), complied as filed in all material respects with applicable

Law and did not contain any Misrepresentation. Other than as set out in Section 3.01(j)(iii) of

the Disclosure Letter, the Company has not filed any confidential material change report

or other confidential filing with any Securities Authority which, at the date of this Agreement,

remains confidential. There are no outstanding or unresolved comments in comment letters

from any Securities Authority with respect to any of the Company Filings. Neither the Company

nor any of its Subsidiaries is subject to any ongoing Proceeding, audit, inquiry or review

by any Securities Authority and, to the knowledge of the Company, no such Proceeding, audit,

inquiry or review is threatened.

- 35 -

(iv) The

Company Shares are not and are not required to be registered pursuant to section 12 of the

U.S. Securities Exchange Act and the Company is not required to file reports pursuant to

sections 13(a) or 15(d) of the Securities U.S. Exchange Act. The Company is (i) a

foreign private issuer as defined in Rule 405 under the U.S. Securities Act, and (ii) is

not registered or required to register as an investment company under the U.S. Investment

Company Act.

(k) Financial

Statements. The Company’s audited consolidated financial statements (including

any of the notes or schedules thereto, the auditor’s report thereon and the related

management’s discussion and analysis) and unaudited consolidated interim financial

statements (including any of the notes or schedules thereto and the related management’s

discussion and analysis) included in or incorporated by reference to the Company Filings:

(i) comply as to form in all material respect with the published rules and regulations

of the Applicable Securities Laws with respect thereto as of their respective date; (ii) were

prepared in accordance with IFRS, consistently applied throughout the periods referred to

therein (except as expressly set forth in the notes thereto) and (iii) fairly present,

in all material respects, the assets, liabilities, consolidated financial position, results

of operations and cash flows of the Company and its Subsidiaries as of their respective dates

and for the periods covered by such financial statements, and there have been no changes

in accounting methods, policies or practices of the Company or any of its Subsidiaries during

such periods (except, in each case, as expressly set forth in the notes to such financial

statements). The Company does not intend to correct or restate, nor is there any basis for

any correction or restatement of, any aspect of the Company’s financial statements

referred to in this Section 3.01(k).

(l) Auditors.

The auditors of the Company are independent public accountants as required by applicable

Laws and there is not now, and there has never been, any reportable event (as defined in

National Instrument 51-102 – Continuous Disclosure Obligations) with respect

to the present or any former auditor of the Company.

(m) Books

and Records. The financial books, records and accounts of the Company and each of its

Subsidiaries: (i) have been maintained, in all respects, in accordance with applicable

Laws and IFRS; (ii) accurately and fairly reflect, in all respects, the transactions,

acquisitions and dispositions of the Company and its Subsidiaries; and (iii) accurately

and fairly reflect the basis of the Company’s financial statements.

- 36 -

(n) Minute

Books. The corporate minute books of the Company and its Subsidiaries contain the minutes

of all meetings and resolutions of their respective boards of directors and each committee

thereof and have been maintained in accordance with applicable Laws and are complete and

accurate in all material respects. True and correct copies of the minute books of the Company

and each of its Subsidiaries have been provided in the Data Room, except for any portions

of minutes of meetings of the Board and committees of the Board relating to the processes

surrounding the potential sale of the Company leading to the execution of this Agreement.

(o) No

Undisclosed Liabilities. Except as disclosed in Section 3.01(o) of the Disclosure

Letter, there are no liabilities or obligations of the Company or any of its Subsidiaries

of any nature, whether accrued, contingent, absolute, known or unknown, due or to become

due, determined, determinable or otherwise, and whether or not required to be recorded or

reflected on a balance sheet under IFRS, other than liabilities or obligations: (i) specifically disclosed

and adequately reserved against in the audited consolidated financial statements of the Company

as at and for the fiscal year ended July 31, 2025 (including any notes or schedules

thereto) included in the Company Filings; (ii) incurred in the Ordinary Course since

July 31, 2025; or (iii) reasonably incurred after July 31, 2025 in connection

with this Agreement or the Transactions. None of the Company or any of its Subsidiaries is

a party to, or has any commitment to become a party to, any joint venture, off- balance sheet

Contract, arrangement or understanding (including any Contract, arrangement or understanding

between the Company or any of its Subsidiaries, on the one hand, and any unconsolidated entity,

including any structured finance, special purpose or limited purpose entity or Person, on

the other hand) or any other “off-balance sheet arrangements” (as defined in

the instructions contained in Form 51-102F1 – Management’s Discussion &

Analysis).

(p) Absence

of Certain Changes or Events. Since July 31, 2025 through the date of this Agreement,

other than the Transactions, (i) the business of the Company and its Subsidiaries has

been conducted in the Ordinary Course; (ii) there has not occurred a change, event,

occurrence or development or prospective change, event, occurrence or development that had

or would reasonably be expected to have a Material Adverse Effect; (iii) neither the

Company nor any of its Subsidiaries has amended or made any changes to its respective organizational

documents or constating documents; (iv) there has been no material write-down in the

assets of the Company or its Subsidiaries; (v) neither the Company nor any of its Subsidiaries

has suffered any loss, damage, destruction or other casualty affecting any of its material

properties or assets, whether or not covered by insurance; and (vi) none of the Company

or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement

without the consent of the Parent, would constitute a breach or violation of Section 5.01(b).

(q) Related

Party Transactions. Except as disclosed in Section 3.01(q) of the Disclosure

Letter, none of the Company or any of its Subsidiaries is a party to any Contract (including

any loan, Contract, arrangement or understanding) with or binding upon the Company or any

of its Subsidiaries or any of their respective properties or assets, on the one hand, and

with any director, officer, Company Employee or contractor of the Company or any of its Subsidiaries

or holder of record or beneficial owner of 5% or more of the Company Shares, or Associate

or Affiliate of any such officer, director, Company Employee, contractor or beneficial owner,

on the other hand (each of the foregoing, a “Related Party”, and such

transaction, a “Related Party Transaction”). No Related Party of the Company

or any of its Subsidiaries owns, directly or indirectly, on an individual or joint basis,

any interest in, or serves as an officer or director or in another similar capacity of, any

competitor, customer, vendor, supplier or other independent contractor of the Company or

any of its Subsidiaries, or any Person which is party to a Contract with the Company or any

of its Subsidiaries.

- 37 -

(r) Compliance

with Law. The Company and each of its Subsidiaries are, and at all times since July 31,

2024, have been, in compliance with all Laws applicable to their businesses, operations,

properties or assets, in all material respects. Neither the Company nor any of its Subsidiaries

has received, since January 1, 2024, a notice or other written communication alleging

or relating to a possible material violation of any Law applicable to their businesses, operations,

properties or assets.

(s) Authorizations.

The Company and each of its Subsidiaries are, and at all times since January 1, 2024,

have been, in compliance with, own, possess or have obtained all Authorizations that are

required by Law in connection with the (i) operation of their businesses and (ii) ownership,

operation or use of their properties and assets. Each such Authorization is valid, in full

force and effect and is renewable in the Ordinary Course. No Proceeding is in progress or,

to the knowledge of the Company, pending or threatened in respect of or regarding any such

Authorization that could reasonably be expected to result in the suspension, loss, adverse

amendment or revocation of any such Authorizations.

(t) Material

Contracts.

(i) Section 3.01(t)(i) of

the Disclosure Letter sets out a complete and accurate list of all Material Contracts in

existence as of the date hereof and true, correct and complete copies of all Material Contracts

(including all material amendments, assignments and supplements thereto) have been provided

in the Data Room.

(ii) Each

Material Contract is legal, valid and binding and in full force and effect and is enforceable

against the Company and/or one or more of its Subsidiaries that are party thereto and, to

the knowledge of the Company, each other party thereto, in accordance with its terms subject

to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of

creditors’ rights generally and the discretion that a court may exercise in the granting

of equitable remedies such as specific performance and injunction.

(iii) None

of the Company or any of its Subsidiaries is in breach or default under any Material Contract,

nor, to the knowledge of the Company, does any condition exist that with the passage of time

or the giving of notice or both would result in such a breach or default.

- 38 -

(iv) There

is no, nor has the Company received any written notice of any, breach or default under nor

does there exist any condition which, with the passage of time or the giving of notice or

both, would result in a breach under any Material Contract by any other party to a Material

Contract.

(v) None

of the Company or any of its Subsidiaries has received any written notice (or, to the knowledge

of the Company, any verbal notice) that any party to a Material Contract intends to cancel,

terminate or otherwise adversely modify or not renew its relationship with the Company or

any of its Subsidiaries, and to the knowledge of the Company, no such action has been threatened.

(vi) The

Company and each of its Subsidiaries, and, to the knowledge of the Company, any other party

thereto, has performed all material obligations required to be performed by it under each

Material Contract.

(u) Restrictions

on Conduct of Business. None of the Company or any of its Subsidiaries is a party to,

or bound by, any non-competition agreement or any other Contract or any Order or Authorization

which purports to: (i) limit the manner or the location in which the Company or any

of its Subsidiaries may conduct any line of business; (ii) limit any business practice

of the Company or any of its Subsidiaries; or (iii) restrict any acquisition or disposition

of any assets or property by the Company or by any of its Subsidiaries.

(v) Real

Property.

(i) Neither

the Company nor any Subsidiary of the Company owns (or has ever owned) any real or immovable

property, whether legally or beneficially.

(ii) Section 3.01(v)(ii) of

the Disclosure Letter sets forth a complete and accurate list of all Company Leased Properties.

The Company or one of its Subsidiaries has good and marketable leasehold title to each of

the Company Leased Properties, free and clear of any Liens other than Permitted Liens. The

Company Leased Properties comprises all of the real property used or intended to be used

in, or otherwise related to, the business of the Company and its Subsidiaries.

(iii) The

Data Room contains complete and accurate copies of all Company Leases. Neither the Company

nor any Subsidiary of the Company is a party to, or is under any Contract to become a party

to, any agreement to lease, sublease, license or otherwise occupy real property other than

the Company Leases. The Company Leases constitute all of the Contracts pertaining to the

Company or its Subsidiaries’ use, occupation and enjoyment of the Company Leased Properties.

- 39 -

(iv) With

respect to all Company Leased Properties:

(A) each

Company Lease in respect thereof is in good standing, legal, valid, binding and in full force

and effect and, to the knowledge of the Company, is a legal, valid, binding obligation of,

and is enforceable against, each other party thereto in accordance with its terms subject

to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of

creditors’ rights generally and the discretion that a court may exercise in the granting

of equitable remedies, such as specific performance and injunction;

(B) there

is no event of material breach or default, or any event which, with the giving of notice,

the lapse of time or both, would become an event of default, under any such Company Lease

and none of the Company or any of its Subsidiaries has received or delivered any notice of

any breach of, or default under, any such Company Lease;

the knowledge of the Company, there is no breach of or default under any such Company Lease

by any other party thereto;

(D) the

Company or one of its Subsidiaries is in full occupancy of the Company Leased Properties,

and has not granted any Person any Contract or right to possess, lease, sublease, occupy,

use or otherwise enjoy the Company Leased Properties;

(E) all

of the buildings, structures and appurtenances comprising the Company Leased Properties are

adequate and suitable for the purposes for which they are currently being used and the conduct

of business thereon, are in good operating condition and repair and have been maintained

consistent with prudent industry standards generally followed in the industry, with no capital

expenditures required that would be for the account of a tenant under the Company Leases;

and

(F) neither

the Company nor any of its Subsidiaries has received written notice that any Company Leased

Property or portion thereof (i) is subject to any pending or threatened suit for condemnation

or expropriation or other taking by any Governmental Entity; or (ii) is in breach, violation

or other non-compliance with applicable Law or Permitted Liens.

(w) Personal

Property. Each of the Company and its Subsidiaries is the owner of all of its personal

property and assets with good and marketable title thereto except for Permitted Liens. The

Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases

to use, possess and control all personal property leased by and material to the Company or

any of its Subsidiaries as used, possessed and controlled by the Company or its Subsidiaries,

as applicable, except for Permitted Liens. All material tangible personal property and assets

owned or leased by the Company or any of its Subsidiaries are in good operating condition

and repair having regard their uses and ages, and are adequate and suitable for their respective

uses, and conform to all applicable Laws. The Company and its Subsidiaries have conducted

all required repair and maintenance on their respective material tangible personal property

and assets owned or leased by the Company or any of its Subsidiaries as is customary in their

business, and, except for ordinary, routine maintenance and repairs that are not material

in nature or cost, no maintenance or repairs are required that would materially interrupt

the operation of the business of the Company and its Subsidiaries as currently conducted

in the Ordinary Course. The assets owned, leased or licensed by the Company and its Subsidiaries,

and that will be owned, leased or licensed by the Company and its Subsidiaries as of the

Effective Time, constitute all of the properties, rights, interests and other tangible and

intangible assets used in or necessary to enable the Company and its Subsidiaries to conduct

their respective businesses in a manner materially consistent with the way in which such

businesses are currently being conducted.

- 40 -

(x) Intellectual

Property; Data Privacy.

(i) The

Company and its Subsidiaries, as applicable, own and possess directly and exclusively all

right, title and interest in and to, with a good and marketable title, free and clear of

all Liens, encumbrances or any other rights of others (other than Permitted Liens), or have

a valid licence to use or otherwise exploit (and are not in breach of any such license in

any material respect), all Company Intellectual Property and there is no other Intellectual

Property that is material to or necessary for the conduct of the Company or its Subsidiaries’

business as currently conducted or as presently proposed to be conducted, all of which rights

shall in all material respects survive immediately following the execution and delivery of

this Agreement. The consummation of the Transactions will not (A) impair any rights

of the Company or its Subsidiaries, or cause the Company or its Subsidiaries to be in violation

of or default under, any contract under which it has the right to use or otherwise commercialize

or exploit in any way any Intellectual Property of any Person, (B) give rise to any

termination or modification of, or entitle any other party to terminate or modify, any such

contract, or (C) require the payment of (or increase the amount of) any royalties, fees,

or other consideration with respect to the Company or its Subsidiaries’ use or exploitation

of any Intellectual Property of any Person.

(ii) Section 3.01(x)(ii) of

the Disclosure Letter sets out a true, complete and accurate list of all (A) registered

Copyrights, Patents, and Trademarks owned or purported to be owned by the Company and its

Subsidiaries, (B) pending applications for registrations of Copyrights, Patents, and

Trademarks owned or purported to be owned by the Company and its Subsidiaries, (C) all

Internet domain names registered by or on behalf of the Company and its Subsidiaries ((A)-(C),

collectively referred to herein as the “Company Registered Intellectual Property”),

and (D) any material unregistered Trademark that is owned or purported to be owned by

the Company and its Subsidiaries (indicating for each of (A) and (B) the Company

or any of its Subsidiaries that own or purport to own such Intellectual Property, applicable

jurisdiction, registration number (if registered), application number, date issued (if issued)

and date filed). The Company and its Subsidiaries have taken all action necessary or reasonably

advisable, performed all customary or prudent acts, recorded or filed all documents, and

paid all fees and Taxes (to the extent applicable) required or reasonably advisable to protect

and maintain in full force and effect the Company Registered Intellectual Property. None

of the Company Registered Intellectual Property is invalid or unenforceable in whole or in

part.

- 41 -

(iii) All

Company Owned Intellectual Property was created by employees in the course of their employment

or by contractors who have transferred and assigned all of their rights in and to such Company

Owned Intellectual Property to the Company or one of its Subsidiaries pursuant to a valid

and enforceable written assignment presently assigning to the Company or its Subsidiaries

ownership of all rights in any such Company Owned Intellectual Property developed by such

employee or contractor, solely or jointly with others, in the course and scope of his or

her employment or engagement by the Company or its Subsidiaries and have waived their moral

rights and rights of a similar nature in and to such Intellectual Property.

(iv) All

the Company Owned Intellectual Property is subsisting, in full force and effect and enforceable

by the Company or one or more of its Subsidiaries, and, to the knowledge of the Company,

are valid. No loss or expiration of the Company Intellectual Property is pending, reasonably

foreseeable or threatened.

(v) None

of the Intellectual Property owned or licensed by the Company or its Subsidiaries (other

than normal and routine off-the-shelf software licensed by the Company or its Subsidiaries)

are subject to any Contract or Order (or Proceeding seeking an Order) or decree restricting

the use, distribution, transfer, or licensing thereof by the Company or any of its Subsidiaries,

other than under the terms of any license for any Intellectual Property licensed by the Company

or its Subsidiaries that the Company or its Subsidiaries, as applicable, are in compliance

with in all material respects.

(vi) The

Company and its Subsidiaries do not use or distribute or embed or link any Open Source Software

in or in connection with any of the Company Owned Intellectual Property or Company Products

in a manner that requires or would require, as a condition of the use, modification or distribution

of such Open Source Software, that such Open Source Software or other Software linked with,

called by, combined or distributed with such Open Source Software be (1) disclosed,

distributed, made available, offered, licensed or delivered in source code form, (2) licensed

for the purpose of making derivative works, (3) licensed under terms that allow reverse

engineering, reverse assembly, or disassembly of any kind, or (4) redistributable at

no charge. The Company and its Subsidiaries are in material compliance with all licenses

for Open Source Software.

- 42 -

(vii) No

government funding, facilities or resources of a university, college, other educational institution

or research center was used in the development of Company Owned Intellectual Property and

no Governmental Entity, university, college, other educational institution or research center

has any claim or right in or to the Company Owned Intellectual Property. No Company Owned

Intellectual Property was developed by the Company or its Subsidiaries for, or under the

specific request of, any Governmental Entity.

(viii) The

Company and its Subsidiaries have taken commercially reasonable steps to protect and preserve

their rights in and to all material Intellectual Property owned by the Company, and to maintain

the secrecy and confidentiality of all Trade Secrets owned by the Company or its Subsidiaries

or in its possession.

(ix) Neither

the Company nor any of its Subsidiaries has disclosed any Trade Secrets or confidential Intellectual

Property owned or licensed by the Company or its Subsidiaries (including the source code

to any software) to any third Person other than pursuant to a customary Contract that requires

such third party to keep all information comprising, or related to, such Intellectual Property

confidential.

(x) The

Company and its Subsidiaries are in compliance in all material respects with its obligations

under any Contract pursuant to which the Company or any of its Subsidiaries, as applicable,

has obtained the legal right to use any Intellectual Property owned by, or licensed from,

a third party.

(xi) As

of the date of this Agreement, (A) there are no Proceedings or other claims in progress

or pending, or threatened in writing or to the knowledge of the Company otherwise threatened,

by any Person alleging any breach, infringement, violation or misappropriation, or interference

(including any cease-and-desist letters or demands or offers to license any Intellectual

Property from any other Person), by the Company or any of its Subsidiaries of or with the

Intellectual Property of any Person, and there is no reasonable basis for any such claim

or Proceeding, (B) there are no Proceedings or other claims in progress or pending or

threatened in writing or to the knowledge of the Company otherwise threatened, by any Person

challenging the Company’s or its Subsidiaries’ rights, title or interest in or

to the Company Owned Intellectual Property or the right to use, commercialize or exploit

any other Company Intellectual Property, or asserting the invalidity or unenforceability

of any Company Owned Intellectual Property, and there is no reasonable basis for any such

claim, (C) there are no Proceedings or other claims in progress or pending or threatened

by the Company or any of its Subsidiaries alleging any breach, infringement, violation or

misappropriation, or interference (including any cease-and-desist letters or demands or offers

to license any Intellectual Property) by any Person of or with the Company Intellectual Property,

and there is no reasonable basis for any such claim or Proceeding.

- 43 -

(xii) Neither

the Company Products nor the conduct of the Company and its Subsidiaries’ businesses

as conducted in the past six (6) years has infringed, misappropriated or violated, and

as presently conducted or presently proposed to be conducted does not and will not infringe,

misappropriate or violate, any Intellectual Property of any other Person, whether directly,

vicariously, indirectly, contributorily or otherwise. To the knowledge of the Company, no

Person is infringing, misappropriating or otherwise violating or has in the past six (6) years

infringed, misappropriated or violated any Company Owned Intellectual Property.

(xiii) The

Company and its Subsidiaries have taken reasonable steps and implemented reasonable safeguards

to ensure that the IT Systems are substantially free from Harmful Code and protect its IT

systems from other forms of cyber attacks. The IT Systems are adequate for the immediate

and anticipated future needs of the business of the Company and each of its Subsidiaries,

including as to capacity and scalability. The IT Systems are in good working condition to

effectively perform all computing, information technology and data processing operations

necessary for the operation of the business of the Company and its Subsidiaries. In the three-year

period prior to the date of this Agreement, there has been no unauthorized access, use, intrusion

or breach of security, or failure, breakdown, performance reduction or other adverse event

affecting any IT System that has caused, or could reasonably be expected to cause, any: (A) substantial

disruption of or interruption in or to the use of such IT System or the conduct of the business

of the Company or any of its Subsidiaries; (B) loss, destruction, damage or harm of

or to the Company or any of its Subsidiaries, or any of their respective operations, personnel,

property or other assets; or (C) material liability of any kind to the Company of any

of its Subsidiaries. The Company and its Subsidiaries have taken commercially reasonable

steps to provide for the remote-site back-up of data and information critical to the conduct

of its business in a commercially reasonable attempt to avoid material disruption to, or

material interruption in, the conduct of such business. The Company and its Subsidiaries

have in place industry standard (and, in any event, not less than commercially reasonable)

disaster recovery and business continuity plans, procedures and facilities.

(xiv) The

Company and its Subsidiaries: (A) have adopted and implemented a policy regarding the

use of AI Tools that complies with all applicable licenses, terms, consents, agreements and

Laws; (B) have not developed any AI Tools as a stand-alone product or service, (C) use

and have used all AI Tools in material compliance with the Company’s AI acceptable

use policy and applicable Laws, (D) have not included or incorporated into production

of its product or services, and/or made available to customer any AI Tools into the production

environment of any Company Product, (E) have not included and do not include any Personal

Information or Trade Secrets of the Company or its Subsidiaries, or of any Person, including

in any prompts or inputs into any AI Tools, except in cases where such AI Tools do not use

such data to train the machine learning or algorithm of such tools or improve the services

related to such tools, and (F) have not used AI Tools to develop any material Company

Owned Intellectual Property in a manner that would grant a third party any ownership interest

in, or right to disclose, such Company Owned Intellectual Property.

- 44 -

(xv) The

Company and its Subsidiaries have been in material compliance with all applicable Data Protection

Laws; the Payment Card Industry Data Security Standard; obligations under Contracts related

to the privacy and security of Sensitive Information; and the privacy and data security policies

of the Company and its Subsidiaries (collectively, “Privacy Requirements”).

No notice, complaint, claim, enforcement action or litigation alleging a violation of Data

Protection Laws has been received by or initiated against the Company or any of its Subsidiaries.

(xvi) The

Company and its Subsidiaries have implemented commercially reasonable administrative, physical

and technical safeguards to protect the confidentiality, integrity, availability and security

of Sensitive Information in the custody or control of the Company and its Subsidiaries, including

conducting privacy and data security audits and penetration tests at reasonable intervals

on the IT Systems. The Company and its Subsidiaries have remediated all material issues identified

in such privacy and data security audits and penetration tests.

(xvii) The

execution, delivery, and performance of this Agreement and the transactions contemplated

hereby do not and will not: (i) conflict with or result in a violation or breach of

any Privacy Requirements; (ii) require the consent of any Person concerning such Person’s

Personal Information; (iii) give rise to any right of termination or other right to

impair or limit the Parent’s, the Purchaser’s or the Company’s or any of

its Subsidiaries’, rights to own and process any Sensitive Information used in or necessary

for the operation of the business of the Company and its Subsidiaries; or (iv) otherwise

prohibit the transfer of Sensitive Information to the Parent or the Purchaser.

(xviii) The

Company and its Subsidiaries have conducted commercially reasonable privacy and data security

diligence on all vendors, service providers, contractors and other third parties that have

access to the IT Systems or Sensitive Information of the Company or any of its Subsidiaries

(“Data Partners”). The Company and its Subsidiaries contractually obligate

all Data Partners to safeguard Sensitive Information and the IT Systems, provide prompt notice

of any Security Incident and comply with applicable Privacy Requirements.

(xix) The

Company and its Subsidiaries have not experienced any unauthorized or unlawful access, acquisition,

exfiltration, loss, use or disclosure that compromises the confidentiality, integrity, availability

or security of Sensitive Information (a “Security Incident”). To the knowledge

of the Company, no Data Partner (in the course of providing services for or on behalf of

the Company or its Subsidiaries) has experienced a Security Incident.

- 45 -

(xx) Neither

the Company nor any of its Subsidiaries are a “covered person” as defined in

Executive Order 14117 and rules and regulations issued thereunder, including 28 C.F.R.

Part 202, as implemented or amended from time to time (the “Data Security Program”).

Since April 8, 2025, none of the Company or its Subsidiaries has knowingly engaged in

or directed any “covered data transaction” as that term is defined in the Data

Security Program, except in compliance with the Data Security Program. The Company and its

Subsidiaries maintain policies and procedures reasonably designed to promote compliance with

the Data Security Program

(y) Litigation.

(i) There

are no Proceedings (or basis therefor) in progress, pending or ongoing, or, to the knowledge

of the Company, threatened, against or affecting the Company or any of its Subsidiaries,

any of their respective properties or assets, any present or former officer, director or

employee of the Company or any of its Subsidiaries in such individual’s capacity as

such, or the business of the Company or any of its Subsidiaries by or before any Governmental

Entities, and the Company is not aware of any facts or circumstances that could reasonably

be expected to give rise to any such Proceedings.

(ii) None

of the Company or any of its Subsidiaries or any of their respective properties or assets

is subject to any outstanding Order.

(iii) There

is no bankruptcy, liquidation, winding-up or other similar Proceeding pending or in progress,

or, to the knowledge of the Company, threatened against or relating to the Company or any

of its Subsidiaries before any Governmental Entity.

(iv) There

is no Proceeding pending or, to the knowledge of the Company, threatened seeking to prevent,

hinder, modify, delay or challenge the Transactions.

(z) Environmental

Matters.

(i) The

Company and each of its Subsidiaries have conducted their respective businesses in compliance

with all applicable Environmental Laws since December 31, 2023.

(ii) None

of the Company or any of its Subsidiaries (A) is subject to any Proceeding or investigation

under any Environmental Laws or (B) has received any claims, notices, demands letters

or requests for information of any non-compliance in respect of, or any potential liability

under, any Environmental Laws.

- 46 -

(iii) None

of the Company or any of its Subsidiaries has caused or permitted the release, spill, emission,

discharge, presence or migration of any Hazardous Substances, except (A) in compliance

with Environmental Laws, and (B) in compliance with any applicable Contractual obligations

of the Company or any of its Subsidiaries, including under the Company Leases.

(iv) There

are no Hazardous Substances in, on, under or migrating from lands owned or formerly owned

or leased or formerly leased by the Company, its predecessors or any of its Subsidiaries

except in concentrations that comply with Environmental Laws.

(v) The

Company and its Subsidiaries have obtained and are in compliance with all permits of all

Governmental Entities and any other Person that are required under any Environmental Law,

and all such permits are in full force and effect.

(vi) Neither

the Company, its Subsidiaries nor any of their respective properties or facilities are subject

to, or are threatened to become subject to, any liabilities relating to any suit, settlement,

court order, administrative order, regulatory requirement, judgment or claim asserted or

arising under any Environmental Law or permit thereunder or any agreement relating to environmental

liabilities.

(aa) Employees

and Employee Benefit Plans.

(i) Section 3.01(aa)(i) of

the Disclosure Letter contains a list of all Persons who are employees, independent contractors

or consultants of the Company and its Subsidiaries as of the date hereof, including any Company

Employee who is not actively at work, including on temporary lay-off or a leave of absence

of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each individual

the following information (as applicable): (A) name or employee identification number;

(B) title or position; (C) hire date and total length of service; (D) age;

(E) current annual base or hourly compensation rate; (F) commission, bonus or other

incentive-based compensation; (G) annual vacation / paid time off entitlement and accrued

but unused vacation days; (H) location of employment; (I) whether or not subject

to a written Contract with the Company or any of its Subsidiaries; (J) identity of employer;

(K) employment status (including full- or part-time and whether or not exempt from minimum

employment standards Law related to hours of work and overtime); (L) severance arrangements

(if any); (M) change of control arrangements (if any); (N) immigration status;

and (O) for those not actively at work, the reason for their absence, start date of

absence, and expected date of return to work.

(ii) Section 3.01(aa)(ii) of

the Disclosure Letter lists (A) all Persons who are currently performing services for

the Company or any of its Subsidiaries as dependent or independent contractors under a Contract;

and (B) the current rate of compensation and total fees paid during the 12-month period

ending on December 31, 2025 of each such Person. Except as disclosed in Section 3.01(aa)(ii) of

the Disclosure Letter, all contractors provide services to the Company and its Subsidiaries

under standard form agreements, and a copy of each standard form agreement has been made

available to Parent in the Data Room. Neither the Company nor its Subsidiaries have

any liability with respect to any Taxes (or the withholding thereof) in connection with any

contractor who has provided any services to any of them.

- 47 -

(iii) All

written agreements with the directors, Company Employees and contractors or consultants of

the Company and its Subsidiaries have been administered in accordance with their terms, in

all material respects, and true, correct and complete copies of each such agreements with

a Company Employee whose base annual salary exceeds $100,000 have been provided in the Data

Room. To the knowledge of the Company, no Person whose base annual salary exceeds $100,000

has notified the Company or its Subsidiaries that he or she intends to resign, retire or

terminate his or her engagement with the Company or any of its Subsidiaries following the

consummation of the Transactions or otherwise. No current or former directors, Company Employees

and contractors or consultants of the Company and its Subsidiaries are in violation of any

term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation,

fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant,

or other obligation owed to the Company and its Subsidiaries or any third party in connection

with such Person’s employment or engagement by the Company and its Subsidiaries.

(iv) Section 3.01(aa)(iv) of

the Disclosure Letter contains a list of all Company Employees and who have an agreement

with the Company or any of its Subsidiaries’ providing for if applicable a length of

notice or severance payment required to terminate their employment.

(v) Except

as disclosed in Section 3.01(aa)(v) of the Disclosure Letter, all Company Employees

are employed pursuant to written at-will employment agreements with the Company or its Subsidiaries,

and no Company Employees are employed pursuant to oral Contracts with the Company or its

Subsidiaries, and no Company Employees have any oral entitlements in addition to their entitlements

under their written employment agreements with the Company or its Subsidiaries.

(vi) All

amounts due or accrued due to all current and former Company Employees for all salary, wages,

bonuses, incentive compensation, deferred compensation, commissions, severance, vacation

with pay, sick days, Taxes and other similar accruals have either been paid or are accrued

and accurately reflected in all material respects in the books and records of the Company

and its Subsidiaries.

(vii) The

Company and its Subsidiaries are in compliance, in all material respects, with all applicable

Law regarding employment and labour, including: fair and minimum wage and hour and other

minimum employment standards Law; OHSA; Law promoting human rights and prohibiting discrimination

and harassment; Law relating to equal pay, pay equity and employment equity; Law related

to employee hiring and selection; Law prohibiting retaliation; whistle-blower protection

Law; privacy Law; immigration Law; Law related to collective bargaining and labour relations;

Law related to independent contractor classification; Law related to unemployment compensation

and workers’ compensation; and Law related to plant closures and layoffs. Except as

set forth on Section 3.01(aa)(vii) of the Disclosure Letter, the Company and its

Subsidiaries have, during the three year period prior to the date of this Agreement, conducted

their business in compliance with all applicable Law as it relates to their respective current

and former employees and contractors. No investigation, review or proceeding by any Governmental

Entity with respect to the Company or its Subsidiaries in relation to any actual or alleged

violation of any Law regarding employment or labour is pending or, to the knowledge of the

Company, threatened in writing, nor have the Company or its Subsidiaries received any written

notice from any Governmental Entity indicating an intention to conduct the same. The Company

and its Subsidiaries have withheld and remitted all amounts required by Law or agreement

to be withheld and remitted from the wages or salaries of the Company Employees and are not

liable for the payment of any arrears of wages or other Taxes, penalties, fines or other

compensation of any kind, however designated, for failure to comply with any of the foregoing.

- 48 -

(viii) There

are no material Proceedings with respect to any such Law relating to the Company or any of

its Subsidiaries in progress or pending or, to the knowledge of the Company, threatened.

(ix) Except

as disclosed in Section 3.01(aa)(ix) of the Disclosure Letter, to the knowledge

of the Company or any of its Subsidiaries, no Company Employee or former Company Employee

claim is threatened or pending, claiming or alleging that the Company or any of its Subsidiaries

has violated any Law.

(x) Except

as disclosed in Section 3.01(aa)(x) of the Disclosure Letter, no Company Employee

has any agreement in relation to their employment, compensation, termination, length of notice,

pay in lieu of notice, severance, job security or similar provisions (other than such as

results by Law from the employment of an employee without an agreement as to notice or severance),

nor are there any change of control payments, golden parachute payments (including payments

that could, individually or in combination with any other such payment, constitute an “excess

parachute payment” (as defined in Section 280G(b)(1) of the U.S. Tax Code)),

severance payments, retention payments, Contracts or other agreements with current or former

Company Employees providing for cash or other compensation or benefits (including any increase

in amount of compensation or benefit or the acceleration of time of payment or vesting of

any compensation, award, grant or benefit) upon the consummation of, or relating to, the

Transactions, including a change of control of the Company or any of its Subsidiaries.

- 49 -

(xi) There

are no material outstanding notices of assessment, assessments, reassessments, penalties,

fines, Liens, charges, surcharges or other amounts due or owing pursuant to any workers’

compensation Laws owing by the Company or any of its Subsidiaries, and none of the Company

or any of its Subsidiaries has been assessed or reassessed in any material respect under

such Law during the past three years. No material Proceeding involving the Company or any

of its Subsidiaries is currently in progress or pending, or, to the knowledge of Company,

threatened pursuant to any workers’ compensation Law. There are no Proceedings currently

in progress or pending, or, to the knowledge of the Company, threatened that may materially

adversely affect the accident cost experience in respect of the Company and its Subsidiaries.

(xii) The

Company and its Subsidiaries have complied with all orders issued under applicable occupational

health and safety Laws (“OHSA”) in all material respects. There are no

charges pending with respect to the Company or any of its Subsidiaries (including any Company

Employees or former employees, officers or directors of the Company or any of its Subsidiaries)

under applicable OHSA, and, to the knowledge of the Company, none is threatened or pending.

There are no outstanding or pending Orders with respect to the Company or any of its Subsidiaries

(including any Company Employees or former employees, officers or directors of the Company

or any of its Subsidiaries) and, to the knowledge of the Company, none is threatened or pending,

and there are no appeals of any Orders applicable to the Company or any of its Subsidiaries

currently outstanding under OHSA. The Company and each of its Subsidiaries have complied

in all material respects with the terms and conditions of any Orders issued under OHSA and

have developed and implemented policies and training for Company Employees, including with

respect to harassment, sexual harassment, violence, OHSA and accessibility for people with

disabilities requirements. There have been no fatal or critical accidents within the last

five years that might reasonably be expected to lead to charges involving the Company or

any of its Subsidiaries under applicable OHSA. The Company and its Subsidiaries have complied

with all orders issued under applicable OHSA in all material respects.

(xiii) All

individuals who provide services to the Company or, to the knowledge of the Company, any

of its Subsidiaries, have at all times been accurately classified by the Company and its

Subsidiaries with respect to such services as an employee or a non-employee or as exempt

or non-exempt from minimum employment standards Law with respect to hours or overtime for

all purposes, including wages, payroll taxes and participation. Neither the Company nor its

Subsidiaries have received any notice disputing any of the foregoing classifications, whether

written or oral, from any Governmental Entity or any other Person (including any Company

Employee, consultant or contractor of the Company or any of its Subsidiaries or any Person

who was formerly an employee, officer, consultant or contractor of the Company or any of

its Subsidiaries).

- 50 -

(xiv) There

are no Collective Agreements in force or currently being negotiated with respect to any Company

Employee, or any former employee or contractor of the Company or any of its Subsidiaries

or the business carried on by any of them, and no union or other Person holds bargaining

rights with respect to any of the Company Employees. To the knowledge of the Company, (A) no

union or other Person has applied to be certified as the bargaining agent of any Company

Employees, (B) there are no threatened or apparent union organizing campaigns involving

or affecting any Company Employees, (C) there are no employee associations authorized

to represent any Company Employees, (D) no union or other Person has an application

outstanding to have the Company or any Subsidiary declared a common or related employer under

applicable labour Law, (E) neither the Company nor any of its Subsidiaries have a duty

to bargain with any union, and (F) no arbitration Proceeding or grievance arising out

of, or pursuant to, any Collective Agreement or collective bargaining rights or labour relations

is in progress, pending or, to the knowledge of the Company, threatened.

(xv) There

is no labour strike, dispute, lock-out, concerted refusal to work overtime, work slowdown,

stoppage or similar labour activity or organizing campaign in progress or pending or,

to the knowledge of the Company, threatened, involving the Company or any of its Subsidiaries,

and no such event has occurred in the past five years. None of the Company or any of its

Subsidiaries has engaged in, or received notice of any pending or threatened, unfair labour

practice complaint.

(xvi) There

are no outstanding or, to the knowledge of the Company, threatened, unfair labour practices,

complaints or applications relating to any union, including any Proceedings that could result

in the certification of a union as a bargaining agent for any Company Employees, and there

have been no such Proceedings within the last five years. To the knowledge of the Company,

there are no threatened or apparent union organizing activities involving or affecting any

Company Employees.

(xvii) Section 3.01(aa)(xvii) of

the Disclosure Letter contains a list of each Employee Benefit Plan. As used herein, “Employee

Benefit Plan” means each “employee benefit plan” (as such term is defined

in Section 3(3) of ERISA, whether or not subject to ERISA) and all bonus, stock

option, stock purchase, restricted stock, equity-based, incentive, deferred and all bonus,

stock option, stock purchase, restricted stock, equity-based, incentive, deferred compensation,

retiree medical or life insurance, supplemental retirement, severance and other benefit contracts,

agreements, plans, programs, policies, and arrangements that are maintained, contributed

to or sponsored by the Company and its Subsidiaries for the benefit of any current or former

employee, officer, independent contractor, consultant, or director of the Company and its

Subsidiaries.

- 51 -

(xviii) Neither

the Company nor any ERISA Affiliate has at any time participated in or made contributions

to or has, or has had, any other liability with respect to a plan that is or was (A) a

“multiemployer plan” within the meaning of ERISA Section 3(37) or 4001(a)(3),

(B) a “multiple employer plan” within the meaning of ERISA Section 4063

or 4064 or U.S. Tax Code Section 413(c), (C) a “multiple employer welfare

arrangement” within the meaning of ERISA Section 3(40), or (D) a plan subject

to Section 302 or Title IV of ERISA or U.S. Tax Code Section 412.

(xix) Each

Employee Benefit Plan that is intended to be qualified under Section 401(a) of

the U.S. Tax Code has received a determination, advisory, or opinion letter, as applicable,

from the U.S. Internal Revenue Service (“IRS”) that such Employee Benefit

Plan is so qualified or is a prototype or volume submitter plan entitled, under applicable

IRS guidance, to rely on the favorable opinion or advisory letter issued to the sponsor of

such prototype or volume submitter plan, and nothing has occurred, and no circumstance or

condition exists, that could reasonably be expected to result in the disqualification of

any such Employee Benefit Plan.

(xx) There

are no Proceedings pending or threatened with respect to any Employee Benefit Plan, or the

assets thereof (other than routine claims for benefits). Each of the Employee Benefit Plans

and all related trusts, insurance contracts and funds have been established, documented,

maintained, funded and administered in compliance with their terms, and in compliance with

of all applicable Laws.

(xxi) No

Employee Benefit Plan provides post-termination medical or life insurance benefits other

than as required pursuant to applicable Law

(bb) Insurance.

(i) Section 3.01(bb)(i) of

the Disclosure Letter sets forth a list of all of the Company’s and its Subsidiaries’

insurance policies. The Company and each of its Subsidiaries is insured by reputable third-party

insurers with reasonable and prudent policies appropriate for the size and nature of the

business of the Company and its Subsidiaries and their respective assets, consistent with

industry practice. Each insurance policy held by the Company or any of its Subsidiaries is

in full force and effect in accordance with its terms and none of the Company or any of its

Subsidiaries is in default under the terms of any such insurance policy. To the knowledge

of the Company, there is no claim pending under any insurance policy of the Company or its

Subsidiaries that has been denied, rejected, questioned or disputed by any insurer, or as

to which any insurer has refused to cover all or any material portion of such claims. All

material Proceedings covered by any insurance policy of the Company or any of its Subsidiaries

have been properly reported to and accepted by the applicable insurer.

- 52 -

(cc) Taxes.

(i) The

Company and each of its Subsidiaries have duly and timely filed with the appropriate Governmental

Entity all Tax Returns required by Law to be filed by them prior to the date hereof, and

all such Tax Returns are true, complete and correct in all material respects.

(ii) The

Company and each of its Subsidiaries have paid as required by Law on a timely basis all Taxes

that are due and payable (including instalments required by Law on account of Taxes for the

current year) and all assessments and reassessments of Taxes due and payable by them. The

Company and its Subsidiaries have provided adequate accruals in accordance with IFRS in the

most recently published consolidated financial statements of the Company for any Taxes of

the Company and each of its Subsidiaries for the period covered by such financial statements

that have not been paid whether or not shown as being due in any Tax Returns. Since the date

of publication of the most recent consolidated financial statements of the Company, no liability

in respect of Taxes not reflected in such financial statements or otherwise provided for

has been assessed, proposed to be assessed, incurred or accrued.

(iii) The

Company and each of its Subsidiaries have withheld or collected all amounts required by Law

to be withheld or collected by them on account of Taxes (including Taxes and other amounts

required to be withheld by them in respect of any amount paid or credited or deemed to be

paid or credited by them to or for the benefit of any Person, and all amounts on account

of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial

and territorial Taxes, and state and local Taxes required by Law to be collected by them)

and have remitted all such amounts to the appropriate Governmental Entity when required by

Law to do so.

(iv) No

claims, suits, audits, assessments, reassessments, deficiencies, litigation, proposed adjustments

or other matters in controversy exist or have been asserted or threatened with respect to

Taxes of the Company or any of its Subsidiaries and none of the Company or any of its Subsidiaries

is a party to any action or Proceeding for assessment or collection of Taxes, and no such

event has been asserted or threatened against the Company or any of its Subsidiaries or any

of their respective assets. There are no matters under discussion, audit, objection or appeal

with any Governmental Entity relating to Taxes.

(v) No

claim has been made by any Governmental Entity in a jurisdiction where the Company or any

of its Subsidiaries do not file Tax Returns of a type that the Company or any of its Subsidiaries

is or may be subject to Tax by that jurisdiction of such type.

(vi) There

are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of

the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has

received written notice from any Governmental Entity of an intention to place a Lien on any

of its assets relating to or attributable to Taxes.

- 53 -

(vii) None

of the Company or any of its Subsidiaries is bound by, is party to or has any obligation

under any Tax sharing, allocation, indemnification, or similar agreement with respect to

Taxes that could give rise to a payment or indemnification obligation (other than agreements

among the Company and its Subsidiaries).

(viii) There

are no outstanding agreements, waivers or objections extending the statutory period or providing

for any extension of time with respect to the assessment or reassessment of any Taxes or

of the payment or remittance of Taxes by the Company or any of its Subsidiaries.

(ix) The

Company has made available to the Parent true, correct and complete copies of all material

Tax Returns, examination reports and statements of deficiencies for taxable periods, or transactions

consummated, for which the applicable statutory periods of limitations have not expired.

(x) Neither

the Company nor any of its Subsidiaries has, at any time, directly or indirectly transferred

any property or supplied any services to, or acquired any property or services from, a Person

with whom the Company or any of its Subsidiaries was not dealing at arm’s length (within

the meaning of the Tax Act) for consideration other than consideration equal to the fair

market value of such property or services at the time of transfer, supply or acquisition,

as the case may be, nor has the Company or any of its Subsidiaries been deemed to have done

so for purposes of the Tax Act.

(xi) Each

of the Company and its Subsidiaries has complied in material respects with the transfer pricing

(including any contemporaneous documentation) provisions of each applicable Law, including

for greater certainty, under section 247 of the Tax Act (and the corresponding provisions

of any applicable provincial or foreign Law).

(xii) There

are no circumstances existing which could result in the material application of section 78

or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial or foreign

Law, to the Company or any of its Subsidiaries. Except as in accordance with past practices,

none of the Company or any of its Subsidiaries has claimed or will any of them claim any

reserve under any provision of the Tax Act or any equivalent provision under provincial or

foreign Law, if any material amount could be included in the income of the Company or any

of its Subsidiaries for any period ending after the Effective Date.

(xiii) For

the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purposes.

(xiv) the

Company is resident in, and not a non-resident of, Canada.

- 54 -

(xv) each

of the Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident

in any other country.

(xvi) The

Company is duly registered with the Canada Revenue Agency under Subdivision d of Division

V of Part IX of the Excise Tax Act (Canada) for purposes of goods and services tax and

the harmonized sales tax or with the applicable Governmental Entity under any and all other

applicable tax registrations (“GST/HST”), in any case, to the extent legally

required to be so registered. The Company has complied with all registration, reporting,

payment, collection and remittance requirements in respect of GST/HST.

(xvii) None

of the Company or any of its Subsidiaries has entered into a “reportable transaction”

or a “notifiable transaction” or has reported a “reportable uncertain tax

treatment” (each as defined in the Tax Act or any similar provision of provincial or

foreign legislation) to any applicable Governmental Entity.

(xviii) The

Company Shares do not derive more than 50% of their fair market value from any combination

of: (A) real or immovable property situated in Canada; (B) Canadian resource properties;

or for civil law rights in, property described in paragraphs (A) to (C), whether or

not that property exists.

(dd) International

Trade Laws. The Company and its Subsidiaries are, and have in the past five (5) years

(and since April 24, 2019 with respect to Sanctions) been, in compliance with International

Trade Laws. None of the Company, any of its Subsidiaries, or any of their respective directors,

officers, or employees, or to the knowledge of the Company, any agent or Affiliate of the

Company or any of its Subsidiaries, has been or is currently a Sanctioned Person. None of

the Company or any of its Subsidiaries has received any notice in writing (or, to the knowledge

of the Company, any verbal notice) alleging that the Company, any of its Subsidiaries or

any Representative of the Company or any of its Subsidiaries has violated any International

Trade Laws, and to the knowledge of the Company, no condition or circumstances exist (including

any ongoing Proceeding) that would form the basis for any such allegations.

(ee) Corrupt

Practices Legislation. None of the Company, any of its Subsidiaries, and of their respective

officers, directors, employees, or, to the knowledge of the Company, any Affiliate, agent,

or other Representative of the Company or any of its Subsidiaries, has taken, committed to

take or been alleged to have taken any action that would cause the Company or any of its

Subsidiaries to be in violation of the Corruption of Foreign Public Officials Act (Canada),

the Foreign Corrupt Practices Act of 1977 (United States) and the U.K. Bribery Act of 2010

or similar Laws (collectively, “Corrupt Practices Legislation”), including

any act in furtherance of an offer, payment, promise to pay, authorization, or ratification

of payment, directly or indirectly, of any money or anything of value (including any gift,

sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt

forgiveness, donation, grant, or other thing of value, however characterized) to any Government

Official or any Person to secure any improper advantage or to obtain or retain business.

The Company and its Subsidiaries comply, and has at all times complied, with all Corrupt

Practices Legislation. There has been no use or authorization of money or anything of value

relating to any unlawful payment or secret or unrecorded fund or any false or fictitious

entries made in the books and records of the Company or any of its Subsidiaries relating

to the same. None of the Company or any of its Subsidiaries has received any notice in writing

(or, to the knowledge of the Company, any verbal notice) alleging that the Company, any of

its Subsidiaries or any Representative of the Company or any of its Subsidiaries has violated

any Corrupt Practices Legislation and, to the knowledge of the Company, no condition or circumstances

exist (including any ongoing Proceeding) that would form the basis for any such allegations.

The Company maintains, and has maintained, compliance policies, procedures, and internal

controls designed to promote and ensure compliance with applicable Corrupt Practices Legislation.

- 55 -

(ff) Money

Laundering. The operations of the Company and each of its Subsidiaries are, and have

in the past five (5) years been, conducted in compliance in all material respects with

applicable Laws relating to money laundering, any financial record-keeping and reporting

requirements related thereto, or any other similar Laws (collectively, “Money Laundering

Laws”). None of the Company or any of its Subsidiaries has received any notice

in writing (or, to the knowledge of the Company, any verbal notice) alleging that the Company,

any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries has

violated any Money Laundering Laws and, to the knowledge of the Company, no condition or

circumstances exist (including any ongoing Proceeding) that would form the basis for any

such allegations.

(gg) Brokers.

Except for the engagement letter between the Company and Evans & Evans, and the

fees payable by the Company under or in connection with such engagement, no investment banker,

broker, finder, financial advisor or other intermediary has been retained by or is authorized

to act on behalf of the Company or any of its Subsidiaries, or any of their respective officers,

directors or employees, or is entitled to any fee, commission or other payment from the Company

or any of its Subsidiaries, or any of their respective directors, officers or employees,

in connection with this Agreement or the Transactions. A true and correct copy of any Contract

between the Company and Evans & Evans has been provided to the Parent and the Company

has made true and complete disclosure to the Parent of all fees, commissions or other payments

that may be incurred pursuant to the engagement of Evans & Evans or that Evans &

Evans may be entitled to.

(hh) Fairness

Opinion. The Board and the Special Committee has received a true and complete copy of

the Fairness Opinion. The Company has provided to the Parent a true and complete and duly

executed copy of the Fairness Opinion.

(ii) Suppliers.

Section 3.01(ii) of the Disclosure Letter sets forth an accurate and complete list

of the top 20 suppliers (the “Top Suppliers”) by the aggregate amounts

paid by the Company and its Subsidiaries during the 12 months ended December 31, 2025.

Since December 31, 2023, (a) there has been no termination of the business relationship

of the Company or its Subsidiaries with any Top Supplier, (b) there has been no material

change in the material terms of the Company’s business relationship with any Top Supplier

adverse to the Company or its Subsidiaries and (c) no Top Supplier has notified the

Company or any of its Subsidiaries that it intends to terminate or change the pricing or

other terms of its business in any material respect adverse to the Company or its Subsidiaries.

Except for letters of credit for outstanding purchase orders, neither the Company nor any

of its Subsidiaries is required to provide any material bonding or other material financial

security arrangements in connection with any transactions with any supplier in the Ordinary

Course.

- 56 -

(jj) Customers.

Section 3.01(jj) of the Disclosure Letter sets forth an accurate and complete list of

the top 20 customers of the Company, as measured for the 12 month period ended December 31,

2025 (the “Top Customers”). No Top Customer or any customer which individually

accounted for more than 10% of the Company’s consolidated revenues during the 12-month

period preceding the date hereof, has canceled or otherwise terminated or, to the knowledge

of the Company, threatened to cancel, terminate or otherwise materially and adversely alter

the terms of its business with the Company. Neither the Company nor any of its Subsidiaries

(i) is involved in any material dispute with any such customer of the Company or (ii) has

been notified by or has notified any such customer, in writing, of any breach or violation

of any contract or agreement with any such customer.

(kk) Special

Committee and Board Matters.

(i) The

Special Committee has unanimously determined that the Arrangement is fair and reasonable

to the Company Shareholders, Company Warrantholders and the Company Optionholders and in

the best interests of the Company, and unanimously recommended that the Board (A) approve

this Agreement, the Arrangement and the Transactions and (B) recommend that the Company

Shareholders, the Company Warrantholders and the Company Optionholders vote in favour of

the Arrangement Resolution.

(ii) The

Board, after consultation with its financial advisor and outside legal counsel, has (acting

on a unanimous recommendation of the Special Committee): (A) unanimously and duly adopted

resolutions to determine that the Consideration to be received by the Company Shareholders,

the Company Warrantholders and the Company Optionholders pursuant to the Arrangement is fair

to the Company Shareholders, the Company Warrantholders and the Company Optionholders, respectively,

and the Arrangement is in the best interests of the Company; (B) directed that the adoption

of this Agreement be submitted to a vote at the Company Meeting; (C) resolved to unanimously

recommend that the Company Shareholders, the Company Warrantholders and the Company Optionholders

vote in favour of the Arrangement Resolution; and (D) authorized and approved the entering

into of the Arrangement Agreement and the performance by the Company of its covenants and

obligations under the Arrangement Agreement and the consummation by the Company of the Transactions,

and no action has been taken to rescind, amend, withdraw or supersede such determinations,

resolutions or authorizations.

- 57 -

(iii) Each

of the Supporting Shareholders has signed a Voting and Support Agreement.

(iv) The

Required Shareholder Approval is the only vote of the holders of any class or series of the

Company’s capital stock or other securities of the Company or any of its Subsidiaries

required in connection with the consummation of the Transactions. No vote of the holders

of any class or series of the Company’s capital stock or other securities is required

in connection with the consummation of any of the Transactions to be consummated by the Company.

(ll) Certain

Information. The Company Circular will not, at the time it is first delivered to the

Company Shareholders, at the time of any amendments or supplements thereto and at the time

of the Company Meeting. The Company Circular will comply as to form in all material respects

with the provisions of applicable Securities Laws. Notwithstanding the foregoing, the Company

makes no representation or warranty with respect to statements made in the Company Circular

based on information supplied in writing by or on behalf of the Parent specifically for inclusion

or incorporation by reference therein.

(mm) Bank

Accounts. Section 3.01(mm) of the Disclosure Letter sets forth a true, correct and

complete list of each bank, trust company or other financial institution at which the Company

or any of its Subsidiaries maintains an account or safe deposit box (each, a "Bank

Account"), together with, as to each Bank Account, the account number, the names

of all signatories thereon and the authorized powers of each such signatory. There are no

outstanding powers of attorney executed by or on behalf of the Company or any of its Subsidiaries

with respect to any Bank Account.

(nn) Transaction

Expenses. Section 3.01(nn)of the Disclosure Letter sets forth (a) the attorneys'

fees, financial advisory fees, accounting fees and other costs and fees that the Company

and its Subsidiaries have accrued but not paid as of the date hereof in connection with this

Agreement and the Transactions and (b) the Company's good faith estimate of all such

costs and fees that the Company and its Subsidiaries expect to pay in connection with this

Agreement and the Transactions from the date hereof through the Effective Time (collectively,

the "Transaction Expenses"). The aggregate Transaction Expenses will not

exceed the amount set forth in Section 3.01(nn) of the Disclosure Letter.

(oo) Competition

Act. The aggregate value of the assets in Canada of the Company and the gross revenues

from sales in, from or into Canada of the Company, in each case determined in accordance

with the Competition Act (Canada) and the regulations made thereunder, do not exceed the

amounts prescribed in accordance with subsections 110(8) and (9) of the Competition

Act (Canada).

- 58 -

(pp) Bankruptcy.

None of the Company or any of its Subsidiaries is insolvent within the meaning of applicable

bankruptcy, insolvency or fraudulent conveyance Laws. No act or proceeding has been taken

by or against the Company or any of its Subsidiaries in connection with the dissolution,

liquidation, winding up, bankruptcy or reorganization of the Company or any of its Subsidiaries

nor, to the knowledge of the Company, is any threatened, or for the appointment of a trustee,

receiver, manager or other administrator of the Company or any of its Subsidiaries or any

of their respective properties or assets.

(qq) Director

and Officer Indemnification. No event has occurred that has resulted in, or would

reasonably be expected to result in, any claim for indemnification, reimbursement, contribution

or the advancement of expenses by any Company Employee (other than a claim for reimbursement

by the Company or any of its Subsidiaries, in the ordinary course of business, of travel

expenses or other out-of-pocket expenses) pursuant to: (i) the terms of any Company

Constating Documents; (ii) any indemnification agreement or other Contract between the

Company or any of its Subsidiaries and any such Company Employee; or (iii) any applicable

Law.

(rr) Subsidies.

None of the Company or any of its Subsidiaries possesses or has ever possessed, or has any

rights or interests with respect to or has ever had any rights or interests with respect

to, any grants, incentives or subsidies from any Governmental Entity.

(ss) Disclosure.

True and complete copies of all documents listed in the Disclosure Letter have been made

available in the Data Room.

Section 3.02 No

Other Representations and Warranties

The Parent and the Purchaser agree and acknowledge

that, except for the representations and warranties set forth in this Article III and the Disclosure Letter, neither the Company

nor any other Person has made or makes any other representation and warranty (written or express or implied) on behalf of the Company

with respect to the Company or any of its Subsidiaries with respect to any other information provided to the Parent in connection with

the Transactions.

Section 3.03 Survival

of Representations and Warranties

The representations and warranties of the Company

contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of

the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Article IV.

Representations and Warranties of

the Parent and the Purchaser

Section 4.01 Representations

and Warranties

The Parent and the Purchaser jointly and severally

represent and warrant to the Company as follows and acknowledge and agree that the Company is relying upon such representations and warranties

in connection with the entering of this Agreement and the consummation of the Arrangement:

(a) Organization

and Qualification. Each of the Parent and the Purchaser is:

(i) a corporation

or other entity duly incorporated or organized, as applicable, validly existing and in good

standing (with respect to jurisdictions that recognize such concept) under the laws of the

jurisdiction of its incorporation or organization and has all corporate or similar power

and capacity to carry on its business as now conducted and to own, lease and operate its

assets and properties; and

- 59 -

(ii) duly

qualified to carry on business and is in good standing (with respect to jurisdictions that

recognize such concept) in each jurisdiction in which the character of its assets and properties,

owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification

necessary, except where the failure to be so qualified or in good standing would not reasonably

be expected to prevent or materially delay the consummation of the Arrangement and the other

Transactions.

(b) Corporate

Authorization. Each of the Parent and the Purchaser has the requisite corporate or similar

power and authority to enter into and perform its obligations under this Agreement. The execution

and delivery of this Agreement, the performance by each of the Parent and the Purchaser of

its obligations under this Agreement and the consummation of the Arrangement and the other

Transactions have been duly authorized by all necessary corporate or similar action on the

part of each of the Parent and the Purchaser and no other corporate proceedings on the part

of each of the Parent and the Purchaser are necessary to authorize this Agreement or the

consummation of the Arrangement and the other Transactions.

and Binding Obligation. This Agreement has been duly executed and delivered by each of

the Parent and the Purchaser and, assuming due authorization, execution and delivery of this

Agreement by the Company, constitutes a legal, valid and binding agreement of each of them

enforceable against each of them in accordance with its terms subject only to any limitation

under bankruptcy, insolvency or other applicable Laws affecting the enforcement of creditors’

rights generally and the discretion that a court may exercise in the granting of equitable

remedies, such as specific performance and injunction.

(d) Governmental

Authorization. The execution and delivery of this Agreement by each of the Parent and

the Purchaser, the performance of its obligations under this Agreement and the consummation

of the Transactions do not require any Authorization or other material action by or in respect

of, or filing with, or notification to, any Governmental Entity by the Parent and the Purchaser,

other than: (i) the Key Regulatory Approvals and any filings required in order to obtain,

and any approvals required by, the Key Regulatory Approvals; (ii) filings under the

BCBCA in respect of the Arrangement; and (iii) such other Authorizations which, if not

obtained, or any other actions by or in respect of, or filings with, or notifications to,

any Governmental Entity which, if not taken or made, would not, individually or in the aggregate,

materially impede the ability of the Parent and the Purchaser to complete the Arrangement

and the other Transactions.

- 60 -

(e) Non-Contravention.

The execution and delivery of this Agreement by the Parent or the Purchaser, the performance

of their respective obligations under this Agreement and the consummation of the Transactions

do not and will not (or would not with the giving of notice, the lapse of time or the happening

of any other event or condition):

(i) contravene,

conflict with, or result in any violation or breach of the certificate of incorporation,

by-laws or other organizational documents of the Parent or the Purchaser;

(ii) assuming

compliance with the matters referred to in Section 4.01(d), contravene, conflict with

or result in a violation or breach of any Law applicable to the Parent or the Purchaser;

except for such contraventions, conflicts,

violations or breaches that would not, individually or in the aggregate, materially impede the ability of the Parent and the Purchaser

to complete the Arrangement and the other Transactions.

(f) Litigation.

There are no Proceedings in progress, pending or ongoing, or, to the knowledge of the Purchaser,

threatened, against or affecting the Parent or the Purchaser, their respective properties

or assets, or the business of the Parent or the Purchaser by or before any Governmental Entities,

in each case, that would reasonably be expected to, individually or in the aggregate, materially

impede the ability of the Parent and the Purchaser to complete the Arrangement and the other

Transactions.

(g) Ownership

of the Purchaser. The Parent is, directly or indirectly, the beneficial owner of all

of the outstanding securities of the Purchaser.

Section 4.02 No

Other Representations and Warranties

The Company agrees and acknowledges that, except

for the representations and warranties set forth in this Article IV, none of the Parent, the Purchaser or any other Person has made

or makes any other representation and warranty (written or oral, express or implied, or at Law or in equity) on behalf of the Parent

or the Purchaser.

Section 4.03 Survival

of Representations and Warranties

The representations and warranties of the Parent

and the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated

on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

- 61 -

Article V.

Covenants

Section 5.01 Conduct

of Business of the Company

(a) The

Company covenants and agrees that, during the period from the date of this Agreement until

the earlier of the Effective Time and the time that this Agreement is terminated in accordance

with its terms, except: (i) with the prior written consent of the Parent; (ii) as

expressly required by this Agreement; or (iii) as required by applicable Law; the Company

shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary

Course and in accordance with applicable Laws and the Company shall use commercially reasonable

efforts (x) to maintain and preserve its and its Subsidiaries’ business organization,

assets, properties, employees, goodwill and relationships with customers, suppliers, licensors,

licensees, distributors, landlords, creditors and other Persons with whom the Company or

any of its Subsidiaries has material business relations; (y) preserve its assets, rights

and properties in good repair and condition; and (z) keep available the services of

its current directors, officers, key employees and independent contractors.

(b) Without

limiting the generality of Section 5.01(a), the Company covenants and agrees that, during

the period from the date of this Agreement until the earlier of the Effective Time and the

time that this Agreement is terminated in accordance with its terms, except (i) with

the prior written consent of the Parent; (ii) as expressly required by this Agreement;

or (iii) as required by applicable Law, the Company shall not, and the Company shall

not permit any of its Subsidiaries to, directly or indirectly:

(i) amend:

(A) the Company Constating Documents; or (B) the notice of articles, articles of

incorporation, articles of amalgamation, articles of continuance, by-laws or other constating

documents of any Subsidiary (including any declaration of trust, partnership agreement or

similar organizational document of any Subsidiary that is not a corporation);

(ii) adjust,

split, combine, reclassify or amend the terms of any of its securities or issue or authorize

the issuance of any other securities in respect of, in lieu of or in substitution for shares

of its capital stock or other securities;

(iii) enter

into any new line of business or discontinue any existing line of business;

(iv) adopt

a plan of complete or partial liquidation, arrangement, dissolution, merger, consolidation,

restructuring, recapitalization, winding-up or other reorganization of the Company or any

of its Subsidiaries (other than this Agreement and the Transactions), or file a petition

in bankruptcy under any applicable Law on behalf of the Company or any of its Subsidiaries,

or consent to the filing of any bankruptcy petition against the Company or any of its Subsidiaries

under any applicable Law;

(v) redeem,

repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities

of the Company or any of its Subsidiaries or any options, warrants, or rights to acquire

any such securities or other equity interests;

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(vi) issue,

grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery,

sale, pledge or other encumbrance of, any (A) securities; (B) rights, options,

warrants or similar rights exercisable or exchangeable for or convertible into any securities,

of the Company or any of its Subsidiaries, including pursuant to any Contracts as in effect

on the date of this Agreement or (C) rights that are linked in any way to the price

of any securities of, or to the value of or of any part of, or to any dividends or distributions

paid on any securities of, the Company or any of its Subsidiaries, in each case, except for

the issuance of Company Shares issuable upon the valid exercise of the currently outstanding

Company Warrants or Company Options in accordance with their terms;

(vii) make,

declare, accrue, set aside, authorize or pay any dividend or other distribution (whether

in cash, securities or property, or any combination thereof) on any class of securities of

the Company or any of its Subsidiaries;

(viii) enter

into any Contract with respect to the voting rights of any Company Shares;

(ix) transfer,

license, sell, lease, or otherwise abandon, dispose of, mortgage, assign or voluntarily lose

the right to use, or pledge, encumber or otherwise subject to any Lien (other than a Permitted

Lien), any assets (excluding Intellectual Property) or any Company Leased Property;

(x) abandon,

cancel, license, sublicense, sell, assign, transfer or otherwise dispose of, or voluntarily

lose the right to use, or pledge, encumber or otherwise subject to any Lien (other than a

Permitted Lien), any Company Intellectual Property (except for non-exclusive licenses of

Intellectual Property granted in the Ordinary Course);

(xi) acquire

or agree to acquire any Person, business, line of business (by merging, consolidating, purchasing

a substantial equity interest in, acquiring shares or assets or otherwise), directly or indirectly,

in one transaction or in a series of related transactions, or make any investment in a Person,

directly or indirectly, in one transaction or in a series of related transactions, by the

purchase of securities, contributions of capital, loan or other advance, property transfer

or the purchase of any property or assets of any Person, other than in the Ordinary Course;

(xii) reorganize,

restructure, recapitalize, amalgamate or merge the Company or any Subsidiary of the Company

or form any Subsidiary;

(xiii) reduce

or recognize the stated capital of the shares of the Company or any of its Subsidiaries or

otherwise enter into any transaction that would reduce the “paid-up capital”

(within the meaning of the Tax Act) of the shares of the Company or any of its Subsidiaries;

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(xiv) (A) incur,

create, assume, issue, sell, syndicate, refinance, accelerate or otherwise become liable

for, or repay or prepay, any indebtedness, or amend, modify or refinance any indebtedness

or guarantee, endorse or otherwise become liable for (whether directly, contingently or otherwise)

the indebtedness of any Person or (B) make any loans, advances or capital contributions

to, or investments in, any other Person, other than the Company or any of its Subsidiaries;

(xv) prepay

any long-term indebtedness before its scheduled maturity;

(xvi) (A) pay,

discharge, settle or satisfy any claims, liabilities or obligations (whether absolute, accrued,

asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction

in the Ordinary Course or as required by their terms as in effect on the date of this Agreement

of claims, liabilities or obligations reflected or reserved against in the most recent audited

financial statements (or the notes thereto) of the Company included in the Company Filings

filed prior to the date of this Agreement (for amounts not in excess of such reserves) or

incurred since the date of such financial statements in the Ordinary Course, (B) cancel

any material indebtedness owed to the Company or any of its Subsidiaries or (C) waive,

release, grant or transfer any right of material value;

(xvii) incur

or commit to incur any capital expenditure or authorization or commitment with respect thereto;

(xviii) enter

into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward

sales contracts or similar financial instruments;

(xix) (A) take

any action inconsistent with past practice relating to the filing of any Tax Return or the

withholding, collecting, remitting and payment of any material Taxes; (B) make, change

or rescind any Tax election (other than elections made in the ordinary course of preparing

and filing Tax Returns) or designation; (C) settle or compromise any Tax claim, assessment,

reassessment, liability, Proceeding or controversy; (D) file any amended Tax Return;

(E) enter into any agreement with a Governmental Entity with respect to Taxes; (F) enter

into or change any Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification

agreement; (G) surrender any right to claim a Tax abatement, reduction, deduction, exemption,

credit or refund; (H) consent to the extension, or waiver of the limitation period applicable

to any Tax matter; (I) make a request for a Tax ruling to any Governmental Entity; or

(J) amend or change any of its methods of reporting income, deductions or accounting

for income Tax purposes;

(xx) change

its fiscal year;

(xxi) (A) increase

any severance, change of control or termination pay to (or amend any existing arrangement

in relation thereto with) any Company Employee or any director of the Company or any of its

Subsidiaries; (B) increase compensation (including wages, salary and fees), retention

or incentive compensation or other benefits payable to any Company Employee, director of

the Company or any of its Subsidiaries, independent contractor or consultant; (C) without

limiting the generality of Section 5.01(b)(xxi)(B), make any bonus payment or comparable

payment to any Company Employee, director of the Company or any of its Subsidiaries, independent

contractor or consultant; (D) loan or advance money or other property to any Company

Employee or any director of the Company or any of its Subsidiaries; (E) grant any equity-based

awards; (F) accelerate the time of payment, funding, or vesting of any compensation,

payments, or benefits; or (G) hire, retain, engage or terminate (for any reason), or

enter into any employment, deferred compensation, severance or termination or other similar

agreement (or amend any such existing agreement) with any Company Employee, director of the

Company or any of its Subsidiaries, independent contractor, consultant or Person;

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(xxii) adopt,

establish, enter into, materially amend or terminate any Employee Benefit Plan (or any other

arrangement that would be an Employee Benefit Plan if it were in effect on the date hereof);

(xxiii) modify,

extend, terminate or enter into any collective bargaining agreement or other Contract with

any labor union, works council, or labor organization, or certify any labor union, labor

organization, works council, or group of employees of the Company or any of its Subsidiaries

as the bargaining representative for any employees of the Company or any of its Subsidiaries;

(xxiv) enter

into any Contract with any executive officer, senior officer, vice president or director

of the Company or any of its Subsidiaries or any of their immediate family members (including

spouses) or Affiliates;

(xxv) make

any material change in the Company’s methods of accounting, principles or practices,

except as required by concurrent changes in IFRS, or revalue any of its material assets;

(xxvi) renew

or enter into any non-compete, exclusivity, non-solicitation or similar agreement that would

restrict or limit, in any material respect, the operations of the Company or any of its Subsidiaries;

(xxvii) commence,

waive, release, assign, settle, agree to settle or compromise any Proceeding or threatened

Proceeding (including any Proceeding relating to this Agreement or the Transactions);

(xxviii) amend

or modify in any material respect or terminate, cancel or waive any material right under

any Material Contract or enter into any Contract or agreement that would be a Material Contract

if in effect on the date hereof;

(xxix) enter

into any new lease or amend the terms of any existing lease of real property;

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(xxx) amend

any existing Authorization of the Company or any of its Subsidiaries, or abandon or fail

to diligently pursue any application for any required Authorization, or take or omit to take

any action that would reasonably be expected to lead to the termination of, or imposition

of conditions on, any such Authorization of the Company or any of its Subsidiaries or such

required Authorization;

(xxxi) fail

to keep in force, amend, modify, terminate, cancel or let lapse any insurance (or re-insurance)

policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously

with such termination, cancellation or lapse, replacement policies underwritten by insurance

and re-insurance companies of nationally recognized standing providing coverage equal to

or greater than the coverage under the terminated, cancelled or lapsed policies for substantially

similar premiums (other than any increase in premiums to reflect changes in prevailing market

rates made available by insurance providers) are in full force and effect;

(xxxii) fail

to maintain compliance with the terms of the Bridge Loan;

(xxxiii) accelerate

the collection of any accounts receivable or delay the payment of any accounts payable;

(xxxiv) take

any action (or omit to take any action) if such action (or omission) could reasonably be

expected to result in any of the conditions to the Arrangement set forth in Article VII

not being satisfied;

(xxxv) authorize,

agree, resolve or otherwise commit to do any of the foregoing; or

(xxxvi) amend,

terminate, cancel, modify or waive any terms or conditions of the Company Warrants without

the prior written consent of the Parent.

contained in this Agreement will give the Parent or the Purchaser, directly or indirectly,

the right to direct or control or exercise material influence over the Company’s business

or operations prior to the Effective Date. Nothing in this Agreement, including any of the

restrictions set forth herein, will be interpreted in such a way as to place any Party in

violation of applicable Law.

Section 5.02 Covenants

of the Company Relating to the Arrangement

(a) Other

than in connection with obtaining the Regulatory Approvals (which approvals shall be governed

by the provisions of Section 5.04), the Company shall, and shall cause its Subsidiaries

to, perform all obligations required to be performed by the Company or any of its Subsidiaries

under this Agreement, co-operate with the Parent in connection therewith and do all such

other commercially reasonable acts and things as may be necessary or desirable in order to

consummate and make effective, as soon as reasonably practicable, the Arrangement, the Transactions

and, without limiting the generality of the foregoing, the Company shall and, where appropriate,

shall cause its Subsidiaries to:

(i) use

commercially reasonable efforts to satisfy all conditions precedent in this Agreement and

take all steps set forth in the Interim Order and the Final Order applicable to it and comply

promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect

to this Agreement or the Arrangement;

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(ii) use

commercially reasonable efforts to provide, obtain and maintain all third-party notices,

consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations

that are: (A) necessary to be obtained under the Material Contracts (or any Contracts,

as reasonably requested by the Parent) in connection with the Arrangement or this Agreement

or (B) required in order to maintain the Material Contracts (or any Contracts, as reasonably

requested by the Parent) in full force and effect following the completion of the Arrangement,

in each case, on terms that are reasonably satisfactory to the Parent, and without paying,

and without committing itself, the Parent or the Purchaser to pay, any consideration or incurring

any liability or obligation, in each case, without the prior written consent of the Parent

(it being expressly agreed by the Parent that, with respect to clause (A) and (B) of

this Section 5.02(a)(ii), the receipt of such notices, consents, waivers, permits, exemptions,

orders, approvals, agreements, amendments or confirmations (other than those expressly contemplated

by Section 7.02(d)) shall not be in and of itself a condition to the closing of the

Arrangement;

(iii) upon

reasonable consultation with the Parent, use commercially reasonable efforts to effect all

necessary consents, waivers, consents, exemptions, registrations, filings and submissions

of information required by Governmental Entities from the Company and its Subsidiaries, or

considered advisable by the Parties, acting reasonably, relating to the Transactions as soon

as reasonably practicable;

(iv) use

commercially reasonable efforts to, upon reasonable consultation with the Parent, oppose,

lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely

affect the consummation of the Arrangement and defend, or cause to be defended, any Proceedings

to which it is a party or brought against it or its directors or officers challenging the

Transactions; provided that, neither the Company nor any of its Subsidiaries shall consent

to the entry of any judgment or settlement with respect to any such Proceeding without the

prior written approval of the Parent;

(v) not

take any action, or refrain from taking any action, or permit any action to be taken or any

action not to be taken, which is inconsistent with this Agreement or would reasonably be

expected to prevent, materially delay or otherwise impede the consummation of the Transactions;

(vi) use

best efforts to assist the Parent in obtaining at the Effective Time, customary resignations

and releases (in a form satisfactory to the Parent, acting reasonably) of each member of

the Board and the board of directors of any of its Subsidiaries and officers thereof, and

causing them to be replaced by Persons designated or nominated, as applicable, by the Parent

effective as of the Effective Time, in each case, to the extent requested by the Parent;

and

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(vii) cooperate

with the Parent to add such individuals as the Parent may designate as authorized signatories

with respect to each bank account of the Company and its Subsidiaries (including each account

listed in Section 3.01(mm) of the Disclosure Letter and any account in which deposits

are held in respect of any employee benefit plan), and to remove such existing signatories

as the Parent may reasonably request, in each case with such changes to become effective

as of the Effective Time.

(b) The

Company shall promptly notify the Parent in writing of:

(i) any

Material Adverse Effect, or any change, event, occurrence, effect, state of facts or circumstance

that, individually or in the aggregate with other such changes, events, occurrences, effects,

states of facts, circumstances, could reasonably be expected to lead to a Material Adverse

Effect;

(ii) any

notice or other communication from any Person (including any customer or supplier of the

Company or any of its Subsidiaries) alleging (A) that the consent (or waiver, permit,

exemption, order, approval, agreement, amendment or confirmation) of such Person (or another

Person) is or may be required in connection with the Transactions (B) that such Person

is terminating, may terminate, or is otherwise materially adversely modifying or may materially

adversely modify its relationship (including a Material Contract) with the Company or any

of its Subsidiaries as a result of this Agreement or the Transactions, or (C) the Transactions

constitute a default under, or cause or permit the termination, cancellation, acceleration

or other change of any right or obligation, or the loss of any benefit to which the Company

or any of its Subsidiaries is entitled (including by triggering any rights of first refusal

or first offer, change in control provisions or other restrictions or limitations) under

any Contract or Authorization to which the Company or any of its Subsidiaries is a party

or by which the Company or any of its Subsidiaries is bound;

(iii) unless

prohibited by Law, any notice or other communication from any Person (other than Governmental

Entities in connection with Regulatory Approvals, which shall be governed by Section 5.04)

in connection with the Transactions (and the Company shall contemporaneously provide a copy

of any such written notice or communication to the Parent); or

(iv) any

Proceeding commenced or, to the Company’s knowledge, threatened against, relating to

or involving, or otherwise affecting the Arrangement, this Agreement or any of the Transactions

and shall (A) give the Parent the right to review and comment on all material filings

or responses to be made by the Company and discuss in advance any material discussions or

communications proposed to be held by the Company with any third party in connection with

any such Proceeding (and the Company shall in good faith take any comments or feedback provided

by Parent into account), (B) give the Parent a reasonable opportunity to participate

in the defense and settlement of any such Proceeding and (C) if the Parent does not

exercise such right to participate, keep the Parent reasonably informed with respect to such

Proceeding and all material developments relating thereto.

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Company shall, and shall cause its Subsidiaries to, provide such cooperation and assistance

to the Parent as the Parent may reasonably request in communications with investors and other

stakeholders of the Parent relating to the Transactions, including assisting with the preparation

of investor materials and by making Representatives of the Company and its Subsidiaries available

to participate in investor meetings; provided that: (A) such requests are made on reasonable

notice; (B) such cooperation and assistance do not unreasonably interfere with the ongoing

operations of the Company or its Subsidiaries; or (C) none of the Company nor any of

its Affiliates or Representatives shall be required to take any action or do anything that

would: (i) incur any liability (other than the payment of reasonable out-of-pocket costs

related to such cooperation), (ii) contravene its organizational or constating documents

or any applicable Law, (iii) contravene any of the Company’s, or any of its Affiliates’

agreements that relate to borrowed money, (iv) cause any condition set forth in Section 7.01

or Section 7.02 not to be satisfied at the Effective Time, (v) cause any breach

of this Agreement that would provide the Parent with the right to terminate this Agreement

under the terms hereof, (vi) disclose any material information that in the reasonable

judgment of the Company would result in the disclosure of any trade secrets or similar information

or violate any Contractual obligations of the Company or its Subsidiaries with respect to

confidentiality, (vii) prepare a forecast or other future oriented financial information,

or (viii) waive or amend any terms of this Agreement.

Section 5.03 Covenants

of the Parent Relating to the Arrangement

(a) Other

than in connection with obtaining the Regulatory Approvals (which approvals shall be governed

by the provisions of Section 5.04), the Parent shall perform all obligations required

to be performed by it under this Agreement, co-operate with the Company in connection therewith

and do all such other commercially reasonable acts and things as may be necessary or desirable

in order to consummate and make effective, as soon as reasonably practicable, the Agreement

or the Transactions and, without limiting the generality of the foregoing, the Parent shall:

(i) use

commercially reasonable efforts to satisfy all conditions precedent in this Agreement and

take all steps set forth in the Interim Order and the Final Order applicable to it and comply

promptly with all requirements imposed by applicable Law on it with respect to this Agreement

or the Arrangement;

(ii) use

commercially reasonable efforts to effect all necessary consent, waivers, permits, exemptions,

registrations, filings and submissions of information required by Governmental Entities from

the Parent, or considered advisable by the Parties, acting reasonably, relating to the Transactions

as soon as reasonably practicable;

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(iii) use

commercially reasonable efforts to, upon reasonable consultation with the Company, oppose,

lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely

affect the consummation of the Arrangement and defend, or cause to be defended, any Proceedings

to which it is a party or brought against it or its directors or officers challenging the

Transactions; and

(iv) not

take any action, or refrain from taking any commercially reasonable action, or permit any

action to be taken or any commercially reasonable action not to be taken, which is inconsistent

with this Agreement or would reasonably be expected to prevent, materially delay or otherwise

impede the consummation of the Transactions.

(b) The

Parent shall promptly notify the Company in writing of:

(i) any

notice or other communication from any Person alleging that the consent (or waiver, permit,

exemption, order, approval, agreement, amendment or confirmation) of such Person (or another

Person) is or may be required in connection with the Transactions (other than Governmental

Entities in connection with Regulatory Approvals, which shall be governed by Section 5.04);

(ii) any

Proceeding commenced or, to the Parent’s knowledge, threatened against, relating to

or involving or otherwise affecting the Transactions, in each case to the extent that such

Proceeding would reasonably be expected to impair, impede, materially delay or prevent the

Parent or the Purchaser from performing its obligations under this Agreement.

Section 5.04 Regulatory

Approvals

(a) As

soon as reasonably practicable after the date of this Agreement (and in any event within

10 Business Days after the date of this Agreement), the Parent and the Company shall prepare

and file all necessary documents, registrations, statements, petitions, filings and applications

with any Governmental Entity required to obtain any Regulatory Approvals and use their commercially

reasonable efforts to obtain and maintain all Regulatory Approvals.

(b) The

Parties shall co-operate and coordinate with one another in connection with obtaining the

Regulatory Approvals, including by providing or submitting as promptly as possible all documentation

and information that is reasonably required or, in the opinion of the Parent, acting reasonably,

advisable in connection with obtaining the Regulatory Approvals and use their commercially

reasonable efforts to ensure that such information does not contain a Misrepresentation;

provided, however, that nothing in this Section 5.04 shall require a Party to provide

information that is not in its possession or not otherwise reasonably available to such Party.

For further clarity, nothing in this Agreement (including in this Section 5.04) shall

require Parent or any of its Affiliates to (i) propose, negotiate, commit to or effect,

by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition

of any of the assets, properties or businesses to be acquired by it pursuant to this Agreement

or any of the assets, properties or businesses of the Parent or any of its Affiliates or

of the Company; or (ii) otherwise take or commit to take actions that after the Effective

Time would limit the Parent’s or its Affiliates’ freedom of action with respect

to, or its or their ability to retain, one or more of the businesses, product lines or assets

of the Company or of Parent or any of its Affiliates.

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respect to obtaining the Regulatory Approvals, each Party shall:

(i) Reasonably

co-operate with the other Party and keep the other Party reasonably informed as to the status

of and the processes and proceedings relating to obtaining the Regulatory Approvals;

(ii) promptly

notify the other Party of any substantive communication from any Governmental Entity relating

to any Regulatory Approval and provide the other Party with copies of any material written

communications from any Governmental Entity relating to any Regulatory Approval;

(iii) use

its commercially reasonable efforts to respond as promptly as reasonably possible to any

reasonable inquiries or requests received from a Governmental Entity in respect of any Regulatory

Approval;

(iv) permit

the other Party to review in advance any proposed material written communications with a

Governmental Entity in respect of any Regulatory Approval, give due consideration to any

comments or suggestions received from the other Party and provide the other Party with final

copies of all such material written communications; provided, however, that commercially

confidential or competitively sensitive information may be redacted from the written communications

provided to the other Party and provided only to such Party’s outside legal counsel

on an external-counsel-only basis; and

(v) not

participate in any substantive meeting (whether in person, by phone or otherwise) with a

Governmental Entity in respect of any Regulatory Approval unless it consults with the other

Party in advance and gives such other Party an opportunity to attend except to the extent

that commercially confidential or competitively sensitive information may be discussed, in

which case, the other Party’s outside legal counsel shall have the right to participate

in such meetings on an external-counsel-only basis.

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Section 5.05 Access

to Information

From the date hereof until the earlier of the

Effective Time and the time that this Agreement is terminated in accordance with its terms, subject to applicable Law, the Company shall,

and shall cause its Subsidiaries and their respective Representatives to, upon reasonable prior notice, give to the Parent and its Representatives

access to their respective senior or technical personnel, offices, properties, facilities, contracts, assets, commitments, officers,

books and records (including continuing access to the Data Room) of the Company and its Subsidiaries during normal business hours and

promptly furnish to the Parent and its Representatives such financial, Tax and operating data and all other documents and information

(including filings, schedules, reports, work papers and information) concerning its business, finances, operations, properties and personnel

as the Parent may from time to time reasonably request. This Section 5.05 shall not require the Company or its Subsidiaries to permit

any access, or to disclose any information that in the reasonable good faith judgment of the Company, after consultation with outside

legal counsel, would be likely to (i) result in the violation of any Law by the Company or any of its Subsidiaries or (ii) jeopardize

any attorney-client privilege claim that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect

to such information; provided that, the Parties shall use commercially reasonable efforts to find an alternative means of allowing disclosure

of any such information to the extent doing so would not (in the reasonable good faith judgment of the Company, after consultation with

outside counsel) be likely to result in any violation of any such Law or be likely to cause privilege to be waived with respect to such

information. If the Company withholds any access or information pursuant to this Section 5.05, the Company shall promptly notify

the Parent in writing of that fact, describe in reasonable detail (without disclosing the withheld information itself) the subject matter

of, and the basis for withholding, such access or information, and use commercially reasonable efforts to implement any applicable “clean-room”

or redacted-disclosure arrangement within five Business Days of the Parent’s request therefor. The Parent acknowledges that all

information provided to it under this Section 5.05 or otherwise pursuant to this Agreement or in connection with the Transactions

is subject to the Confidentiality Agreement that will remain in full force and effect in accordance with its terms notwithstanding any

other provisions of this Agreement or any termination of this Agreement. Investigations made by or on behalf of the Parent, whether under

this Section 5.05 or otherwise, will not waive, diminish the scope of or otherwise affect any representation or warranty made by

the Company under this Agreement. The Company shall promptly deliver to the Parent a copy of the statements, accounts and information

described in Section 5.05 of the Disclosure Letter.

Section 5.06 Pre-Acquisition

Reorganization

(a) Subject

to Section 5.06(b), the Company agrees that, upon request of the Parent, the Company

shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) implement

such reorganizations of its corporate structure, capital structure, business, operations

and assets or such other transactions as the Parent may request, acting reasonably, including

amalgamations, liquidations, reorganizations, continuances (including commencing a continuance

process), or share transfers or asset transfers (each, a “Pre-Acquisition Reorganization”);

(ii) cooperate with the Parent and its advisors to determine the nature of the Pre-Acquisition

Reorganizations that might be undertaken and the manner in which they would most effectively

be undertaken; and (iii) cooperate with the Parent and its advisors to seek to obtain

consents, approvals, waivers or similar authorizations which might be required from any Governmental

Entities or third parties in connection with the Pre-Acquisition Reorganization, if any.

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(b) The

Company will not be obligated to participate (or to cause its Subsidiaries to participate)

in any Pre-Acquisition Reorganization under Section 5.06(a) unless such Pre-Acquisition

Reorganization:

(i) can

be completed as close as reasonably practicable prior to, or simultaneously with, the Effective

Time;

(ii) is

not prejudicial to the Company, any of its Subsidiaries or the Company Shareholders in any

material respect;

(iii) does

not reduce or change the form of the consideration provided for under the Arrangement;

(iv) does

not impair the ability of any Party to complete, and will not delay the completion of, the

Arrangement;

(v) does

not require the Company or any of its Subsidiaries to take any action that would reasonably

be expected to result in Taxes being imposed on, or any adverse Tax or other consequences

to, the Company Shareholders incrementally greater than the Taxes or other consequences to

such party in connection with the completion of the Arrangement in the absence of action

being taken pursuant to Section 5.06(a);

(vi) does

not result in any breach by the Company or any of its Subsidiaries of any Material Contract

or any breach by the Company or any of its Subsidiaries of their respective Company Constating

Documents or Law, except in respect of any Material Contract where prior written consent

has been obtained from the relevant counterparty to such Material Contract; and

(vii) does

not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries

in any material respect.

Parent must provide written notice to the Company of any proposed Pre-Acquisition Reorganization

at least seven (7) Business Days prior to the Effective Date. Upon receipt of such notice,

the Company and the Parent shall work cooperatively and use their commercially reasonable

efforts to prepare prior to the Effective Time all documentation necessary and do such other

acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including

any amendment to this Agreement or the Plan of Arrangement (provided that such amendments

do not require the Company to obtain approval of the Company Shareholders). In furtherance

of the foregoing, the Company shall, and shall cause its Representatives to, work cooperatively

with the Parent and its Representatives to implement the Pre-Acquisition Reorganization,

including effecting any necessary amendments to the Plan of Arrangement to the extent permitted

by the Plan of Arrangement or this Agreement and obtaining any required consents.

(d) If

the Arrangement is not completed, the Parent shall (i) forthwith reimburse the Company

for all reasonable out-of-pocket costs and expenses incurred in connection with any proposed

Pre-Acquisition Reorganization, including any reasonable costs incurred by the Company in

order to restore the organizational structure of the Company to a substantially identical

structure of the Company as at the date hereof; and (ii) indemnify the Company, its

Subsidiaries and their respective officers, directors and employees (to the extent such officers,

directors and employees are assessed with statutory liability therefor) for all direct and

indirect liabilities, losses, Taxes, damages, claims, costs, expenses, interest awards, judgments

and penalties suffered or incurred by any of them in connection with or as a result of any

Pre-Acquisition Reorganization (other than those costs and expenses reimbursed in accordance

with the foregoing clause (i)). The indemnification obligations contained in this Section 5.06(d) shall

survive indefinitely notwithstanding the termination of this Agreement.

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(e) The

Parent agrees that any Pre-Acquisition Reorganization will not be considered in determining

whether a representation or warranty of the Company under this Agreement has been breached

(including where any such Pre-Acquisition Reorganization requires the consent of any third

party under a Contract).

(f) Without

limiting the generality of the foregoing, the Company acknowledges that the Parent or the

Purchaser may enter into one or more transactions designed to increase the tax cost of certain

non-depreciable capital property of the Company or its Subsidiaries for purposes of the Tax

Act, and agrees to use commercially reasonable efforts to assist the Parent or the Purchaser

and to provide information reasonably required by the Parent or the Purchaser in this regard

on a timely basis and to assist in obtaining any such information in order to facilitate

such transactions as reasonably requested by the Parent, provided that any out-of-pocket

costs, fees or expenses of the Company or any of its Subsidiaries associated therewith shall

be at the Parent’s sole expense.

Section 5.07 Public

Communications

The Parties shall agree on the text of the news

release to be issued by each of them to announce the execution of this Agreement. Each Party shall, and shall cause their respective

Representatives and controlled-Affiliates to: (i) not issue any news release, investor presentation, shareholder letter, FAQ, script,

or make any other written or oral communication, public statement or disclosure with respect to this Agreement or the Transactions, including

in connection with the Company Meeting, without the prior written consent of the other Party, which consent shall not be unreasonably

withheld, conditioned or delayed and (ii) give the other Party prior written notice and a reasonable opportunity to review and comment

on all such disclosures and shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance

of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders

and financial analysts and other stakeholders so long as such statements and announcements are consistent in all material respects with

the most recent news releases and other disclosure made by the Parties, provided that such information remains accurate as of such time.

Notwithstanding the foregoing, the Parent shall have no obligation to consult the Company prior to any discussions with its shareholders

and investors relating to this Agreement, the Arrangement or the transactions contemplated by this Agreement or in respect of any press

release issued upon a Change in Recommendation in compliance with Article VI. The Parties acknowledge that the Company will file

this Agreement (with such redactions as may be mutually agreed upon between the Company and the Parent, acting reasonably), and a material

change report relating thereto on SEDAR+.

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Section 5.08 Notice

and Cure Provisions

(a) Each

Party shall promptly notify the other Party of the occurrence, or failure to occur, of any

event or state of facts, which occurrence or failure would, or would be reasonably likely

to:

(i) cause

any of the representations or warranties of such Party contained in this Agreement to be

untrue or inaccurate in any material respect at any time from the date of this Agreement

to the Effective Time;

(ii) result

in the failure to comply with or satisfy any covenant, condition or agreement to be complied

with or satisfied by such Party under this Agreement; or

(iii) in

the case of the Company, result in a Material Adverse Effect.

(b) Notification

provided under this Section 5.08 will not affect the representations, warranties, covenants,

agreements or obligations of the Parties (or remedies with respect thereto), or the conditions

to the obligations of the Parties under this Agreement.

Company may not elect to exercise its right to terminate this Agreement pursuant to Section 8.02(a)(iii)(A) and

the Parent may not elect to exercise its right to terminate this Agreement pursuant to Section 8.02(a)(iv)(A),

unless the Party seeking to terminate the Agreement (the “Terminating Party”)

has delivered a written notice (“Termination Notice”) to the other Party

(the “Breaching Party”) specifying in reasonable detail all breaches of

covenants, representations and warranties or other matters that the Terminating Party asserts

as the basis for termination and confirmation that the Terminating Party intends to terminate

this Agreement. After delivering a Termination Notice, provided that the Breaching Party

is proceeding diligently to cure such matter and such matter is capable of being cured prior

to the Outside Date, the Terminating Party may not exercise such termination right until

the earlier of: (i) the Outside Date; and (ii) the date that is 15 Business Days

following receipt of such Termination Notice by the Breaching Party, if such matter has not

been cured by such date; provided, that the Terminating Party shall be entitled to terminate

this Agreement immediately upon such time as such breach is not capable of being cured by

the Outside Date (with any Willful Breach being deemed to be incurable) or if at any time

following receipt of the Termination Notice the Breaching Party fails to diligently proceed

to cure any matter.

(d) If

the Parent delivers a Termination Notice prior to the date of the Company Meeting, the Parent

may require the Company to postpone or adjourn the Company Meeting until the earlier of (i) 5

Business Days prior to the Outside Date and (ii) the date that is 15 Business Days following

receipt of such Termination Notice by the Breaching Party.

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Section 5.09 Insurance

and Indemnification

(a) Prior

to the Effective Time, the Company shall, with the prior consent of the Parent, obtain, from

a reputable third-party insurer/an insurance carrier with the same or better credit rating

as the Company’s current insurance carriers with respect to directors’ and officers’

liability insurance, and fully pay the necessary premium for, pre-paid customary “tail”

insurance covering the natural persons covered by the Company’s directors’ and

officers’ liability, fiduciary liability and employment practices liability insurance

in effect on the date of this Agreement (the “Current Insurance”) for

a claims reporting or discovery period beginning at the Effective Time and continuing for

not less than six (6) years from and after the Effective Date and with terms and conditions

that are no less favourable in the aggregate to the protection provided by the Current Insurance

and providing protection in respect of claims arising from facts or events that occurred

on or prior to the Effective Date (including in connection with this Agreement and the Transactions

or actions contemplated by this Agreement). The Parent shall cause the Company to maintain

such tail policies in effect without any reduction in scope or coverage for six (6) years

after the Effective Date; provided that, the cost of such “tail” coverage shall

not exceed 200% of the annual premium for the Current Insurance (the “Maximum Amount”);

provided, that if such insurance is not available or the aggregate premium exceeds

the Maximum Amount, then the Company shall obtain the best coverage available for a cost

not exceeding the Maximum Amount.

(b) From

and after the Effective Time, the Parent shall, and shall cause the Company and its Subsidiaries

to, honour all rights to indemnification or exculpation existing as of the date of this Agreement

in favour of present and former officers and directors of the Company and its Subsidiaries,

to the extent that they are: (i) included in the Company Constating Documents or the

articles and by-laws (or equivalent documents) of any of its Subsidiaries as of the date

of this Agreement; (ii) provided for by Law or (iii) disclosed in Section 5.09(b) of

the Disclosure Letter and made available to the Parent, and acknowledges that such rights

shall survive the Effective Time and shall continue in full force and effect in accordance

with their terms for a period of not less than six (6) years from the Effective Date.

Section 5.10 Tax

Matters

The Company covenants and agrees until the Effective

Date that it will, and will cause its Subsidiaries to: (i) duly and timely file with the appropriate Governmental Entity all Tax

Returns required to be filed by any of them, which shall be correct and complete in all material respects; (ii) reasonably consult

with the Parent with respect to the discretionary deductions to be claimed in respect of any such Tax Return where claiming such discretionary

deductions would otherwise give rise to a loss for Tax purposes; and (iii) pay, withhold, collect and remit to the appropriate Governmental

Entity in a timely fashion all amounts required to be so paid, withheld, collected or remitted. The Company shall, and shall cause its

Subsidiaries to, keep the Parent reasonably informed of any events, discussions, notices or changes with respect to any Tax or regulatory

audit or investigation or any other investigation by a Governmental Entity or Proceeding involving the Company or any of its Subsidiaries

(other than ordinary course communications which could not reasonably be expected to be material to the Company and the Subsidiaries

on a consolidated basis).

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Section 5.11 Stock

Exchange Delisting

Prior to the Effective Time, the Company shall

cooperate with the Parent and take, or cause to be taken, all actions, or cause to be done all things, reasonably necessary, proper or

advisable on its part under applicable Law and rules and policies of the TSXV to enable (i) the delisting by the Company of

the Company Shares from the TSXV; and (ii) the Company to cease to be a reporting issuer under applicable Canadian Securities Laws,

in each case as promptly as reasonably practicable after the consummation of all of the steps in the Plan of Arrangement.

Section 5.12 Bridge

Loan

(a) Within seven days following the execution

of this Agreement, the Parent will provide the Company a secured bridge loan (the “Bridge

Loan”) in the principal amount of US$500,000 to fund anticipated activities of

the Company between the date hereof and the Effective Date on the terms and conditions set

out in the documentation agreed upon by the Parties.

(b) The Company shall use the proceeds of

the Bridge Loan solely for the purposes contemplated by the documentation agreed upon by

the Parties and shall not, without the prior written consent of the Parent, incur, create,

assume or suffer to exist any Lien on any of its assets, or any indebtedness for borrowed

money, that ranks pari passu with or senior in right of payment or security to the

Bridge Loan.

Parent in writing upon becoming aware of the occurrence of any event or circumstance that

constitutes, or that with the giving of notice or the lapse of time (or both) would constitute,

a default under the Bridge Loan or the documentation evidencing or securing the Bridge Loan.

(d) The obligations of the Company to repay

the Bridge Loan in accordance with its terms are unconditional and shall not be affected,

impaired or discharged by any dispute, set-off, counterclaim or defence that the Company

may have or claim to have against the Parent in connection with this Agreement, except as

expressly set out in the documentation agreed upon by the Parties.

Section 5.13 Books

and Records

Prior to the consummation of the Transactions

as provided herein, the Company shall deliver to the Parent (1) the corporate minute books and records of the Company and its Subsidiaries,

which shall contain the minutes of all meetings and resolutions of their respective boards of directors and each committee thereof and

which have been maintained in accordance with applicable Laws, and (2) two (2) USB drives each containing true, complete and

correct copies of each document made available in the Data Room.

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Section 5.14 Warrants

As promptly as practicable following the date

of this Agreement, the Company shall take all actions and cause its Subsidiaries to take all actions to do, or cause to be done, to comply

with any requirements or obligations under the terms of the Company Warrants and the Company Options to effect the applicable provisions

of this Agreement, including delivering any executed waivers or consents reasonably requested by the Parent.

Section 5.15 Transferred

Personal Information

(a) Prior to the Effective Time, each of the

Parent and the Purchaser covenants and agrees to: (i) use and disclose the Transferred

Personal Information solely for purposes related to the transactions contemplated by this

Agreement, including for the purpose of determining whether to proceed with such transactions

and, if the determination is made to proceed with such transactions, to complete them, (ii) not

to disclose the Transferred Personal Information to any Person for any purpose other than

purposes related to the transactions contemplated by this Agreement, (iii) protect the

Transferred Personal Information by maintaining security safeguards appropriate to the sensitivity

of such information, and (iv) if the transactions contemplated by this Agreement do

not proceed or this Agreement is terminated in accordance with its terms, return the Transferred

Personal Information to the Company or any of its Subsidiaries, as applicable, or destroy

it, within a reasonable time period.

(b) Following the Effective Time, each of

the Parties covenants and agrees to: (i) use and disclose the Transferred Personal Information

under its control solely for the purposes for which the Transferred Personal Information

was collected, permitted to be used or disclosed before the Effective Time, (ii) protect

the Transferred Personal Information by security safeguards appropriate to the sensitivity

of such information, and (iii) give effect to any withdrawal of consent made in respect

of the Transferred Personal Information.

Article VI.

Additional Covenants Regarding Non-Solicitation

Section 6.01 Non-Solicitation

(a) From

the date of this Agreement until the earlier of the termination of this Agreement pursuant

to Article VIII and the Effective Time, except as expressly provided in this Article VI,

the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through

any Representative, Affiliate or otherwise, and shall not permit any such Person to:

(i) solicit,

assist, initiate, propose, encourage or otherwise knowingly facilitate (including by way

of furnishing or providing copies of, access to, or disclosure of, any confidential information,

properties, facilities, technology, books or records of the Company or any Subsidiary or

entering into any form of agreement, arrangement or understanding) any inquiry, proposal

or offer (whether public or otherwise) that constitutes or could reasonably be expected to

constitute or lead to, an Acquisition Proposal;

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(ii) enter

into, engage in, continue or otherwise participate in any discussions or negotiations with

any Person (other than the Parent, its Affiliates and their respective Representatives acting

in their capacity as such) regarding any inquiry, proposal or offer that constitutes or could

reasonably be expected to constitute or lead to, an Acquisition Proposal;

(iii) make

a Change in Recommendation;

(iv) accept,

approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend,

or take no position or remain neutral with respect to, any Acquisition Proposal (it being

understood that taking no position or a neutral position with respect to a publicly announced,

or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business

Days following such public announcement or public disclosure will not be considered to be

in violation of this Section 6.01); provided the Board has rejected such Acquisition

Proposal and affirmed the Board Recommendation before the end of such five Business Day period

(or in the event that the Company Meeting is scheduled to occur within such five Business

Day period, prior to the third Business Day prior to the date of the Company Meeting) and

provided further that the Board has rejected such Acquisition Proposal and affirmed

the Board Recommendation by press release before the end of such period; or

(v) accept

or enter into, or publicly propose to accept or enter into, any Contract (including any letter

of intent, term sheet, memorandum of understanding or arrangement or similar document with

any Person) with any Person in respect of an Acquisition Proposal (other than a confidentiality

and standstill agreement permitted by and in accordance with Section 6.03).

(b) The

Company shall, and shall cause its Subsidiaries and its and their respective Representatives

to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement,

discussion, negotiations or other activities commenced prior to the date of this Agreement

with any Person (other than the Parent, its Affiliates and their respective Representatives

acting in their capacity as such) with respect to any inquiry, proposal or offer that constitutes,

or could reasonably be expected to constitute or lead to, an Acquisition Proposal and, in

connection with such termination, the Company shall, and shall cause its Subsidiaries and

its and their respective Representatives to:

(i) immediately

discontinue access to, and disclosure of, all information regarding the Company and its Subsidiaries

(including any data room and any confidential information, properties, facilities, technology,

books and records of the Company or any of its Subsidiaries) that such Person may have access

to; and

(ii) promptly

and in any event within two (2) Business Days of the date hereof, request, exercise

all rights it has to require: (A) the return or destruction of all copies of any confidential

information regarding the Company or its Subsidiaries provided to any Person other than the

Parent, its Affiliates and their respective Representatives and (B) the destruction

of all material including or incorporating or otherwise reflecting such confidential information

regarding the Company or any of its Subsidiaries, in each case, to the extent that such information

has not previously been returned or destroyed and using its commercially reasonable efforts

to ensure that such requests are fully complied with in accordance with the terms of such

rights or entitlements.

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Company represents and warrants that since January 1, 2024, neither the Company nor

any of its Subsidiaries has waived, terminated or otherwise agreed not to enforce any confidentiality,

standstill or similar agreement or restriction to which the Company or any of its Subsidiaries

is a party, and covenants and agrees: (i) that the Company shall, and shall cause its

Subsidiaries to, take all necessary action to enforce each confidentiality, standstill, non-disclosure,

non-solicitation, or similar agreement or covenant to which the Company or any Subsidiary

is a party or to which it may hereafter become a party in accordance with Section 6.03,

and (ii) not to release, and cause its Subsidiaries not to release, any Person from,

or waive, amend, suspend or otherwise modify such Person’s obligations respecting the

Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure,

or similar agreement or covenant to which the Company or any Subsidiary is a party, without

the prior written consent of the Parent (which may be withheld or delayed in the Parent’s

sole and absolute discretion) (it being acknowledged by the Parent that the automatic termination

or release of any standstill restrictions of any such agreements as a result of entering

into and announcing this Agreement shall not be a violation of this Section 6.01(c))

Section 6.02 Notification

of Acquisition Proposals

If the Company or any of its Subsidiaries or

any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or could

reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential

information relating to the Company or any of its Subsidiaries (including information, access or disclosure relating to the properties,

facilities, technology, books or records of the Company or any Subsidiary), the Company shall: (a) promptly notify the Parent, at

first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or

request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry,

proposal, offer or request unredacted and copies of all documents, material and correspondence or other material received in respect

of, from or on behalf of such Person; and (b) keep the Parent fully informed of the status of all material developments and discussions

and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications

or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and (in any event within 24 hours) provide

to the Parent unredacted copies of all documents, material and correspondence or other material received in respect thereof, from or

on behalf of any such Person.

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Section 6.03 Responding

to an Acquisition Proposal

Notwithstanding Section 6.01, if, at any

time prior to obtaining the Required Securityholder Approval, the Company receives a bona fide unsolicited written Acquisition

Proposal that did not result from or involve a breach of Section 6.01, the Company may engage in or participate in discussions or

negotiations with the Person making such Acquisition Proposal and may provide copies of, access to, or disclosure of, confidential information,

properties, facilities, technology, books or records of the Company or any of its Subsidiaries, in each case, if and only if:

(a) the Board first determines (based upon,

among other things, the recommendation of the Special Committee) in good faith, after consultation

with its financial advisors and outside legal counsel, that (i) such Acquisition Proposal

constitutes or would reasonably be expected to constitute or lead to a Superior Proposal,

and (ii) taking such action would be necessary for the Board to properly discharge its

fiduciary duties under Law;

(b) such Person was not restricted from making

the Acquisition Proposal pursuant to an existing standstill or similar restriction with the

Company or any of its Subsidiaries;

be, in compliance with its obligations under this Article VI; and

(d) before providing any such copies, access

or disclosure, the Company (i) enters into a confidentiality and standstill agreement

with such Person that contains a customary standstill provision and that is otherwise on

terms that are no less favourable to the Company than those found in the Confidentiality

Agreement, (ii) provides the Parent with a true, complete, unredacted and final executed

copy of the confidentiality and standstill agreement referred to in the preceding clause

(i), and (iii) any such copies, access or disclosure to be provided to such Person shall

have already been (or shall concurrently be) provided to the Parent (by posting such information

to the Data Room or otherwise).

Section 6.04 Right

to Match

(a) If the Company receives an Acquisition

Proposal that constitutes a Superior Proposal prior to obtaining the Required Securityholder

Approval, the Board may subject to compliance with Article VIII (including Section 8.04),

authorize the Company to enter into a definitive agreement with respect to such Acquisition

Proposal or may make a Change in Recommendation, if and only if:

(i) such Acquisition Proposal did not result

from or involve breach by the Company of its obligations under Section 6.01, and the

Company has been and continues to be, in compliance with its obligations under this Article VI;

(ii) the Person making the Superior Proposal

was not restricted from making such Superior Proposal pursuant to an existing standstill

or similar restriction with the Company or any of its Subsidiaries;

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(iii) the Company has delivered to the Parent

a written notice of the determination of the Board (based upon, among other things, the recommendation

of the Special Committee) in good faith, after consultation with its financial advisors and

outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, and

of the intention of the Board to authorize the Company to enter into a definitive agreement

with respect to such Superior Proposal or make a Change in Recommendation, together with

a copy of the definitive agreement for the Superior Proposal, unredacted copies of all documents

and written or electronic communications relating to such Superior Proposal and notice as

to the value in financial terms that the Board has, in consultation with its financial advisors,

determined in good faith should be ascribed to any non-cash consideration offered under the

Superior Proposal, including all information and calculations to support such ascribed value

(a “Superior Proposal Notice”);

(iv) at least seven full Business Days (the

“Matching Period”) have elapsed from the date that is the later of the

date on which the Parent received the Superior Proposal Notice and the date on which the

Parent received the Superior Proposal Notice (including, for greater certainty, all of the

materials referred to in Section 6.04(a)(iii));

(v) during any Matching Period or such longer

period as the Company may approve in writing, the Parent has had the opportunity (but not

the obligation), in accordance with Section 6.04(b), to offer to amend this Agreement

and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vi) after the Matching Period, the Board

(based upon, among other things, the recommendation of the Special Committee) has determined,

in good faith, after consultation with the Company’s (A) financial advisors and

outside legal counsel, that such Acquisition Proposal continues to constitute a Superior

Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be

amended by the Parent under Section 6.04(b)), and (B) outside legal counsel, that

failing to make a Change in Recommendation or enter into a definitive agreement in respect

of such Superior Proposal would be necessary for the Board to properly discharge its fiduciary

duties under Law; and

(vii) prior to or concurrently with entering

into such definitive agreement, the Company terminates this Agreement pursuant to Section 8.02(a)(iii)(B) and

pays the Termination Fee and any amounts (including principal and accrued interest) outstanding

under the Bridge Loan in accordance with Section 8.04.

(b) During the Matching Period, or such longer

period as the Company may approve in writing for such purpose: (i) the Parent shall

have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement

in order for such Acquisition Proposal to cease to be a Superior Proposal and the Board shall,

in good faith and in consultation with the Company’s outside legal counsel and financial

advisors, review any offer made by the Parent to amend the terms of this Agreement and the

Arrangement in order to determine whether such proposal would, upon acceptance, result in

the Acquisition Proposal previously determined to constitute a Superior Proposal ceasing

to be a Superior Proposal; and (ii) the Company shall, and shall cause its Subsidiaries

and its and their respective Representatives to, negotiate in good faith with the Parent

to make such amendments to the terms of this Agreement and the Arrangement as would enable

the Parent to proceed with the transactions contemplated by this Agreement on such amended

terms (resulting in such Acquisition Proposal not being a Superior Proposal compared to the

proposed amendments to the terms of this Agreement and the Arrangement proposed by the Parent).

If, as a consequence of the foregoing, the Board (based upon, among other things, the recommendation

of the Special Committee), after consultation with its financial advisors and outside legal

counsel, determines that such Acquisition Proposal would cease to be a Superior Proposal,

the Company shall promptly so advise the Parent and the Parties shall amend this Agreement

to reflect such offer made by the Parent and shall take or cause to be taken all such actions

as are necessary to give effect to the foregoing.

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to any Acquisition Proposal that results in an increase in, or modification of, the consideration

(or value of such consideration) to be received by the Company Shareholders or other material

terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes

of this Section 6.04, and the Parent shall be afforded a new seven Business Day Matching

Period from the later of the date on which the Parent received the Superior Proposal Notice

(including, for greater certainty, all of the materials referred to in Section 6.04(a)(iii))

with respect to each new Superior Proposal.

(d) The Board shall promptly, and in any event

within five Business Days from the earlier of the Parent’s request to do so or the

Board’s determination that such Acquisition Proposal is not determined to be a Superior

Proposal, reaffirm the Board Recommendation by news release after any Acquisition Proposal

that the Board has determined not to be a Superior Proposal is publicly announced or publicly

disclosed, or the Board determines that a proposed amendment to the terms of this Agreement

and the Arrangement as contemplated under Section 6.04(b) would result in an Acquisition

Proposal no longer being a Superior Proposal. The Company shall provide the Parent and its

outside legal counsel with a reasonable opportunity to review the form and content of any

such news release and shall make all reasonable amendments to such news release as requested

by the Parent and its outside legal counsel.

(e) If the Company provides a Superior Proposal

Notice to the Parent on a date that is less than ten Business Days before the Company Meeting,

the Company shall either proceed with or shall, upon request from the Parent, postpone the

Company Meeting to a date that is not more than ten Business Days after the scheduled date

of the Company Meeting, but in any event to a date that is less than 15 Business Days prior

to the Outside Date.

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Section 6.05 Permitted

Disclosure

Notwithstanding anything to the contrary set

forth in this Agreement (including this Article VI), nothing shall prohibit the Board (or the Special Committee) from responding

to an Acquisition Proposal through a directors’ circular under Applicable Securities Laws to an Acquisition Proposal that it determines

is not a Superior Proposal; provided that, the Company shall provide the Parent and its outside legal counsel with a reasonable opportunity

to review the form and content of such disclosure and shall give reasonable consideration to any comments made by the Parent and its

outside legal counsel and provided further that, provided that, notwithstanding that the Board (or the Special Committee) shall be permitted

to make such disclosure, neither the Board nor the Special Committee shall not be permitted to make a Change in Recommendation, other

than as permitted by Section 6.04(a).

Section 6.06 Breach

by Subsidiaries and Representatives

Without limiting the generality of any other

provision of this Article VI: (a) the Company shall advise its Subsidiaries and its and their Representatives of the prohibitions

set out in this Article VI; (b) any violation of the restrictions set forth in Article VI by the Company, its Subsidiaries

or its or their Representatives will be deemed to be a breach of this Article VI by the Company; and (c) the Company shall

be responsible for any breach of this Article VI by its Subsidiaries and its and its Subsidiaries’ Representatives.

Section 6.07 Voting

and Support Agreement

The Company shall use commercially reasonable

efforts to obtain Voting and Support Agreements from certain Company Shareholders as mutually agreed upon by the Parties as soon as practicable

following the date hereof.

Article VII.

Conditions

Section 7.01 Mutual

Conditions

The Parties are not required to complete the

Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived,

in whole or in part, by the mutual consent of each of the Parties:

(a) the

Required Securityholder Approval shall have been obtained at the Company Meeting in accordance

with the Interim Order;

(b) the

Interim Order and the Final Order shall each have been obtained on terms consistent with

this Agreement, and shall not have been set aside or modified in a manner unacceptable to

either the Company or the Parent, each acting reasonably, on appeal or otherwise;

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Law shall have been enacted, issued, promulgated, enforced, made, entered, issued or applied

and no Proceeding will otherwise have been taken under any Laws or by any Governmental Entity

(whether temporary, preliminary or permanent) that makes the consummation of the Arrangement

illegal or otherwise directly or indirectly cease trades, restrains, prohibits or enjoins

the Company or the Parent from consummating the Arrangement;

(d) the

TSXV shall have accepted notice of the Arrangement; and

(e) each

of the Key Regulatory Approvals has been made, given or obtained, and each such Key Regulatory

Approvals is in force and effect and has not been rescinded or amended in such a way as to

prevent or otherwise make illegal the completion of the Arrangement.

Section 7.02 Additional

Conditions to the Obligations of the Parent and the Purchaser

The Parent and the Purchaser are not required

to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the

Parent and the Purchaser and may only be waived, in whole or in part, by the Parent in its sole discretion:

(a) the representations and warranties made

by the Company set forth in:

(i) Section 3.01(a) [Organization

and Qualification], Section 3.01(c) [Corporate Authorization], Section 3.01(d) [Execution

and Binding Obligation], Section 3.01(e) [Governmental Authorization],

Section 3.01(f)(i) [Non-Contravention], Section 3.01(j) [Securities

Laws Matters], Section 3.01(k) [Financial Statements], Section 3.01(p) [Absence

of Certain Changes or Events] Section 3.01(s) [Authorizations], Section 3.01(gg)

[Brokers], Section 3.01(hh) [Fairness Opinion] and Section 3.01(nn)

[Transaction Expenses] shall be true and correct in all respects as of the date of

this Agreement and as of the Effective Time, as if made at and as of such time (except for

representations and warranties made as of a specified date, the accuracy of which shall be

determined as of such specified date);

(ii) Section 3.01(g) [Capitalization]

and Section 3.01(i) [Subsidiaries] shall be true and correct in all respects

(other than de minimis inaccuracies) as of the date of this Agreement and as of the

Effective Time, as if made at and as of such time (except for representations and warranties

made as of a specified date, the accuracy of which shall be determined as of such specified

date); and

(iii) this Agreement (including Section 3.01),

other than those to which clause (i) or (ii) above applies, shall be true and correct

in all respects as of the date of this Agreement and as of the Effective Time, as if made

at and as of the Effective Time (except for representations and warranties made as of a specified

date, the accuracy of which shall be determined as of such specified date), except to the

extent that the failure or failures of such representations and warranties to be so true

and correct, individually or in the aggregate, has not had or would not reasonably be expected

to have a Material Adverse Effect (and, for this purpose, any reference to “material”,

“Material Adverse Effect” or other concepts of materiality in such representations

and warranties shall be ignored, other than in respect of the usage of (x) the term

“Material Contract” and (y) the word “material” in clause (ii) of

Section 3.01(k));

- 85 -

(b) the Company shall have fulfilled or complied,

in all material respects, with each of the covenants of the Company contained in this Agreement

to be fulfilled or complied with by it on or before the Effective Time;

Effective Date, there shall not have occurred, or have been disclosed to the public (if previously

undisclosed to the public), any Material Adverse Effect;

(d) the Company shall have (i) obtained

in writing, and shall have delivered to the Parent, all of the consents as mutually agreed

between the Parties (collectively, the “Required Consents”) and such Required

Consents shall be (A) in force and effect, unamended and (B) in form and substance

satisfactory to the Parent (acting reasonably); and (ii) delivered of the notices as

mutually agreed upon between the Parties (collectively, the “Required Notices”)

in accordance with the applicable notice provisions in the Contract(s) to which such

Required Notices relate and the Company shall not have received any notice from (or on behalf

of) any Party to such Contract(s) that such Party is cancelling, terminating or otherwise

materially adversely modifying its relationship with the Company or any of its Subsidiaries;

(e) the aggregate number of Company Shares

in respect of which Dissent Rights have been validly exercised and not withdrawn shall not

exceed 5% of the issued and outstanding Company Shares as of the Effective Date;

(f) the Company shall have delivered a certificate

executed by two senior officers of the Company (in each case, without personal liability)

addressed to the Parent and the Purchaser and dated as of the Effective Date, certifying

that the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and

Section 7.02(e) have been satisfied; and

(g) the

Parent and Sai Huda and any other Company employees as reasonably requested by the Parent

as soon as practicable following the date hereof shall have executed the employment agreement(s) effective

as of the Effective Time in form and substance mutually agreed upon between the Parent and

the applicable employee, each acting reasonably and in good faith.

(h) the Company shall have performed and complied

with the conditions and obligations set forth in Schedule 7.02(h) of the Disclosure

Letter.

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Section 7.03 Additional

Conditions to the Obligations of the Company

The Company is not required to complete the Arrangement

unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived,

in whole or in part, by the Company in its sole discretion:

(a) the

representations and warranties made by the Parent and the Purchaser set forth in this Agreement

(including Section 4.01) shall be true and correct in all material respects as of the

date of this Agreement and as of the Effective Time, as if made at and as of such time (except

for representations and warranties made as of a specified date, the accuracy of which shall

be determined as of such date), except to the extent that the failure or failures of such

representations and warranties to be so true and correct, individually or in the aggregate,

would not be reasonably expected to materially impede the completion of the Arrangement;

(b) the

Parent and the Purchaser shall have fulfilled or complied in all material respects with their

respective covenants contained in this Agreement to be fulfilled or complied with by it on

or before the Effective Time;

Purchaser shall have complied with its obligations under Section 2.09 and the Depositary

shall have confirmed receipt of aggregate Consideration; and

(d) the

Parent and the Purchaser shall have delivered a certificate executed by two senior officers

of the Parent and the Purchaser (in each case, without personal liability) addressed to the

Company and dated as of the Effective Date, certifying that the conditions set forth in Section 7.03(a),

Section 7.03(b) and Section 7.03(c) have been satisfied.

Section 7.04 Satisfaction

of Conditions

The conditions precedent set out in Section 7.01,

Section 7.02 and Section 7.03 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary,

all funds held in escrow by the Depositary pursuant to Section 2.09 shall be released from escrow, without any further act or formality

required on the part of any Person, at the Effective Time.

Article VIII.

Term and Termination

Section 8.01 Term

This Agreement shall be effective from the date

hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

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Section 8.02 Termination

(a) This

Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective

Time (notwithstanding the approval of the Arrangement Resolution by the Company Shareholders

in accordance with the Interim Order or receipt of the Final Order) prior to the Effective

Time by:

(i) the

mutual written agreement of the Company and the Parent;

(ii) either

the Company or the Parent if:

(A) the

Required Securityholder Approval is not obtained at the Company Meeting in accordance with

the Interim Order; provided that, a Party may not terminate this Agreement pursuant to this

Section 8.02(a)(ii)(A) if the failure to obtain the Required Securityholder Approval

has been caused by, or is a result of, a breach by such Party of any of its representations

or warranties or the failure of such Party to perform any of its covenants or agreements

under this Agreement;

(B) after

the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable,

that makes the consummation of the Arrangement illegal or otherwise permanently prohibits

or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement and

such Law has, if appealable, become final and non-appealable; provided that a Party

may not terminate this Agreement pursuant to this Section 8.02(a)(ii)(B) if the

enactment, making, enforcement or amendment of such Law has been caused by, or is a result

of, a breach by such Party of any of its representations or warranties or the failure of

such Party to perform any of its covenants or agreements under this Agreement and provided

further that if such Law is an Order, injunction, judgment, decree or ruling, the Party

seeking to terminate this Agreement pursuant to this Section 8.02(a)(ii)(B) has

used its commercially reasonable efforts to, as applicable, prevent, appeal or overturn such

Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

Effective Time does not occur on or prior to the Outside Date; provided that, a Party may

not terminate this Agreement pursuant to this Section 8.02(a)(ii)(C) if the failure

of the Effective Time to so occur has been caused by, or is a result of, a breach by such

Party of any of its representations or warranties or the failure of such Party to perform

any of its covenants or agreements under this Agreement.

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(iii) the

Company if:

(A) a

breach of any representation or warranty or failure to perform any covenant or agreement

on the part of the Parent or the Purchaser under this Agreement occurs that would cause any

condition in Section 7.03(a) [Parent and Purchaser Representations and Warranties]

or Section 7.03(b) [Performance of Parent and Purchaser Covenants] not to

be satisfied and such breach or failure is incapable of being cured on or prior to the Outside

Date or is not cured in accordance with the terms of Section 5.08; provided that, the

Company is not then in breach of this Agreement so as to directly or indirectly cause any

condition in Section 7.02(a) [Company Representations and Warranties] or

Section 7.02(b) [Performance of Company Covenants] not to be satisfied;

(B) prior

to obtaining the Required Securityholder Approval, the Board authorizes the Company to enter

into a definitive written agreement (other than a confidentiality agreement permitted by

and in accordance with Section 6.03(d)) with respect to a Superior Proposal in accordance

with Section 6.04(a); provided that the Company is then in compliance in all material

respects with Article VI and that prior to or concurrent with such termination the Company

pays the Termination Fee and any amounts (including principal and accrued interest) outstanding

under the Bridge Loan in accordance with Section 8.04.

(iv) the

Parent if:

(A) a

breach of any representation or warranty or failure to perform any covenant or agreement

on the part of the Company under this Agreement occurs that would cause any condition in

Section 7.02(a) [Company Representations and Warranties] or Section 7.02(b) [Performance

of Company Covenants] not to be satisfied and such breach or failure is incapable of

being cured on or prior to the Outside Date or is not cured in accordance with the terms

of Section 5.08; provided that neither the Parent nor the Purchaser is not then in breach

of this Agreement so as to directly or indirectly cause any of the conditions in Section 7.03(a) [Parent

and Purchaser Representations and Warranties] or Section 7.03(b) [Performance

of Parent and Purchaser Covenants] not to be satisfied;

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(B) prior

to obtaining the Required Securityholder Approval: (i) the Board (or any committee thereof)

fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes

or states an intention to withdraw, amend, modify or qualify, in a manner adverse to the

Parent, the Board Recommendation; (ii) the Board (or any committee thereof) accepts,

approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend

an Acquisition Proposal or takes no position or remains neutral with respect to a publicly

announced, or otherwise publicly disclosed, Acquisition Proposal (it being understood that

publicly taking no position or a neutral position with respect to a publicly announced, or

otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business

Days (or beyond the third Business Day prior to the date of the Company Meeting, if sooner)

will not be considered to be an acceptance, approval, endorsement or recommendation of such

Acquisition Proposal, provided the Board has rejected such Acquisition Proposal and affirmed

the Board Recommendation before the end of such five Business Day period or three Business

Day period, as applicable); (iii) the Company fails to include the Board Recommendation

in the Company Circular; (iv) the Board (or any committee thereof) accepts, approves,

endorses, recommends or authorizes the Company or any of its Subsidiaries to execute or enter

into, or publicly proposes to accept, approve, endorse, recommend or authorize the Company

or any of its Subsidiaries to execute or enter into, any Acquisition Proposal or any agreement,

arrangement or understanding in respect of an Acquisition Proposal (other than a confidentiality

agreement permitted by and in accordance with Section 6.03(d)); (v) the Board or

the Special Committee fails to publicly recommend or reaffirm (without qualification) by

news release the Board Recommendation within three Business Days after having been requested

in writing by the Parent to do so (or in the event that the Company Meeting is scheduled

to occur within such three Business Day period, prior to the Business Day prior to the date

of the Company Meeting); (vi) the Company, any of its Subsidiaries, the Board (or any

committee thereof) resolves, proposes or states an intention to take any of the actions set

forth in paragraphs (i), (ii), (iii), (iv) or (v) above (in each of the cases set

forth in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this Section 8.02(a)(iv)(B),

a “Change in Recommendation”); or (vii) the Company willfully breaches,

or breaches in any material respect, Article VI; or

the date of this Agreement, there has occurred a Material Adverse Effect.

(b) The

Party desiring to terminate this Agreement pursuant to this Section 8.02 (other than

pursuant to Section 8.02(a)(i)) shall deliver written notice of such termination to

the other Party, specifying in reasonable detail the basis for such Party’s exercise

of its termination right.

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Section 8.03 Effect

of Termination/Survival

If this Agreement is terminated pursuant to Section 8.01

or Section 8.02, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder,

Representative or consultant of such Party) except that: (a) in the event of any termination under Section 8.01 as a result

of the occurrence of the Effective Time, Section 2.10, Section 5.09, this Section 8.03, Article IX and Article X

(and any related definitions contained in any such Sections or Article) shall survive such termination; and (b) in the event of

any termination under Section 8.02, Section 5.05, this Section 8.03, Section 8.04, Article IX and Article X

(and any related definitions contained in any such Sections or Article) shall survive such termination. Notwithstanding anything in this

Agreement to the contrary, no Party shall be relieved of any liability for any Willful Breach by it of this Agreement.

Section 8.04 Termination

Fee

(a) Notwithstanding any other provision in

this Agreement relating to the payment of fees and expenses (including Section 9.01),

if a Termination Fee Event occurs, the Company shall pay the Termination Fee (and, if applicable,

any amounts (including principal and accrued interest) outstanding under the Bridge Loan)

to the Parent (or as the Parent may direct by notice in writing) by wire transfer of immediately

available funds in accordance with Section 8.04(c).

(b) For purposes of this Agreement, “Termination

Fee” means US$4,016,250 and “Termination Fee Event” means the

termination of this Agreement:

(i) by the Parent pursuant to Section 8.02(a)(iv)(B) [Change

in Recommendation or Breach of Non-Solicitation Covenants];

(ii) by the Company pursuant to Section 8.02(a)(iii)(B) [Superior

Proposal];

(iii) by the Company or the Parent pursuant

to Section 8.02(a)(ii)(A) [Failure to Obtain Required Securityholder Approval]

if, at the time of such termination, the Parent could have terminated this Agreement pursuant

to Section 8.02(a)(iv)(B) [Change in Recommendation or Breach of Non-Solicitation

Covenants]; or

(iv) by the Company or the Parent pursuant to

Section 8.02(a)(ii)(A) [Failure to Obtain Required Securityholder Approval]

or Section 8.02(a)(ii)(C) [Occurrence of Outside Date], or by the Parent

pursuant to Section 8.02(a)(iv)(A) [Breach of Company Representation, Warranty

or Covenant], in each case, if:

(A) prior to such termination, an Acquisition

Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other

than the Parent or any of its Affiliates) or any Person (other than the Parent or any of

its Affiliates) shall have publicly announced an intention to make an Acquisition Proposal;

and

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(B) within 12 months following the date of

such termination (1) an Acquisition Proposal (whether or not such Acquisition Proposal

is the same Acquisition Proposal referred to in paragraph (A) above) is consummated

or effected, or (2) the Company or any of its Subsidiaries enters into any Contract

in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same

Acquisition Proposal referred to in paragraph (A) above) and such Acquisition Proposal

is later consummated or effected (whether or not such Acquisition Proposal is later consummated

or effected within 12 months following the date of such termination).

For purposes of this Section 8.04(b)(iv),

the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.01, except that references

to “20% or more” shall be deemed to be references to “50% or more”.

referred to in Section 8.04(b)(i) or Section 8.04(b)(iii), the Termination

Fee shall be paid by the Company within two Business Days of the occurrence of such Termination

Fee Event. In the case of a Termination Fee Event referred to in Section 8.04(b)(ii),

the Termination Fee and any amounts (including principal and accrued interest) outstanding

under the Bridge Loan shall be paid by the Company prior to or concurrently with such Termination

Fee Event. In the case of a Termination Fee Event referred to in Section 8.04(b)(iv),

the Termination Fee shall be paid by the Company prior to or concurrently with the earliest

consummation of an Acquisition Proposal referred to in Section 8.04(b)(iv)(B)(1) or

Section 8.04(b)(iv)(B)(2).

(d) Each of the Parties acknowledges that

the agreements contained in this Section 8.04 are an integral part of the transactions

contemplated in this Agreement and that, without those agreements, the Parties would not

enter into this Agreement. Each Party acknowledges that all of the payment amounts set out

in this Section 8.04 are payments in consideration for the disposition of rights of

the Party entitled to receive such payments, and that the amounts set out in this Section 8.04

are payments of liquidated damages which are a genuine pre-estimate of the damages, which

the Party entitled to such damages will suffer or incur as a result of the event giving rise

to such payment and the resultant termination of this Agreement and are not penalties. Each

Party irrevocably waives any right it may have to raise as a defence that any such liquidated

damages are excessive or punitive. For greater certainty, each Party agrees that, upon any

termination of this Agreement under circumstances where the Parent is entitled to the Termination

Fee and the Termination Fee is paid in full, such payment shall be the sole and exclusive

remedy of the Parent in respect of the event giving rise to such payment and the Parent shall

be precluded from any other remedy against the Company at Law or in equity or otherwise (including

damages, injunctive relief or an order for specific performance), and shall not seek to obtain

any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive

damages, against the Company or any of its Subsidiaries or any of their respective Representatives

in connection with this Agreement or the transactions contemplated hereby; provided, however,

that the foregoing limitations shall not apply in the event of Willful Breach by the Company

of any of its obligations under this Agreement.

(e) For the avoidance of doubt, in no event

shall the Company be obligated to pay the Termination Fee on more than one occasion.

- 92 -

Article IX.

Expenses

Section 9.01 Expenses

(a) Except as otherwise expressly provided

in this Agreement, the Parties agree that all out-of-pocket fees and expenses of the Parties

relating to this Agreement or the Transactions, including legal fees, accounting fees, financial

advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors,

and printing and mailing costs, shall be paid by the Party incurring such expenses, whether

or not the Arrangement is consummated.

(b) If this Agreement is terminated by the

Parent pursuant to Section 8.02(a)(iv)(A) [Breach of Representation or Warranty

or Failure to Perform Covenants by the Company], or by either the Company or the Parent

pursuant to Section 8.02(a)(ii)(A) [Failure to Obtain Required Securityholder

Approval], then the Company shall, within two Business Days of such termination, pay

or cause to be paid to the Parent (or as the Parent may direct by notice in writing), by

wire transfer of immediately available funds to an account designated by the Parent, an expense

reimbursement fee reimbursing the Parent and its Affiliates for all reasonable third party

expenses incurred in connection with their consideration of the Arrangement and the negotiation

of this Agreement, up to an amount equal to US$1,000,000.

Article X.

General Provisions

Section 10.01 Amendments

This Agreement and the Plan of Arrangement may,

at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended

by mutual written agreement of the Parties, without further notice to or authorization on the part of the Company Shareholders, Company

Warrantholders or Company Optionholders, and any such amendment may, subject to the Interim Order and the Final Order and Laws, without

limitation:

(a) change

the time for performance of any of the obligations or acts of the Parties;

(b) waive

any inaccuracy or modify any representation or warranty contained in this Agreement or in

any document delivered pursuant to this Agreement;

compliance with or modify any of the covenants contained in this Agreement and waive or modify

performance of any of the obligations of the Parties; or

(d) waive

compliance with or modify any mutual conditions contained in this Agreement.

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Section 10.02 Notices

Any notice or other communication given regarding

the matters contemplated by this Agreement will be sufficient if in writing and (i) hand delivered, (ii) sent by certified

or registered mail, (iii) sent by express courier or (iv) sent by email, and addressed as follows:

(a) If to the Company:

CyberCatch

Holdings, Inc.

4445

Eastgate Mall, Suite 200, San Diego, CA 92121

Attention:

Sai Huda

Email:

[***]

with

a copy (which shall not constitute notice) to:

McMillan

LLP

1500-1055

West Georgia Street,

Vancouver,

British Columbia, Canada

V6E 4N7

Attention:

Desmond Balakrishnan

Email:

desmond.balakrishnan@mcmillan.ca

(b) If to the Parent or the Purchaser:

Datavault

AI Inc.

One

Commerce Square

2005

Market Street, Suite 2400

Philadelphia,

PA 19103

Attention:

Brett Moyer; Constantine Potamianos

Email:

[***]; [***]

with

a copy (which shall not constitute notice) to:

Paul

Hastings LLP

1117

S. California Avenue

Palo

Alto, CA, United States

94304

Attention:

Jeff Hartlin; Andrew Goodman

Email:

jeffhartlin@paulhastings.com;

andrewgoodman@paulhastings.com

and:

Davies

Ward Phillips & Vineberg LLP

155

Wellington Street West

Toronto,

M5V 3J7

Attention:

Brian Kujavsky; John Aziz

Email:

bkujavsky@dwpv.com; JAziz@dwpv.com

Attention:

Brian Kujavsky; John Aziz

Email:

bkujavsky@dwpv.com; JAziz@dwpv.com

- 94 -

Any notice or other communication is deemed to

be given and received on the day on which it was delivered or, in the case of notices or other communications transmitted by email, transmitted

(or if such day is not a Business Day or if such notice or communication was delivered or transmitted after 5:00 p.m. (local

time in the place of receipt) on the next following Business Day); provided that, if sent by email, no automatic “bounce back”

or similar automatic message of non-delivery is received with respect thereto.

Section 10.03 Time

of the Essence

Time is of the essence in this Agreement.

Section 10.04 Further

Assurances

Subject to the provisions of this Agreement,

the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the

other Party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect

the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the

transactions or events set out in the Plan of Arrangement.

Section 10.05 Injunctive

Relief

The Parties agree that irreparable harm would

occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not

performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled

to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce compliance with

the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any

such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or

in equity. Subject to Section 8.04(d), such remedies will not be the exclusive remedies for any breach of this Agreement but will

be in addition to all other remedies available at Law or equity to each of the Parties. The Parties acknowledge and agree that the right

of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties

would have entered into this Agreement

Section 10.06 Third-Party

Beneficiaries

(a) Except

as provided in Section 5.06(d), Section 5.09 and Section 10.12, and which,

without limiting its terms, is intended as a stipulation for the benefit of third Persons

mentioned in such provision (such third Persons referred to in this Section 10.05 as

the “Third-Party Beneficiaries”), the Parties intend that this Agreement

will not benefit or create any right or cause of action in favour of any Person, other than

the Parties and that no Person, other than the Parties, shall be entitled to rely on the

provisions of this Agreement in any Proceeding.

- 95 -

(b) Despite

the foregoing, the Parties acknowledge to each of the Third-Party Beneficiaries their direct

rights against the applicable Party under Section 5.06(d), Section 5.09 and Section 10.12,

which are intended for the benefit of, and shall be enforceable by, each Third-Party Beneficiary,

his or her heirs and his or her legal representatives and, for such purpose, the Company

confirms that it is acting as agent on behalf of the Third-Party Beneficiaries and agrees

to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind

the rights at any time and in any way whatsoever, if any, granted by or under this Agreement

to any Person who is not a Party, without notice to or consent of that Person, including

any Third-Party Beneficiaries.

Section 10.07 Waiver

No waiver of any of the provisions of this Agreement

will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the

Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a

waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that

right or the exercise of any other right.

Section 10.08 Entire

Agreement

This Agreement, together with the Disclosure

Letter and the Confidentiality Agreement, constitute the entire agreement between the Parties with respect to the Transactions and supersedes

all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations,

warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in

connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied

and are not relying on any other information, discussion or understanding in entering into and completing the Transactions. The Parties

acknowledge and agree that the binding letter of intent dated April 29, 2026 between the Company and the Parent was terminated upon

the execution and delivery of this Agreement and is no longer of any force or effect.

Section 10.09 Successors

and Assigns

This Agreement becomes effective only when executed

by the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and

permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by

any Party without the prior written consent of the other Party, except that the Parent or the Purchaser may assign all or any

portion of its rights and obligations under this Agreement without the consent of the Company (A) to any of its direct or indirect

wholly owned Subsidiaries; provided that (a) such assignment does not delay the consummation of the Transactions, (b) such

assignment shall not release the assignor of any of its obligations or liabilities hereunder and (c) the assignee shall remain jointly

and severally liable with the assignor hereunder; (B) from and after the Effective Time, to its lenders providing financing to the

Parent or the Purchaser for collateral security purposes; or (C) from and after the Effective Time, to any Person that acquires

all or substantially all of the assets or outstanding voting securities of the Parent or the Purchaser.

- 96 -

Section 10.10 Severability

If any provision of this Agreement is determined

to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and

the remaining provisions shall remain in full force and effect. Upon such determination that any provision is illegal, invalid or unenforceable,

the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible

in an acceptable manner to the end that the Transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 10.11 Governing

Law; Submission to Jurisdiction

This Agreement shall be governed by and construed

in accordance with the Laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to

the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the Province of British Columbia;

provided that, all matters relating to the internal corporate affairs of the Parent shall be governed by the General Corporation Law

of the State of Delaware and applicable U.S. federal securities Laws. Each Party irrevocably attorns and submits to the exclusive jurisdiction

of the courts of the Province of British Columbia and waives objection to the venue of any Proceeding in such court or that such court

provides an inconvenient forum. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in

the courts described above in the Province of British Columbia, other than actions in any court of competent jurisdiction to enforce

any judgment, decree or award rendered by any such court in the Province of British Columbia as described herein. Each of the Parties

further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument

that such service is insufficient.

Section 10.12 Rules of

Construction

The Parties to this Agreement waive the application

of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the

party drafting such agreement or other document.

Section 10.13 No

Liability

No director or officer of the Parent, the Purchaser

or any of their respective Affiliates shall have any personal liability whatsoever to the Company under this Agreement or any other document

delivered in connection with the Transactions contemplated hereby on behalf of the Parent or the Purchaser. No director or officer of

the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Parent or the Purchaser under this Agreement

or any other document delivered in connection with the Transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

- 97 -

Section 10.14 Counterparts

This Agreement may be executed in any number

of counterparts (including counterparts by email, electronic or digital signature, .pdf, .tif, .gif, .jpg or similar attachment to email

or by electronic signature service (any such delivery, an “Electronic Delivery”))) and all such counterparts taken

together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed

PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective

to create a valid and binding agreement between the Parties. No Party hereto may raise the use of an Electronic Delivery to deliver a

signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic

Delivery, as a defense to the formation of a Contract, and each party hereto forever waives any such defense, except to the extent such

defense relates to lack of authenticity.

[Signature

page follows]

IN WITNESS WHEREOF,

the Parties have executed this Arrangement Agreement as of the date first written above.

CYBERCATCH

HOLDINGS, INC.

Per:

/s/

Sai Huda

Name:

Sai Huda

Title:

Chief Executive Officer

datavault

ai inc.

Per:

/s/

Nathaniel T. Bradley

Name:

Nathaniel T. Bradley

Title:

Chief Executive Officer

1602628

B.C. LTd.

Per:

/s/

Stanley Mbugua

Name:

Stanley Mbugua

Title:

Vice President, Finance and Chief Accounting Officer

Schedule A

Plan of Arrangement

(attached)

PLAN OF ARRANGEMENT

UNDER SECTION 288

OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1

definitions and INTERPRETATION

1.1

Definitions. Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined

shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical

variations of such terms shall have corresponding meanings):

(a) “Arrangement” means an arrangement under Section 288 of the BCBCA, on the terms set

forth in this Plan of Arrangement, subject to any amendment or variations hereto made in accordance with the Arrangement Agreement and

this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the

Parent, each acting reasonably;

(b) “Arrangement Agreement” means the Arrangement Agreement dated as of August 17, 2026,

among the Parent, the Purchaser and the Company, as the same may be amended, amended and restated or supplemented from time to time;

to be considered at the Company Meeting substantially in the form set out in Schedule B to the Arrangement Agreement;

(d) “BCBCA” means the Business Corporations Act (British Columbia), and the regulations

made thereunder, as now in effect and as such act and regulations may be promulgated or amended from time to time;

(e) “Book-Entry Shares” has the meaning specified in Section 4.1(a);

(f) “Business Day” means any day, other than a Saturday, a Sunday or a day on which major

banks are closed for business in the City of Vancouver, British Columbia or the City of San Diego, California;

(g) “CDS” means the Canadian Depository for Securities;

(h) “Certificates” has the meaning specified in Section 4.1(a);

(i) “Company” means CyberCatch Holdings, Inc., a company existing under the laws of the

Province of British Columbia;

(j) “Company Meeting” means the annual general and special meeting of Company Shareholders,

Company Warrantholders and Company Optionholders, including any adjournment or postponement thereof in accordance with the terms of the

Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other

purpose as may be set forth in the Company Circular and agreed to in writing by the Parent, acting reasonably;

(k) “Company Option Plan” means the Company’s share option plan dated for reference

April 12, 2023 (and all amendments, restatements and modifications thereto);

(l) “Company Options” means the outstanding options (whether vested or unvested) to purchase Company Shares issued

pursuant to the Company Option Plan;

(m) “Company Securities” means, collectively, the Company Shares, the Company Options,

and the Company Warrants;

(n) “Company Securityholders” means, collectively, the holders of Company Securities at

the Effective Time;

(o) “Company Shareholders” means the holders of Company Shares at the Effective Time;

(p) “Company Shares” means the common shares of the Company;

(q) “Company Warrants” means the outstanding common share purchase warrants of the Company;

(r) “Consideration” means the consideration to be received by the Company Shareholders

(other than the Dissenting Shareholders) pursuant to this Plan of Arrangement for each Company Share that is issued and outstanding immediately

prior to the Effective Time, consisting of the Consideration Amount, subject to adjustment in accordance with Section 2.11 of the Arrangement

Agreement;

(s) “Consideration Amount” means US$[•];

(t) “Court” means the Supreme Court of British Columbia, or other court as applicable;

(u) “Depositary” means such Person as the Parent may appoint, subject to the prior written

approval of the Company (not to be unreasonably withheld, conditioned or delayed) to act as depositary in relation to the Arrangement;

(v) “Dissent Procedures” has the meaning set out in Section 3.1;

(w) “Dissent Rights” has the meaning set out in Section 3.1;

(x) “Dissenting Shareholder” means a registered Company Shareholder who dissents in respect

of the Arrangement in strict compliance with the Dissent Procedures;

(y) “DTC” means the Depository Trust Company;

(z) “Effective Date” means the date on which the Arrangement becomes effective;

(aa) “Effective Time” means 8:01 a.m. (Vancouver time) on the Effective Date or such other

time as the Company and the Parent agree in writing before the Effective Date;

(bb) “Final Order” means the final order of the Court, in a form acceptable to the Parties,

each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties,

acting reasonably) at any time prior to the Effective Date or as such order may be affirmed or amended on appeal (provided, that any such

amendment is satisfactory to each of the Parties, acting reasonably);

(cc) “holder” means, when used with reference to any Company Shareholder, the holder of

such Company Shares as shown from time to time on the register of shareholders maintained by or on behalf of the Company in respect of

the Company Shares;

(dd) “Interim Order” means the interim order of the Court contemplated by Section 2.02 of

the Arrangement Agreement and made pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Parent, each acting

reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended by the Court

or with the consent of the Parent and the Company, such consent not to be unreasonably withheld, conditioned or delayed;

(ee) “ITA” means the Income Tax Act (Canada);

(ff) “Letter of Transmittal” has the meaning specified in Section 4.1(a);

(gg) “Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim,

assignment, statutory or deemed trust, lien (statutory or otherwise), or restriction or adverse right or claim, or other third-party interest

or encumbrance of any kind, in each case, whether contingent or absolute;

(hh) “Party” and “Parties” means, as applicable, the Parent, the Purchaser,

and the Company;

(ii) “Person” means an individual, corporation, partnership (including a general partnership,

limited partnership, or limited liability partnership), limited or unlimited liability company, association, trust or other entity or

organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof;

(jj) “Plan of Arrangement” means this plan of arrangement and any amendment or variation

hereto made in accordance with Article 5 hereto or the Arrangement Agreement or upon the direction of the Court in the Final Order

with the prior written consent of the Company and the Parent, each acting reasonably;

(kk) “Parent” means Datavault AI Inc., a Delaware corporation; and

(ll) “Purchaser” means 1602628 B.C. Ltd., a company existing under the laws of the Province

of British Columbia and a wholly-owned subsidiary of the Parent.

1.2

Interpretation Not Affected by Headings, etc. The division of this Plan of Arrangement into sections and other portions

and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless

otherwise indicated, all references in this Plan of Arrangement to a “Section” followed by a number and/or a letter refer

to the specified section of this Plan of Arrangement. Unless otherwise indicated, the terms “this Plan of Arrangement”, “hereof”,

“herein”, “hereunder” and “hereby” and similar expressions refer to this Plan of Arrangement as amended

or supplemented from time to time pursuant to the applicable provisions hereof, and not to any particular section or other portion hereof.

1.3

Currency. All references to dollars or to $ are references to Canadian dollars unless stated as U.S. dollars, and

all references to U.S. dollars shall be denoted as “US$”. In the event that any amounts are required to be converted from

a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of The

Bank of Canada available before the relevant calculation date.

1.4

Number, etc. Unless the context otherwise requires, words importing the singular shall include the plural and vice

versa and words importing any gender shall include all genders.

1.5

Construction. In this Plan of Arrangement unless otherwise indicated:

(a) the words “include”, “including” or “in particular”, when following

any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth

or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could

reasonably fall within the broadest possible scope of the general term or statement;

(b) a reference to a statute means that statute, as amended and in effect as of the date of this Plan of Arrangement,

and includes each and every regulation and rule made thereunder and in effect as of the date hereof; and

meaning.

1.6

Time. Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or

in any Letter of Transmittal contemplated herein are local time Vancouver, British Columbia unless otherwise stipulated herein or therein.

Article 2

ARRANGEMENT

2.1

Arrangement Agreement. This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a

part of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the

order set forth herein.

2.2

Binding Effect. This Plan of Arrangement shall become effective at, and be binding at and immediately after, the

Effective Time on: (a) the Company; (b) the Company Securityholders (including Dissenting Shareholders); (c) the Parent; (d) the Purchaser;

and (e) the Depositary.

2.3

Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur sequentially,

in two-minute intervals (except where otherwise indicated), in the following order and without any further authorization, act or formality

unless stated otherwise:

(a) each Company Share held by a Dissenting Shareholder in respect of which the Company Shareholder has validly

exercised his, her or its Dissent Rights shall be transferred and assigned by such Dissenting Shareholder, without any further act or

formality on his, her or its part, to the Company (free and clear of any Liens) in accordance with, and for the consideration set forth

in, Section 3.1, and with respect to each Company Share so transferred and assigned:

(i) such Dissenting Shareholder shall cease to be the registered holder of such Company Share and the name

of such Dissenting Shareholder shall be removed from the register of Company Shareholders as of the Effective Time;

(ii) such Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments

and waivers, statutory or otherwise, required to transfer and assign such Company Share; and

(iii) such Company Shares shall be cancelled by the Company for no consideration, other than as set forth in

Section 3.1(a), and the register of Company Shareholder shall be revised accordingly;

(b) each Company Share issued and outstanding immediately prior to the Effective Time, other than Company

Shares held by a Dissenting Shareholder in respect of which the Company Shareholder has validly exercised his, her or its Dissent Rights,

shall be transferred and assigned by such Company Shareholder, without any further act or formality on his, her or its part, to the Purchaser

(free and clear of any Liens) in consideration for the Consideration, and with respect to each Company Share so transferred and assigned:

(i) such Company Shareholder shall cease to be the registered holder of such Company Share and the name of

such Company Shareholder shall be removed from the register of Company Shareholders as of the Effective Time;

(ii) such Company Shareholder shall be deemed to have executed and delivered all consents, releases, assignments

and waivers, statutory or otherwise, required to transfer and assign such Company Share; and

(iii) Purchaser shall be the holder of such Company Share (free and clear of all Liens), and the register of

Company Shareholders shall be revised accordingly;

Time shall be deemed to be unconditionally vested and exercisable, and such Company Option shall, without any further action by or on

behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment

equal to the amount, if any, by which the Consideration Amount exceeds the exercise price of such Company Option, less applicable withholdings

(for greater certainty, if the exercise price of such Company Option is equal to or greater than the Consideration Amount, neither the

Company nor the Parent or the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company

Option), and with respect to each Company Option so transferred and assigned:

(i) the holder of such Company Option shall cease to be the registered holder of such Company Option and to

have right as a holder of Company Options other than the right to receive the consideration specified in this Section 2.3(c);

(ii) the name of the holder of such Company Option shall be removed from the register of the Company Options

maintained by or on behalf of the Company;

(iii) all agreements relating to such Company Option, including the Company Option Plan, shall be terminated

and shall be of no further force and effect; and

(iv) such Company Option shall be cancelled and none of the Company, the Parent or the Purchaser or any of

their respective Affiliates or successors shall have any liability in respect thereof;

(d) each Company Warrant issued and outstanding immediately prior to the Effective Time shall, notwithstanding

the terms thereof, without any further action by or on behalf of a holder of Company Warrants, be deemed to be assigned and transferred

by such holder to the Company in exchange for a cash payment equal to the amount, if any, by which the Consideration Amount exceeds the

exercise price of such Company Warrant, less applicable withholdings (for greater certainty, if the exercise price of such Company Warrant

is equal to or greater than the Consideration Amount, neither the Parent, the Purchaser nor the Company shall be obligated to pay the

holder of such Company Warrant any amount in respect of such Company Warrant), and with respect to each Company Warrant so transferred

and assigned:

(i) the holder of such Company Warrant shall cease to be the registered holder of such Company Warrant and

to have right as a holder of Company Warrants other than the right to receive the consideration specified in this Section 2.3(d);

(ii) the name of the holder of such Company Warrant shall be removed from the register of the Company Warrants

maintained by or on behalf of the Company;

(iii) all agreements and certificates relating to such Company Warrant shall be terminated and shall be of no

further force and effect; and

(iv) such Company Warrant shall be cancelled and none of the Company, the Parent or the Purchaser or any of

their respective Affiliates or successors shall have any liability in respect thereof; and

(e) the exchanges and cancellations provided for in Sections 2.3(a) through 2.3(d) hereof shall be deemed

to occur simultaneously at the time on the Effective Date on which such exchanges and cancellations first begin as contemplated therein,

notwithstanding certain procedures related thereto that may not be completed until after such Business Day.

2.4

Rounding of Cash. In any case where the aggregate cash consideration payable to a particular Person under the Arrangement

would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent

(and, if such rounding down would result in consideration payable of zero cents, no consideration shall be payable).

Article 3

RIGHTS OF DISSENT

3.1

Rights of Dissent

(a) Registered holders of Company Shares may exercise dissent rights with respect to any Company Shares held

by such holder (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Division

2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 3.1 (the “Dissent Procedures”);

provided that, notwithstanding Section 242 of the BCBCA, the written objection to the Arrangement Resolution contemplated by Section 242

of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days

immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder

who duly exercises such holder’s Dissent Rights shall, notwithstanding anything to the contrary in Section 245 of the BCBCA, be

deemed to have transferred for cancellation the Company Shares held by such holder and in respect of which Dissent Rights have been validly

exercised to the Company free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in

this Section 3.1), as provided in Section 2.3(a) and if they:

(i) ultimately are determined to be entitled to be paid fair value for such Company Shares: (A) shall be deemed

not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (B) will be entitled to be paid by the Company

the fair value of such Company Shares, which fair value shall be determined in accordance with the procedures applicable to the payout

value set out in Sections 244 and 245 of the BCBCA and determined as of the close of business on the Business Day before the Arrangement

Resolution was adopted; and (C) shall not be entitled to any other payment or consideration, including any payment or consideration that

would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or

(ii) ultimately are not entitled, for any reason, to be paid fair value for their Company Shares, shall be

deemed to have participated in the Arrangement on the same basis as a Company Shareholder that did not exercise Dissent Rights and shall

be entitled to receive only the Consideration on the basis determined in accordance with Section 2.3(b) that such holder would have

received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights;

but in no case shall the Parent, the Purchaser,

the Company or any other Person be required to recognize such Persons as holders of Company Shares after the Effective Time, and the names

of such Persons shall be deleted from the registers of holders of Company Shares at the Effective Time.

(b) In addition to any other restrictions set forth in the BCBCA and the Interim Order, Company Shareholders

who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution shall not be entitled to exercise Dissent

Rights.

Article 4

DELIVERY OF CONSIDERATION

4.1

Delivery of Consideration

(a) At or prior to the Effective Time, the Parent shall deliver, or shall cause the Depositary to deliver,

to each Company Shareholder holding Company Shares evidenced by certificates (the “Certificates”) or represented

by book-entry (the “Book-Entry Shares”) and not held by DTC or CDS, a letter of transmittal for use in

such exchange, in a form to be mutually agreed upon by the Parties (the “Letter of Transmittal”) (which shall

specify that the delivery of the Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of

a properly completed and duly executed Letter of Transmittal) and, if applicable, the appropriate Certificates, if any, to the Depositary

for use in such exchange.

(b) With respect to Book-Entry Shares, held through the DTC or CDS, the Parent and the Company shall cooperate

to establish procedures with the Depositary, DTC or CDS to ensure that the Depositary will transmit to DTC or CDS, as the case may be

(or their respective nominees) as soon as reasonably practicable on or after the Closing Date, upon surrender of Book-Entry Shares held

of record by DTC or CDS (or their respective nominees) in accordance with customary surrender procedures, the Consideration to be paid

in exchange for such Book-Entry Shares held through the DTC or CDS, as applicable.

Shares tendered for exchange within thirty (30) days after the Effective Time, subject to either, with respect to Book-Entry Shares, the

procedures established in accordance with Section 4.1(b) or, with respect to Company Securities evidenced by Certificates, the delivery

to the Depositary of the following items prior thereto: (i) the Certificates, (ii) a properly completed and duly executed Letter of Transmittal,

and (iii) such other documents as may be reasonably requested by the Depositary or the Parent. Until so surrendered, each Certificate

shall represent after the Effective Time for all purposes only the right to receive the Consideration attributable to such Company Shareholder.

4.2

Lost Certificates. In the event any Certificate which immediately prior to the Effective Time represented one or

more outstanding Company Shares that were exchanged pursuant to Section 2.3(b) shall have been lost, stolen or destroyed, upon the

making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Depositary will pay in

exchange for such lost, stolen or destroyed certificate the Consideration deliverable in accordance with such holder’s Letter of

Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom the Consideration

is to be paid shall, as a condition precedent to the payment thereof, give a bond satisfactory to the Parent and its transfer agent and

the Depositary in such sum as the Parent direct or otherwise indemnify the Parent, its transfer agent and the Depositary in a manner satisfactory

to the Parent, its transfer agent and the Depositary against any claim that may be made against the Parent, its transfer agent and/or

the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3

Extinction of Rights. Any Certificate or book-entry advice statements which immediately prior to the Effective Time

represented outstanding Company Shares that were exchanged pursuant to Section 2.3(b) and not deposited, with all other instruments

required by Section 4.1 on or prior to the second anniversary of the Effective Date shall cease to represent a claim or interest of any

kind or nature against the Parent, the Purchaser or the Company. On such date, the Consideration to which the former registered holder

of the Certificate referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered to the Purchaser

together with all entitlements to interest thereon held for such former registered holder. None of the Parent, the Purchaser, the Company

or the Depositary shall be liable to any person in respect of any Consideration (or interest in respect thereof) delivered to a public

official pursuant to any applicable abandoned property, escheat or similar law.

4.4

Withholding Rights. The Parent, the Purchaser and the Depositary shall be entitled to deduct and withhold from the

Consideration and any other amounts otherwise payable pursuant hereunder (whether in cash or kind) such amounts as the applicable party

may be required to deduct and withhold therefrom under any applicable Law in respect of Taxes; provided, however, that before making any

deduction or withholding pursuant to this Section 4.4, the Parent shall use commercially reasonable efforts to give the Company at least

five (5) Business Days prior written notice of any anticipated deduction or withholding (together with any legal basis thereof) to provide

the Company with sufficient opportunity to provide any forms or other documentation from the applicable equity holders or take such other

steps in order to avoid such deduction or withholding. The Parent shall reasonably consult and cooperate with the Company or the applicable

Company Shareholder in good faith to minimize or eliminate, to the extent permissible under applicable Law, the amount of any such deduction

or withholding, including by cooperating with the submission of any certificates or forms to establish an exemption from, reduction in,

or refund of any such deduction or withholding. To the extent that any amounts are so deducted, withheld and remitted to the appropriate

Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person to whom such amounts would

otherwise have been paid.

4.5

Interest. Under no circumstances shall interest accrue or be paid by the Parent, the Purchaser, the Company, the

Depositary or any other Person to Persons depositing Certificates or Book-Entry Shares pursuant to this Plan of Arrangement in respect

of Company Shares, or former holders of Company Options or Company Warrants, regardless of any delay in making any payment contemplated

hereunder.

Article 5

AMENDMENTS

5.1

The Parent and the Company reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and

from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement must be: (a) set out

in writing, (b) agreed to in writing by the Parent and the Company, (c) filed with the Court and, if made following the Company Meeting,

approved by the Court (to the extent required by the Court), and (d) communicated to holders of Company Securities, if and as required

by the Court.

5.2

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to

the Company Meeting (provided that the Parent shall have previously consented in writing thereto) with or without any other prior notice

or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the

Interim Order), shall become part of this Plan of Arrangement for all purposes.

5.3

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Company

Meeting shall be effective only if (a) it is consented to in writing by each of the Company and the Parent, and (b) if required by the

Court, it is consented to by holders of the Company Securities voting in the manner directed by the Court.

5.4

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by the Parent,

provided that it concerns a matter which, in the reasonable opinions of the Parent, acting reasonably, is of an administrative nature

required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests

of any holder of Company Securities.

5.5

The Parties, acting reasonably, agree to make all necessary consequential amendments to the Plan of Arrangement that are

reasonably necessary to give effect to the foregoing.

Article 6

FURTHER ASSURANCES

6.1

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out

in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and

execute, or cause to be made, done or executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents

as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

Article 7

PARAMOUNTCY

7.1

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to Company

Shares, Company Options and Company Warrants issued and outstanding prior to the Effective Time;

(b) the rights and obligations of the holders of Company Shares, Company Options, Company Warrants, the Depositary

and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

all actions, causes of action,

claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any away relating to Company Shares,

Company Options and Company Warrants shall be deemed to have been settled.

Schedule B

Arrangement Resolution

BE IT RESOLVED THAT:

1. The arrangement (as may be amended, supplemented or varied, the “Arrangement”)

under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving CyberCatch Holdings, Inc. (the “Company”),

pursuant to the arrangement agreement between the Company, Datavault AI Inc. and 1602628 B.C. Ltd. dated [•],

2026, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement

Agreement”), the full text of which is set out as Appendix [•]

to the management information circular of the Company dated [•],

2026 (the “Circular”),

and all transactions contemplated thereby, are hereby authorized, approved and adopted.

2. The plan of arrangement, the full text of which is set out as Appendix [•]

to the Circular, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms,

involving the Company (the “Plan of Arrangement”),

is hereby authorized, approved and adopted.

3. The Arrangement Agreement and all the transactions contemplated therein, the actions of the directors

of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company

in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto are hereby ratified and

approved.

4. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Company Shareholders,

the Company Warrantholders and Company Optionholders (each, as defined in the Arrangement Agreement) or that the Arrangement has been

approved by the Supreme Court of British Columbia (the “Court”),

the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company

Shareholders, Company Warrantholders and/or Company Optionholders: (a) to amend or modify the Arrangement Agreement or the Plan of Arrangement

to the extent permitted by their terms; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement

and any related transactions.

5. The Company is hereby authorized to apply for a final order from Court to approve the Arrangement in accordance

with and subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement.

6. Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company,

to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or

cause to be performed all such other acts and things as, in such person’s

opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby,

such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any

other such act or thing.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2623406d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

Voting And Support

AGREEMENT

THIS AGREEMENT made as of the 17th day

of August, 2026.

BETWEEN:

The Person executing

this Agreement as “SECURITYHOLDER” on the signature page hereto,

(hereinafter referred to as the “Securityholder”),

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Datavault Ai Inc.,

a corporation existing under the laws of the State of Delaware,

(hereinafter referred to as the “Parent”),

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1602628 B.C. Ltd.,

a corporation existing under the laws of the Province of British

Columbia,

(hereinafter referred to as the “Purchaser”).

WHEREAS, the Securityholder

is the registered and/or beneficial owner of, or directly or indirectly exercises control or direction over, common shares (“Company

Shares”) in the capital of CyberCatch Holdings, Inc. (the “Company”) and certain other securities of

the Company, including Company Options and/or Company Warrants, in each case, as set out in Schedule A (such Company Shares and other

securities, together with any additional Company Shares or other securities of the Company that the Securityholder acquires registered

or beneficial ownership of, or direct or indirect control or direction over, after the date hereof, including any Company Shares or other

securities issued upon the exercise or vesting of any convertible securities, collectively referred to as the “Subject Securities”);

AND WHEREAS, the Parent,

the Purchaser and the Company are, concurrently with the execution and delivery of this Agreement, entering into the Arrangement Agreement

(as the same may be amended, supplemented or otherwise modified from time to time, including the Plan of Arrangement attached as Schedule

A thereto, the “Arrangement Agreement”) with respect to an arrangement of the Company under Division 5 of Part

9 of the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which, among other

things, the Purchaser will acquire all of the issued and outstanding Company Shares, on the terms and subject to the conditions of the

Arrangement Agreement;

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AND WHEREAS, this Voting

and Support Agreement (this “Agreement”) sets out the terms and conditions of the agreement of the Securityholder to:

(i) vote or cause to be voted all Subject Securities in favour of the Arrangement and any other matter that could reasonably be expected

to facilitate the Arrangement, and (ii) abide by the restrictions and covenants set forth herein;

AND WHEREAS, the Parent

and the Purchaser are relying on the covenants, representations and warranties of the Securityholder set forth in this Agreement in connection

with each of the Parent’s and the Purchaser’s execution and delivery of the Arrangement Agreement;

NOW THEREFORE, this Agreement

witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties agree as follows:

Article 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Arrangement

Agreement.

1.2 Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms “Agreement”, “this Agreement”,

“the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder”

and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an “Article”, “Section”

or “Schedule” followed by a number refer to the specified Article or Section of, or Schedule to, this Agreement;

the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural

and vice versa and words importing the use of any gender shall include all genders;

(e) the word “including” is deemed to mean “including without limitation”;

(f) the terms “party” and “the parties”

refer to a party or the parties to this Agreement; and

(g) any reference to this Agreement means this Agreement as amended,

modified, replaced or supplemented from time to time.

1.3 Any time period within which any action is to be taken hereunder shall be calculated excluding the day on which the period commences

and including the day on which the period ends. Whenever any action is required to be taken or period of time is to expire on a day other

than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

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1.4 References to “Subject Securities” shall include any shares or securities of the Company into which the Subject

Securities may be reclassified, subdivided, consolidated, converted or exchanged, and any rights and benefits arising therefrom, including

any distributions of securities which may be declared in respect of the Subject Securities.

Article 2

COVENANTS OF THE SECURITYHOLDER

2.1 The Securityholder irrevocably and unconditionally covenants and agrees that it shall, and shall cause each of its Affiliates to,

from the date hereof until the termination of this Agreement in accordance with its terms:

(a) not, directly or indirectly, through any of its Representatives: (i) solicit proxies, or become a

participant in a solicitation in opposition to, or in competition with, the Arrangement; (ii) assist any Person in taking or planning

any action that would compete with, restrain or otherwise interfere with or inhibit the Arrangement; (iii) act jointly or in concert

with others with respect to voting securities of the Company for the purpose of opposing or competing with the Parent or the Purchaser

in connection with the Arrangement; (iv) solicit, assist, initiate, propose, encourage or otherwise facilitate (including by way of furnishing

or providing copies of, access to or disclosure of any information, facilities, properties, books or records of the Company or any of

its Affiliates) any inquiry, proposal or offer (whether public or otherwise) that constitutes or could reasonably be expected to constitute

or lead to an Acquisition Proposal; (v) enter into or otherwise engage or participate in any discussions or negotiations with, or provide

any information with respect to or otherwise cooperate with, any Person (other than the Parent, its Affiliates and their respective Representatives)

regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal;

(vi) support, endorse, accept or enter into, or publicly propose to support, endorse, accept or enter into, any letter of intent, agreement

in principle, agreement, arrangement or undertaking with any Person (other than the Parent, its Affiliates and their respective Representatives)

related to any Acquisition Proposal; (vii) provide any confidential information relating to the Company or any of its Affiliates to any

Person in connection with any Acquisition Proposal; (viii) publicly withdraw support for the Arrangement; or (ix) otherwise co-operate

in any way with any effort or attempt by any other Person to do or seek to do any of the foregoing;

(b) immediately cease and cause to be terminated any existing solicitation, encouragement, discussions, negotiations

or other activities commenced prior to the date of this Agreement with any Person (other than the Parent, its Affiliates and their respective

Representatives) or any Representative of such Person with respect to any inquiry, proposal or offer that constitutes or could reasonably

be expected to constitute or lead to an Acquisition Proposal;

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expected to constitute or lead to an Acquisition Proposal of which the Securityholder or, to the knowledge of the Securityholder, any

of its Representatives becomes, directly or indirectly, aware, and such notification shall be made in writing and shall include a detailed

description of the material terms and conditions together with a copy of all documentation relating to any such inquiry, proposal or offer;

(d) not tender or cause to be tendered any Subject Securities to any Acquisition Proposal or other transaction

or matter other than the Arrangement, including a merger, amalgamation, arrangement, business combination, rights offering, reorganization,

recapitalization or liquidation or take-over bid or similar transaction involving the Company or its securities that could reasonably

be expected to prevent, delay, frustrate or interfere with the completion of the Arrangement or any transaction or matter related to the

Arrangement or contemplated by the Arrangement Agreement;

(e) not: (i) option, offer, sell, assign, transfer, gift, exchange, dispose of, pledge, encumber, grant a

security interest in, hypothecate, tender to offer, transfer any economic interest (directly or indirectly) or otherwise convey (each,

a “Transfer”) any of the Subject Securities or enter into any agreement, arrangement, commitment or understanding

with respect to a Transfer of any of the Subject Securities to any Person, other than pursuant to the Arrangement; (ii) enter into

any forward sale, repurchase agreement, swap, short sale, forward, option, hedging or other monetization transaction with respect to any

of the Subject Securities, or any right or interest therein (legal or equitable), with any Person; or (iii) agree to do any of the foregoing

or take any action that would reasonably be expected to restrict or otherwise adversely affect the Securityholder’s legal power,

authority and right to comply with and perform its covenants and obligations under this Agreement;

(f) revoke and will take all steps necessary to effect the revocation of any and all authorities pursuant

to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling, voting instruction form or other agreement, arrangement,

commitment or understanding, formal or informal, written or oral, with respect or relating to the voting, calling of meetings of securityholders

of the Company, the tendering thereof or the granting of consent or approval of any kind with respect to any of the Subject Securities,

in each case, except such authorities as granted in accordance with the terms of this Agreement;

(g) not, except as required pursuant to this Agreement, grant or agree to grant any proxy, power of attorney

or other right to vote the Subject Securities, or deposit any of the Subject Securities into any voting trust or enter into any vote pooling

agreement or voting agreement or enter into or subject any of the Subject Securities to any other agreement, arrangement, commitment or

understanding, formal or informal, written or oral, with respect or relating to the voting, calling of meetings of securityholders of

the Company, the tendering thereof or the granting of consent or approval of any kind with respect to any of the Subject Securities, or

relinquish or modify its right to exercise control or direction over or to vote any Subject Securities or agree to do any of the foregoing;

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(h) irrevocably waive, and not exercise any rights of dissent or appraisal in respect of any resolution approving

the Arrangement (including the Arrangement Resolution) or any aspect thereof or matter related to the Transactions (including any other

corporate transaction considered at the meeting in connection therewith), and not exercise any other securityholder rights or remedies

or bring or threaten to bring any suit or Proceeding available at common law or pursuant to applicable securities, corporate or other

law or take any action that may reasonably be expected to delay, hinder, prevent, frustrate, interfere with or challenge the Arrangement

or any other transaction or matter related to the Arrangement or contemplated by the Arrangement Agreement;

(i) exercise the voting rights attached to the Subject Securities to oppose any proposed action by the Company,

its securityholders, any of the Company’s Affiliates or any other Person which could reasonably be expected to delay, hinder, prevent,

frustrate, interfere with or challenge the completion of the Arrangement or have a Company Material Adverse Effect;

(j) not requisition or join in the requisition of any meeting of securityholders of the Company for the purpose

of considering any resolution;

(k) immediately notify the Parent in writing of the number of any additional securities of the Company that

the Securityholder acquires registered and/or beneficial ownership of, or direct or indirect control or direction over, after the date

of this Agreement, setting forth in reasonable detail the number of additional securities the Securityholder acquired;

(l) not: (i) vote or cause to be voted any of the Subject Securities in respect of any proposed action by

the Company or its securityholders or Affiliates or any other Person; (ii) make any public or other statement; or (iii) take any other

action of any kind, directly or indirectly, in each case, which may reasonably be expected to delay, hinder, prevent, frustrate, interfere

with or challenge the completion of the Arrangement or the Transactions; and

(m) not do anything indirectly that which it may not do directly by the terms of this Article 2 (including

the sale of any direct or indirect holding company or other Affiliate of the Securityholder).

2.2 If the Parent concludes that it is necessary or desirable to proceed with a form of transaction other than the Arrangement pursuant

to which the Parent or any of its Affiliates would effectively acquire all or substantially all of the assets of the Company or all of

the issued and outstanding Company Shares, and such transaction: (a) provides for economic terms which, in relation to the Securityholder

and its Affiliates which own the Subject Securities, are equivalent to or better than those contemplated by the Arrangement; (b) would

not likely result in a delay or time to completion beyond the Outside Date; and (c) is otherwise on terms and conditions not materially

more onerous on the Securityholder than the Arrangement, in each case as determined by the Parent, acting reasonably (any such transaction,

an “Alternative Transaction”), then the Securityholder shall support the completion of the Alternative Transaction

in the same manner as the Arrangement, including by (i) voting or causing to be voted all Subject Securities in favour of the Alternative

Transaction; or (ii) depositing or causing the deposit of the Subject Securities to an Alternative Transaction conducted by way of

a take-over bid and not withdrawing them. In the event of any proposed Alternative Transaction, any reference in this Agreement to the

Arrangement shall refer to the Alternative Transaction or any resolution in respect thereto and, to the extent applicable, all terms,

covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative

Transaction.

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Article 3

AGREEMENT TO VOTE

3.1 The Securityholder irrevocably and unconditionally covenants and agrees that it shall, and shall cause each of its Affiliates to,

from the date hereof until the termination of this Agreement in accordance with its terms:

(a) vote (or cause to be voted) all of the Subject Securities at any meeting, or in any action by written

consent, of the securityholders of the Company:

(i) in favour of: (A) the approval, consent, ratification and adoption of the Arrangement (including the Arrangement

Resolution); (B) the Transactions; and (C) any actions reasonably required for the completion of the Arrangement or the Transactions;

and

(ii) against: (A) any Acquisition Proposal (other than the Transactions) and any action, proposal, transaction,

agreement or matter that would reasonably be expected to enable, encourage, promote, lead to or otherwise facilitate an Acquisition Proposal

(other than the Transactions); (B) any action, proposal, transaction, agreement or matter that may reasonably be expected to (I) delay,

hinder, prevent, frustrate, interfere with or challenge the completion of the Arrangement or any transaction or matter related to the

Arrangement or contemplated by the Arrangement Agreement, or (II) result in the breach of any representation, warranty or covenant of

the Company in the Arrangement Agreement; and (C) any action, proposal, transaction, agreement or matter that may reasonably be expected

to have a Company Material Adverse Effect;

(b) attend, in person or by proxy, any meeting (including the Company Meeting), including any adjournments

and postponements thereof, of the securityholders of the Company convened for the purposes of considering any of the matters set out in

Section 3.1(a), and in each case, cause the Subject Securities to be counted as present for purposes of establishing quorum at any

such meeting (including any adjournments and postponements thereof);

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proxy or voting instruction form, as applicable, in respect of any meeting referenced in Section 3.1(b), duly complete and execute

(or cause to be completed and executed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject

Securities to be validly and properly delivered, in each case, as may be required to cause such Subject Securities to be voted in accordance

with Section 3.1(a); and

(d) ensure that any forms of proxy or voting instruction forms referenced in Section 3.1(c): (i) name

those individuals designated by the Company in the Company Circular; and (ii) are not revoked or withdrawn, amended or invalidated without

the prior written consent of the Parent.

3.2 The Securityholder shall deliver to the Parent, upon the Parent’s request, evidence of its compliance with Section 3.1,

including copies of any documentation submitted to the Company in connection therewith.

3.3 If, for any reason, any form of proxy or voting instruction form required to be delivered or caused to be delivered by the Securityholder

pursuant to Section 3.1 is invalid, not effective or is not delivered in accordance with Section 3.1(c), the Securityholder

hereby irrevocably constitutes and appoints the Parent as the true and lawful attorney for, in the name of and on behalf of the Securityholder

to execute and deliver all such forms of proxy, voting instruction forms, written consents and other documents as may be necessary to

vote or cause to be voted all of the Subject Securities in favour of the matters described in Section 3.1(a)(i) and against the matters

described in Section 3.1(a)(ii). Such appointment and power of attorney, being coupled with an interest, shall not be revoked. The

Securityholder ratifies and confirms, and agrees to ratify and confirm, all that such attorney may lawfully do or cause to be done by

virtue of the provisions of this Section 3.3.

(a) The Securityholder, on its own behalf and on behalf of its Affiliates,

hereby consents to any votes that it or any of its Affiliates casts being treated as, agrees that it shall support its or its Affiliates’

treatment as, and shall do, or cause its Affiliates to do, all things necessary to ensure that votes cast on the Subject Securities are

included in, part of the minority for purposes of any minority approval requirement relating to the Arrangement under MI 61-101, the

rules and policies of the TSXV, the Interim Order or Final Order, or in any regulatory or court Proceedings. The Securityholder shall

not, and shall cause its Affiliates not to, enter into any agreement, arrangement, commitment or understanding or take any action that

would cause the Securityholder or any of its Affiliates to become or be deemed to be an “interested party” or a joint actor

with an interested party (within the meaning of MI 61-101) in connection with the Arrangement or otherwise require any of the votes attached

to the Subject Securities to be excluded from the minority approval requirement under MI 61-101 in any regulatory or court Proceedings

relating to the Arrangement.

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Article 4

REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER

4.1 The Securityholder represents, warrants and, where applicable, covenants to the Parent and the Purchaser as follows, and acknowledges

that each of the Parent and the Purchaser is relying upon these representations, warranties and covenants in connection with the entering

into of this Agreement and the Arrangement Agreement:

(a) the Securityholder has all the necessary power and capacity to execute and deliver this Agreement and

to perform its obligations hereunder, and, if the Securityholder is not an individual, the Securityholder is duly organized and validly

existing under the laws of its jurisdiction of organization and the execution and delivery of this Agreement and the performance of its

obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement;

(b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization,

execution and delivery by the Parent and the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the each of

the Parent and the Purchaser against the Securityholder in accordance with its terms, except as enforcement may be limited by bankruptcy,

insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance

and injunction may be granted only in the discretion of a court of competent jurisdiction;

and marketable title thereto, free and clear of any and all Liens of any nature or kind whatsoever, and as of the date hereof, the only

securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by the Securityholder or its

Affiliates are the Subject Securities listed on Schedule A;

(d) the Securityholder has the sole and exclusive right to enter into this Agreement and vote (or cause to

be voted) all the Subject Securities and to sell or cause the sale of all of the Subject Securities as contemplated herein;

(e) none of the Subject Securities are subject to any proxy, power of attorney, attorney-in-fact, voting trust,

vote pooling or any other agreement, arrangement, understanding or commitment, formal or informal, with respect or relating to the voting,

calling of meetings of securityholders of the Company, the tendering thereof or the granting of consent or approval of any kind with respect

to any of the Subject Securities;

(f) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual)

capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest

therein or right thereto, except the Parent and the Purchaser pursuant to this Agreement and the Arrangement Agreement;

- 9 -

(g) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance

of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder

will result in a breach of or constitute a default (with or without notice or lapse of time or both) under any provision of: (i) any agreement

or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder’s property or assets

is bound; (ii) any Order; or (iii) any Law relevant in the context of the Arrangement or this Agreement;

(h) no consent, approval, order or authorization of, or declaration or filing with, any Person is required

to be obtained or made by the Securityholder in connection with the execution and delivery of this Agreement by the Securityholder and

the performance by it of its obligations hereunder; and

(i) there is no claim, action, lawsuit, arbitration, mediation or other legal Proceedings in progress or pending

or, to the knowledge of the Securityholder, threatened, against the Securityholder or any of its Affiliates that would reasonably be expected

to adversely affect in any manner: (i) the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder;

or (ii) the title of the Securityholder or its Affiliates, as applicable, to any of the Subject Securities.

4.2 The representations and warranties of the Securityholder set forth in this Article 4 shall survive the completion of the Arrangement

and, despite such completion, shall continue in full force and effect for the benefit of the Parent and the Purchaser for a period of

one year from the Effective Date.

Article 5

REPRESENTATIONS AND WARRANTIES OF

THE Parent and the Purchaser

5.1 Each of the Parent and the Purchaser represents, warrants and, where applicable, covenants to the Securityholder as follows and

acknowledges that the Securityholder is relying upon these representations, warranties and covenants in connection with the entering into

of this Agreement:

(a) it is a corporation duly formed and validly existing under the laws of jurisdiction of incorporation and

has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(b) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder

have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance

of its obligations hereunder;

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and delivery by the Securityholder, constitutes a legal, valid and binding obligation, enforceable by the Securityholder against it in

accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors

generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court

of competent jurisdiction; and

(d) no authorization, approval, licence, permit, order, authorization of, or registration, declaration or

filing with, any third party or Governmental Entity is required to be obtained or made by it in connection with the execution, delivery

and performance of this Agreement and the completion of the transactions contemplated hereby, except for such authorizations, consents,

approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay

completion of the transactions contemplated by this Agreement.

Article 6

TERMINATION

6.1 Subject to Section 6.2, this Agreement may be terminated:

(a) at any time by mutual written agreement of the Parent and the Securityholder;

(b) by the Parent, upon written notice to the Securityholder, if

the Effective Date has not occurred by the Outside Date (as such Outside Date may be extended, amended or modified from time to time

in accordance with the terms of the Arrangement Agreement);

hereof;

(d) by the Securityholder upon written notice to the Parent if:

(i) the Parent or the Purchaser is in default of any covenant in this Agreement and such default has a material

and adverse effect on the completion of the Arrangement;

(ii) any representation or warranty of the Parent or the Purchaser under this Agreement is at the date hereof,

or becomes at any time, untrue or incorrect in any material respect, if such inaccuracy is reasonably likely to prevent, restrict or materially

delay completion of the Arrangement;

(iii) without the prior written consent of the Securityholder (such consent not to be unreasonably withheld,

conditioned or delayed), there is a: (A) decrease in the amount of Consideration set out in the Arrangement Agreement that has a

material adverse effect on the Securityholder (provided that neither a decrease in the market price of the shares in the authorized

capital of the Parent nor any adjustment made in accordance with Section 2.11 [Adjustment to Consideration] of the Arrangement

Agreement will constitute a decrease in the amount of Consideration set out in the Arrangement Agreement); or (B) change in the form of

Consideration set out in the Arrangement Agreement (other than to add additional consideration) that has a material adverse effect on

the Securityholder; and

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(iv) the Arrangement Agreement has been terminated in accordance with its terms, other than pursuant to Section 8.02(a)(iii)(B)

[Superior Proposal] of the Arrangement Agreement;

provided that at the time of such termination, the Securityholder

is not in material default under this Agreement; or

(e) by the Parent upon written notice to the Securityholder if:

(i) the Securityholder is in default of any covenant in this Agreement;

(ii) any representation or warranty of the Securityholder under this Agreement is at the date hereof, or becomes

at any time, untrue or incorrect in any material respect; or

(iii) the Arrangement Agreement has been terminated in accordance with its terms;

provided that at the time of such

termination, neither the Parent nor the Purchaser is in material default under this Agreement.

6.2 Neither the Parent nor the Securityholder may exercise its right to terminate this Agreement pursuant to Section 6.1(c) 6.1(d)(i)

or 6.1(d)(ii), unless the party seeking to terminate the Agreement delivers a written notice to the other party specifying, in reasonable

detail, all breaches of covenants, representations and warranties or other matters which the party delivering such notice is asserting

as the basis for the termination right. If the party to whom notice is delivered is proceeding diligently to cure such matter and such

matter is capable of being cured, the party delivering such notice may not exercise such termination right:

(a) if such notice is delivered prior to the Company Meeting, until the earlier of: (i) two (2) Business

Days prior to the Company Meeting, and (ii) the date that is ten (10) Business Days following receipt of such notice by the party to whom

the notice was delivered, in each case, if such matter has not been cured by such date;

(b) if such notice is delivered after the date of the Company Meeting, until the earlier of: (i) five (5)

Business Days prior to the Outside Date, and (ii) the date that is ten (10) Business Days following receipt of such notice by

the party to whom the notice was delivered, in each case, if such matter has not been cured by such date.

6.3 If this Agreement is terminated in accordance with Section 6.1: (a) other than as set out in this Section 6.3(b), this Agreement

shall forthwith be of no further force and effect; and (b) there shall be no liability on part of the parties hereunder, except that

no termination shall relieve any party from liability for any breach of this Agreement which occurred prior to the time of such termination.

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6.4 Notwithstanding anything to the contrary in this Agreement, the termination rights and other provisions set out in this Article 6

apply solely in respect of, and only prior to, the Effective Time, and this Article 6 shall have no force or effect from and after

the Effective Time.

Article 7

DISCLOSURE

7.1 The Securityholder irrevocably and unconditionally: (a) consents to the details of this Agreement being set out in the Company

Circular and this Agreement being made publicly available (including by filing on SEDAR+ or EDGAR); (b) consents to and authorizes the

publication and disclosure by the Parent, the Purchaser and the Company of its identity and holding of Subject Securities, the nature

of its commitments and obligations under this Agreement and any other information, in each case, that the Parent reasonably determines

is required to be disclosed by applicable Law in any press release, the Company Circular or any other disclosure document in connection

with the Arrangement and the Transactions; (c) agrees to give promptly to the Parent any information it or the Company may reasonably

require for the preparation of any such disclosure documents; and (d) agrees to promptly notify the Parent in writing of any required

corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the

extent that any such information shall have become false or misleading in any material respect.

7.2 Except as contemplated by Section 7.1 above or as required by applicable Law or the requirements of any stock exchange, the Securityholder

shall not make any public announcement or statement with respect to this Agreement or the without prior written approval of the Purchaser.

Article 8

GENERAL

8.1 Each of the Parent and the Purchaser acknowledges and agrees that the Securityholder is bound hereunder solely in its capacity

as a holder of Subject Securities and that the provisions hereof shall not be deemed or interpreted to bind the Securityholder in his

or her capacity as a director and/or officer of the Company or any of its Subsidiaries. For the avoidance of doubt, nothing in this Agreement

shall limit, prohibit or restrict the Securityholder from acting in his or her capacity as a director and/or officer of the Company and

properly fulfilling his or her fiduciary duties as a director and/or officer of the Company or any of its Subsidiaries, and any actions

taken by the Securityholder in his or her capacity as a director and/or officer of the Company will not be a breach or default by the

Securityholder hereunder.

8.2 The Securityholder shall, from time to time hereafter and upon any reasonable request of the Parent, but without further consideration,

promptly do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or

necessary for the purposes of giving effect to this Agreement.

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8.3 This Agreement shall not be assignable by any party without the prior written consent of the other party. Notwithstanding the foregoing,

each of the Parent and the Purchaser may, at any time, assign all or any part of its rights and obligations under this Agreement without

such consent to any of its Affiliates; provided that neither the Parent nor the Purchaser shall be relieved of its obligations

hereunder without the Securityholder’s prior written consent. This Agreement shall be binding upon and shall enure to the benefit

of and be enforceable by each of the parties and their respective successors and permitted assigns.

8.4 Time shall be of the essence of this Agreement.

8.5 Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person

or sent by email or similar means of recorded electronic communication, addressed as follows:

(a) in the case of the Securityholder, as set out below the name of the Securityholder on the signature page

hereto; and

(b) in the case of the Parent or the Purchaser:

Datavault AI Inc.

One Commerce Square

2005 Market Street, Suite 2400

Philadelphia, PA 19103

Attention:

Brett Moyer; Constantine Potamianos

Email:

[***]; [***]

with a copy (which shall not constitute notice) to:

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, CA, United States 94304

Attention:

Jeff Hartlin; Andrew Goodman

Email:

jeffhartlin@paulhastings.com and andrewgoodman@paulhastings.com

and with a copy (which shall not constitute notice) to:

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, Ontario M5V 3J7

Attention:

Brian Kujavsky; John Aziz

Email:

bkujavsky@dwpv.com and jaziz@dwpv.com

- 14 -

Any such notice or other communication shall be

deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if

delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day);

provided that, if sent by email, no automatic “bounce back” or similar automatic message of non-delivery is received

with respect thereto. Any party may at any time change its address for service from time to time by giving notice to the other party in

accordance with this Section 8.5.

8.6 This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal

laws of Canada applicable therein, without regard to the laws of any other jurisdiction that might be applied because of the conflicts

of laws principles of the Province of British Columbia; provided that, all matters relating to the internal corporate affairs of

the Parent shall be governed by the General Corporation Law of the State of Delaware and applicable U.S. federal securities Laws. Each

party irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of British Columbia and waives objection

to the venue of any Proceeding in such court or that such court provides an inconvenient forum. Each of the Parties agrees not to commence

any action, suit or proceeding relating thereto except in the courts described above in the Province of British Columbia, other than actions

in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the Province of British

Columbia as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of

process and the parties further waive any argument that such service is insufficient.

8.7 The Securityholder acknowledges that this Agreement is an integral part of the Arrangement and that neither the Parent nor the

Purchaser would consider proceeding with the Arrangement unless this Agreement was entered into by the Securityholder. Each of the parties

acknowledge and agree that: (a) irreparable damage would occur for which money damages would not be a sufficient remedy for any breach

of this Agreement by any party; (b) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled

to equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event

of any breach of the provisions of this Agreement; and (c) any party that is a defendant or respondent shall waive any requirement for

the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications

for such relief to any court of competent jurisdiction. The prevailing party shall be reimbursed for all costs and expenses, including

reasonable legal fees, incurred in enforcing the other party’s obligations hereunder. Such remedies shall not be deemed to be exclusive

remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

8.8 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in

any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic

or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party

hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible

in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent

possible.

- 15 -

8.9 Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms

by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering

into of this Agreement.

8.10 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all

other prior agreements, understandings, undertakings, negotiations and discussions, whether written or oral. There are no conditions,

covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating

to the subject matter hereof except as provided herein.

8.11 No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such

party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision

of this Agreement constitute a continuing waiver unless otherwise expressly provided.

8.12 This Agreement may be executed in any number of counterparts (including counterparts by email, electronic or digital signature,

.pdf, .tif, .gif, .jpg or similar attachment to email or by electronic signature service (any such delivery, an “Electronic Delivery”))

and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely

upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy

shall be legally effective to create a valid and binding agreement between the Parties. No party may raise the use of an Electronic Delivery

to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an

Electronic Delivery, as a defense to the formation of a Contract, and each party forever waives any such defense, except to the extent

such defense relates to lack of authenticity.

[Remainder of page intentionally left blank;

signature page follows.]

IN WITNESS WHEREOF the parties have executed this

Agreement as of the date first written above.

Securityholder:

(Name of Securityholder)

(Signature of Securityholder)

Address:

Email:

Signature Page – Voting and Support Agreement

Datavault Ai Inc.

Name:

Title:

1602628 B.C. Ltd.

Name:

Title:

Signature Page – Voting and Support Agreement

Schedule A

OWNERSHIP

OF SECURITIES

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Entity Central Index Key

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Entity Tax Identification Number

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Entity Address, Address Line One

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2005

Market Street, Suite 2400

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