Form 8-K

8-K — BRC Group Holdings, Inc.

Accession: 0001213900-26-105855

Filed: 2026-10-01

Period: 2026-09-28

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0307103-8k_brcgroup.htm (Primary)

EX-2.1 — ARRANGEMENT AGREEMENT, DATED AS OF SEPTEMBER 28, 2026, BY AND AMONG BRC, 1001755979 ONTARIO INC. AND SANGOMA TECHNOLOGIES CORPORATION (ea030710301ex2-1.htm)

EX-10.1 — FORM OF VOTING SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 28, 2026, BY AND AMONG BRC, THE PURCHASER AND EACH OF THE SUPPORTING SHAREHOLDERS (ea030710301ex10-1.htm)

EX-10.2 — AMENDMENT NO. 6 TO CREDIT AGREEMENT, CONSENT AND WAIVER, DATED AS OF SEPTEMBER 28, 2026, AMONG BRC, BR FINANCIAL HOLDINGS, LLC, EACH OF THE LENDERS PARTY THERETO AND OAKTREE FUND ADMINISTRATION, LLC (ea030710301ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 28, 2026, ISSUED BY BRC (ea030710301ex99-1.htm)

GRAPHIC (ea030710301_ex99-1img1.jpg)

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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): September

28, 2026

BRC

Group Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-37503

27-0223495

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

11100

Santa Monica Blvd., Suite

800

Los

Angeles, CA

90025

(310)

966-1444

(Address,

Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not

Applicable

(Former

name or former address, if changed since 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:

☐

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

RILY

Nasdaq

Global Market

Depositary

Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)

RILYP

Nasdaq

Global Market

Depositary

Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)

RILYL

Nasdaq

Global Market

5.00%

Senior Notes due 2026

RILYG

Nasdaq

Global Market

5.25%

Senior Notes due 2028

RILYZ

Nasdaq

Global Market

6.00%

Senior Notes due 2028

RILYT

Nasdaq

Global Market

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 ☐

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 September 28, 2026, BRC Group Holdings,

Inc. (“BRC” or the “Company”), 1001755979 Ontario Inc. (the “Purchaser”), a

wholly-owned subsidiary of BRC, and Sangoma Technologies Corporation (“Sangoma”) entered into a definitive

agreement (the “Arrangement Agreement”) pursuant to which the Purchaser agreed to acquire all of the issued and

outstanding common shares of Sangoma (the “Sangoma Shares”) by way of a court-approved plan of arrangement (the

“Plan of Arrangement”) under the Business Corporations Act (Ontario) (the

“Transaction”).

Pursuant to the terms of the Arrangement Agreement,

Sangoma shareholders (“Sangoma Shareholders”) will receive 0.04767 of a common share of BRC (each whole share, a “BRC

Share”) and US$4.925 in cash for each Sangoma Share held (the “Consideration”). The BRC Shares issuable

as Consideration are expected to be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities

Act of 1933, as amended, based on the court’s approval of the Plan of Arrangement.

Additionally, each outstanding Sangoma restricted

share unit, performance share unit (“PSU”) and deferred share unit which remains outstanding at the effective time

of the Transaction (the “Effective Time”) will be cancelled and terminated in exchange for a cash payment equal to

US$5.225 (the “Consideration Value”) multiplied by the number of Sangoma Shares subject to such award (net of applicable

withholdings), with the value of each PSU determined based on achievement of performance goals at 100% of target. Outstanding options

to purchase Sangoma Shares (“Legacy Options”) will be cancelled in exchange for a cash payment equal to the amount,

if any, by which the Consideration Value exceeds the applicable exercise price of such Legacy Option, multiplied by the number of Sangoma

Shares subject to such Legacy Option.

The Transaction requires the approval of at least:

(i) 66⅔% of the votes cast by Sangoma Shareholders in person or by proxy at

the special meeting of securityholders to be called by Sangoma to approve the Transaction (the “Meeting”); and (ii)

a simple majority of the votes cast by Sangoma Shareholders in person or by proxy at the Meeting, excluding those votes attached to Sangoma

Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders

in Special Transactions.

Each of the directors and senior officers of Sangoma,

collectively holding approximately 27% of the outstanding Sangoma Shares, have entered into Voting Support Agreements (as defined below)

with BRC and the Purchaser, pursuant to which they have agreed, among other things, to vote their Sangoma Shares and convertible securities

(together, the “Subject Securities”) in favor of the Transaction. See “Voting Support Agreements”.

In addition to securityholder and court approvals,

the Transaction is subject to applicable regulatory approvals (including approvals of the Toronto Stock Exchange (“TSX”)

and the Nasdaq Stock Market (“NASDAQ”) and clearance under U.S. antitrust laws) and the satisfaction of certain other

closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal protections, including

fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. The Transaction is not subject to

a financing condition. Additionally, a termination fee of US$5,397,000 is payable to the Purchaser (or as directed by the Purchaser) by

Sangoma in certain circumstances if the Transaction is not completed. Details regarding these and other terms of the Transaction are set

out in the Arrangement Agreement.

Subject to the satisfaction of the closing conditions,

the Transaction is expected to close in January 2027. The Sangoma Shares are expected to be delisted from the TSX and the NASDAQ after

closing of the Transaction.

The Board of Directors of Sangoma (the “Board”)

appointed a special committee of independent directors (the “Special Committee”) to, among other things, consider and

make a recommendation to the Board with respect to the Transaction. After consultation with its financial and legal advisors, and on the

unanimous recommendation of the Special Committee, the Board unanimously determined that the Transaction is in the best interests of Sangoma

and approved the Arrangement Agreement. Accordingly, the Board and the Special Committee unanimously recommend that Sangoma Shareholders

vote in favor of the Transaction.

ATB Capital Markets Corp. has provided an opinion

to the Special Committee and the Board stating that, as of the date of such opinion and based upon and subject to the various assumptions,

limitations, qualifications and scope of review set forth therein, the consideration to be received by Sangoma Shareholders pursuant to

the Transaction is fair, from a financial point of view, to the Sangoma Shareholders.

Full details of the Transaction will be included

in the meeting materials to be prepared by Sangoma in connection with the Meeting, which are expected to be mailed to Sangoma Shareholders

and filed under Sangoma’s profile on SEDAR+ at www.sedarplus.ca.

The foregoing description of the Arrangement Agreement

and the Transaction contemplated thereunder, including the Plan of Arrangement, is only a summary, does not purport to be complete and

is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 to this Current

Report on Form 8-K and incorporated herein by reference. The Arrangement Agreement has been included as an exhibit to this Form 8-K to

provide investors with information regarding its terms. It is not intended to provide any other factual information about BRC, the Purchaser,

Sangoma or their respective subsidiaries. The representations, warranties and covenants contained in the Arrangement Agreement were made

only for purposes of the Arrangement Agreement as of the specific dates therein, were solely for the benefit of the parties thereto, may

be subject to qualification and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures

made for the purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties

that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions

thereof as characterizations of the actual state of facts or condition of the parties. Further, investors should read the Arrangement

Agreement not in isolation, but only in conjunction with the other information that BRC includes in reports, statements and other filings

it makes with the Securities and Exchange Commission (“SEC”) and the applicable Canadian securities regulatory authorities.

Voting Support Agreements

In connection with the execution of the

Arrangement Agreement, BRC and the Purchaser entered into voting support agreements with each of the directors and senior officers

of Sangoma (the “Voting Support Agreements”).

Pursuant to the Voting Support Agreements, the directors and senior

officers of Sangoma party thereto have agreed, among other things, to vote their respective Subject Securities (i) in favor of the

approval of the Transaction, including the special resolution approving the Plan of Arrangement (the “Arrangement

Resolution”) and (ii) against any acquisition proposal and any other proposed action, proposal, transaction, agreement or

other matter which would reasonably be expected to adversely affect, prevent, materially delay, impede, interfere with or inhibit

the completion of the Transaction. The Voting Support Agreements will terminate automatically upon the earliest of: (i) the

Effective Time; and (ii) the termination of the Arrangement Agreement in accordance with its terms. In addition, the Voting Support

Agreements may be terminated upon delivery of written notice if, without the supporting shareholder’s prior written consent,

there occurs (i) a decrease in the aggregate Consideration, (ii) an adverse change in the form of consideration payable, (iii) any

other material amendment or modification to the Transaction or the Arrangement Agreement that is materially adverse to the

supporting shareholder, or (iv) a material breach by BRC or the Purchaser of any representation, warranty or covenant under the

Voting Support Agreements or the Arrangement Agreement.

The foregoing description of the Voting Support

Agreements does not purport to be complete and is qualified in its entirety by reference to the Voting 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.

Financing and Debt Commitment

The Transaction will be funded through a combination

of debt financing, an equity contribution from BRC of approximately $38 million and an equity contribution from the BRC telecommunication

subsidiaries of approximately $16 million.

In connection with the Transaction, Banc of California, Axos Bank and

Israel Discount Bank of New York (such commitment parties, the “Commitment Parties”) issued a Commitment Letter (the

“Commitment Letter”) to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC whereby

the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide senior secured term loans in

an aggregate principal amount of $212,255,000 (“Commitment Amount”) payable in connection with the Transaction. The

term loans are expected to be part of an amendment and refinancing (“New Telecom Facility”) of the existing Amended

and Restated Credit Agreement, dated as of January 6, 2025, by and among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online,

Inc., and YMAX Corporation, the subsidiaries of the borrowers party thereto, Banc of California and the lenders party thereto (as amended,

the “Existing Telecom Credit Agreement”). The New Telecom Facility is expected to have materially similar terms and

replace the Existing Telecom Credit Agreement and be subject to usual and customary representations and warranties, covenants and

events of default customary for facilities of this type. Upon closing of the Transaction, the New Telecom Facility will replace the Existing

Telecom Credit Agreement that had $71,500,000 outstanding as of September 30, 2026 and the outstanding balance on the New Telecom Facility

will be equal to the Commitment Amount.

The availability of the financing contemplated by the Commitment Letter

is subject to customary terms and conditions for transactions of this nature, including the consummation of the Transaction substantially

concurrently with the funding of the financing, the accuracy of certain representations and warranties, the absence of specified material

adverse effects, the delivery of customary documentation and other conditions set forth in the Commitment Letter.

Oaktree Credit Agreement Amendment No. 6, Consent and Waiver

On September 28, 2026,

BRC and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No.

6 to Credit Agreement, Consent and Waiver (“Amendment No. 6”) which amends that certain Credit Agreement, dated

as of February 26, 2025, by and among BRC, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative

agent and as collateral agent (as amended by Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement dated as of March

24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8, 2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025,

Amendment No. 4 to Credit Agreement dated as of January 14, 2026 and Amendment No. 5 to Credit Agreement dated as of August 7, 2026,

the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to

them in the Credit Agreement.

Amendment

No. 6 made amendments and included certain consents and waivers required for the Transaction. Amendment No. 6 amended and restated Section

2.10(c) to add a requirement that the Borrower shall use 50% of any cash distributions received by any Loan Party from a Telecom Subsidiary

(as such term is defined in the Credit Agreement) to prepay the Term Loans, subject to payment of the Prepayment Premium. Amendment No.

6 also provided consent for the Transaction and waived certain covenants, including an indebtedness covenant (Section 6.01(p)(ii)), investment

covenants (Section 6.06) and a covenant prohibiting certain guarantees (Section 6.01(b)). The consent and waivers were provided solely

to the extent needed to allow the Transaction to occur in accordance with the Arrangement Agreement.

The foregoing description of Amendment No. 6 is qualified in its entirety

by reference to the full text of Amendment No. 6 filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

The

information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be

disclosed under this Item 2.01.

Item 7.01

Regulation FD Disclosure.

September 28, 2026, BRC issued a press release announcing the Transaction. A copy of such press release is attached hereto as

Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except

in the event that BRC expressly states that such information is to be considered filed under the Exchange Act or incorporates

it by specific reference in such filing.

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.

Cautionary Language Regarding 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 debt commitment, the Company’s or Sangoma’s

future results of operations and financial position, the Company’s and Sangoma’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 Sangoma, the anticipated benefits of the Arrangement, and the expected operation of Sangoma 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 debt commitment may not be advanced in the anticipated timeframe; 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 Sangoma 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 Sangoma

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 Sangoma 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; 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, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and

June 30, 2026, 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 September 28, 2026, by and among BRC, 1001755979 Ontario Inc. and Sangoma Technologies Corporation.

10.1*

Form of Voting Support Agreement, dated as of September 28, 2026, by and among BRC, the Purchaser and each of the Supporting Shareholders.

10.2

Amendment No. 6 to Credit Agreement, Consent and Waiver, dated as of September 28, 2026, among BRC, BR Financial Holdings, LLC, each of the lenders party thereto and Oaktree Fund Administration, LLC

99.1

Press Release, dated September 28, 2026, issued by BRC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules and exhibits

to Exhibits 2.1 and 10.1 have been omitted pursuant to Item 6.01(a)(5) of Regulation S-K. The Company agrees to provide a copy of

any omitted schedule or exhibit to the SEC or is 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.

BRC Group Holdings, Inc.

By:

/s/

Scott Yessner

Name:

Scott Yessner

Title:

Executive Vice President

and Chief Financial Officer

Date: October 1, 2026

EX-2.1 — ARRANGEMENT AGREEMENT, DATED AS OF SEPTEMBER 28, 2026, BY AND AMONG BRC, 1001755979 ONTARIO INC. AND SANGOMA TECHNOLOGIES CORPORATION

EX-2.1

Filename: ea030710301ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

BRC GROUP HOLDINGS, INC.

as Parent

and

1001755979 ONTARIO INC.

as Purchaser

and

SANGOMA TECHNOLOGIES CORPORATION

as Corporation

ARRANGEMENT AGREEMENT

Dated as of September 28, 2026

TABLE OF CONTENTS

Article 1 Interpretation

1.1

Defined Terms

1.2

Certain Rules of Interpretation

1.3

Schedules

1.4

Disclosure Letter

Article 2 The Arrangement

2.1

Arrangement

2.2

Interim Order

2.3

U.S. Securities Law Matters

2.4

The Meeting

2.5

The Circular

2.6

Final Order

2.7

Court Proceedings

2.8

Treatment of Incentive Securities

2.9

Employee Share Purchase Plan

2.10

Articles of Arrangement and Effective Date

2.11

Payment of Consideration and Other Amounts

2.12

Withholding Rights

2.13

Guarantee

Article 3 Representations and Warranties

3.1

Representations and Warranties of the Corporation

3.2

Representations and Warranties of the Purchaser and the Parent

Article 4 Covenants

4.1

Conduct of Business of the Corporation

4.2

Covenants of the Corporation Regarding the Arrangement

4.3

Covenants of the Purchaser and the Parent Regarding the Arrangement

4.4

Regulatory Approvals

4.5

Access to Information; Confidentiality

4.6

Privacy Matters

4.7

Public Communications

4.8

Notice and Cure Provisions

4.9

Insurance and Indemnification; Director and Officer Matters

4.10

Pre-Acquisition Reorganization

4.11

Post-Closing Employment Matters

4.12

Filings

4.13

Debt Financing

4.14

Financing Assistance

4.15

Exchange Delisting

4.16

Cooperation with Registration Statement

- i -

Article 5 Additional Covenants Regarding Non-Solicitation

5.1

Non-Solicitation

5.2

Notification of Acquisition Proposals

5.3

Responding to an Acquisition Proposal

5.4

Right to Match

Article 6 Conditions

6.1

Mutual Conditions Precedent

6.2

Additional Conditions Precedent to the Obligations of the Purchaser and the Parent

6.3

Additional Conditions Precedent to the Obligations of the Corporation

6.4

Satisfaction of Conditions

Article 7 Term and Termination

7.1

Term

7.2

Termination

7.3

Effect of Termination/Survival

7.4

Expenses and Termination Fee

Article 8 General Provisions

8.1

Amendments

8.2

Notices

8.3

Time is of the Essence

8.4

Further Assurances

8.5

Injunctive Relief

8.6

Third Party Beneficiaries

8.7

Waiver

8.8

Entire Agreement

8.9

Successors and Assigns

8.10

Severability

8.11

Governing Law

8.12

Rules of Construction

8.13

No Liability

8.14

Counterparts

SCHEDULES

Schedule A

–

Plan of Arrangement

Schedule B

–

Arrangement Resolution

Schedule C

–

Representations and Warranties of the Corporation

Schedule D

–

Representations and Warranties of the Purchaser and the Parent

- ii -

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of

September 28, 2026 among BRC Group Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (the “Parent”),

1001755979 Ontario Inc., a corporation incorporated under the laws of Ontario (the “Purchaser”), and Sangoma Technologies

Corporation, a corporation incorporated under the laws of the Province of Ontario (the “Corporation” and, together

with the Purchaser and the Parent, the “Parties”).

NOW THEREFORE, in consideration of the

covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged),

the Parties agree as follows:

Article 1

Interpretation

1.1 Defined Terms

As used in this Agreement, the following terms

have the following meanings:

“Acceptable Confidentiality Agreement”

means a confidentiality agreement with the Corporation that contains terms and conditions that are no less favourable, in the aggregate,

to the Corporation than those contained in the Confidentiality Agreement; provided that (i) the standstill obligations therein are

individually no less restrictive in any material respect, or in the aggregate no less restrictive, to the counterparty and its affiliates

than the standstill obligations in the Confidentiality Agreement are to the Purchaser and its affiliates, and (ii) on or following

the execution of an Acceptable Confidentiality Agreement, the Corporation may enter into any related clean team agreement (or clean team

provisions or addendums), joint defense agreement or common interest agreement and any such agreement, provisions or addendums shall be

considered part of an Acceptable Confidentiality Agreement.

“Acquisition Proposal” means,

other than the transactions contemplated by this Agreement and other than any transaction involving only the Corporation and/or one or

more of its Subsidiaries or between one or more of its Subsidiaries, any offer, inquiry or proposal (written or oral) from any Person

or group of Persons other than the Purchaser, the Parent (or any of their respective affiliates or any Person “acting jointly or

in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) with the Purchaser,

the Parent or any of their respective affiliates) relating to: (i) any direct or indirect acquisition, purchase, sale or disposition

(or any lease, joint venture, royalty, license or other arrangement having the same economic effect as a sale or disposition), in a single

transaction or a series of related transactions, of (A) assets of the Corporation and/or one or more of its Subsidiaries that, individually

or in the aggregate, constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, or contributing

20% or more of the consolidated revenue of the Corporation and its Subsidiaries, taken as a whole (in each case, determined based upon

the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition

Proposal is made), or (B) 20% or more of any class of voting or equity securities of the Corporation or 20% or more of any class

of voting or equity securities of any one or more of any of the Corporation’s Subsidiaries that, individually or in the aggregate,

contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries,

taken as a whole (in each case, determined based upon the most recent consolidated financial statements of the Corporation filed as part

of the Corporation Filings as at the time the Acquisition Proposal is made); (ii) any direct or indirect take-over bid, tender offer,

exchange offer, sale, treasury or other issuance of securities or other transaction 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 Corporation then outstanding (assuming, if applicable, the conversion,

exchange or exercise of such securities convertible into or exercisable or exchangeable for voting or equity securities); or (iii) any

plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization,

recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its wholly-owned Subsidiaries

whose assets constitute 20% or more of the consolidated assets, or contribute 20% or more of the consolidated revenue, of the Corporation

and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent consolidated financial statements of the Corporation

filed as part of the Corporation Filings as at the time the Acquisition Proposal is made) 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 (and/or securities convertible into, or

exchangeable or exercisable for such voting or equity securities) of the Corporation.

- 1 -

“affiliate” means, with respect

to any Person, any other Person which, directly or indirectly through one or more Persons, controls, is controlled by or is under direct

or indirect common control with such first Person.

“Agreement” means this arrangement

agreement between the Purchaser, the Parent and the Corporation (including the Schedules hereto, and including, for greater certainty,

the Disclosure Letter) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“AI Systems” means any and

all artificial intelligence, machine learning and deep learning (“AI”) technologies, including probabilistic learning

algorithms, models, neural networks, and other AI tools or methodologies, and any other definition provided by applicable Law or the Corporation

or its Subsidiaries in any of their written policies, procedures and contracts, for “artificial intelligence,” “generative

artificial intelligence,” “artificial general intelligence,” “large language model,” “foundation model,”

“machine learning,” and any similar term; and all software or hardware implementations of any of the foregoing.

“Anti-Corruption Laws” has

the meaning specified in paragraph 27(a) of Schedule C.

“Anti-Money Laundering Laws”

has the meaning specified in paragraph 27(b) of Schedule C.

“Antitrust Laws” means Laws

of any country relating to competition or antitrust that are designed or intended to prohibit, restrict or regulate actions having the

purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including the HSR

Act.

“Arrangement” means an arrangement

under Section 182 of the OBCA in accordance with 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,

in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior

written consent of the Corporation and the Purchaser, each acting reasonably.

- 2 -

“Arrangement Resolution” means

the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B.

“Articles of Arrangement” means

the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the

Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation

and the Purchaser, each acting reasonably.

“associate” has the meaning

specified in the Securities Act (Ontario) as in effect on the date of this Agreement.

“Authorization” means, with

respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having

jurisdiction over the Person.

“Board” means the board of

directors of the Corporation, as constituted from time to time.

“Board Recommendation” has

the meaning specified in Section 2.5(2).

“Breaching Party” has the meaning

specified in Section 4.8(3).

“Business Day” means any day

of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Los Angeles,

California.

“Cash Consideration” means

US$4.925 per Corporation Share payable in cash as provided in the Plan of Arrangement.

“CASL” means An Act to promote

the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means

of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition

Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23 and its associated

regulations.

“CEM” means a commercial electronic

message, as such term is defined by CASL.

“Certificate of Arrangement”

means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles

of Arrangement.

“Change in Recommendation”

has the meaning specified in Section 7.2(4)(b).

“Circular” means the notice

of meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the

Shareholders and other Persons as required by the Interim Order and Law in connection with the Meeting, as amended, supplemented or otherwise

modified from time to time in accordance with the terms of this Agreement.

- 3 -

“Closing” has the meaning specified

in Section 2.10(2).

“Code” means the U.S. Internal

Revenue Code of 1986.

“Communications Permit Approvals”

means the Regulatory Approvals set forth on Schedule 4.4 of the Disclosure Letter under the heading Communications Permit Approvals.

“Communications Permits” means

all material Authorizations that are required in order for the Corporation to conduct its telecommunications, Voice-over Internet Protocol,

or other communications business as presently conducted, including that issued by the Federal Communications Commission, any state public

service or public utility commission or other similar regulatory bodies.

“Competition Act” means the

Competition Act, R.S.C., 1985, c. C-34, as amended, and the regulations promulgated thereunder.

“Computer Systems” means all

computer hardware, servers, peripheral equipment, technology infrastructure, software, algorithms, codes, firmware, middleware, equipment,

electronic devices, computers, laptops, mobile devices, platforms, servers, workstations, routers, hubs, switches, interfaces, data, databases,

data communication lines, network and telecommunications equipment, websites and internet-related information technology infrastructure,

wide area network and other data communications, information technology equipment and computer systems and services that are owned or

leased by, licensed to, used by the Corporation and its Subsidiaries to receive, store, process or transmit data in connection with the

operation of their respective businesses.

“Confidentiality Agreement”

means the confidentiality agreement between the Corporation and the Parent dated April 6, 2026.

“Consideration” means, with

respect to each Corporation Share, the aggregate of the Cash Consideration and the Share Consideration, to be paid or issued in accordance

with the Plan of Arrangement.

“Constating Documents” means

articles of incorporation, amalgamation, or continuation, as applicable, by-laws or other constating documents and all amendments thereto.

“Contract” means any written

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

or joint venture, in each case, together with any amendment, modification or supplement thereto, that is legally binding to which the

Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which

any of their respective properties or their assets is subject.

“control” (and any derivatives

thereof, including “controlled”) means: (i) in relation to a Person that is a corporation, the ownership, directly

or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person

and which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a Person that is a

partnership, limited partnership, trust or other unincorporated entity (A) the ownership, directly or indirectly, of voting securities

of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (B) the ownership

of other interests or the holding of a position (such as general partner of a limited partnership or trustee of a trust) entitling the

holder to exercise control and direction over the activities of such Person.

- 4 -

“Corporation” has the meaning

specified in the preamble.

“Corporation 401(k) Plan” has

the meaning specified in Section 4.11(5).

“Corporation DSUs” means any

outstanding deferred share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation Filings” means

all documents publicly filed or furnished by or on behalf of the Corporation or its Subsidiaries on SEDAR+ since July 1, 2025.

“Corporation Intellectual Property”

has the meaning specified in paragraph 29(a) of Schedule C.

“Corporation Legacy Options”

means any outstanding options to purchase Corporation Shares issued pursuant to the Legacy Option Plan.

“Corporation Options” means

any outstanding options to purchase Corporation Shares issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation PSUs” means any

outstanding performance share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation Registered Intellectual

Property” has the meaning specified in paragraph 29(a) of Schedule C.

“Corporation RSUs” means any

outstanding restricted share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation Service Providers”

means any current directors, officers, employees, independent contractors or other individual service providers of the Corporation or

its Subsidiaries as of the date hereof, including those performing part time, temporary and full-time service, those on a leave of absence

and interns.

“Corporation Shares” means

the common shares in the capital of the Corporation.

“Corporation Software” has

the meaning set forth in paragraph 29(i) of Schedule C.

“Court” means the Ontario Superior

Court of Justice (Commercial List) in the City of Toronto.

“Covered Employee” has the

meaning specified in Section 4.11(1).

“Credit Facility” means the

Second Amended and Restated Credit Agreement among Sangoma Technologies Inc., Sangoma US Inc., the Toronto-Dominion Bank and certain of

its Subsidiaries and the Bank of Montreal and certain of its Subsidiaries dated as of March 28, 2022, as most recently amended on June

4, 2024.

- 5 -

“Credit Facility Termination”

has the meaning specified in Section 4.14(2).

“D&O Insurance” has the

meaning specified in Section 4.9(1).

“Data Room” means the materials

contained in the virtual data room established by the Corporation as of 6:00 p.m. (Toronto time) on September 25, 2026.

“Data Security Requirements”

means, to the extent applicable and relating to the Processing of Personal Information or relating to the privacy or security of Personal

Information or security breach notification requirements by the Corporation and/or its Subsidiaries: (i) the Privacy Laws; (ii) the

written internal and external policies, rules, regulations and procedures of the Corporation and/or its Subsidiaries as in effect and

applied in practice as of the date hereof; (iii) industry standards applicable to the industry in which the Corporation or Subsidiaries

operate, including the Payment Card Industry Data Security Standard and (iv) the terms of Contracts binding on the Corporation or

any of its Subsidiaries.

“Debt Financing” has the meaning

specified in Section 4.14(1).

“Debt Financing Agreements”

has the meaning specified in Section 4.13(1).

“Debt Financing Commitment Letter”

has the meaning specified in Part 13 of Schedule D.

“Debt Financing Sources” means

any lender, agent or arranger that commits to provide, or otherwise enters into agreements with the Purchaser, the Parent or any of their

respective affiliates in connection with, the Debt Financing, including pursuant to the Debt Financing Commitment Letter, any joinders

to such letter or any definitive documentation relating thereto, together with such Person’s successors, assigns, affiliates, and

Representatives and their respective successors, assigns, affiliates, and Representatives.

“Delisting Period” has the

meaning specified in Section 4.15.

“Depositary” means such Person

as the Corporation may appoint to act as depositary in respect of the Arrangement, with the approval of the Purchaser, acting reasonably.

“Director” means the Director

appointed pursuant to Section 278 of the OBCA.

“Disclosure Letter” means the

disclosure letter dated the date of this Agreement and delivered by the Corporation to the Purchaser and the Parent with this Agreement.

“Dissent Rights” means the

rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Effective Date” means the

date shown on the Certificate of Arrangement giving effect to the Arrangement, provided that in no event shall the Effective Date occur

prior to January 1, 2027.

“Effective Time” has the meaning

specified in the Plan of Arrangement.

- 6 -

“Employee Plans” means all

benefit, health, welfare, medical, dental, drug, hospital, vision, wellness, disability, sick leave, critical illness, accidental death

and dismemberment, life, wage replacement, financial assistance, loan, change of control, retention, bonus, profit sharing, commission,

option, stock appreciation, insurance, incentive, incentive compensation, current or deferred compensation, share purchase, other equity

or equity-based award, phantom equity including the Incentive Plan, employment, individual consulting, severance, separation or

termination pay, paid time off, sick leave, legal, unemployment or supplemental unemployment benefit, salary continuation, post-employment,

post-retirement, fringe benefit, pension or supplemental pension, savings, vacation, retiring allowance, retirement or supplemental retirement,

hospitalization insurance, health or other medical, dental, vision, drug, life, disability or other insurance (whether insured or self-insured)

plans, programs, policies, Contracts, agreements and arrangements, and every other benefit or compensation plans, programs, policies,

Contracts, agreements and arrangements, including all “employee benefit plans” (within the meaning of Section 3(3) of

ERISA), for current or former directors, officers, employees, independent contractors or other individual service providers (or any dependent,

survivor or beneficiary thereof) of the Corporation or its Subsidiaries, which are maintained, sponsored, contributed to, required to

be contributed to, or funded by the Corporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries

has any actual or potential liability or obligation, in each case, whether written or oral, whether or not subject to ERISA, qualified

or nonqualified, funded or unfunded, registered or non-registered, or currently effective or terminated, other than any plan, policy,

program, arrangement or agreement mandated by Law and sponsored or maintained by a Governmental Entity.

“Environmental Laws” has the

meaning specified in paragraph 28 of Schedule C.

“ERISA” means the U.S. Employee

Retirement Income Security Act of 1974.

“ERISA Affiliate” means any

trade or business (whether or not incorporated) under common control within the meaning of Section 4001(b)(1) of ERISA with the Corporation

or any Subsidiary or that together with the Corporation or any Subsidiary is treated as a single employer under Section 414(b), (c),

(m) or (o) of the Code, currently or at any relevant time.

“ESPP” means the Corporation’s

employee share purchase plan adopted on October 16, 2024.

“ESPP Termination Time” has

the meaning specified in Section 2.9(3).

“Exchange Act” means the United

States Securities Exchange Act of 1934.

“Fairness Opinion” means the

opinion of ATB Capital Markets Corp. to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions,

limitations and qualifications set forth therein, the Consideration to be received by the Shareholders is fair, from a financial point

of view, to such Shareholders.

“Final Order” means the final

order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably,

approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each

acting reasonably) at any time prior to the Effective Date.

- 7 -

“Financial Statements” means,

collectively: the audited consolidated financial statements of the Corporation as at and for the years ended June 30, 2026 and 2025,

together with the related auditors’ report on and notes to such financial statements.

“Governmental Entity” means:

(i) any applicable international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or

other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission,

commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any

political subdivision, agent or authority of any of the foregoing, to the extent that the rules, regulations, or orders of such Person

have such force of Law; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or authority

or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

or (iv) any Securities Authority or stock exchange, including the TSX and NASDAQ.

“Hazardous Materials” has the

meaning specified in paragraph 28 of Schedule C.

“HSR Act” means the U.S. Hart

Scott Rodino Antitrust Improvements Act of 1976.

“HSR Clearance” means that

the waiting period (and any extensions thereof) applicable to the transactions contemplated by this Agreement pursuant to the HSR Act

shall have expired or otherwise been terminated.

“ICA Approval” means the Purchaser

has notified the Minister of the Arrangement and:

(a) the prescribed time period has elapsed and the Minister has not sent a Purchaser a notice under subsection

25.2(1) of the Investment Canada Act within the prescribed time period and the Minister has not made an order under subsection 25.3(1)

of the Investment Canada Act in respect of the Arrangement within the prescribed time period; or

(b) if such a notice has been sent or such an order has been made, the Purchaser has subsequently received

(i) a notice under paragraph 25.2(4) of the Investment Canada Act indicating that a review of the Arrangement on grounds of national security

will not be commenced, (ii) a notice under paragraph 25.3(6)(b) of the Investment Canada Act indicating that no further action will be

taken in respect of the Arrangement, or (iii) a copy of an order under paragraph 25.4(1)(b) authorizing the Arrangement on terms and conditions

satisfactory to the Purchaser, acting reasonably.

“IFRS” means International

Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Improvements” means plants,

buildings, structures, fixtures (including fixed machinery and fixed equipment), erections and improvements located on, over, under or

upon the Real Property, including any mechanical, electrical, plumbing, heating and air-conditioning systems relating to the Real Property,

including any of the foregoing under construction.

- 8 -

“Incentive Securities” means,

collectively, the Corporation Options, the Corporation Legacy Options, the Corporation DSUs, the Corporation PSUs and the Corporation

RSUs.

“Incentive Securities Consideration”

has the meaning specified in Section 2.11(2).

“Indemnified Persons” has the

meaning specified in Section 4.9(4).

“Information Security Program”

has the meaning specified in paragraph 29(e) of Schedule C.

“Intellectual Property” means

all intellectual property, industrial property and related rights, throughout the world, including all right, title and interest in and

to the following: (i) patents, patent rights, applications for patents and patent disclosures, and including all provisional applications,

substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisionals, renewals, reissues, confirmations,

counterparts, re-examinations and extensions thereof and all analogous rights; (ii) industrial designs and applications and registrations

therefor; (iii) inventions, invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how,

methods, processes, designs, software, data, databases, technology, technical data, schematics, formulae, product formulations, specifications

and customer lists, and documentation relating to any of the foregoing; (iv) copyrights, copyrightable works, and registrations and

applications therefor, and Moral Rights; (v) trade names, trade name registrations, business names, corporate names, domain names,

domain name registrations, common law trademarks, trademark registrations, trademark applications, trade dress and logos, all identifiers

of source and the goodwill associated with any of the foregoing; and (vi) any other intellectual property or rights.

“Interim Order” means the interim

order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably,

providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied

by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

“Investment Canada Act” means

the Investment Canada Act, R.S.C., 1985, c. 28 (1st Supp.), as amended, and the regulations promulgated thereunder.

“IP Contract” has the meaning

specified in paragraph 29(d) of Schedule C.

“Labour Agreement” has the

meaning set forth in paragraph (f) of the definition of “Material Contract”.

“Law” means, with respect to

any Person, any and all applicable national, federal, provincial, territorial, state, municipal or local law (statutory, civil, common

or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, or Order 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 having the force of law, all applicable policies, practices, guidelines, standards, notices and protocols of any Governmental

Entity, as amended unless expressly specified otherwise.

- 9 -

“Leased Real Property” means

the lands and premises described in Schedule C 25(b) of the Disclosure Letter, which are leased, subleased, licensed or otherwise

occupied by the Corporation, including its interest in all easements, rights of way and Improvements now and hereafter situated thereon

and all other appurtenances thereto.

“Legacy Option Plan” means

the share option plan of the Corporation approved on June 12, 1998.

“Licensed-In Intellectual Property”

means all Intellectual Property (a) which is not Corporation Intellectual Property, and (b) in which the Corporation or a Subsidiary

has a right, interest, benefit, licence or permission to access, use, practice or otherwise enjoy or exploit, including pursuant to a

Contract, covenant not to sue, custom or practice, Order or applicable Law.

“Licensed-Out Intellectual Property”

means all Corporation Intellectual Property which the Corporation or a Subsidiary permits or licences another Person, other than the

Corporation or a Subsidiary, to access, use, practice or otherwise enjoy or exploit, including pursuant to a Contract, covenant not to

sue, custom or practice, Order or applicable Law.

“Lien” means any mortgage,

charge, pledge, hypothec, security interest, statutory or deemed trust, encroachment, servitude, title retention agreement or arrangement,

conditional sale agreement, transfer restriction, purchase option, right of first refusal or first offer, license, occupancy right, restrictive

covenant, assignment, lien (statutory or otherwise), easement, restriction or adverse right or claim, defect of title or encumbrance of

any kind, and in each case, whether contingent or absolute and whether voluntarily incurred or arising by operation of law.

“Matching Period” has the meaning

specified in Section 5.4(1)(e).

“Material Adverse Effect” means

any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other changes, events,

occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business,

operations, results of operations, assets, properties, liabilities, (contingent or otherwise) or financial condition of the Corporation

and its Subsidiaries, taken as a whole; except any such change, event, occurrence, effect, state of facts or circumstance resulting from

or arising in connection with:

(a) any change, occurrence, development, condition or event affecting any of the industries or markets in

which the Corporation or any of its Subsidiaries operate or conduct their business;

(b) global, national or regional political, geopolitical, social or regulatory conditions (or any change,

occurrence, development or event therein), including any international tariffs, sanctions, trade policies or disputes, “trade wars”,

general labour strikes or act of espionage, cyberattack, ransomware or malware, sabotage or terrorism or any outbreak of hostilities or

any commencement or continuation of declared or undeclared war, armed hostilities, military activity, or other similar event or any escalation

or worsening thereof;

- 10 -

financial, credit, currency exchange, interest rate, rates of inflation or capital market conditions;

(d) any change in IFRS or regulatory accounting requirements (or changes in interpretations of IFRS or regulatory

accounting requirements);

(e) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application

of any Laws by any Governmental Entity, in each case after the date hereof;

(f) any hurricane, flood, tornado, earthquake or other natural disaster;

(g) any epidemic, pandemic, public health event or outbreaks of illness or disease or any worsening thereof;

(h) the failure by the Corporation to meet any internal estimates of revenues, cash flows or other measure

of financial performance, results of operations, forecasts, projections or earnings guidance or expectations, or any external forecasts,

projections or earnings guidance or expectations provided or publicly released by the Corporation or equity analysts, it being understood

and agreed that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred

(unless excluded by other clauses in this definition);

(i) any action taken by the Corporation or any of its Subsidiaries which is required to be taken pursuant

to this Agreement or as required by Law or any failure(s) to take any action by the Corporation or any of its Subsidiaries which is prohibited

by this Agreement (including those prohibited without the written consent of the Purchaser to the extent that such consent is not provided);

(j) any matter which has been expressly disclosed by the Corporation in the Disclosure Letter or the Financial

Statements (or the associated management’s discussion & analysis), but only to the extent that the nature and magnitude is reasonably

apparent on the face of such disclosure;

(k) any actions taken (or omitted to be taken) (i) upon the written request of the Purchaser or any of

its affiliates, or (ii) with the written consent of the Purchaser;

(l) the execution, announcement, pendency or performance of this Agreement or the consummation of the Arrangement

(including by reason of the identity of the Purchaser or any of its affiliates, or any communication by the Purchaser or any of its affiliates

regarding their plans or intentions with respect to the conduct of the business of the Corporation or any of its Subsidiaries) and any

loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Corporation and/or any of its Subsidiaries

with any of their respective customers, suppliers, employees, financing sources, partners, lessors, licensors, regulators, creditors,

contractors and other Persons with which the Corporation or any of its Subsidiaries has business relations;

- 11 -

(m) any change in the market price or trading volumes of any securities of the Corporation (it being understood

that the causes underlying such change in market price or trading volumes may be taken into account in determining whether a Material

Adverse Effect has occurred unless excluded by other clauses in this definition), or any suspension of trading in securities generally

on any securities exchange on which any securities of the Corporation trade, including the TSX and NASDAQ; or

(n) any actions or proceedings brought by or on behalf of Shareholders relating to this Agreement or the transactions

contemplated hereby,

provided, however, if any change, event, occurrence,

effect, state of facts or circumstance referred to in clauses (a) through and including (g) above, materially and disproportionately

adversely affects the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating

in the industries and businesses and markets in which the Corporation and its Subsidiaries operate, such change, event, occurrence, effect,

state of facts or circumstance may be taken into account in determining whether a Material Adverse Effect has occurred (in which case

only the incremental disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred),

and unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar

amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material

Adverse Effect” has occurred.

“Material Contract” means,

other than any Employee Plan, any Contract to which the Corporation or any of its Subsidiaries is a party:

(a) pursuant to which the Corporation or any of its Subsidiaries is entitled to receive monthly recurring

revenue from any customer of the Corporation or any of its Subsidiaries in excess of $175,000 on an annual basis, excluding any non-material

amendments or addendums thereto;

(b) pursuant to which the Corporation or any of its Subsidiaries is obligated to make recurring payments in

excess of $500,000 on an annual basis;

Material Adverse Effect;

(d) relating to indebtedness for borrowed money or to the guarantee of any indebtedness for borrowed money

(whether accrued, absolute, contingent or otherwise) of any Person other than the Corporation or any of the Subsidiaries, in excess of

$250,000, which for certainty includes the Credit Facility;

(e) restricting the incurrence of indebtedness of the Corporation 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 Corporation or

any of its Subsidiaries, or restricting the payment of dividends by the Corporation;

- 12 -

(f) that is a collective bargaining agreement or other labour Contract with any labour union, trade union,

works council, employee association or other labour organization that governs the terms and conditions of employment of any Corporation

Service Provider (each, a “Labour Agreement”);

(g) involving the settlement of any lawsuit in excess of $250,000 with respect to which (i) there is

any material unpaid amount owing by, or other material remaining obligation of, the Corporation or any of its Subsidiaries; or (ii) material

conditions precedent to the settlement thereof have not been satisfied;

(h) that is a partnership agreement, limited liability company agreement, joint venture agreement or similar

agreement or arrangement, relating to the formation, creation or operation of any partnership, limited liability company or joint venture

in which the Corporation or any of its Subsidiaries is a partner, member or joint venturer (or other participant), which for certainty

excludes any such partnership, limited liability company or joint venture which is a wholly-owned Subsidiary of the Corporation;

(i) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property

or asset where the unpaid purchase or sale price or agreed value or fair market value of such property or asset exceeds $250,000;

(j) that expressly limits or restricts: (A) the ability of the Corporation or any of its Subsidiaries

to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Corporation

or any of its Subsidiaries may sell products or conduct business, in each case in a manner that is material to the Corporation and its

Subsidiaries taken as a whole;

(k) that contains express minimum purchase or volume commitments, penalties for termination, or grants “most-favoured

nation” or similar rights that, in each case, impose material restrictions on the Corporation and its Subsidiaries taken as a whole;

(l) providing for the acquisition or disposition by the Corporation or any of its Subsidiaries of any business,

division or product line (whether by merger, amalgamation, sale of shares, sale of assets or otherwise) or capital stock or other equity

interests of any other Person, in each case, pursuant to which any obligations of the Corporation or any of its Subsidiaries remain outstanding

that are material to the Corporation and its Subsidiaries taken as a whole;

(m) providing severance or other termination payments or benefits, change of control payments or benefits,

or any other payments, benefits or accelerated vesting, in each case that would reasonably be expected to be triggered by the Arrangement

and payable by the Corporation (other than severance or termination pay that may be owed or become owing in accordance with Law);

- 13 -

(n) for any capital expenditure or commitment to do so which individually or in the aggregate exceeds $250,000;

(o) relating to any interest rate, currency, commodity or hedging, swap, derivative or forward sale transactions

which individually or in the aggregate exceeds $250,000; or

(p) that is for the employment or engagement of any current Corporation Service Provider with an annual base

compensation in excess of $200,000 or relating to loans to any Corporation Service Provider in excess of $200,000, or which provides such

Corporation Service Provider with termination and severance entitlements in excess of those required by applicable Law.

“Meeting” means the special

meeting of Shareholders, including any adjournment or postponement of such special meeting 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 Circular and agreed to in writing by the Purchaser.

“MI 61-101” means Multilateral

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

“Minister” means the Minister

of Innovation, Science and Economic Development Canada.

“misrepresentation” means an

untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein

not misleading in light of the circumstances in which they are made.

“Moral Rights” has the meaning

given to such term in the Copyright Act (Canada) (R.S.C. 1985, c. C-42) together with the equivalent rights in any other jurisdiction,

including but not limited to (i) any right to claim authorship or remain anonymous in relation to a work; or (ii) to object to any distortion,

mutilation, or other modification or other derogatory action in relation to a work, and any similar right, existing under common or statutory

law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as

a “moral right.”

“NASDAQ” means the Nasdaq Stock

Market.

“NI 52-109” means National

Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

“Non-Recourse Party” has the

meaning specified in Section 8.13.

“Notice” has the meaning specified

in Section 8.2.

“OBCA” means the Business

Corporations Act (Ontario).

“Off-the-Shelf Software” has

the meaning set forth in paragraph 29(j) of Schedule C.

“officer” has the meaning specified

in the Securities Act (Ontario).

- 14 -

“OHSA” has the meaning specified

in paragraph 24(g) of Schedule C.

“Omnibus Equity Incentive Plan”

means the omnibus equity incentive plan of the Corporation adopted on December 13, 2022 and as amended and restated on December 6, 2025,

as same may be further amended, modified or supplemented from time to time in accordance with its terms.

“Open Source Software” means

any Software that is licensed pursuant to: (i) any license that is approved by the Open Source Initiative and listed at http://www.opensource.org/licenses,

(ii) any license to software that is considered “open source software,” or “free” by the Open Source Foundation

or the Free Software Foundation or under a similar licensing or distribution model, or (iii) any “copyleft” license, in each

case whether or not source code is available or included in such license.

“Order” means any order, injunction,

judgment, decree, determination, writ, stipulation, award or ruling of any Governmental Entity.

“Ordinary Course” means, with

respect to an action taken by the Corporation or one of its Subsidiaries, that such action is taken in the ordinary course of the normal

day-to-day operations of the business of the Corporation or such Subsidiary, consistent with past practice.

“OSC” means the Ontario Securities

Commission.

“Outside Date” means January

22, 2027 or such other date as may be agreed to in writing by the Parties.

“Owned Real Property” means

the lands and premises specified in Schedule C 25(a) of the Disclosure Letter owned by the Corporation, including all Improvements

now and hereafter situated thereon and all other appurtenances thereto.

“Parent” has the meaning specified

in the preamble.

“Parent Filings” has the meaning

specified in Schedule D paragraph 10(a).

“Parent Financial Statements”

has the meaning specified in Schedule D paragraph 10(c).

“Parent Shares” means the common

stock having a par value $0.0001 in the capital of the Parent.

“Parties” has the meaning specified

in the preamble.

“Payoff Letters” has the meaning

specified in Section 4.14(2).

- 15 -

“Permitted Liens” means, in

respect of the Corporation or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes that are not yet due or are not in arrears, or which are being contested in good faith

and in respect of which reserves have been provided in accordance with IFRS and no execution or enforcement action may be taken;

(b) inchoate or statutory Liens of contractors, subcontractors, carriers, warehousemen’s, mechanics’,

workmen’s, repairmen’s, builder’s, workers, suppliers, and materialmen’s and other similar Liens in respect of

the construction, maintenance, repair or operation of real or personal property arising or incurred in the Ordinary Course, provided that

such Liens are related to obligations not due or delinquent (or if due and delinquent are being contested in good faith by appropriate

proceedings) and are not registered against title to any real or personal property and in respect of which adequate holdbacks are being

maintained as required by applicable Law;

of any lease, permit, licence, certificate, order, grant, classification (including any zoning laws and ordinances and similar legal requirements),

registration or other consent, approval or authorization acquired by such person from any Governmental Entity or by any Law, to terminate

any such permit, licence, certificate, order, grant, classification, registration or other consent, approval or authorization or to require

annual or other payments as a condition to the continuance thereof and which in the aggregate do not materially impair the use of or the

operation of the business of such Person or the property subject thereto;

(d) requirements or entitlements of any Law, including zoning, building codes or other land use, planning,

or environmental regulations, rights of expropriation, ordinances, by-laws, or other legal requirements or entitlements imposed by or

in favour of any Governmental Entity;

(e) restrictions, covenants, land use contracts, rent charges, building schemes, declarations of covenants,

conditions and restrictions, servicing agreements, or other registered agreements or instruments in favour of any Governmental Entity

or utility provider;

(f) easements, rights-of-way, encroachments, servitudes or other similar rights in or with respect to real

property granted to or reserved by other Persons or properties, whether registered or unregistered which individually or in the aggregate

do not materially impair the use of or the operation of the business of such Person or the property subject thereto, and provided that

the same have been complied with by the Corporation or its Subsidiaries, as applicable, in all material respects;

(g) any security given to a public or private utility or other service provider or any other Governmental

Entity when required by such utility or other Governmental Entity in connection with the operations of such person in the ordinary course

of its business, but only to the extent relating to costs and expenses for which payment is not due;

(h) any Liens, whether registered or unregistered, in respect of the landlord’s fee simple interest

in the Leased Real Properties, and all registrations against the landlord’s fee simple title to the Leased Real Properties;

- 16 -

(i) the reservations, exceptions, limitations, provisos and conditions, if any, expressed in any grants from

a Governmental Entity of any Real Property;

(j) such other imperfections or irregularities of title or Liens, including encroachments and any title defects

that would be identified by an up-to-date survey, that, in each case, do not individually or in the aggregate materially affect the use

of the properties or assets subject thereto or otherwise materially impair business operations of such properties in the Ordinary Course;

(k) any Liens (i) pursuant to capitalized leases or purchase money obligations of such Person in the Ordinary

Course; or (ii) pursuant to any conditional sales agreement, leases for equipment, vehicles or any other personal property and assets

in or over the property and assets so purchased or leased by such Person in the Ordinary Course;

(l) all registrations against title to the Owned Real Property, provided that any registrations in respect

of the Credit Facility and any other indebtedness of the Corporation or its Subsidiaries shall only constitute Permitted Liens up until

the Effective Time;

(m) pledges, deposits and Liens under worker’s compensation laws, employment insurance laws or similar

legislation;

(n) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens,

rights of setoff, rights of combination of accounts or similar rights in the Ordinary Course in relation to deposit accounts or other

funds maintained with a creditor depository institution;

(o) any Liens in connection with credit, loan or other financing Contracts and any other indebtedness of the

Corporation or its Subsidiaries that have been disclosed in the Disclosure Letter or are reflected on the Corporation’s financial

statements as of the date hereof, including the Credit Facility, provided that such Liens shall only constitute Permitted Liens up until

the Effective Time; and

(p) licenses and other rights to use Intellectual Property granted by or to the Corporation or its Subsidiaries

in the Ordinary Course.

“Person” includes any individual,

partnership, limited partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative,

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

“Personal Information” means

any information about an identifiable individual, including information that, alone or in combination with other available information,

may be used to identify an individual, including any information that constitutes “personal information” within the meaning

of applicable Privacy Laws.

“Plan of Arrangement” means

the plan of arrangement under Section 182 of the OBCA in the form of Schedule A and any amendments or variations to such plan made

in accordance with its terms, the terms of this Agreement, the terms of the Interim Order (once issued) or made at the direction of the

Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

- 17 -

“Pre-Acquisition Reorganization”

has the meaning specified in Section 4.10(1).

“Privacy Laws” means any applicable

Laws to which the Corporation or any of its Subsidiaries are subject, in each case relating to the Processing of Personal Information

including, but not limited to, the Personal Information Protection and Electronic Documents Act (Canada), the Act respecting

the protection of personal information in the private sector (Quebec).

“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 court or other

Governmental Entity.

“Process”, “Processing”

and similar terms means to collect, create, receive, acquire, access, store, maintain, retain, use, analyze, modify, manipulate, handle,

copy, transmit, transfer, disclose, communicate, aggregate, anonymize, de-identify, destroy, erase, or dispose of Personal Information.

“Purchaser” has the meaning

specified in the preamble.

“Real Property” means, collectively,

the Leased Real Property and Owned Real Property, together with all Improvements located thereon.

“Real Property Leases” has

the meaning set forth in paragraph 25(b) of Schedule C.

“Recipient” has the meaning

specified in Section 4.6(1).

“Record Date” means the record

date for the Shareholders entitled to notice of and to vote at the Meeting.

“Regulatory Approval” means

any consent, waiver, permit, exemption, review, order, decision or approval of, any notice to, or any registration and filing with, any

Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity (and any extensions

thereof, including through a timing or other agreement), in each case in connection with the Arrangement and includes the Required Regulatory

Approvals, but excludes the Interim Order, the Final Order and any other approval of the Arrangement by the Court.

“Related Party Contract” has

the meaning set forth in paragraph 20(a) of Schedule C.

“Representative” means, with

respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such

Person or of any of its Subsidiaries or affiliates.

“Required Regulatory Approvals”

means the HSR Clearance, the ICA Approval and the Communications Permit Approvals.

- 18 -

“Required Shareholder Approval”

means the required vote set forth in Section 2.2(b), together with any other vote required under the Interim Order.

“Sanctioned Country” has the

meaning specified in paragraph 27(c) of Schedule C.

“Sanctioned Person” has the

meaning specified in paragraph 27(c) of Schedule C.

“Sanctions” means applicable

economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any applicable Governmental

Entity of (i) the U.S. government, including those administered by OFAC or the U.S. Department of State, (ii) the United Nations

Security Council, the European Union, any European Union member state, or the United Kingdom, or (iii) the Canadian government, including

those administered by Global Affairs Canada, the Minister of Public Safety, the Canada Border Services Agency or the Royal Canadian Mounted

Police.

“SEC” means the United States

Securities and Exchange Commission;

“Section 3(a)(10) Exemption”

has the meaning ascribed thereto in Section 2.3.

“Securities Authority” means

the OSC, any other applicable securities commission or regulatory authority of a province or territory of Canada or any other jurisdiction

with authority in respect of the Corporation and/or its Subsidiaries.

“Securities Laws” means (a) the

Securities Act (Ontario) and any other applicable Canadian provincial or territorial rules, orders, notices, promulgations and

regulations and published policies thereunder, (b) U.S. Securities Laws, and (c) where applicable, the applicable securities laws

and regulations of any other applicable jurisdictions.

“Security Incident” means any:

(i) confirmed loss, damage, theft or unauthorized Processing of Personal Information under the control of or being Processed by the

Corporation or any of its Subsidiaries; (ii) incident or event that compromises or breaches the integrity, availability or security

of Personal Information under the control of or being Processed by the Corporation or any of its Subsidiaries; (iii) incident or

event that triggers any reporting or notification obligation under applicable Privacy Laws; or (iv) ransomware or malware attack,

unauthorized access, entry, use or interference with the Computer Systems under the control of the Corporation or any of its Subsidiaries.

“Securityholders” means, collectively,

the Shareholders and the holders of Incentive Securities.

“SEDAR+” means the System for

Electronic Data Analysis and Retrieval + maintained on behalf of the applicable Securities Authorities.

“Share Consideration” means,

in respect of each Corporation Share, 0.04767 of a Parent Share, as provided in the Plan of Arrangement.

“Shareholders” means the registered

and/or beneficial holders of Corporation Shares, as the context requires.

- 19 -

“Software” means computer software

and programs (both source code and object code form), program files, data files, field and data definitions and relationships, data definition

specifications, data models, program and system logic, program modules, routines and sub-routines, program architecture, algorithms, design

concepts, sequence and organization, screen displays and report layouts, and all associated documentation, the content and information

contained on any web sites, and other materials related to the computer software and programs.

“Special Committee” means the

special committee of the Board consisting solely of independent members of the Board formed in connection with the Arrangement and the

other transactions contemplated by this Agreement.

“Specified Exemptions” has

the meaning specified in Section 4.1(1).

“Subsidiary” means a Person

that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary and for certainty includes, in

the case of the Corporation, Sangoma Technologies Inc., NetFortris (Philippines) Inc., Sangoma US Inc., Sangoma Technologies Private Limited,

Sangoma TechInd Private Limited, Sangoma Technologies Limited, Sangoma Columbia S.A.S., Fonality Pty Ltd., and NetFortris Operating Co.,

Inc.

“Superior Proposal” means any

unsolicited bona fide written Acquisition Proposal from a 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 Purchaser, the Parent

or one or more of their respective affiliates, made after the date hereof to directly or indirectly acquire not less than all of the outstanding

Corporation Shares (other than any Corporation Shares held by the Persons or group of Persons making such Acquisition Proposal) or all

or substantially all of the assets of the Corporation on a consolidated basis that:

(a) complies with Securities Laws and did not result from or involve a material breach of Article 5;

(b) is not subject to any financing condition;

consultation with its financial advisor(s) and external legal counsel, that adequate arrangements have been made in respect of any financing

required to complete such Acquisition Proposal;

(d) is not subject to any due diligence or access condition;

(e) the Board (and any relevant committee thereof) has determined in good faith, after consultation with its

financial advisor(s) and external legal counsel, is reasonably capable of being completed, without undue delay, taking into account all

financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal and their respective

affiliates; and

(f) in respect of which the Board (and any relevant committee thereof) determines, in its good faith judgment,

after consulting with its external legal counsel and financial advisor(s), would, if consummated in accordance with its terms but without

assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders

than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser in writing pursuant

to Section 5.4(2)).

- 20 -

“Superior Proposal Notice”

has the meaning specified in Section 5.4(1)(c).

“Supporting Shareholders” means

the directors and officers of the Corporation.

“Tax Act” means the Income

Tax Act (Canada).

“Tax Returns” means any and

all returns, reports, declarations, disclosures, elections, notices, forms, designations, schedules, attachments, filings, and statements

(including any amendments, schedules, attachments or supplements thereto and estimated tax returns and reports, withholding tax returns

and reports, and information returns and reports) filed or required to be filed in respect of Taxes (whether in tangible, electronic or

other form).

“Taxes” means: (i) any

and all supernational, federal, state, local, provincial, territorial branch or other taxes, duties, fees, excises, premiums, assessments,

imposts, levies and other charges or assessments in the nature of a tax imposed by any Governmental Entity, including those levied on,

or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture,

transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services,

harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property,

health, employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security,

education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment/unemployment

insurance, health insurance, government pension plan premiums or contributions, social security premiums and workers’ compensation

premiums, together with instalments of any such taxes; (ii) all interest, penalties, fines, additions to tax or other additional

amounts imposed by any Governmental Entity on amounts of the type described in clause (i) above or this clause (ii); (iii) any

liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of being a member of

an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the

type described in clauses (i), (ii) or (iii) as a result of any tax sharing or tax allocation agreement, arrangement or understanding

or as a result of any obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any Person,

by contract or otherwise.

“Terminating Party” has the

meaning specified in Section 4.8(3).

“Termination Fee” has the meaning

specified in Section 7.4(2).

“Termination Fee Event” has

the meaning specified in Section 7.4(3).

“Termination Notice” has the

meaning specified in Section 4.8(3).

“Trade Control Laws” has the

meaning specified in paragraph 27(c) of Schedule C.

- 21 -

“Transaction Personal Information”

has the meaning specified in Section 4.6(1).

“Transferor” has the meaning

specified in Section 4.6(1).

“TSX” means the Toronto Stock

Exchange.

“U.S. Exchange Act” means the

United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“U.S. GAAP” has the meaning

specified in Schedule D paragraph 10(c).

“U.S. Securities Act” means

the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

“U.S. Securities Laws” means

the U.S. federal securities laws, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and applicable securities

laws of any state of the United States.

“Voting Support Agreements”

means each support and voting agreement entered into between the Purchaser and each of the Supporting Shareholders.

“wilful breach” means a material

breach that is a consequence of an act undertaken or a failure to act undertaken by the breaching Party with the actual knowledge that

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

1.2 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. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule

by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in

this Agreement.

(b) Currency. All references to dollars, “$” or US$ are references to U.S. dollars.

number also include the plural and vice versa.

(d) Certain Phrases and References, etc. The words “including,” “includes”

and “include” mean “including (or includes or include) without limitation” and “the aggregate of,”

“the total of,” “the sum of,” or a phrase of similar meaning means “the aggregate (or total or sum), without

duplication, of.” Unless stated otherwise, “Article,” “Section,” “subsection”, “paragraph”

and “Schedule” followed by a number or letter mean and refer to the Article, Section, subsection, paragraph or Schedule, respectively,

bearing that designation in 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. The terms “made

available”, “provided” and “delivered” mean copies of the subject materials were included in the Data Room

or otherwise provided in writing to or for review by the Purchaser or any of its affiliates and/or their respective Representatives, by

or on behalf of the Corporation.

- 22 -

(e) Capitalized Terms. All capitalized terms used in any Schedule have the meanings ascribed to them

in this Agreement.

(f) Knowledge. Any reference to the “knowledge” of the Corporation means to the actual

knowledge of Charles Salamah, Adrian Back, Jeremy Wubs, Samantha Reburn, Mark Strachan and Joel Kappes (without personal liability) after

reasonable inquiry, and any reference to the “knowledge” of the Purchaser or the Parent means to the actual knowledge of Ananth

Veluppillai, Scott Yessner and Fred Knopf (without personal liability) after reasonable inquiry.

(g) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations

of an accounting nature in respect of the Corporation and its Subsidiaries that are required to be made shall be made in a manner consistent

with IFRS.

(h) Statutes. Any reference to a statute refers to such statute and all rules, regulations, and binding

guidance made under it, as it or they may have been or may from time to time be amended or re-enacted.

(i) Computation of Time. A period of time is to be computed as beginning on the day following the event

that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00

p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted

to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next

succeeding day which is a Business Day.

(j) Time References. References to time are to local time, Toronto, Ontario.

1.3 Schedules

The schedules attached to this Agreement form

an integral part of this Agreement for all purposes of it.

1.4 Disclosure Letter

For the purpose of this Agreement, it is acknowledged

and agreed that disclosure in any section or subsection of the Disclosure Letter will be deemed disclosed with respect to all Sections

of this Agreement and all other sections or subsections of the Disclosure Letter to the extent the relevance of such disclosure to such

Section or subsection is reasonably apparent on the face of such disclosure. The Disclosure Letter forms an integral part of this Agreement

for all purposes of it.

- 23 -

Article 2

The Arrangement

2.1 Arrangement

The Parties agree that the Arrangement will be

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

2.2 Interim Order

The Corporation shall, as soon as reasonably practicable

after the date of this Agreement, but in any event at a time that permits the Meeting to be held on or before the date specified in Section 2.4(a),

apply to the Court in a manner reasonably acceptable to both the Corporation and the Purchaser pursuant to Section 182 of the OBCA

and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order, which must provide, among

other things:

(a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the 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 Shareholder

Approval”) shall be: (i) the favourable vote of at least two-thirds of the votes cast on such resolution by holders of

Corporation Shares present in person or represented by proxy at the Meeting; and (ii) if required, the favourable vote of a simple

majority of the votes cast on the Arrangement Resolution by holders of Corporation Shares present in person or represented by proxy at

the Meeting, excluding for the purposes of clause (ii), votes attached to Corporation Shares held by persons described in items (a)

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

in the Meeting by virtual means will be deemed to be present at the Meeting;

(d) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as of the record

date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting, as contemplated in the

Plan of Arrangement;

(e) for the notice requirements with respect to the presentation of the application to the Court for the Final

Order;

(f) that the Meeting may be adjourned or postponed from time to time by the Corporation 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 Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or postponement(s)

shall be given by such method as the Board may determine is appropriate in the circumstances;

- 24 -

(g) that the deadline for the submission of proxies by Shareholders for the Meeting shall be forty-eight (48)

hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the Meeting, subject to waiver by the

Corporation in accordance with the terms of this Agreement;

(h) for the fixing or confirmation (as applicable) of the Record Date and that the Record Date will not change

in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law or the Court;

(i) that, subject to the foregoing and any variations prescribed in the Interim Order, in all other respects,

the terms, restrictions and conditions of the Corporation’s Constating Documents, including quorum requirements and all other matters,

shall apply in respect of the Meeting;

(j) that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption and similar exemptions

from applicable Securities Laws of any state of the United States, and with respect to the issuance of the Share Consideration to the

Shareholders pursuant to the Plan of Arrangement, but subject to and conditioned on the Court’s determination that the Arrangement

is substantively and procedurally fair to the Shareholders and based on the Court’s approval of the Arrangement; and

(k) for such other matters as the Corporation or the Purchaser (in each case, with the prior consent of the

other, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require, subject to approval of the Court.

2.3 U.S. Securities Law Matters

The Parties acknowledge the mutual intention that

the Arrangement be carried out in reliance on the exemption from the registration requirements of the U.S. Securities Act provided under

Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) and similar exemptions from applicable

Securities Laws of any state of the United States, such that the Parties shall each use commercially reasonable efforts to ensure that

all Parent Shares be issued to the Shareholders in exchange for their Corporation Shares pursuant to the Plan of Arrangement in reliance

on such exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree to use commercially reasonable

efforts to ensure that the Arrangement be carried out on the following basis:

(a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject

to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption

prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the

Shareholders;

- 25 -

and conditions of the Arrangement to the Shareholders;

(d) Shareholders will be given adequate notice advising them of their right to attend the hearing of the Court

to approve the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information

necessary for them to exercise that right;

(e) the Shareholders will be advised that the Parent Shares issued pursuant to the Arrangement have not been

registered under the U.S. Securities Act and will be issued by the Parent in reliance on the Section 3(a)(10) Exemption;

(f) the Interim Order will specify that each Shareholder will have the right to appear before the Court at

the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time in accordance

with the procedures set out in the Interim Order and in accordance with the requirements of the Section 3(a)(10) Exemption;

(g) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and

conditions of the Arrangement to the Shareholders; and

(h) the Final Order will expressly state that the Arrangement is approved by the Court as being procedurally

and substantively fair to the Shareholders, and the Parties will use commercially reasonable efforts to cause the Final Order Order to

include a statement to substantially the following effect: “[t]his Order shall serve as a basis of a claim to an exemption, pursuant

to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by such

act regarding the distribution of securities pursuant to the Plan of Arrangement.”

2.4 The Meeting

Subject to the terms of this Agreement and receipt

of, and subject to the terms of, the Interim Order, the Corporation shall:

(a) convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s Constating

Documents and Law, as soon as reasonably practicable after the date of this Agreement (and in any event, subject to the Purchaser’s

compliance with Section 2.5(4), on or before December 11, 2026), for the purpose of considering the Arrangement Resolution and for

any other proper purpose as may be set out in the Circular as agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose

the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, such consent not to

be unreasonably withheld, conditioned or delayed except:

(i) in the case of an adjournment, as required for quorum purposes;

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(ii) as required or permitted under Section 4.8(3) [Notice and Cure] or Section 5.4(5) [Superior

Proposal Notice];

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

(iv) for adjournments or postponements for not more than ten (10) Business Days in the aggregate for the purposes

of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution if (x) such requisite approval would

not be expected to be obtained without such adjournment or postponement, and (y) such adjournments and postponements would not result

in the Meeting being held on a date that would prevent the Effective Date from occurring prior to the Outside Date;

(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted

by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by

this Agreement, including, if so requested by the Purchaser, using proxy solicitation services firms acceptable to the Purchaser, acting

reasonably, to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder

that is inconsistent with the Arrangement Resolution, provided that the Corporation shall not be required to continue to solicit proxies

from the Shareholders in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.4(b),

if there has been a Change in Recommendation;

the Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;

(d) consult with the Purchaser in fixing a record date for purposes of determining Shareholders entitled to

receive notice of and vote at the Meeting and the date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser

and its Representatives to attend the Meeting (including by virtual means);

(e) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any

adjournment or postponement of the Meeting unless required by Law or the Interim Order, or with the Purchaser’s written consent;

(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and on a daily basis

on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty,

specifying votes “for” and votes “against” the Arrangement Resolution) received by the Corporation in respect

of the Arrangement Resolution;

(g) (i) promptly advise the Purchaser of any written communication or material verbal communication received

from, or claims brought by (or threatened to be brought by), any Person in opposition to the Arrangement or any written notice of dissent

or purported exercise or withdrawal of Dissent Rights and (ii) provide the Purchaser with an opportunity to review and comment on

any written communication sent by or on behalf of the Corporation to any Shareholder exercising or purporting to exercise Dissent Rights,

and to participate in any negotiations or proceedings with or including such Persons;

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(h) not, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned

or delayed), waive any failure by any holder of Corporation Shares to timely deliver a notice of exercise of Dissent Rights or waive the

deadline for the submission of proxies by Shareholders for the Meeting;

(i) not make any payment or settlement offer, or agree to any payment or settlement, with respect to Dissent

Rights without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); and

(j) at the request of the Purchaser from time to time, acting reasonably, provide the Purchaser with a list

(in electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Corporation Shares,

all as shown on the records of the Corporation as of the date that is not more than five (5) Business Days prior to the date of delivery

of such list, (ii) the names, addresses and holdings of all Persons having rights issued by the Corporation to acquire Corporation

Shares (including holders of Incentive Securities), and (iii) participants and book-based nominee registrants such as CDS & Co.,

and non-objecting beneficial owners of Corporation Shares, together with their addresses and respective holdings of Corporation Shares,

all as can be reasonably obtained by the Corporation using the procedures set forth under Securities Laws.

2.5 The Circular

(1) Subject to the Purchaser’s compliance with Section 2.5(4), the Corporation shall promptly prepare

and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the

Meeting and the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, subject

to the Purchaser’s compliance with Section 2.5(4), as promptly as reasonably practicable after obtaining the Interim Order,

cause the Circular and such other documents to be filed with applicable Securities Authorities and sent to each Shareholder and other

Persons as required by the Interim Order and Law, in each case, so as to permit the Meeting to be held by the deadline specified in Section 2.4(a).

(2) On the date thereof, the Corporation shall ensure that the Circular complies in all material respects

with the Interim Order and applicable Law and does not contain any misrepresentation (except that the Corporation shall not be responsible

for any information included in the Circular relating to the Purchaser and its affiliates that was furnished or approved by the Purchaser

for inclusion in the Circular pursuant to Section 2.5(4)) and contains sufficient detail to permit the Shareholders to form a reasoned

judgment concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, the Circular

must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Special Committee has received the Fairness Opinion

and has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement and that the Shareholders

vote in favour of the Arrangement Resolution; (iii) a statement that the Board has received the Fairness Opinion and has, after receiving

legal and financial advice and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is in

the best interests of the Corporation and the Consideration to be received by Shareholders is fair, from a financial point of view, to

such Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board

Recommendation”); and (iv) a statement that the Supporting Shareholders have entered into Voting Support Agreements, pursuant

to which, and subject to the terms and conditions thereof, they intend to vote all of their Corporation Shares in favour of the Arrangement

Resolution and against any resolutions submitted by any Shareholder that are inconsistent with the Arrangement. The Circular shall also

contain such information as may be reasonably required to allow the Parent to rely upon the Section 3(a)(10) Exemption with respect to

the issuance of the Parent Shares in exchange for Corporation Shares pursuant to the Plan of Arrangement.

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(3) The Corporation shall provide the Purchaser and its external legal counsel a reasonable opportunity to

review and comment on drafts of the Circular and other related documents prior to printing and filing with any Governmental Entity, and

shall give reasonable consideration to any comments made by the Purchaser and its external legal counsel, and agrees that all information

relating solely to the Purchaser or its affiliates, as applicable, that is furnished in writing by or on behalf of the Purchaser for inclusion

in the Circular must be in a form and content satisfactory to the Purchaser, acting reasonably.

(4) The Purchaser shall provide, on a timely basis, in writing to the Corporation all information concerning

the Purchaser and its affiliates, as applicable, that is required by the Interim Order or Law to be included by the Corporation in the

Circular, in any amendments or supplements to such Circular, or in other related documents, and shall ensure that such information does

not contain, or cause the Circular to contain, any misrepresentation.

(5) Each Party shall promptly notify the other Parties if it becomes aware that the Circular or any related

document contains a misrepresentation or otherwise requires an amendment or supplement. In any such event, the Parties shall cooperate

in the preparation of any such amendment or supplement, or such other document and any related news release, as required or appropriate,

and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and,

if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

(6) The Corporation shall promptly: (i) notify the Purchaser upon the receipt of any correspondence from

any Securities Authority or the staff of a Securities Authority, whether written or oral, with respect to the Circular or the Meeting

or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular, the Meeting

or supplements to the Circular; and (ii) provide the Purchaser with copies of all correspondence between the Corporation and its

Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect

to such correspondence.

(7) The Corporation shall respond as promptly as reasonably practicable to any correspondence from any Securities

Authority or the staff of a Securities Authority with respect to the Circular or the Meeting and shall consult with the Purchaser and

its legal counsel prior to submitting a response to any Securities Authority or the staff of a Securities Authority, and shall give reasonable

consideration to any comments made thereon by the Purchaser and its legal counsel.

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2.6 Final Order

If the Interim Order is obtained and the Arrangement

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

to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA

promptly, and in any event, but subject to scheduling availability of the Court, no later than the fifth (5th) Business Day

after the Arrangement Resolution is passed, or within such other period as the Parties may agree, acting reasonably.

2.7 Court Proceedings

Subject to the terms of this Agreement, the Purchaser

shall cooperate with, assist and consent to the Corporation seeking the Interim Order and the Final Order, including by providing to the

Corporation, on a timely basis, any information regarding the Purchaser, the Parent or their respective affiliates, as applicable, as

required to be supplied in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and

the Final Order, in each case subject to Law, the Corporation shall:

(1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the

Final Order;

(2) provide the Purchaser and its external legal counsel with a reasonable opportunity to review and comment

upon drafts of all materials to be filed with, or submitted to, the Court or any Securities Authority in connection with the Arrangement,

including drafts of motions for the Interim Order and Final Order, and give reasonable consideration to all such comments of the Purchaser

and its legal counsel, provided, however, that the Corporation agrees that all information relating solely to the Purchaser and its affiliates

and all information relating solely to the Parent’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in

all such materials must be in a form and content satisfactory to the Purchaser, acting reasonably;

(3) provide external legal counsel to the Purchaser on a timely basis with copies of any notice of appearance,

evidence or other documents served on the Corporation or its external legal counsel in respect of the motion for the Interim Order or

the application for 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;

(4) 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;

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(5) not, unless required to do so under Law, file any materials with the Court in connection with the Arrangement

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

with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that

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

or limits the Purchaser’s or the Parent’s rights, set forth in any such filed or served materials or under this Agreement

or the Arrangement;

(6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this

Agreement;

(7) if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order,

do so only after notice to, and in consultation and cooperation with, the Purchaser; and

(8) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the

motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises

the Corporation of the nature of any such submissions and provides copies to the Corporation of any notice of appearance, motions or other

documents supporting such submissions, reasonably in advance of, and in any event not less than two (2) Business Days prior to, the hearing

and such submissions are consistent with this Agreement and the Plan of Arrangement, and if at any time after the issuance of the Final

Order and prior to the Effective Date, the Corporation 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 after notice to, and in consultation and cooperation with, the Purchaser.

2.8 Treatment of Incentive Securities

(1) The outstanding Incentive Securities shall be treated in accordance with the Plan of Arrangement without

notice to, or the consent or approval of, the holders thereof.

(2) All amounts payable in respect of the Corporation Options, Corporation Legacy Options, Corporation DSUs,

Corporation PSUs and Corporation RSUs pursuant to the Plan of Arrangement shall be paid to the applicable recipient in accordance with

the Plan of Arrangement.

(3) The Parties acknowledge that in respect of any payment made pursuant to the Plan of Arrangement in respect

of a Corporation Option or a Corporation Legacy Option to a holder of Corporation Options or Corporation Legacy Options who is a resident

of Canada or who is employed in Canada (in each case, for purposes of the Tax Act), if the deduction under paragraph 110(1)(d) of

the Tax Act (or any analogous Canadian provincial or territorial tax law) would otherwise be available to such holder of Corporation Options

or Corporation Legacy Options: (a) (i) the Corporation shall timely make an election pursuant to subsection 110(1.1) of the Tax Act

(and any analogous Canadian provincial or territorial tax law) in respect of the cash payments made by the Corporation in exchange for

the surrender and termination of such Corporation Options or Corporation Legacy Options; and (ii) provide evidence in writing of

such election as contemplated by the Tax Act; and (b) no deduction will be claimed in respect of any such payments in respect of which

such an election is made in computing the taxable income under the Tax Act of the Corporation or any Person not dealing at arm’s

length (within the meaning of the Tax Act) with the Corporation.

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2.9 Employee Share Purchase Plan

(1) The Parties acknowledge and agree that all outstanding and issued Corporation Shares subject to the ESPP

shall be subject to the Plan of Arrangement and the holders thereof shall be entitled to receive the Consideration in respect of such

Corporation Shares at the same time and on the same conditions as the other Shareholders pursuant to the Plan of Arrangement.

(2) No later than immediately prior to the date hereof, the Corporation has taken all actions (including obtaining

any necessary determinations and/or resolutions of the Board or a committee thereof and amending the terms of the ESPP) that may be necessary

or required under the ESPP to ensure that, effective as of the date hereof, (i) no new participant may enroll in the ESPP and no

current participant in the ESPP may make any further contributions to the ESPP; (ii) the final purchase of Corporation Shares under

the ESPP (the “Final Purchase”) shall occur as soon as reasonably practicable following the execution of this Agreement;

and (iii) all amounts allocated to each participant’s account under the ESPP were used to purchase whole Corporation Shares

under the terms of the ESPP to complete the Final Purchase and the funds, if any, that remain in each participant’s account after

such purchase on the date hereof will be returned to such participant as soon as reasonably practicable. The Corporation shall issue

all Corporation Shares the Corporation is obligated to issue to each participant under the ESPP for such Final Purchase promptly upon

the close of the Final Purchase (and in any event no later than tenth (10th) Business Day following the date hereof).

(3) The Corporation shall take any and all necessary actions to terminate the ESPP effective as of immediately

prior to the Effective Time and contingent upon the Closing (the “ESPP Termination Time”), and the Purchaser and the

Parent acknowledge and agree that, subject to applicable Laws, the Corporation shall maintain the ESPP, as amended in accordance with

Section 2.9(2), in full force and effect until such time. At least ten (10) Business Days prior to the Effective Time, the Corporation

shall provide the Purchaser with a copy of any and all resolutions or other corporate action (the form and substance of which shall be

subject to prior review and approval by the Purchaser) evidencing that the ESPP will be terminated as of the ESPP Termination Time.

2.10 Articles of Arrangement and Effective Date

(1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall

include the form of the Plan of Arrangement attached to this Agreement as Schedule A and any amendments or variations thereto made in

accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the consent of the Corporation

and the Purchaser, each acting reasonably.

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(2) The closing of the transactions contemplated hereby (the “Closing”), including the

filing of the Articles of Arrangement with the Director, shall occur as soon as reasonably practicable (and in any event not later than

the fifth (5th) Business Day) after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties

in whose favour the condition is stipulated, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot

be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or

Parties in whose favour the condition is stipulated, of those conditions as of the Effective Time), unless another time or date is agreed

to in writing by the Parties, provided that if on the date the Corporation would otherwise be required to file the Articles of Arrangement

pursuant to this Section 2.10(2), a Party has delivered a Termination Notice pursuant to Section 4.8(3), the Corporation shall

not file the Articles of Arrangement until the Breaching Party has cured the breaches of representations, warranties, covenants or other

matters specified in the Termination Notice.

(3) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable

Law, including the OBCA. The closing of the Arrangement will take place on the Effective Date via electronic document exchange (by email

or other electronic means) unless otherwise agreed upon by the Parties.

2.11 Payment of Consideration and Other Amounts

(1) The Purchaser or the Parent shall, following receipt of the Final Order and prior to the filing by the

Corporation of the Articles of Arrangement with the Director in accordance with Section 2.10: (i) deposit or cause to be deposited to

the Depositary, sufficient funds and Parent Shares, to be held in escrow (the terms and conditions of such escrow to be satisfactory to

the Corporation, the Parent and the Purchaser, each acting reasonably) in order to satisfy the aggregate Cash Consideration and Share

Consideration payable to the Shareholders on the Effective Date under the Plan of Arrangement, excluding any such payment in respect of

Corporation Shares for which Dissent Rights have been validly exercised and not withdrawn; (ii) if requested by the Corporation,

provide the Corporation with sufficient funds, as a non-interest bearing loan to the Corporation (on terms and conditions to be agreed

by the Corporation and the Purchaser, acting reasonably), to allow the Corporation to satisfy the Incentive Securities Consideration in

accordance with the Plan of Arrangement (including, for greater certainty, any Taxes required under Law to be withheld and remitted in

respect thereof, which shall reduce the amounts to be paid to such holders); and (iii) if requested by the Corporation to complete

the Credit Facility Termination in accordance with Section 4.14(2), provide the Corporation with sufficient funds, as a non-interest

bearing loan to the Corporation (on terms and conditions to be agreed by the Corporation and the Purchaser, acting reasonably), to effect

the Credit Facility Termination as of the Effective Time.

(2) Following the Effective Time with the Corporation’s next regular payroll date following the Effective

Date, the Corporation shall, and the Purchaser and the Parent shall cause the Corporation to, deliver to each former holder of Incentive

Securities, as reflected on the register maintained by or on behalf of the Corporation in respect of the Incentive Securities, through

the payroll or equity plan management systems of the Corporation and its Subsidiaries and in a manner consistent with how such individuals

otherwise receive payments from the Corporation (or in such other manner as the Corporation and the Purchaser may agree with respect to

the timing and manner of such delivery that is consistent with the Omnibus Equity Incentive Plan or the Legacy Option Plan, as applicable,

and applicable award agreements, but in any event in readily available funds), all amounts required to be paid to the holders of Incentive

Securities in accordance with the Plan of Arrangement (the “Incentive Securities Consideration”), less any Tax withholding

required under applicable Law or in accordance with Section 2.11(2), in respect of such Incentive Securities. The Purchaser and the

Parent shall also cause the Corporation to remit any Taxes withheld under applicable Law or in accordance with Section 2.11(2) and

any other payroll Taxes payable, in each case, in respect of such Incentive Securities, to the appropriate Governmental Entities and within

the time limits permitted by applicable Laws. To the extent that amounts are withheld and remitted to the appropriate Governmental Entity,

such amounts shall be treated for all purposes hereof as having been paid to such holders of Incentive Securities in respect of which

such withholding and remittance was made.

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2.12 Withholding Rights

(1) Notwithstanding anything to the contrary in this Agreement or the Plan of Arrangement, each of the Corporation,

the Purchaser, the Depositary and any other Person that makes a payment in connection with this Agreement or the Plan of Arrangement,

as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct or withhold on their behalf, from any amount

otherwise payable or deliverable to any Person in connection with this Agreement or the Plan of Arrangement (including any amounts payable

to Shareholders exercising Dissent Rights, and dividends and other amounts otherwise payable to any former Shareholders or holders of

Incentive Securities), such amounts as are required or as it reasonably determines are required to be deducted and withheld with respect

to such payment or delivery under the Tax Act or any provision of any other Law in respect of Taxes, and shall timely remit such withheld

amount to the appropriate Governmental Entity. The Purchaser shall use commercially reasonable efforts to provide the Corporation with

advance notice of any amounts it intends to withhold as soon as practicable. Any such amounts deducted or withheld will be treated for

all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made; provided

that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity in accordance with applicable Law.

(2) To the extent that the amount required to be deducted or withheld from any payment to any holder or former

holder of Corporation Shares exceeds the cash component of the Consideration otherwise payable to such holder, the Corporation, the Purchaser,

the Depositary or other Person, as applicable, may sell or otherwise dispose of such portion of the Consideration or other amount otherwise

payable to such holder or former holder in the form of Parent Shares as is necessary to provide sufficient funds (after deducting reasonable

commissions payable and other reasonable costs and expenses) to enable the Corporation, the Purchaser, the Depositary or other Person,

as applicable, to comply with such deduction and/or withholding requirements, and the Corporation, the Purchaser, the Depositary or other

Person, as applicable, shall notify such holder or former holder, as applicable, and timely remit the applicable portion of the net proceeds

of such sale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so

remitted shall be promptly paid to such holder or former holder, as applicable. Any such sale will be made in accordance with applicable

Laws and at prevailing market prices, and the Corporation, the Purchaser, the Depositary or other Person, as applicable, shall not be

under any obligation to obtain a particular price, or indemnify any Person, in respect of a particular price, for the portion of the Parent

Shares or other securities, as applicable, so sold. None of the Corporation, the Purchaser, the Depositary or other Person will be liable

for any loss arising out of any sale arising under this Section 2.12.

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2.13 Guarantee

The Parent hereby, subject to and in accordance

with applicable Law, unconditionally and irrevocably guarantees in favour of the Corporation the due and punctual payment and performance

by the Purchaser of the Purchaser’s obligations hereunder. The obligations and liabilities of the Parent hereunder shall be absolute

and unconditional: (1) irrespective of any amendment, release, discharge or waiver of, or any consent to departure from or any extension

of time, indulgence, compromise or dealing in respect of any of the guaranteed liabilities or obligations; and (2) irrespective of any

amalgamation, merger or reorganization of the Parent or Purchaser, including any such reorganization occurring by means of the insolvency

or bankruptcy of the Purchaser. The guarantee herein provided is an absolute, unconditional, continuing guarantee of payment and performance

and not of collectability, is in no way conditioned upon any attempt to collect from the Purchaser or upon any other event or contingency,

and shall be binding upon and enforceable against the Parent without regard to the genuineness, regularity, validity, legality or enforceability

of this Agreement or of any term hereof or the lack of power or authority of any Party to enter into the same. The guarantee herein provided

shall survive in full force and effect until all such obligations guaranteed by this Section 2.13 have been performed (and, if applicable,

paid) in accordance with the terms of this Agreement. The Parent hereby agrees that the Corporation shall not be required to proceed first

against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent

agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Parent hereby unconditionally

and irrevocably waives any right to revoke the guarantee given in this Section 2.13 and acknowledges that such guarantee is continuing

in nature and applies to all presently existing and future obligations of the Purchaser under this Agreement.

Article 3

Representations and Warranties

3.1 Representations and Warranties of the Corporation

(1) Except as disclosed in the Disclosure Letter or, in the case of the representations and warranties contained

in paragraphs 18 [Financial Statements] and 19 [Absence of Certain Changes], in the Financial Statements (or the associated

management’s discussion & analysis) made prior to the date hereof (excluding any language and any disclosures set forth in any

“risk factor” section or market risk section, in any section relating to forward looking statements and any other similar

disclosures contained in such documents that are predictive, cautionary or forward-looking in nature), the Corporation hereby represents

and warrants to the Purchaser and the Parent as set forth in Schedule C and acknowledges and agrees that the Purchaser and the Parent

are relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the

Arrangement.

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(2) Except for the representations and warranties set forth in this Agreement, neither the Corporation nor

any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the

Corporation and its Subsidiaries. In particular, without limiting the foregoing disclaimer, except for the representations and warranties

made by the Corporation in this Agreement, as set forth in Section 3.1(1), neither the Corporation nor any other Person makes or

has made any representation or warranty to the Purchaser, the Parent, their respective affiliates, or any of their respective Representatives,

with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Corporation

or any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made

available to the Purchaser, the Parent, their respective affiliates, or any of their respective Representatives in the course of their

due diligence investigation of the Corporation or any of its Subsidiaries, the negotiation of this Agreement or the consummation of the

Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or correctness thereof, and

neither the Corporation nor any other Person will have liability to the Purchaser, its affiliates, or any of its Representatives or any

other Person in respect of such information, including any subsequent use of such information.

(3) The representations and warranties of the Corporation 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.

3.2 Representations and Warranties of the Purchaser and the Parent

(1) Except, in the case of the representations and warranties contained in paragraphs 10(c) to (h) [Parent

Filings] and 11 [Absence of Certain Changes], as disclosed in the Parent Financial Statements (or the associated management’s

discussion & analysis) made prior to the date hereof (excluding any language and any disclosures set forth in any “risk factor”

section or market risk section, in any section relating to forward looking statements and any other similar disclosures contained in such

documents that are predictive, cautionary or forward-looking in nature), the Purchaser and the Parent hereby jointly and severally represent

and warrant to the Corporation as set forth in Schedule D and acknowledge and agree that the Corporation is relying upon such representations

and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

(2) Except for the representations and warranties set forth in this Agreement, none of the Purchaser, the

Parent or any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf

of the Purchaser or the Parent.

(3) The representations and warranties of the Purchaser and the Parent 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.

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Article 4

Covenants

4.1 Conduct of Business of the Corporation

(1) The Corporation

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, the Corporation

shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course in all material

respects and use commercially reasonable efforts to maintain and preserve intact, in all material respects,

the current business organization, goodwill and assets of the Corporation and its Subsidiaries (taken

as a whole) and relationships with the Corporation Service Providers (as a group), except, in each case,

(a) as required, permitted or contemplated by this Agreement, (b) as required by Law or any

order or directive of a Governmental Entity, (c) with the prior written consent of the Purchaser

(such consent not to be unreasonably withheld, delayed or conditioned) or (d) as set out in Section 4.1

of the Disclosure Letter (clauses (a) to (d) collectively, the “Specified Exemptions”).

(2) Without limiting

the generality of the foregoing Section 4.1(1), the Corporation 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 pursuant to the Specified Exemptions,

the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly:

(a) amend

its Constating Documents;

(b) split,

combine or reclassify the terms of any securities of the Corporation or any of its Subsidiaries;

set aside or pay any dividend or other distribution or make any payment (whether in cash,

shares or property or any combination thereof) in respect of securities of the Corporation

or its Subsidiaries, except as set out in Section 4.1(2) of the Disclosure Letter;

(d) redeem,

repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire, any

of its securities other than in connection with the settlement of any outstanding Incentive

Securities, including in connection with withholding to satisfy the exercise price and/or

tax obligations with respect to outstanding Incentive Securities;

(e) adopt

a plan of liquidation or resolution providing for its liquidation or dissolution or complete

any liquidation or dissolution except between or among two or more wholly-owned Subsidiaries

of the Corporation or between or among the Corporation and one or more of its wholly-owned

Subsidiaries;

- 37 -

(f) enter

into, or resolve to enter into, any agreement that has the effect of creating a joint venture,

partnership, shareholders’ agreement or similar relationship between the Corporation

or any of its Subsidiaries, on the one hand, and another Person that is not the Corporation

or any of its Subsidiaries, on the other hand;

(g) issue,

grant, deliver, sell, pledge or otherwise encumber (other than in respect of Permitted Liens),

or authorize the issuance, grant, delivery, sale, pledge or other encumbrance (other than

in respect of Permitted Liens) any securities of the Corporation or its Subsidiaries or any

options, warrants, equity or equity-based awards or other similar rights exercisable or exchangeable

for or convertible into, or otherwise evidencing a right to acquire such securities or other

equity or voting interests, or any stock or equity appreciation rights, phantom equity awards

or any rights that are linked to the price or the value of the Corporation Shares or any

other securities of the Corporation or its Subsidiaries, except for (i) the issuance

of dividend equivalents in respect of Incentive Securities outstanding on the date of this

Agreement in accordance with the terms of the Omnibus Equity Incentive Plan or the Legacy

Option Plan, as applicable, and any applicable award agreement, (ii) the issuance of

Corporation Shares issuable pursuant to the exercise or settlement of Incentive Securities

outstanding as of the date hereof or granted in accordance with clause (i), in each

case in accordance with the terms of the Omnibus Equity Incentive Plan or the Legacy Option

Plan, as applicable, and an applicable award agreement, (iii) the issuance of Shares pursuant

to the Final Purchase under the ESPP, or (iv) the issuance of any shares in the capital

of any wholly-owned Subsidiary of the Corporation to the Corporation or any other wholly-owned

Subsidiary of the Corporation;

(h) reorganize,

merge, restructure, consolidate, combine or amalgamate with any Person;

(i) acquire

(by merger, amalgamation, consolidation, acquisition of securities, assets or otherwise),

directly or indirectly, in one transaction or in a series of transactions, (i) any businesses,

enterprises or properties or (ii) any assets or interests, in each case having a value,

on a per transaction basis, in excess of $250,000;

(j) reduce

the stated capital of any shares in the capital of the Corporation;

(k) sell,

pledge, hypothecate, lease, license, sell and lease back, mortgage, surrender or encumber

(other than in respect of Permitted Liens) or otherwise transfer or dispose of, directly

or indirectly, any of its assets, securities, properties, interests or businesses, except

(i) in the Ordinary Course, (ii) for transaction consideration of not more than

$250,000 on a per transaction basis, or (iii) in relation to internal transactions solely

involving the Corporation and its wholly-owned Subsidiaries or solely among such wholly-owned

Subsidiaries;

(l) other

than in the Ordinary Course, sell, assign, transfer, abandon, lease, pledge, permit to lapse

or expire, license or sublicense, subject to any Lien (other than Permitted Liens), or otherwise

dispose of any material Intellectual Property, other than the expiration of any Corporation

Registered Intellectual Property at the end of its maximum statutory term;

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(m) create

or incur any Lien (other than Permitted Liens) on any properties and/or assets of the Corporation

or any of its Subsidiaries;

(n) prepay

any long-term indebtedness before its scheduled maturity or increase, create, incur, assume

or otherwise become liable for any indebtedness for borrowed money or guarantees thereof,

other than in connection with (i) indebtedness owing by one wholly-owned Subsidiary

of the Corporation to the Corporation or another wholly-owned Subsidiary of the Corporation

or by the Corporation to another wholly-owned Subsidiary of the Corporation, (ii) advances

in the Ordinary Course or repayments under the Corporation’s or any of its Subsidiaries’

existing credit facilities, including the Credit Facility, (iii) in connection with

any leasing arrangements in respect of equipment entered into in the Ordinary Course, (iv) in

connection with the refinancing, renewal, replacement, extension or refund of any indebtedness

outstanding on the date hereof (including indebtedness incurred to repay or refinance related

fees, expenses, premiums and accrued interest), or (v) indebtedness incurred in the

Ordinary Course not in excess of $250,000 on a per transaction basis;

(o) commence,

waive, release, assign, settle or compromise any Proceeding (other than insured claims)

relating to the assets or the business of the Corporation or any of its Subsidiaries, in

excess of an aggregate amount of $100,000, after deduction of any amounts paid or payable

to the Corporation or that are otherwise recoverable under any insurance policy of the Corporation,

or which would reasonably be expected to impede, prevent or materially delay the consummation

of the transactions contemplated by this Agreement;

(p) except

in the Ordinary Course, make any loan or advance to, or any capital contribution or investment

in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations

of, any Person, other than in favour of (i) the Corporation and any wholly-owned Subsidiary

of the Corporation, or (ii) any Person in which the Corporation or any of its wholly-owned

Subsidiaries already holds an interest, if such loan, advance, capital contribution or investment

is required under a joint venture, shareholders’ agreement, or any other similar contract

in effect as of the date hereof;

(q) except

in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps,

hedges, derivatives, forward sale contracts or similar financial instruments;

(r) make

any material change in the Corporation’s or its Subsidiaries’ methods of accounting,

except as required by applicable Law, pursuant to written instructions, comments or orders

of a Securities Authority or as required by IFRS;

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(s) except

as required by Law or as required by the terms of an Employee Plan, Labour Agreement or Contract

with a Corporation Service Provider in existence as of the date hereof, (i) grant, increase,

decrease or otherwise amend any compensation, payment, award, remuneration or other benefit

payable to, or for the benefit of any Corporation Service Provider whose annual base compensation

is equal to or greater than $200,000; (ii) grant, materially increase or decrease or otherwise

change any compensation, payment, award, remuneration or other benefit payable to, or for

the benefit of any Corporation Service Provider whose annual base compensation is less than

$200,000, except in the Ordinary Course; (iii) hire or engage any Person as an employee

or service provider, or furlough, temporarily lay off or terminate (other than for cause)

the employment or service of any Corporation Service Providers whose annual base cash compensation

is in excess of $200,000; (iv) grant any new rights of retention, severance or termination

pay, or any change of control award to, or enter into any new employment agreement, with

any existing Corporation Service Provider; (v) implement or announce any employee layoffs,

furloughs, reductions-in-force, plant closings, material reductions in compensation or other

similar actions; or (vi) take or propose any action to effect any of the foregoing;

(t) except

as required by Law, the terms of an Employee Plan, Labour Agreement or Contract with a Corporation

Service Provider in existence as of the date hereof and that has been disclosed to the Purchaser:

(i) adopt, establish, commence participation in or enter into any Employee Plan, including

any plan, program, policy, agreement or arrangement that would be an Employee Plan if in

effect on the date hereof, or modify, amend or terminate any Employee Plan; (ii) make

any loan to any Corporation Service Provider; (iii) intentionally waive or release any

non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement or

other restrictive covenant obligation of any current or former Corporation Service Provider;

or (iv) take or propose any action to effect any of the foregoing;

(u) amend

or modify, or terminate or waive any material right under, any Material Contract, or enter

into any Contract that would be a Material Contract if in effect on the date hereof;

(v) enter

into any Contract that would result in the payment by the Corporation or any of its Subsidiaries

of a finder’s fee, success fee or other similar fee in connection with the Arrangement

or transactions contemplated by the Arrangement, provided that the foregoing shall not prohibit

the Corporation from entering into an agreement with any dealer and proxy solicitation services

firm for purposes of soliciting proxies in connection with the Arrangement as contemplated

by Section 2.4(b);

(w) except

in the Ordinary Course, (A) make, rescind or amend any material Tax election or designation,

(B) settle or compromise any material Tax claim, assessment, reassessment or liability, (C)

amend any Tax Return in any material respect, (D) extend or waive the statute of limitations

relating to any Taxes, (E) enter into any Tax sharing, Tax allocation, Tax indemnification

or similar agreement, (F) make a request for a Tax ruling to any Governmental Entity, (G)

enter into any agreement with a Governmental Entity with respect to Taxes, (H) surrender

any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund,

or (I) amend or change in any respect any of its methods of reporting income, deductions

or accounting for income or other Tax purposes (including its transfer pricing policies);

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(x) except

in the Ordinary Course, modify, extend, terminate, or enter into any Labour Agreement, or

recognize or certify any labour union or similar labour organization for purposes of collective

bargaining;

(y) except

as contemplated in Section 4.9, amend, modify or terminate any material insurance (or

material re-insurance) policy of the Corporation or any of its Subsidiaries in effect on

the date of this Agreement, unless simultaneously with any 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 policy 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;

(z) take

any action or fail to take any action which action or failure to act would, or would reasonably

be expected to, result in the loss or expiration of any Authorizations material to the Corporation

and its Subsidiaries taken as a whole, or fail to pursue with commercially reasonable due

diligence any pending applications to any Governmental Entities for such Authorizations;

(aa) other

than in the Ordinary Course, waive, release, abandon, let lapse, grant or transfer any material

right under, or amend, modify or change in any material respect, any existing material license

or right to use the Intellectual Property of a third party;

(bb) make

any capital expenditure or commitment to do so which individually or in the aggregate exceeds

$250,000, other than in accordance with a capital expenditure budget approved by the Board,

a copy of which has been provided to the Purchaser prior to the date hereof;

(cc) make

any “investment” (within the meaning of subsection 212.3(10) of the Tax

Act) in a corporation that is a “foreign affiliate” (within the meaning of the

Tax Act) of the Corporation or such Subsidiary, other than in the Ordinary Course and consistent

with past practice and other than investments which qualify as pertinent loans or indebtedness

(as defined in subsection 212.3(11) of the Tax Act) unless that the Corporation first

provides prior notice of such investment to the Purchaser and reasonably consults with the

Purchaser as to the form and manner of such investment; or

(dd) authorize,

agree, resolve or otherwise commit to do any of the foregoing.

- 41 -

Nothing

contained in this Agreement will give the Purchaser or the Parent, directly or indirectly, the right to direct, control or materially

influence the Corporation’s business and operations prior to the Effective Date. Prior to the Effective Date, the Corporation will

exercise, consistent with the terms of this Agreement, complete control and supervision over its business and operations. Nothing in

this Agreement, including any of the restrictions set forth in this Section 4.1(2), will be interpreted in such a way as to place

any Party in violation of applicable Law.

4.2 Covenants of the Corporation Regarding

the Arrangement

(1) The Corporation

shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by it or

its Subsidiaries under this Agreement, cooperate with the Purchaser and the Parent in connection therewith,

and shall use its commercially reasonable efforts to perform all such other actions as may be necessary

or advisable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement

and, without limiting the generality of the foregoing, the Corporation shall, and shall cause its Subsidiaries

to (other than in connection with (x) obtaining the Regulatory Approvals (which shall be governed by

Section 4.4) and (y) with respect to the Debt Financing, which shall be governed by the provisions

of Section 4.14):

(a) use

its commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1

and Section 6.2 and carry out the terms of the Interim Order and Final Order applicable

to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries

with respect to this Agreement or the Arrangement;

(b) use

its commercially reasonable efforts to provide, obtain and maintain all third party or other

notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments

or confirmations that are (i) necessary or required under any Material Contracts in

order to maintain the Material Contracts in full force and effect following completion of

the Arrangement; or (ii) otherwise reasonably requested by the Purchaser in connection

with the transactions contemplated by this Agreement, in each case, on terms that are satisfactory

to the Purchaser, acting reasonably and without paying, and without committing itself or

the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation

without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser

that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or

confirmation shall be a condition to the closing of the Arrangement, except to the extent

provided for in Article 6);

its commercially reasonable efforts to effect all necessary registrations, filings and submissions

of information required by Governmental Entities from the Corporation and its Subsidiaries

relating to the Arrangement (it being expressly agreed by the Purchaser that no such consent,

waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be

a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(d) use

its commercially reasonable efforts to, upon reasonable consultation with the Purchaser,

oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling

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 or any of

its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their

directors or officers challenging the Arrangement or this Agreement (it being expressly agreed

by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement,

amendment or confirmation shall be a condition to the closing of the Arrangement, except

to the extent provided for in Article 6);

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(e) use

its commercially reasonable efforts not to take any action, to refrain from taking any action,

or not permit any action to be taken or not taken, which is inconsistent with this Agreement

or the Arrangement or which would reasonably be expected to prevent, materially delay or

otherwise impede the consummation of the Arrangement or the transactions contemplated by

this Agreement, other than as permitted under this Agreement; and

(f) use

its commercially reasonable efforts to obtain resignations and mutual releases (in a form

satisfactory to the Parties, acting reasonably) from each of the directors of the Corporation

and its wholly-owned Subsidiaries, the Corporation’s nominated directors on the boards

of directors (or equivalent body) of each of its non-wholly owned Subsidiaries (in each case,

to the extent requested by the Purchaser), and, to the extent requested by the Purchaser,

each officer of the Corporation and its wholly-owned Subsidiaries, causing them to be replaced

by Persons nominated by the Purchaser effective as at the Effective Time.

(2) The Corporation

shall promptly notify the Purchaser of:

(a) any

Material Adverse Effect occurring or otherwise discovered by the Corporation after the date

hereof;

(b) 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 is required

in connection with this Agreement or the Arrangement;

prohibited by Law, any notice or other communication from any Governmental Entity (other

than in connection with the Regulatory Approvals, which shall be governed by the provisions

of Section 4.4) in connection with this Agreement or the transactions contemplated by

this Agreement (and the Corporation shall contemporaneously provide a copy of any such written

notice or communication to the Purchaser); and

(d) any

Proceedings commenced or, to the knowledge of the Corporation, threatened against the Corporation

or its Subsidiaries or affecting their assets that, if pending on the date of this Agreement,

would have been required to have been disclosed pursuant to paragraph 17 of Schedule C

or that relate to this Agreement or the Arrangement (provided that matters relating to the

Regulatory Approvals shall be governed by the provisions of Section 4.4).

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4.3 Covenants of the Purchaser and the Parent

Regarding the Arrangement

(1) Each of the

Purchaser and the Parent shall perform all obligations required to be performed by it under this Agreement,

cooperate with the Corporation in connection therewith, and shall use its commercially reasonable efforts

to perform all such other actions as may be necessary or advisable in order to consummate and make effective,

as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing,

each of the Purchaser and the Parent shall (other than in connection with obtaining the Regulatory Approvals,

which shall be governed by the provisions of Section 4.4):

(a) use

its commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1

and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable

to them and comply promptly with all requirements imposed by Law on it with respect to this

Agreement or the Arrangement;

(b) co-operate

with the Corporation in connection with, and use its commercially reasonable efforts to provide,

obtain and maintain all third party or other notices, consents, waivers, permits, exemptions,

orders, approvals, agreements, amendments or confirmations that are (i) necessary or

required under any Material Contracts in order to maintain the Material Contracts in full

force and effect following completion of the Arrangement; or (ii) otherwise reasonably

requested by the Corporation in connection with the Corporation’s obligations under

Section 4.2(1)(b), in each case, on terms that are satisfactory to the Purchaser, acting

reasonably and without paying, and without committing the Purchaser, the Parent or the Corporation

to pay, any consideration or incurring any liability or obligation that is not conditioned

on consummation of the Arrangement (it being expressly agreed by the Corporation that no

such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation

shall be a condition to the closing of the Arrangement, except to the extent provided for

in Article 6);

its commercially reasonable efforts to effect all necessary registrations, filings and submissions

of information required by Governmental Entities from them relating to the Arrangement or

the transactions contemplated by this Agreement (it being expressly agreed by the Corporation

that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or

confirmation shall be a condition to the closing of the Arrangement, except to the extent

provided for in Article 6);

(d) use

its commercially reasonable efforts, upon reasonable consultation with the Corporation, to

oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling

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 they are a

party to or brought against them or their respective directors or officers and challenging

the Arrangement or this Agreement (it being expressly agreed by the Corporation that no such

consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation

shall be a condition to the closing of the Arrangement, except to the extent provided for

in Article 6);

- 44 -

(e) use

commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available

for the issuance of the Parent Shares to the Shareholders in exchange for their Corporation

Shares pursuant to the Plan of Arrangement; and

(f) use

its commercially reasonable efforts not to take any action, to refrain from taking any action,

or not permit any action to be taken or not taken, which is inconsistent with this Agreement

or the Arrangement or which would reasonably be expected to prevent, materially delay or

otherwise impede the consummation of the Arrangement or the transactions contemplated by

this Agreement, other than as permitted under this Agreement.

(2) The Purchaser

and the Parent shall promptly notify the Corporation of:

(a) 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 is required

in connection with this Agreement or the Arrangement;

(b) unless

prohibited by Law, any notice or other communication from any Governmental Entity (other

than in connection with the Regulatory Approvals, which shall be governed by the provisions

of Section 4.4) in connection with this Agreement or the transactions contemplated by

this Agreement (and, subject to Law, the Purchaser shall contemporaneously provide a copy

of any such written notice or communication to the Corporation); and

Proceedings commenced or, to the knowledge of the Purchaser or the Parent, threatened against

the Purchaser or the Parent or affecting their respective assets that relate to this Agreement

or the Arrangement, in each case to the extent that such Proceeding would reasonably be expected

to impair, impede, materially delay or prevent the Purchaser or the Parent from performing

its obligations under this Agreement (provided that matters relating to the Required Regulatory

Approvals shall be governed by the provisions of Section 4.4).

4.4 Regulatory Approvals

(1) Each Party

shall use its reasonable best efforts to obtain, or cause to be obtained, as promptly as possible,

all Regulatory Approvals that may be or become necessary for its execution and delivery of this

Agreement and the performance of its obligations under this Agreement. Each Party shall cooperate

fully with the other Party and its affiliates to the extent reasonably required in seeking to promptly

obtain all consents or Authorizations, including the Regulatory Approvals, from the applicable

Governmental Entities. Without limiting the generality of the foregoing:

(a) in

the case of the HSR Clearance, each of the Parties shall make an appropriate filing of a

Notification and Report Form pursuant to the HSR Act as promptly as practicable, and in any

event on or before October 2, 2026;

- 45 -

(b) in

the case of the ICA Approval, the Purchaser shall file a notification of the Arrangement

under the Investment Canada Act as promptly as practicable, and in any event on or before

October 2, 2026.

the case of the Communications Permit Approvals, the relevant Party or Parties shall make

the filings identified in Schedule 4.4 of the Disclosure Letter as promptly as practicable,

and in any event on or before October 2, 2026; and

(d) in

the case of any other Regulatory Approvals, each of the Parties shall make all required notifications,

applications or filings, initially in draft form if required or advisable, as promptly as

practicable, and in any event on or before October 9, 2026, except for the post-closing notifications

identified in Schedule 4.4 of the Disclosure Letter, which shall be timely filed following

Closing.

(2) The Parties

shall cooperate and coordinate with one another in connection with all steps required to obtain

the Regulatory Approvals, including by providing or submitting as promptly as practicable all submissions,

documentation and information that are required or advisable in connection with obtaining the Regulatory

Approvals. Without limiting the generality of the foregoing:

(a) no

Party shall extend or consent to any extension of any applicable waiting or review period

or enter into any agreement with a Governmental Entity not to consummate the transactions

contemplated by this Agreement until a time that is later than the Outside Date, except upon

the prior written consent of the other Party (which consent can be withheld by the other

Party for any reason), provided, however, that the foregoing shall not prohibit Purchaser,

after consulting in advance with the Corporation, from withdrawing and refiling the HSR Act

filings if Purchaser determines that taking such action would enhance the likelihood of obtaining

HSR Clearance; and

(b) with

respect to any other information request from a Governmental Entity in connection with the

Regulatory Approvals, the Party or Parties receiving the request shall, and shall cause their

affiliates to, use their reasonable best efforts to respond to such information request as

promptly as is practicable.

(3) The Parties

shall cooperate with and keep one another fully informed as to the status of and the processes

and proceedings relating to obtaining the Regulatory Approvals. In furtherance and not in limitation

of the foregoing, each Party:

(a) shall

promptly and in any event within one (1) Business Day notify each other of any substantive

communication from and meetings with any Governmental Entity in respect of the Arrangement,

this Agreement or the transactions contemplated hereby, including the satisfaction of any

of the Regulatory Approvals, and shall exchange, to the extent practicable, sufficiently

in advance of finalization to allow the other Party to make suggestions or requests, drafts

of all submissions, material correspondence (including emails), filings, notifications, presentations,

applications, or other documents made or submitted to or filed with any Governmental Entity

in respect of the Arrangement, this Agreement or the transactions contemplated hereby;

- 46 -

(b) will

consider in good faith any suggestions or requests made by the other Party and their counsel

and will provide the other Party and their counsel with final copies of all such submissions,

material correspondence (including emails), filings (other than any required filings under

the HSR Act), notifications, presentations, applications, and other documents, and all pre-existing

business records or other documents, submitted to or filed with any Governmental Entity in

respect of the Arrangement, this Agreement or the transactions contemplated hereby, provided,

however, no solicitor-client privilege is undermined or otherwise affected as a result of

such exchange of information and that competitively sensitive information may be provided

only to the external legal counsel and external experts of the other Party; and

Parties will provide copies of all material written (including email) communications from

any Governmental Entity on a timely basis and in any event within one (1) Business Day, and,

to the extent practicable and not prohibited by such Governmental Entity, will not participate

in material communications or meetings without giving the other Parties and their counsel

the opportunity to participate therein, except (i) to the extent that competitively sensitive

information may be discussed, in which case the Parties will allow external legal counsel

for the other Parties to participate or (ii) to the extent that the applicable Governmental

Entity expressly prohibits the participation of the other Party or its counsel, in which

case the participating Party shall promptly provide the other Party with a summary of the

substance of such communication or meeting to the extent permitted by such Governmental Entity.

(4) Notwithstanding

anything else in this Agreement, neither the Purchaser nor the Parent shall be required to commence,

defend, appeal or otherwise participate in any litigation or other proceeding challenging any action

by a Governmental Entity with respect to the Agreement or the transactions contemplated by this

Agreement, or to propose, negotiate or agree to or effect by undertaking, consent agreement, hold

separate agreement or otherwise: (a) the sale, divestiture, licensing or disposition of all

or any part of the businesses or assets of the Purchaser, the Parent, the Corporation or any of

their respective affiliates, (b) the termination of any existing contractual rights, relationships

or obligations of the Purchaser, the Parent, the Corporation or any of their respective affiliates

or the entry into or amendment of any licensing or contractual arrangements of the Purchaser, the

Parent, the Corporation or any of their respective affiliates or (c) the taking of any action

that, after consummation of the Arrangement and the transactions contemplated by this Agreement,

would limit the freedom of action of, or impose any other requirement on the Purchaser, the Parent,

the Corporation or any of their respective affiliates. For greater certainty, the Purchaser, acting

reasonably, shall decide whether or not any terms, conditions or undertakings imposed or required

by the Minister or Governer in Council, as applicable, are acceptable to the Purchaser for the

purposes of obtaining ICA Approval.

- 47 -

(5) The Parties

shall jointly devise and implement the strategy for obtaining the Regulatory Approvals or any filing,

investigation or other inquiry relating to the transactions that are the subject of this Agreement.

Notwithstanding the foregoing, however, in the event of a disagreement following good faith discussions

between the Parties regarding such strategy, and taking the Corporation’s views into consideration,

the Purchaser shall be entitled to make the final decision on the strategy, subject to the Purchaser’s

compliance with its obligations under this Section 4.4.

(6) The Purchaser

shall not, and shall cause its affiliates to not, enter into any merger, acquisition, joint venture

or similar transaction that would reasonably be expected to prevent or materially delay the obtaining

of any Regulatory Approval or otherwise prevent or materially delay the consummation of the transactions

contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 4.4(6) shall

restrict or prevent B. Riley Securities, Inc. from engaging in capital markets, investment banking,

advisory, underwriting, market-making, brokerage, trading or investment activities, in each case,

so long as such activities are not undertaken at the direction of the Purchaser or the Parent for

the purpose of circumventing the restrictions set forth in this Section 4.4(6).

(7) The Purchaser

shall be solely responsible for the payment of all filing fees and applicable Taxes payable in

respect of any application, notification or other filing pursuant to this Section 4.4. Each

Party shall be responsible for any legal fees it incurs in connection with such filings.

4.5 Access to Information; Confidentiality

(1) From the

date hereof until the earlier of the Effective Time and the termination of this Agreement, subject

to Law and the terms of any existing Contract, the Corporation shall, and shall cause its

Subsidiaries to give to the Purchaser, the Parent and their respective Representatives, upon reasonable

notice and during normal business hours, reasonable access to its and its Subsidiaries’ books

and records (including continuing access to the Data Room), premises, management personnel, Contracts

and financial and operating data or other information with respect to the assets or business of

the Corporation or its Subsidiaries as the Purchaser, the Parent or their respective Representatives

may from time to time reasonably request, in each case to the extent reasonably necessary in connection

with the consummation of the transactions contemplated by this Agreement and/or for integration

planning purposes (other than any of the foregoing that relate to the consideration, negotiation

and execution of this Agreement, the process that led to the negotiation and execution of this

Agreement or, subject to the disclosure requirements set forth in Section 5.2, any Acquisition

Proposal), so long as the access does not unduly interfere with the conduct of the business of

the Corporation or its Subsidiaries, provided that, notwithstanding the foregoing, the Corporation

may redact the names of any clients or customers prior to providing such books and records to the

Purchaser or the Parent.

(2) This Section 4.5

shall not require the Corporation or its Subsidiaries to permit any access, or to disclose any

information that in the reasonable good faith judgment of the Corporation, after consultation with

external legal counsel, is likely to result in the breach of any Contract, any violation of any

Law, cause any privilege (including solicitor-client privilege) that the Corporation or its Subsidiaries

would be entitled to assert to be undermined with respect to such information, is commercially

sensitive information, or relates to trade secrets, provided that, the Parties shall cooperate

in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably

(in the good faith belief of such disclosing Party, after consultation with counsel) be managed

in a manner compliant with any applicable Laws through the use of customary “clean-room”

or other arrangements reasonably acceptable, and not unduly burdensome, to the Corporation. Investigations

made by or on behalf of the Purchaser and its affiliates, whether under this Section 4.5 or

otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty

made by the Corporation in this Agreement.

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(3) The Purchaser

and the Parent acknowledge that all information furnished to the Purchaser, the Parent or their

respective Representatives in connection with the transactions contemplated by this Agreement or

pursuant to the terms of this Agreement, including any information provided under this Section 4.5,

is subject to the terms of the Confidentiality Agreement. Without limiting the generality of the

foregoing, the Purchaser and the Parent acknowledge and agrees that the Disclosure Letter and all

information contained in it is confidential and is subject to the terms of the Confidentiality

Agreement.

4.6 Privacy Matters

(1) For the

purposes of this Section 4.6, “Transaction Personal Information” means

the Personal Information transferred, disclosed or conveyed to one Party or any of its representatives

or agents (a “Recipient”) by or on behalf of another Party (a “Transferor”)

as a result of or in conjunction with the Arrangement, and includes all such Personal Information

transferred, disclosed or conveyed to the Recipient prior to the execution of this Agreement.

(2) Each Transferor

acknowledges and confirms that it will take measures to ensure that the transfer, disclosure, communication

or conveyance of Transaction Personal Information is limited to what is necessary for the purposes

of determining if the Parties shall proceed with the Arrangement and, if the determination is made

to proceed with the Arrangement, to carry on the business and complete the Arrangement.

(3) The Recipient

shall not take any action that causes the Transferor to be in breach of its obligations under any

Privacy Laws. In addition to its other obligations hereunder, the Recipient covenants and agrees

to, prior to the completion of the Arrangement:

(a) collect,

use, disclose, and otherwise Process the Transaction Personal Information solely for the

purpose of reviewing, determining whether to proceed with and completing the Arrangement;

(b) where

required by Privacy Laws, not communicate Transaction Personal Information without the consent

of the individual concerned, unless authorized to do so by the Privacy Laws;

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and safeguard the confidentiality, security, and integrity of the Transaction Personal Information

using security safeguards appropriate to the sensitivity of the Transaction Personal Information

in accordance with applicable Privacy Laws; and

(d) within

a reasonable time, return to the Transferor or destroy the Transaction Personal Information,

at the option of the Transferor, should the Arrangement not be completed or as otherwise

required by Law.

(4) Should

the Arrangement be completed, in addition to its other obligations hereunder, the Recipient covenants

and agrees to, following the completion of the Arrangement:

(a) use,

disclose, and otherwise Process the Transaction Personal Information solely for the purposes

for which the information was collected, permitted to be used or disclosed before the Arrangement

was completed, unless the Recipient provides notice and/or obtains consent and/or is otherwise

permitted to do so, in each case, in accordance with applicable Law (including Privacy Laws),

to use or disclose the Transaction Personal Information for other purposes, or the use or

disclosure of the Transaction Personal Information is otherwise required or permitted by

applicable Law;

(b) protect

the Transaction Personal Information with security safeguards appropriate to its sensitivity

in accordance with applicable Privacy Laws;

effect to withdrawals of consent to collect, use, disclose or Process the Transaction Personal

Information, subject to and in accordance with applicable Law (including Privacy Laws); and

(d) where

required by applicable Privacy Laws, within a reasonable time after the Arrangement is completed,

notify the individuals to whom the Transaction Personal Information pertains that the Arrangement

has been completed and that their Personal Information has been disclosed to the Recipient

in connection therewith.

4.7 Public Communications

(1) The Parties

shall agree on the text of any press releases to be issued to announce (a) the execution of this

Agreement and (b) on the Effective Date, the completion of the Arrangement. The Parties shall co-operate

in the preparation of presentations, if any, to Securityholders regarding the Arrangement.

(2) No Party shall

issue any press release or make any other public statement, filing or disclosure with respect to this

Agreement or the Arrangement without the written consent of the other Party or Parties (as applicable),

which consent shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and

agreed that consent via e-mail is sufficient), provided that the foregoing shall be subject to each

Party’s overriding obligation to make disclosure in accordance with applicable Law, and if such

disclosure is required and the other Party or Parties (as applicable) or such affiliate making such

disclosure, shall use commercially reasonable efforts to give prior oral or written notice to the other

Party or Parties (as applicable), and if such prior notice is not possible, to give such notice immediately

following the making of such disclosure. The Party making such disclosure shall, other than disclosure

in connection with any litigation or other disputes among the Parties, give reasonable consideration

to any comments made by the other Party or Parties (as applicable) or their counsel. None of the foregoing

shall prevent (i) the Parties, including their respective affiliates, from making internal announcements

to employees and having discussions with their respective securityholders, financial analysts and other

stakeholders so long as such discussions are limited to and consistent in all material respects with

the most recent press releases, public disclosures or public statements made by the Parties, or (ii) the

Purchaser, the Parent or their respective affiliates from reporting on or disclosing the terms (including

price terms) of this Agreement to its current and prospective direct or indirect investors or in connection

with its fundraising, marketing, informational or reporting activities consistent in all material respects

with the most recent press releases, public disclosures or public statements made by the Parties and

that is customarily provided with respect to transactions of this kind. The Parties acknowledge that

the Corporation will publicly file this Agreement and a material change report relating thereto, subject

to prior review of the material change report by the Purchaser, the Parent and their counsel. Notwithstanding

the foregoing, should the Board make a Change in Recommendation in accordance with Section 5.4(1),

this Section 4.7 shall no longer be applicable to disclosures made by the Corporation.

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4.8 Notice and Cure Provisions

(1) Each Party

shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the

date of this Agreement until the earlier of the Effective Time and the time this Agreement is terminated

in accordance with its terms, of any event or state of facts which occurrence or failure would, or would

be reasonably expected to:

(a) result

in the failure of any condition in Section 6.2(1) [Corporation Representations and

Warranties Condition] or Section 6.3(1) [Purchaser and Parent Representations

and Warranties Condition], as applicable, to not be satisfied; provided that this Section 4.8(1)(a)

shall not apply in the case of any event or state of facts resulting from actions or omissions

of another Party which are required under this Agreement; or

(b) result

in the failure of any condition in Section 6.2(2) [Performance of Covenants by Corporation

Condition] or Section 6.3(2) [Performance of Covenants by Purchaser and Parent

Condition], as applicable, to be satisfied.

(2) Notification

provided under Section 4.8(1) 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.

(3) The Purchaser

may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(4)(a)

[Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation]

and the Corporation may not elect to exercise its right to terminate this Agreement pursuant to

Section 7.2(3)(a) [Breach of Representation or Warranty or Failure to Perform Covenant

by the Purchaser or the Parent] unless the Party seeking to terminate the Agreement (the “Terminating

Party”) has delivered a written notice (a “Termination Notice”) to

the other Party (the “Breaching Party”) specifying in reasonable detail all

breaches of covenants, representations and warranties or other matters which the Terminating Party

asserts as the basis for termination. After delivering a Termination Notice, provided 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 (a) the Outside Date, and (b) if such matter has not been cured by the date that is

fifteen (15) Business Days following receipt of such Termination Notice by the Breaching Party,

such date. If the Terminating Party delivers a Termination Notice prior to the date of the Meeting,

unless the Parties mutually agree otherwise, the Corporation shall postpone or adjourn the Meeting

to the earlier of (i) ten (10) Business Days prior to the Outside Date and (ii) the date

that is fifteen (15) Business Days following receipt of such Termination Notice by the Breaching

Party.

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4.9 Insurance and Indemnification; Director

and Officer Matters

(1) Prior to the

Effective Time, the Corporation shall obtain and fully pay the premium for the extension of the directors’

and officers’ liability coverage of the Corporation’s and its Subsidiaries’ existing

directors’ and officers’ insurance policies for a claims reporting or run-off and extended

reporting period and claims reporting period of six (6) years from and after the Effective Time with

respect to any claim related to any period of time at or prior to the Effective Time from the Corporation’s

current insurance carriers or an insurance carrier with the same or better credit rating with respect

to directors’ and officers’ liability insurance (“D&O Insurance”),

and with terms, conditions, retentions and limits of liability that are no less favourable (and otherwise

reasonable) to the present and former directors and officers of the Corporation and its Subsidiaries

than the coverage provided under the Corporation’s and its Subsidiaries’ existing policies

with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect,

breach of duty or any matter claimed against a present or former director or officer of the Corporation

or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred

at or prior to the Effective Time (including in connection with the approval or completion of this Agreement,

the Arrangement or the other transactions contemplated by this Agreement or arising out of or related

to this Agreement and the transactions contemplated hereby). Notwithstanding the foregoing, the cost

of such run off insurance policies or other policies contemplated pursuant to this Section 4.9(1)

shall not exceed 250% of the current annual premium of the Corporation’s D&O Insurance and

in the event the cost of such policies would exceed such amount, the Corporation shall obtain the maximum

amount of liability coverage possible for such directors and officers without exceeding 250% of the

current annual premium of the Corporation’s D&O Insurance.

(2) The Purchaser

and the Parent shall, from and after the Effective Time, cause the Corporation or its applicable

Subsidiary to honour and maintain all rights to indemnification or exculpation that are in effect

as of the date hereof in favour of present and former employees, officers and directors of the

Corporation and its Subsidiaries and the Corporation’s and its Subsidiaries’ designates,

nominees and appointees as officers and directors of non-wholly owned Subsidiaries, to the fullest

extent permitted by the Constating Documents or applicable Law or under indemnification agreements

entered into in the Ordinary Course, and acknowledges that such rights shall survive the completion

of the Plan of Arrangement and shall continue in full force and effect in accordance with their

terms for a period of not less than six (6) years after the Effective Date.

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(3) If the

Purchaser, the Parent, the Corporation or any of its Subsidiaries or any of their respective successors

or assigns following the Effective Time (i) consolidates or amalgamates with or merges or

liquidates into any other Person and is not a continuing or surviving corporation or entity of

such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially

all of its properties and assets to any Person, proper arrangements shall be made so as to ensure

that any such successor or assign (including, as applicable, any acquirer of substantially all

of the properties and assets of the Purchaser, the Parent, the Corporation or its Subsidiaries)

assumes all of the obligations set forth in this Section 4.9. The Purchaser and the Parent

shall ensure that the Corporation and any of their successors or assigns have adequate financial

resources to satisfy all of the obligations set forth in this Section 4.9.

(4) This Section 4.9

shall survive the consummation of the Arrangement and is intended to be for the benefit of, and

shall be enforceable by the present and former directors and officers of the Corporation and its

Subsidiaries (the “Indemnified Persons”) and shall be binding on the Purchaser,

the Corporation and their respective successors and assigns, and, for such purpose, the Corporation

hereby confirms that it is acting as agent on behalf of the Indemnified Persons. The Purchaser

shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified

Person in enforcing this Section 4.9.

(5) The agreements

and covenants contained in this Section 4.9 or otherwise herein shall not be deemed to be

exclusive of any other rights to which any Indemnified Person is entitled, whether pursuant to

Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or

shall release, waive or impair any rights to directors’ and officers’ insurance claims

under any insurance policy that is or has been in existence with respect to the Corporation or

any of its Subsidiaries or their respective officers, directors and employees, it being understood

and agreed that the indemnification provided for in this Section 4.9 is not prior to or in

substitution for any such claims under any such policies.

4.10 Pre-Acquisition Reorganization

(1) Subject

to Section 4.10(2), the Corporation agrees that, upon request of the Purchaser, the Corporation

shall and shall cause each of its Subsidiaries to use commercially reasonable efforts to: (i) perform

such reorganizations of its corporate structure, capital structure, business, operations and assets

or such other transactions as the Purchaser may request, acting reasonably (each, a “Pre-Acquisition

Reorganization”); (ii) cooperate with the Purchaser 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 Purchaser and its

advisors to seek to obtain consents or waivers which might be required, including, if applicable,

from the Corporation’s or its Subsidiaries’ lenders under existing debt documentation

in connection with any Pre-Acquisition Reorganization, provided that such consents or waivers have

been set out in the notice delivered to the Corporation pursuant to Section 4.10(3).

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(2) The Corporation

will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.10(1)

unless such Pre-Acquisition Reorganization:

(a) can

be completed as close as reasonably practicable prior to the Effective Date, and can be reversed

or unwound in the event the Arrangement is not completed;

(b) is

not prejudicial to the Corporation or Shareholders;

not require the Corporation to obtain the approval of Shareholders;

(d) does

not reduce or change the form of the Consideration provided for under the Arrangement;

(e) does

not prevent or impair the ability of the Corporation or the Purchaser to complete, and will

not materially delay the completion of, the Arrangement;

(f) does

not require the Corporation or any of its Subsidiaries to take any action that could reasonably

be expected to result in Taxes being imposed on, or any adverse Tax or other consequences

to, 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 4.10(1);

(g) does

not result in any breach by the Corporation or any of its Subsidiaries of any Material Contract

(unless the counterparty to such Material Contract is willing to waive any such breach) or

any breach by the Corporation or any of its Subsidiaries of their respective Constating Documents,

organizational documents or Law;

(h) does

not, in the opinion of the Corporation, acting reasonably and in good faith, unreasonably

interfere with the ongoing operations of the Corporation or any of its Subsidiaries;

(i) does

not require the directors, officers, employees or agents of the Corporation or its Subsidiaries

to take any action in any capacity other than as a director, officer, employee or agent or

that would reasonably be expected to result in any such director, officer, employee or agent

incurring personal liability; and

(j) other

than with the consent of the Corporation (not to be unreasonably withheld, conditioned or

delayed), shall not become effective unless the Purchaser has waived or confirmed in writing

the satisfaction of all conditions in its favour under this Agreement and shall have confirmed

in writing that it is prepared, and able to promptly and without condition proceed, to effect

the Arrangement.

(3) The Purchaser

must provide written notice to the Corporation of any proposed Pre-Acquisition Reorganization at

least fifteen (15) Business Days prior to the Effective Date. Upon receipt of such notice, the

Corporation and the Purchaser 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

Corporation to obtain approval of the Shareholders).

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(4) The Purchaser

shall: (i) forthwith reimburse the Corporation for all out-of-pocket costs and expenses incurred

in connection with any proposed Pre-Acquisition Reorganization, including any costs incurred by

the Corporation to restore the organizational structure of the Corporation to a substantially identical

structure of the Corporation as of immediately prior to the implementation of any Pre-Acquisition

Reorganization; and (ii) indemnify the Corporation, any of its Subsidiaries and their Representatives

for all direct and indirect liabilities, losses, Taxes, damages, claims, costs, expenses, interest,

awards, judgements 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 4.10(4)

shall survive indefinitely notwithstanding the termination of this Agreement.

(5) The Purchaser

agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a

representation, warranty, covenant or agreement of the Corporation under this Agreement has been

breached (including where any such Pre-Acquisition Reorganization requires the consent of any third

party under a Contract).

4.11 Post-Closing Employment Matters

(1) The employees

of the Corporation and any of its Subsidiaries who are employed outside of Canada as of immediately

prior to the Effective Time are referred to herein as the “Covered Employees”.

Without limiting any additional rights that any Covered Employee may have under employment and

other Contracts and pursuant to Law, unless otherwise agreed in writing by the Parties, for a period

of at least twelve (12) months following the Effective Time (or such shorter period that the Covered

Employee remains employed with the Corporation or its Subsidiaries), the Purchaser and the Parent

shall, or shall cause the Corporation and its Subsidiaries (or their successors) to, provide to

each Covered Employee: (a) base salary or hourly wages, that are comparable and no less favourable,

in each case, than those in effect immediately prior to the Effective Time; (b) notice of

termination, pay in lieu of notice and severance benefits that are substantially similar in the

aggregate to those that would have been provided to such Covered Employee under the applicable

termination and severance plans, programs, policies, provisions, agreements and arrangements as

in effect immediately prior to the Effective Time; (c) commission and short-term incentive

opportunities that are substantially similar in the aggregate to the commission and short-term

incentive opportunities to which such Covered Employee was entitled immediately prior to the Effective

Time, excluding and without regard to any equity/security or equity/security-based compensation,

plan or retention, transaction or other bonus; and (d) benefits, perquisites and other terms

and conditions of employment that are substantially similar in the aggregate to and no less favourable

than the benefits, perquisites and other terms and conditions of employment to which such Covered

Employee was entitled immediately prior to the Effective Time, excluding and without regard to

any defined benefit pension or post-retirement or post-employment health and welfare benefits.

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(2) Without

limiting the generality of the foregoing, from and after the Effective Time, the Purchaser and

the Parent shall cause the Corporation to recognize and give full credit to Covered Employees’

service with the Corporation or any of its Subsidiaries earned prior to the Closing for purposes

of eligibility to participate and vesting and, solely with respect to vacation accrual, termination

and severance benefits and short-term disability plans, the determination of the levels of benefits,

under any corresponding employee benefit or compensation plan, program, agreement or arrangement

that may be established or maintained by the Purchaser or the Parent which are made available to

any Covered Employee on or after the Closing (each a “New Plan”) to the same

extent and for the same purpose as such service was credited to such Covered Employee as of the

Effective Date under the similar Employee Plan, except (i) as would result in duplication of benefits,

(ii) with respect to benefit accrual under a defined benefit pension plan, or (iii) under any benefit

plan that is a frozen benefit plan or provides grandfathered benefits.

(3) Without

limiting the generality of the foregoing, from and after the Effective Time, the Purchaser and

the Parent shall use commercially reasonable efforts to honour and perform, or to cause the Corporation

and its Subsidiaries (or their successors) to honour and perform, all of the obligations of the

Corporation and its Subsidiaries under employment and other agreements with Covered Employees and

Employee Plans in accordance with their terms as in effect on the date hereof (with such modifications

as may be made before the Effective Time as permitted by the terms hereof), or as otherwise agreed

by the Parties.

(4) Following

the Effective Time, the Purchaser and the Parent shall, or shall cause the Corporation and its

Subsidiaries (or their successors) to use commercially reasonable efforts to: (a) ensure that

no limitation or exclusions as to pre-existing conditions, evidence of insurability or good health,

waiting periods or actively at work or other limitations or restrictions on coverage are applicable

to any Covered Employee or their dependents or beneficiaries under any New Plan that provides health

and welfare benefits, except to the extent that such evidence of insurability or good health, waiting

periods or actively at work or other limitations or restrictions on coverage were not satisfied

under the comparable Employee Plan immediately prior to the Effective Time; and (b) recognize

the dollar amount of all co-payments, deductibles and similar expenses incurred by each Covered

Employee (or their dependents or beneficiaries) during the calendar year in which the Effective

Time occurs under an Employee Plan that is a group health and welfare plan for purposes of satisfying

the corresponding deductible, co-insurance and co-payment limitations and maximum out-of-pocket

provisions under any applicable New Plan.

(5) To be

effective as of the day immediately preceding the date on which the Closing occurs, the Corporation

shall, or shall cause its applicable Subsidiaries to, cease contributions to and to adopt all written

resolutions necessary to terminate any Employee Plan qualified under Section 401(k) of the

Code and of which any of the Corporation or its Subsidiaries is a sponsor (each, a “Corporation

401(k) Plan”). The Corporation shall, or shall cause its applicable Subsidiaries to, provide

the Purchaser with evidence that any board resolutions related to the termination of such Corporation

401(k) Plans have been duly adopted and are effective. The form and substance of such resolutions

shall be subject to the review and approval of the Purchaser prior to the adoption thereof. To

the extent the Corporation 401(k) Plans are terminated pursuant to the Purchaser’s request,

active Covered Employees shall be eligible to participate in a 401(k) plan maintained by the Purchaser

or any of its Subsidiaries as soon as reasonably practicable following the date on which the Closing

occurs, and shall be entitled to effect a direct rollover of any eligible rollover distributions

(as defined in Section 402(c)(4) of the Code), including any outstanding loans, to such 401(k)

plan maintained by the Purchaser or its Subsidiaries. The direct rollover may be accomplished in

several phases or stages as decided upon by Purchaser at Purchaser’s reasonable discretion

in conjunction with guidance from Purchaser’s 401K plan administrator. For vesting purposes

relating to Purchaser’s 401K plan, Purchaser will recognize and give full credit to Covered

Employees’ service with the Corporation prior to Closing. Following Closing, Covered Employees

will be subject to the Purchaser’s 401K plan vesting requirements.

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(6) The provisions

of this Section 4.11 are solely for the benefit of the Parties to this Agreement, and no provision

of this Section 4.11 is intended to, or shall, constitute the establishment or adoption of or an

amendment to any employee benefit plan for purposes of ERISA or otherwise, and no current or former

employee or any other individual associated therewith shall be regarded for any purpose as a Third

Party Beneficiary of this Agreement or have the right to enforce the provisions hereof. Nothing

in this Section 4.11 shall (a) be construed as a commitment on the part of the Parent or the Purchaser,

and following Closing, the Corporation any of its Subsidiaries, to continue the employment of any

Covered Employee following Closing or impair in any way the right of the Purchaser, the Corporation

or any of its Subsidiaries to terminate the employment or engagement of any Corporation Service

Provider after Closing in accordance with their Contracts or applicable Law, (b) have the

effect of affecting or otherwise increasing the severance or termination payments, post-employment

benefits or other termination rights of Corporation Service Providers under their current Contracts

or applicable Law, or (c) prohibit or in any way impair the Purchaser, the Parent, the Corporation

or any of their respective Subsidiaries, after Closing, from amending or terminating any Employee

Plan or New Plan pursuant to the terms of such plan and applicable Law.

4.12 Filings

The

Parties will cooperate reasonably and in good faith to determine whether any transaction contemplated by this Agreement or any transaction

that may be considered to be part of the same series of transactions as the transactions contemplated by this Agreement, is a “reportable

transaction” (as defined in section 237.3 of the Tax Act), is a “notifiable transaction” (as defined in section 237.4

of the Tax Act), or is otherwise required to be reported to any applicable Governmental Entity under any analogous provision of any comparable

Law of any province or territory of Canada, including any transaction subject to mandatory disclosure rules under the Taxation Act

(Québec). The Parties may request reasonable representations and warranties from each other to the extent necessary to establish

any factual matters relevant to the determination of whether reporting is required and the content of such reporting. If any Party determines

that any such transaction is reportable then it shall so notify the other Party and each of the Parties shall reasonably cooperate in

good faith (including sharing of draft reporting forms, if applicable) to allow such reporting to be made by the Party who has made such

determination in a comprehensive and timely manner, in the form required by such Law. Notwithstanding the foregoing, and for greater

certainty, each Party shall be permitted to report any transaction to an applicable Governmental Entity to the extent that such Party

determines, acting reasonably, that such reporting is required by Law.

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4.13 Debt Financing

(1) The Purchaser

shall use commercially reasonable efforts to (a) arrange, negotiate and execute the definitive

documentation (the “Debt Financing Agreements”) in respect of the Debt Financing,

and obtain the proceeds of, the Debt Financing on the terms and conditions set forth in the Debt

Financing Commitment Letter (or such other terms as may be acceptable to the Purchaser and the

Debt Financing Sources; provided that such other terms do not contain any conditions precedent

to the initial funding of the Debt Financing that are materially more onerous to the Purchaser

than those contained in the Debt Financing Commitment Letter), and (b) satisfy all conditions precedent

applicable to the Purchaser or any of its affiliates under the Debt Financing Agreements that are

within their control (or, if necessary or deemed advisable by the Purchaser, seek the waiver of

conditions contained therein or such definitive agreements related thereto that are within control

of the Purchaser or such affiliates). The Purchaser will deliver to the Corporation true, correct

and complete copies of any amendments to the Debt Financing Commitment Letter (provided that such

copies may be subject to customary redactions with respect to rates, fee amounts, economic terms

and other confidential or commercially sensitive information), if any, entered into promptly when

available.

(2) The Purchaser

shall use commercially reasonable efforts to cause the Debt Financing Sources, at the Closing,

to provide the Debt Financing set forth in the Debt Financing Commitment Letter at Closing if all

conditions to Closing contained in Section 6.1, Section 6.2 and Section 6.3 are satisfied or waived

(other than those conditions that (a) only can be satisfied at the Closing, each of which is capable

of being satisfied if the Closing were to occur, or (b) will be satisfied or waived upon funding),

including enforcing its rights under the Debt Financing Commitment Letter and the Debt Financing

Agreements.

(3) Subject

to the following sentence, the Purchaser shall not, and shall cause its affiliates not to, amend,

alter or waive, or agree to amend, alter or waive, any term or provision of the Debt Financing

Commitment Letter or release any Party from their obligations thereunder without the written consent

of the Corporation unless such amendment, alteration or waiver would not reasonably be expected

to (a) materially delay or prevent the Closing, (b) adversely impact in any material respect the

Purchaser’s ability to consummate the transactions contemplated to occur under this Agreement

at Closing or (c) adversely impact the ability of the Purchaser to enforce its rights against the

other parties to the Debt Financing Commitment Letter. Notwithstanding the foregoing, the Purchaser

may amend, amend and restate, replace or otherwise modify the Debt Financing Commitment Letter

to add one or more arrangers, joint bookrunners, agents or lenders in respect of the Debt Financing.

If any portion of the Debt Financing that would be necessary to fund the Consideration becomes

unavailable in the manner or from the sources contemplated in the Debt Financing Commitment Letter,

(i) the Purchaser shall promptly so notify the Corporation and (ii) the Purchaser shall use commercially

reasonable efforts to arrange to obtain any such portion of the Debt Financing from alternative

debt financing sources, including, to the extent available, by entering into one or more new debt

commitment letters providing for such alternative debt financing and definitive agreements with

respect to the alternative financing contemplated by such new debt commitment letters; provided

that the Purchaser shall not be required to agree to economic or other terms that are less favourable

in any material respect than those contemplated by the Debt Financing Commitment Letter as in effect

on the date hereof as determined by the Purchaser in good faith. If and to the extent that the

Debt Financing is supplemented or superseded by any such alternative financing, the terms “Debt

Financing”, “Debt Financing Agreements”, and “Debt Financing Commitment

Letter” shall each be deemed to be modified, mutatis mutandis, to refer to such alternative

financing and any commitment letters or definitive agreements with respect thereto.

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(4) Prior

to Closing, the Purchaser shall use commercially reasonable efforts to, and shall use commercially

reasonable efforts to cause its affiliates and its and their respective Representatives to, satisfy

(or obtain a waiver of) the conditions precedent that are within the Purchaser’s control.

Upon request by the Corporation in writing, the Purchaser shall keep the Corporation informed with

respect to all material activity concerning the Debt Financing and the Corporation may request

confirmation that there have been no material changes in or with respect to the potential closing

of the Debt Financing. Without limiting the generality of the foregoing, the Purchaser will give

the Corporation prompt notice: (a) of any breach, threatened (in writing) breach or default (or

any event or circumstance that, with or without notice, lapse of time or both, would reasonably

be expected to give rise to any breach or default) by any party to the Debt Financing Commitment

Letter of which the Purchaser becomes aware; (b) of the receipt of any written notice or other

written communication from any Debt Financing Source with respect to any actual or potential breach,

default, termination or repudiation by any party to the Debt Financing Commitment Letter or a request

for amendments or waivers thereto that are or could be reasonably expected to be adverse in any

material respect to the timely completion of the Debt Financing; (c) if for any reason the Purchaser

believes in good faith that it will not be able to obtain all or any portion of the Debt Financing

necessary to fund the Consideration from the sources contemplated by the Debt Financing Commitment

Letter or the definitive documents related to the Debt Financing including if the Purchaser has

any reason to believe that it will be unable to satisfy, on a timely basis, any conditions precedent

in respect of the Debt Financing; or (d) if the Debt Financing expires or is terminated for any

reason. As soon as reasonably practicable, but in any event within two (2) Business Days after

the date the Corporation delivers to the Purchaser a written request, the Purchaser shall provide

any information reasonably requested by the Corporation relating to any circumstance referred to

in clause (a), (b), (c) or (d) of the immediately preceding sentence.

(5) The Parties

acknowledge and agree that if, after January 1, 2027 but before January 16, 2027, the Corporation

(a) reasonably expects that the Effective Date may not occur by the Outside Date as a result of

the failure to satisfy the condition set forth in Section 6.1(4), (b) such failure is not, and

will not be, primarily the result of the Corporation failing to perform any of its covenants or

agreements under this Agreement in any material respect or breaching any of its representations

and warranties under this Agreement in any material respect, and (c) no Required Regulatory Approval

has been denied by a final and non-appealable decision of a Governmental Entity at such time, then

the Corporation may, on or before January 15, 2027, notify the Purchaser in writing, which notice

must specify a date by which the Corporation, on the advice of outside counsel and acting reasonably,

has determined such condition would reasonably be expected to be satisfied, and upon receipt of

such notice, the Purchaser and the Parent shall use their respective commercially reasonable efforts

to amend the terms of the Debt Financing Commitment Letter to extend the expiry thereof through

the date specified by the Corporation; provided that, for greater certainty, the Purchaser and

the Parent shall not be required to agree to economic or other terms that are less favourable in

any material respect than those contemplated by the Debt Financing Commitment Letter as in effect

on the date hereof, as determined by the Purchaser acting reasonably and in good faith. If and

to the extent that the Debt Financing is supplemented or superseded by any such amendment, the

terms “Debt Financing”, “Debt Financing Agreements”, and “Debt Financing

Commitment Letter” shall each be deemed to be modified, mutatis mutandis, to refer

to such amendment and any commitment letters or definitive agreements with respect thereto.

(6) The Purchaser

and the Parent each acknowledges and agrees that the Purchaser obtaining financing (including the

Debt Financing) is not a condition to any of its respective obligations hereunder, regardless of

the reasons why financing is not obtained or whether such reasons are within or beyond the control

of the Purchaser. For the avoidance of doubt, if any financing referred to in this Section 4.13

is not obtained, the Purchaser will continue to be obligated to consummate the Arrangement, subject

to and on the terms contemplated by this Agreement.

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4.14 Financing Assistance

(1) From the

date hereof until the Closing (or the earlier termination of this Agreement pursuant to Article 7,

subject to the limitations set forth in this Section 4.14, and unless otherwise agreed in writing

by the Purchaser), the Corporation shall provide, and shall cause its Subsidiaries to provide,

and each shall use its commercially reasonable efforts to have its and its Subsidiaries’

Representatives provide, such cooperation as the Purchaser may reasonably request in connection

with the arrangements by the Purchaser to obtain any debt financing in connection with the transactions

contemplated by this Agreement and the Plan of Arrangement (such financing, the “Debt

Financing”) (provided that such request does not unreasonably interfere with the ongoing

operations of the Corporation and its Subsidiaries), including, if so requested:

(a) participating

(and using commercially reasonable efforts to cause members of the executive leadership team

of the Corporation with appropriate seniority and expertise to participate) in a reasonable

number of meetings, conference calls, presentations, drafting sessions and due diligence

sessions with the Debt Financing Sources;

(b) furnishing

reasonably promptly to the Purchaser and the Debt Financing Sources such customary and pertinent

financial and other information regarding the Corporation and its Subsidiaries as is necessary

or reasonably requested in connection with the Debt Financing, in each case to the extent

such information and projections are within the Corporation’s and its Subsidiaries’

control and customarily prepared by or for the Corporation or its Subsidiaries in the Ordinary

Course;

reasonably with the Debt Financing Sources’ due diligence;

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(d) assisting

with the preparation of, and providing the Purchaser and the Debt Financing Sources with

a written authorization for the release of, appropriate and customary materials for rating

agency presentations, offering and syndication documents (including lender and investor presentations,

bank information memoranda and similar documents) and other customary marketing documents

required in connection with the Debt Financing (including, if reasonably requested by the

Purchaser, the execution and delivery of customary representation letters), and reasonably

cooperating with the marketing efforts of the Purchaser and the Debt Financing Sources for

all or any portion of the Debt Financing;

(e) facilitating

the provision of guarantees, the granting of security and the pledging of collateral, including

by executing and delivering any pledge and security documents or other definitive financing

documents as may be reasonably requested by the Purchaser in connection with the Debt Financing,

provided that any obligations contained in any such definitive financing documents or security

documents, as against the Corporation and its Subsidiaries, shall not be effective prior

to the Effective Time;

(f) providing

reasonable assistance in the preparation of pro forma financial information and pro forma

financial statements (it being understood that the Purchaser shall be responsible for the

preparation of any pro forma calculations, any post-Closing or other pro forma cost savings,

capitalization, ownership or other pro forma adjustments that may be included therein); and

(g) using

commercially reasonable efforts to take corporate action necessary to permit the consummation

of the Debt Financing, including entering into one or more credit agreements, security documents

or other instruments or agreements in connection with the Debt Financing, to be effective

no earlier than the Effective Time.

(2) The Corporation

shall obtain and deliver, or cause to be obtained and delivered, to the Purchaser prior to the

Effective Time customary, executed payoff letters (the “Payoff Letters”), and

other customary instruments of release, discharge or termination from the lenders, the administrative

agent or other applicable creditors under the Credit Facility and any other indebtedness for borrowed

money of the Corporation and its Subsidiaries, and shall take all other actions requested by the

Purchaser (a) to fully repay, satisfy, release and discharge all of liabilities and obligations

of the Corporation and its Subsidiaries under the Credit Facility and any other indebtedness for

borrowed money of the Corporation and its Subsidiaries (excluding any contingent indemnification

obligations that are not then due and payable and that by their terms are to survive the termination

of the Credit Facility or such other indebtedness and the related loan documents and any letters

of credit or similar instruments that are cash collateralized on the Effective Date in accordance

with the terms of the Credit Facility or such other indebtedness and the related loan documents),

and to release and discharge all Liens securing the Credit Facility and such other indebtedness

and grant by the Corporation or any of its Subsidiaries in connection therewith, including for

the avoidance of doubt, as necessary to terminate and release such Liens in all applicable jurisdictions

and registries, including the United States Patent and Trademark Office and any other intellectual

property registry in which such Liens have been recorded; and (b) to terminate the Credit

Facility and such other indebtedness and all related loan documents at the Effective Time (the

“Credit Facility Termination”).

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(3) Notwithstanding

anything herein to the contrary, in no event shall this Section 4.14 require the Corporation or

any of its Subsidiaries to take any action that would: (a) conflict with or violate any applicable

Laws or result in, prior to the Closing, the contravention of, or that would reasonably be expected

to result in, prior to the Closing, a material violation or breach of, or default under, or require

a waiver or amendment of the terms of, any Material Contract; (b) require providing access to or

disclosing information that is subject to confidentiality obligations or could result in the loss

of privilege (provided that, in such instances, the Corporation and its Subsidiaries shall inform

the Purchaser and the Debt Financing Sources of the general nature of the information being withheld

and reasonably cooperate with the Purchaser and the Debt Financing Sources to provide such information,

in whole or in part, to the extent and in the manner that would not violate such obligations or

result in the loss of such privilege); (c) subject any Person to any personal liability; or (d)

subject the Corporation or any of its Subsidiaries or any of their respective agents, officers,

directors or employees to any liability, require it to bear any cost or expense or to make any

other payment or agree to provide indemnity in connection with the Debt Financing Commitment Letter,

the definitive documents related to the Debt Financing, or any information utilized in connection

therewith prior to the Closing for which they are not expected to receive reimbursement or indemnity

by or on behalf of the Purchaser. For the avoidance of doubt, neither the Corporation nor any of

its Subsidiaries, nor their respective agents, officers, directors or employees, shall be required

to execute or enter into or perform any agreement, certificate or other document with respect to

the Debt Financing contemplated by the Debt Financing Commitment Letter that is not contingent

upon the Closing or that would be effective prior to the Closing and no directors of the Corporation

or the Corporation’s Subsidiaries that will not be continuing directors, acting in such capacity,

shall be required to execute or enter into or perform any agreement, or to pass any resolutions

or consents, with respect to the Debt Financing that would be effective prior to the Closing or

cause the Credit Facility Termination to be effective unless and until the Effective Time has occurred

and the Purchaser has provided or caused to be provided to the Corporation or its Subsidiaries

funds (or the Purchaser and the Corporation have agreed that the Corporation or any of the Corporation’s

Subsidiaries shall use funds on their balance sheets at Closing for such purpose; provided that

the Corporation shall not unreasonably withhold, condition or delay any such agreement) to pay

in full the outstanding amounts required pursuant to the terms of the Payoff Letters in accordance

with the obligations of the Purchaser under Section 2.11.

4.15 Exchange Delisting

Subject

to applicable Law, the Corporation shall use commercially reasonable efforts to cause the Corporation Shares to be delisted from the

TSX and the NASDAQ promptly after the Effective Time. In furtherance of the foregoing, each of the Parties agrees to cooperate with the

other Parties in taking, or causing to be taken, all actions necessary to enable (i) delisting of the Corporation Shares from the TSX

and the NASDAQ (including, if requested by the Purchaser, such items as may be necessary to delist the Corporation Shares on or promptly

after the Effective Time), (ii) the Corporation ceasing to be a reporting issuer under applicable Canadian Securities Laws and (iii)

the deregistration of the Corporation Shares under the Exchange Act, as amended, in each case, as promptly as practicable following the

Effective Time. If the Corporation is reasonably likely to be required to file any quarterly or annual reports pursuant to the Exchange

Act during the period between the filing date of the Form 25 and the filing date of the Form 15 (or Form 15F, as applicable), in each

case to be filed in connection with the transactions contemplated by this Agreement (such time period, the “Delisting Period”),

the Corporation will use commercially reasonable efforts to prepare a draft, which is sufficiently developed such that it can be timely

filed with a reasonable amount of effort within the time available, of any such reports reasonably likely to be required to be filed

during the Delisting Period.

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4.16 Cooperation with Registration Statement

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, the Corporation shall reasonably cooperate with the Parent and provide such records, documents and financial

and pertinent information regarding the Corporation and its Subsidiaries as may be reasonably requested by the Parent or its representatives

to prepare all pro forma financial statements required to be included pursuant to Regulation S-X or Regulation S-K or otherwise (including

as may be required for a registered public offering of debt or equity (or equity-linked securities) in any statements, forms, schedules,

reports or other documents filed or furnished by the Parent or its affiliates with the SEC.

Article 5

Additional Covenants Regarding Non-Solicitation

5.1 Non-Solicitation

(1) Except

as expressly provided in this Article 5, the Corporation shall not, and shall cause its Subsidiaries

not to, directly or indirectly, through any of its Representatives (and in so doing shall instruct

its and its Subsidiaries’ Representatives not to, directly or indirectly):

(a) solicit,

assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way

of furnishing or providing copies of, access to, or disclosure of, any confidential information,

properties, facilities, books or records) any inquiry, proposal or offer that constitutes

or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter

into or otherwise engage or participate in any discussions or negotiations with any Person

(other than the Purchaser, the Parent, their respective affiliates or any Representative

of the foregoing) regarding any inquiry, proposal or offer that constitutes, or may reasonably

be expected to constitute or lead to, an Acquisition Proposal, provided that the Corporation

may (i) advise any Person of the restrictions in this Agreement; (ii) communicate

with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal

or offer; and/or (iii) in the case of any Person making an Acquisition Proposal, advise

such Person that the Board (and the relevant committee thereof) has determined that such

Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead

to a Superior Proposal;

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a Change in Recommendation; or

(d) accept

or enter into or publicly propose to accept or enter into any agreement, understanding or

arrangement with any Person (other than the Purchaser, the Parent, their respective affiliates

or any Representative of the foregoing) in respect of an Acquisition Proposal (other than

an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.2(2)),

or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to

an Acquisition Proposal (it being understood that publicly taking no position or a neutral

position with respect to an Acquisition Proposal for a period of no more than five (5) Business

Days following the formal announcement of such Acquisition Proposal will not be considered

to be in violation of this Article 5 provided that the Board (and the relevant committee

thereof) has affirmed the Board Recommendation by or before the end of such five (5) Business

Day period).

(2) The Corporation

shall, and shall cause its Subsidiaries and their respective Representatives (in their capacities

as such) to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement,

discussion, negotiations or other activities with any Person (other than the Purchaser, the Parent,

their respective affiliates or any Representative of the foregoing) with respect to any inquiry,

proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an

Acquisition Proposal, and in connection with such termination shall:

(a) promptly,

and in any event within 24 hours, discontinue access to and disclosure of all information

regarding the Corporation or any of its Subsidiaries, including the Data Room, any confidential

information, properties, facilities and books and records for any such Person; and

(b) promptly,

and in any event within two (2) Business Days, request: (i) the return or destruction

of all copies of any confidential information regarding the Corporation or any of its Subsidiaries

provided by or on behalf of the Corporation or its Subsidiaries to any such Person since

January 1, 2026 in respect of any inquiry, proposal or offer that, if made after the date

of this Agreement, would have constituted or would have been reasonably expected to constitute

an Acquisition Proposal; and (ii) the destruction of all material including or incorporating

or otherwise reflecting such confidential information regarding the Corporation or any of

its Subsidiaries, to the extent that such information has not previously been returned or

destroyed (subject to the terms of the applicable confidentiality or similar agreement, including

the rights of retention that such Persons may have thereunder).

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(3) The Corporation

represents and warrants that none of the Corporation, its Subsidiaries or any of their respective

Representatives has waived any confidentiality, standstill or similar agreement, restriction or

covenant in respect of an Acquisition Proposal in effect since January 1, 2026 to which the Corporation

or any of its Subsidiaries is a party and the Corporation covenants and agrees that: (a) the

Corporation shall use commercially reasonable efforts to enforce each such confidentiality, standstill,

clean team or similar agreement, restriction or covenant or any such agreement, restriction or

covenant to which the Corporation may hereafter become a party in accordance with Section 5.3;

and (b) none of the Corporation, any of its Subsidiaries or any of their respective Representatives

have released or will, without the prior written consent of the Purchaser (which may be withheld

or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or

waive, amend, suspend or otherwise modify such Person’s obligations respecting the Corporation,

or any of its Subsidiaries, in each case, with respect to any confidentiality, standstill or similar

agreement or restriction to which the Corporation or any of its Subsidiaries is a party or any

such agreement, restriction or covenant to which the Corporation may hereafter become a party to

in accordance with Section 5.3 (it being acknowledged by the Purchaser that the automatic

termination or automatic release, in each case pursuant to the terms thereof, of any standstill

restrictions of any such agreements as a result of the entering into and announcement of this Agreement

or otherwise in accordance with such restrictions shall not be a violation of this Section 5.1(3)).

5.2 Notification of Acquisition Proposals

(1) If the

Corporation or any of its Subsidiaries or, to the knowledge of the Corporation, any of its or their

respective Representatives, receives any inquiry, proposal or offer that constitutes or may 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 Corporation or any of its Subsidiaries

in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected

to constitute or lead to an Acquisition Proposal, the Corporation shall promptly, and in any event

within twenty-four (24) hours, notify the Purchaser, in writing, of such Acquisition Proposal,

inquiry, proposal, offer or request, including the identity of all Persons making the Acquisition

Proposal, inquiry, proposal, offer or request, and provide copies of all material documents, correspondence

or other material received in respect of, from or on behalf of any such Person if in writing or

electronic form, and if not in writing or electronic form, a detailed description of all material

terms of such communication to the Corporation by or on behalf of any such Person.

(2) The Corporation

shall keep the Purchaser reasonably informed, on a prompt basis, of the status of material and

substantive developments and the status of discussions and negotiations with respect to such 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 shall

promptly provide to the Purchaser copies of all material correspondence (including copies of any

draft definitive agreement relating to such Acquisition Proposal) and any ancillary documents containing

material terms to such Acquisition Proposal if in writing or electronic form, and if not in writing

or electronic form, a description of the material terms of such correspondence or communication

to the Corporation by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal,

offer or request.

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5.3 Responding to an Acquisition Proposal

(1) Notwithstanding

Section 5.1 or anything else to the contrary in this Agreement, if at any time prior to obtaining

the Required Shareholder Approval, the Corporation receives a bona fide written Acquisition

Proposal from a Person or group of Persons, the Corporation may contact the Person or group of

Persons making such Acquisition Proposal and its Representatives for the purpose of clarifying

the terms and conditions of such Acquisition Proposal, and directly or indirectly through one or

more of its Representatives, enter into, engage in or participate in discussions or negotiations

with such Person(s) regarding such Acquisition Proposal, and may provide copies of, access to or

disclosure of any information, properties, facilities, books or records of the Corporation or its

Subsidiaries to such Person, if and only if:

(a) the

Board (and any relevant committee thereof) first determines in good faith, after consultation

with its financial advisors and its external legal counsel, that such Acquisition Proposal

constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal

and has provided the Purchaser with written confirmation thereof;

(b) such

Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality,

standstill, non-solicitation or similar agreement with the Corporation (it being acknowledged

by the Purchaser that the automatic termination or automatic release, in each case pursuant

to the terms thereof, of any standstill restrictions of any such agreements as a result of

the entering into and announcement of this Agreement or otherwise in accordance with such

restrictions shall not be a violation of this Section 5.3(1));

making of such Acquisition Proposal did not result from a breach of Article 5 in any

material respect;

(d) prior

to providing any such copies, access or disclosure, the Corporation enters into an Acceptable

Confidentiality Agreement with such Person (or an affiliate of such Person) and provides

the Purchaser with an executed copy thereof; and

(e) any

such copies, access or disclosure provided to such Person shall have already been (or will

promptly be) provided to the Purchaser (by posting such information to the Data Room or otherwise).

5.4 Right to Match

(1) If, prior

to obtaining the Required Shareholder Approval, the Corporation receives an Acquisition Proposal

that constitutes a Superior Proposal, the Board may enter into a definitive agreement with respect

to such Superior Proposal and concurrently make a Change in Recommendation in connection therewith,

if and only if:

(a) the

making of the Acquisition Proposal by such Person did not result from a breach of Article 5

in any material respect;

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(b) the

Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal

pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement

with the Corporation (it being acknowledged by the Purchaser that the automatic termination

or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions

as a result of the entering into and announcement of this Agreement or otherwise in accordance

with its terms shall not be considered to be such a restriction);

Corporation has delivered to the Purchaser a written notice of the determination of the Board

(and any relevant committee thereof) that such Acquisition Proposal constitutes a Superior

Proposal and of the intention of the Board to enter into such definitive agreement with respect

to the Superior Proposal and (if applicable) make a Change in Recommendation, together with

a written notice from the Board regarding the value and financial terms that the Board, in

consultation with its financial advisors, has determined should be ascribed to any non-cash

consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”);

(d) the

Corporation or its Representatives have provided to the Purchaser a copy of the proposed

definitive agreement with respect to the Superior Proposal (including any financing documents

subject to customary confidentiality provisions);

(e) at

least five (5) Business Days (the “Matching Period”) have elapsed from

the date that is the later of the date on which the Purchaser received the Superior Proposal

Notice and the date on which the Purchaser received the material referenced in Section 5.4(1)(d);

(f) during

any Matching Period, the Purchaser has had the opportunity, but not the obligation, in accordance

with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for

such Acquisition Proposal to cease to be a Superior Proposal;

(g) at

the end of the Matching Period, the Board (and any relevant committee thereof) has determined

in good faith, (i) after consultation with its external legal counsel and financial

advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if

applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser

under Section 5.4(2)) and (ii) after consultation with its external legal counsel,

the failure for the Board to take such action with respect to such Superior Proposal would

be inconsistent with its fiduciary duties owed to the Corporation under applicable Law; and

(h) prior

to or concurrently with entering into such definitive agreement the Corporation terminates

this Agreement pursuant to Section 7.2(3)(b) [Superior Proposal] and pays, or

causes to be paid to, the Purchaser the Termination Fee in accordance with Section 7.4.

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(2) The Corporation

acknowledges and agrees that, during the Matching Period, or such longer period as the Corporation

may approve in its sole discretion in writing for such purpose: (a) the Purchaser shall have

the opportunity, but not the obligation, to offer to amend the terms of this Agreement and the

Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (b) the

Board shall review any offer made by the Purchaser under this Section 5.4(2) to amend the

terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal

would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal

ceasing to be a Superior Proposal; and (c) if the Acquisition Proposal would no longer constitute

a Superior Proposal, the Corporation shall negotiate in good faith with the Purchaser to make such

amendments to the terms of this Agreement or the Plan of Arrangement as would enable the Purchaser

to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board

determines that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation

shall promptly so advise the Purchaser and the Corporation and the Purchaser shall amend this Agreement

to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions

as are necessary to give effect to the foregoing.

(3) Each successive

amendment or modification to any Acquisition Proposal that results in an increase in, or modification

of, the consideration (or value of such consideration) to be received by Shareholders or other

material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes

of this Section 5.4, and the Purchaser shall be afforded a new Matching Period from the date

on which the Purchaser received the Superior Proposal Notice with respect to the new Superior Proposal

from the Corporation in connection therewith.

(4) At the

written request of the Purchaser, the Board shall promptly, and in any event within two (2) Business

Days, reaffirm the Board Recommendation by press release after any Acquisition Proposal which 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 or the Plan of

Arrangement as contemplated under Section 5.4(2) with respect to any such Acquisition Proposal

would result in such Acquisition Proposal no longer being a Superior Proposal. The Corporation

shall provide the Purchaser and its external legal counsel with a reasonable opportunity to review

and comment on the form and content of any such press release and shall make all reasonable amendments

to such press release as requested by the Purchaser and its external legal counsel.

(5) If the

Corporation provides a Superior Proposal Notice to the Purchaser on a date that is less than ten

(10) Business Days before the Meeting, the Corporation shall be permitted to, and upon request

from the Purchaser, shall, adjourn or postpone the Meeting to a date that is not more than ten

(10) Business Days after the scheduled date of the Meeting; provided, however, that the Meeting

shall not be adjourned or postponed to a date later than ten (10) Business Days before the Outside

Date.

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(6) Nothing

in this Agreement shall prohibit the Corporation or the Board from: (a) responding through

a directors’ circular or otherwise to an Acquisition Proposal, but only to the extent required

by applicable Securities Law; or (b) making any disclosure to Securityholders if, in the good

faith judgement of the Board, after receiving advice from its external legal counsel, failure to

make such disclosure would be inconsistent with the fiduciary duties of the Board under applicable

Law or the Corporation’s obligations under applicable Securities Law; provided that, for

greater certainty, the Board shall not be permitted to make a Change in Recommendation other than

as permitted in Section 5.4(1). In addition, nothing contained in this Agreement shall prevent

the Corporation or the Board from calling and/or holding a meeting of Shareholders after the date

of the Meeting in response to a requisition by Shareholders in accordance with the OBCA or taking

any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated

by a court of competent jurisdiction in accordance with applicable Law.

(7) Any violation

of the restrictions set forth in Article 5 by the Corporation’s Subsidiaries or the Corporation’s

or its Subsidiaries’ respective Representatives shall be deemed to be a breach of Article 5

by the Corporation. Furthermore, the Corporation shall be responsible for any breach of Article 5

by its Subsidiaries and its and their respective Representatives.

(8) Notwithstanding

Section 4.14(1), and without limiting Section 4.14(3), neither the Corporation nor any of its Subsidiaries

will be required to: (a) pay or agree to pay any commitment, consent or other fee or incur any other

cost, expense or liability in connection with the Debt Financing prior to the Effective Time for which

it has not received prior reimbursement or is not otherwise indemnified by or on behalf of the Purchaser;

(b) take any action or do anything that would contravene any applicable Law or contravene the Constating

Documents of the Corporation or any Subsidiary or result in a breach of the representations, warranties

or covenants of the Corporation hereunder; (c) enter into definitive documentation or commit to take

any action that is not contingent upon the Closing and the consummation of the Arrangement; or (d) except

as required to comply with applicable Law, disclose any information that in the reasonable judgment

of the Corporation would result in the disclosure of any trade secrets or similar information or violate

any obligations of the Corporation or any other Person with respect to confidentiality or which would

be reasonably likely to constitute a waiver of solicitor-client privilege. For greater certainty, all

non-public or otherwise confidential information regarding the Corporation obtained by the Purchaser,

the Parent or their respective Representatives pursuant to the foregoing is information which is subject

to the Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreements.

(9) The Purchaser

shall (a) promptly upon request by the Corporation, reimburse the Corporation for all reasonable and

documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees

of one outside counsel) incurred by the Corporation or any of its Subsidiaries or their respective Representatives

in connection with the cooperation of the Corporation and its Subsidiaries and Representatives contemplated

by this Section 4.14, and (b) indemnify and hold harmless the Corporation, its Subsidiaries and their

respective Representatives from and against any and all losses, damages, claims, judgments, penalties,

costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt

Financing (including the performance of their respective obligations under this Section 4.14) and any

information used in connection therewith (other than information provided in writing by the Corporation

or its Subsidiaries specifically for use in connection therewith), in each case, except for any such

all losses, damages, claims, judgments, penalties, costs or expenses which arise from the bad faith,

gross negligence, fraud or wilful misconduct of, or wilful breach of this Agreement by, the Corporation,

its Subsidiaries or their respective Representatives.

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Article 6

Conditions

6.1 Mutual Conditions Precedent

The

Parties are not required to complete the Arrangement unless each of the following conditions is satisfied at or prior to the Effective

Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties:

(1) Arrangement

Resolution. The Arrangement Resolution has been approved and adopted by the Shareholders at the

Meeting in accordance with the Interim Order.

(2) Interim

and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent

with this Agreement and have not been set aside or modified in a manner unacceptable to either the Corporation

or the Purchaser, each acting reasonably.

(3) Illegality.

No Law is in effect which prevents, prohibits or makes the consummation of the Arrangement illegal or

otherwise prohibits or enjoins the Corporation, the Purchaser or the Parent from consummating the Arrangement.

(4) Required

Regulatory Approvals. Each of the Required Regulatory Approvals shall have been made, given or obtained

and be in full force and effect.

(5) Securities

Exemptions and Related Requirements. The Parent Shares to be issued to the Shareholders in exchange

for their Corporation Shares pursuant to the Plan of Arrangement shall be (i) exempt from the requirements

of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable

Securities Laws of each applicable state of the United States, and (ii) shall be registered to the extent

required by Section 12(b) of the U.S. Exchange Act; provided, however, that the Corporation will not

be entitled to rely on the provisions of this Section 6.1(5) in failing to complete the transactions

contemplated by this Agreement in the event that the Corporation intentionally and knowingly fails to

advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the

Section 3(a)(10) Exemption, that the Parent will rely on the Section 3(a)(10) Exemption for the issuance

of such securities, based on the Court’s approval of the Arrangement and comply with the requirements

set forth in Section 2.3.

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6.2 Additional

Conditions Precedent to the Obligations of the Purchaser and the Parent

Each

of the Purchaser and the Parent is not required to complete the Arrangement unless each of the following conditions is satisfied at or

before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and the Parent and may only be waived, in

whole or in part, by the Purchaser or the Parent in their sole discretion:

(1) Representations

and Warranties. The representations and warranties of the Corporation set forth (a) in paragraph 1

[Organization and Qualification], paragraph 2 [Corporate Authorization], paragraph 3

[Execution and Binding Obligation] and paragraph 5(a) [No Conflict/Non-Contravention]

of Schedule C were true and correct in all respects as of the date of this Agreement and shall

be true and correct in all respects as of the Effective Time, as if made at and as of such time; (b) in

paragraphs 6 (a) and (b) [Capitalization], paragraph 8 [Subsidiaries] and paragraph

14 [Brokers; Expenses] of Schedule C were true and correct in all respects as of the date

of this Agreement other than such failures to be true and correct that, individually or in the aggregate,

would be a de minimis inaccuracy and shall be true and correct as of the Effective Time other

than such failures to be true and correct that, individually or in the aggregate, would be a de minimis

inaccuracy or as a result of transactions, changes, conditions, events or circumstances expressly

permitted hereunder (except for representations and warranties made as of a specified date, such accuracy

of which shall be determined as of that specified date); and (c) in Schedule C, other than

those to which clause (a) or clause (b) above applies, were true and correct in all respects

as of the date of this Agreement and shall be true and correct in all respects as of the Effective Time

(disregarding for purposes of this Section 6.2(1)(c) any “materiality”, “material”

or Material Adverse Effect qualification, or other concepts of materiality, contained in any such representation

or warranty, other than in respect of the usage of the term “Material Contract”), as if

made at and as of such time (except for representations and warranties made as of a specified date,

such accuracy of which shall be determined as of that specified date), except in the case of this clause

Section 6.2(1)(c) where the failure or failures of such representations and warranties to be so

true and correct in all respects, individually or in the aggregate, has not had or would not reasonably

be expected to have a Material Adverse Effect, and the Corporation has delivered a certificate confirming

same to the Purchaser, executed by two (2) senior officers of the Corporation (in each case without

personal liability), addressed to the Purchaser and dated the Effective Date.

(2) Performance

of Covenants. The Corporation shall have fulfilled or complied in all material respects with

its covenants contained in this Agreement to be fulfilled or complied with by it at or prior to

the Effective Time and has delivered a certificate confirming same to the Purchaser, executed by

two senior officers of the Corporation (in each case without personal liability), addressed to

the Purchaser and dated the Effective Date.

(3) No

Legal Actions. There shall be no Proceeding pending by any Governmental Entity that would reasonably

be expected to enjoin or prohibit the Purchaser’s ability to acquire, hold or exercise full

rights of ownership over any of the Corporation Shares, including the right to vote the Corporation

Shares, or the business of the Corporation (excluding, for greater certainty, any from undertakings,

commitments or terms and conditions as are required or as are entered into in connection with the

efforts to obtain the Required Regulatory Approvals pursuant to Section 4.4).

(4) Dissent

Rights. Dissent Rights have not been validly exercised, and not withdrawn or deemed to have

been withdrawn, with respect to more than 10% of the issued and outstanding Corporation Shares.

(5) Material

Adverse Effect. Since the date of this Agreement, there shall have not occurred a Material

Adverse Effect which is continuing as of the Effective Time.

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6.3 Additional Conditions Precedent to

the Obligations of the Corporation

The

Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective

Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation

in its sole discretion:

(1) Representations

and Warranties. The representations and warranties of the Purchaser and the Parent set forth

in this Agreement were true and correct in all respects as of the date of this Agreement and shall

be true and correct in all respects as of the Effective Time (disregarding for purposes of this

Section 6.3(1) any “materiality” or “material” qualification contained

in any such representation or warranty) as if made at and as of such time (except for representations

and warranties made as of a specified date, such accuracy of which shall be determined as of that

specified date), except in the case of this Section 6.3(1) where the failure or failures of

such representations and warranties to be so true and correct in all respects, individually and

in the aggregate, would not reasonably be expected to materially impede or delay the consummation

of the Arrangement, and each of the Purchaser and the Parent has delivered a certificate confirming

same to the Corporation, executed by a senior officer thereof (in each case without personal liability),

addressed to the Corporation and dated the Effective Date.

(2) Performance

of Covenants. Each of the Purchaser and the Parent have fulfilled or complied in all material

respects with their respective covenants contained in this Agreement to be fulfilled or complied

with by it at or prior to the Effective Time, and each of the Purchaser and the Parent has delivered

a certificate confirming same to the Corporation, executed by a senior officer thereof (in each

case without personal liability), addressed to the Corporation and dated the Effective Date.

(3) Deposit

of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the

other conditions precedent contained herein in its favour (other than conditions which, by their

nature, are only capable of being satisfied as of the Effective Time), the Purchaser or the Parent

has deposited or caused to be deposited with the Depositary in escrow the funds required to be

deposited under Section 2.11.

6.4 Satisfaction of Conditions

The

conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied,

waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms

of any escrow arrangement entered into between the Purchaser, the Parent and the Depositary, all funds held in escrow by the Depositary

pursuant to Section 2.11 hereof shall be released from escrow when the Certificate of Arrangement is issued by the Director without

any further act or formality required on the part of any Person.

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Article 7

Term and Termination

7.1 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.

7.2 Termination

This

Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective Time (notwithstanding approval of the Arrangement

Resolution by the Shareholders and/or receipt of the Final Order) by:

(1) the mutual

written agreement of the Parties; or

(2) either

the Corporation, on the one hand, or the Purchaser, on the other hand, if:

(a) No

Required Shareholder Approval. The Required Shareholder Approval is not obtained at the

Meeting (or any adjournment or postponement thereof) in accordance with the Interim Order,

provided that neither the Corporation nor the Purchaser may terminate this Agreement pursuant

to this Section 7.2(2)(a) [No Required Shareholder Approval] if the failure to

obtain the Required Shareholder 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) Illegality.

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 Corporation, the Purchaser or the Parent from consummating the Arrangement,

and such Law has, if applicable, become final and non-appealable, provided that a Party may

not terminate this Agreement pursuant to this Section 7.2(2)(b) [Illegality]

if: (i) it has not complied with its obligations under this Agreement to, as applicable,

appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect

of the Arrangement, and (ii) 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; or

of Outside Date. The Effective Time does not occur on or prior to 5:00 p.m. (Toronto

time) on the Outside Date, provided that (i) a Party may not terminate this Agreement pursuant

to this Section 7.2(2)(c) [Occurrence of Outside Date] 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, and (ii) if the Debt Financing Commitment

Letter has been amended as contemplated in Section 4.13(5), the Purchaser may not terminate

this Agreement pursuant to this Section 7.2(2)(c) [Occurrence of Outside Date]

until the earlier of (A) the expiry or termination of such amended Debt Financing Commitment

Letter in accordance with its terms; and (B) the date specified in the Corporation’s

notice delivered pursuant to Section 4.13(5); or

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(3) the Corporation,

if:

(a) Breach

of Representation or Warranty or Failure to Perform Covenant by the Purchaser or the Parent.

A breach of any representation or warranty or failure to perform any covenant or agreement

on the part of the Purchaser or the Parent under this Agreement shall have occurred that

would cause any condition in Section 6.3(1) [Purchaser and Parent Representations

and Warranties Condition] or Section 6.3(2) [Performance of Covenants by Purchaser

and Parent Condition] 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 4.8(3); provided that the Corporation is not then in breach of this Agreement

so as to cause any condition in Section 6.1 [Mutual Covenants Condition] or Section 6.2(2)

[Performance of Covenants by Corporation Condition] not to be satisfied;

(b) Superior

Proposal. Prior to obtaining the Required Shareholder Approval, the Board (and any relevant

committee thereof) authorizes the Corporation, in accordance with and subject to the terms

and conditions of this Agreement, to enter into a definitive written agreement with respect

to a Superior Proposal (other than an Acceptable Confidentiality Agreement permitted by and

in accordance with Section 5.3), provided that prior to or concurrently with such termination

the Corporation pays, or causes to be paid, the Termination Fee in accordance with Section 7.4;

of Purchaser to Consummate. (i) The conditions in Section 6.1 [Mutual Conditions

Precedent] and Section 6.2 [Conditions Precedent to the Obligations of the Purchaser]

have been and continue to be satisfied or waived by the applicable Party or Parties at the

time the Effective Time is required to have occurred pursuant to Section 2.10 (excluding

conditions that, by their nature, are to be satisfied at the Effective Time; provided, that

such conditions to be satisfied at the Effective Time are capable of being satisfied if the

Effective Time were to occur on the date of such notice), (ii) the Corporation has delivered

written notice to the Purchaser to the effect that the conditions in Section 6.1 [Mutual

Conditions Precedent] and Section 6.3 [Conditions Precedent to the Obligations

of the Corporation] have been and continue to be satisfied or waived (excluding conditions

that, by their nature, are to be satisfied at the Effective Time; provided, that such conditions

to be satisfied at the Effective Time are capable of being satisfied if the Effective Time

were to occur on the date of such notice), (iii) the Purchaser or the Parent fails to

(A) deposit or cause to be deposited the funds required to be deposited by it in accordance

with Section 2.11, or (B) consummate the Closing, in each case, on or before the

date that is three (3) Business Days after the delivery of the notice referenced in clause

(ii) of this Section 7.2(3)(c), and (iv) the Corporation was, and has irrevocably

confirmed to the Purchaser in writing that it is, prepared to consummate the Closing during

the three (3) Business Day period referenced in clause (ii) above; or

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(4) the Purchaser

if:

(a) Breach

of Representation or Warranty or Failure to Perform Covenant by the Corporation. A breach

of any representation or warranty or failure to perform any covenant or agreement on the

part of the Corporation under this Agreement occurs that would cause any condition in Section 6.2(1)

[Corporation Representations and Warranties Condition] or Section 6.2(2) [Performance

of Covenants by Corporation Condition] 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 4.8(3); provided that the Purchaser or the Parent are not

then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.1

[Mutual Covenants Condition], Section 6.3(1) [Purchaser and Parent Representations

and Warranties Condition] or Section 6.3(2) [Performance of Covenants by Purchaser

and Parent Condition] not to be satisfied;

(b) Change

in Recommendation. Prior to obtaining the Required Shareholder Approval, if (i) the

Board (and any relevant committee thereof) fails to unanimously recommend or withdraws, amends,

modifies or qualifies, in a manner adverse to the Purchaser, or publicly proposes or states

an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser,

the Board Recommendation, (ii) the Board (or any relevant committee thereof) accepts,

approves, endorses, recommends, or publicly proposes to accept, approve, endorse, recommend,

any Acquisition Proposal or takes no position or remains neutral with respect to a publicly

announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business

Days (or in the event that the Meeting is scheduled to occur within such five (5) Business

Day period, beyond the third (3rd) Business Day prior to the date of the Meeting,

as such Meeting may be adjourned in accordance with Section 5.4(5)), or (iii) the

Board (or any relevant committee thereof) fails to publicly recommend or reaffirm the Board

Recommendation within five (5) Business Days after having been requested in writing by the

Purchaser, acting reasonably, to do so (or in the event that the Meeting is scheduled to

occur within such five (5) Business Day period, prior to the third (3rd) Business

Day prior to the date of the Meeting, as such Meeting may be adjourned in accordance with

Section 5.4(5)) (in each of the cases set forth in clause (i), (ii), or (iii),

a “Change in Recommendation”);

Breach of Non-Solicit. Prior to obtaining the Required Shareholder Approval, the material

breach by the Corporation, its Subsidiaries or their respective Representatives of any of

the obligations set out in Article 5; or

(d) Material

Adverse Effect. Since the date of this Agreement, there has occurred a Material Adverse

Effect which is incapable of being cured on or prior to the Outside Date,

provided

that, in each case, the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1))

shall give notice of such termination to the other Party, specifying in reasonable detail the basis for the Party’s exercise of

its termination right.

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7.3 Effect of Termination/Survival

this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force

or effect without liability of any Party (or any shareholder or Representative of such Party) to the other Party to this Agreement, except

that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 2.10(3) [Articles

of Arrangement and Effective Date], Section 4.6(4) [Personal Information] and Section 4.9 [Insurance and Indemnification]

shall survive such termination; and (b) in the event of termination under Section 7.2, Section 4.5(3) [Confidentiality

Agreement], Section 4.10 [Pre-Acquisition Reorganization], this Section 7.3 through to and including Section 8.14,

Section 1.2 and all related definitions set forth in Section 1.1 shall survive, and no Party shall be relieved of any liability

for any wilful breach by it of this Agreement or damages arising as a result of its fraud.

7.4 Expenses and Termination Fee

(1) Except

as expressly otherwise provided in this Agreement, all fees, costs and expenses incurred in connection

with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and

thereunder, including all costs, expenses and fees of the Corporation incurred prior to or after

the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid

by the Party incurring such expenses, whether or not the Arrangement is consummated.

(2) For the

purposes of this Agreement, “Termination Fee” means an amount equal to US$5,397,000.

(3) For the

purposes of this Agreement, “Termination Fee Event” means the termination of

this Agreement:

(a) by

the Corporation pursuant to Section 7.2(3)(b) [Superior Proposal];

(b) by

the Purchaser pursuant to Section 7.2(4)(b) [Change in Recommendation];

the Purchaser pursuant to Section 7.2(4)(c) [Material Breach of Non-Solicit];

(d) by

the Corporation or the Purchaser pursuant to Section 7.2(2)(a) [No Required Shareholder

Approval] if, at the time of such termination, the Purchaser could have terminated this

Agreement pursuant to Section 7.2(4)(b) [Change in Recommendation] or Section 7.2(4)(c)

[Material Breach of Non-Solicit]; or

(e) (x) by

the Corporation or the Purchaser, as applicable, pursuant to Section 7.2(2)(a) [No

Required Shareholder Approval] or Section 7.2(2)(c) [Occurrence of Outside Date],

or (y) by the Purchaser due to a wilful breach on the part of the Corporation pursuant

to Section 7.2(4)(a) [Breach of Representation or Warranty or Covenant by Corporation]

but only if:

(i) prior

to such termination, a bona fide Acquisition Proposal is publicly made or publicly

announced by any Person (other than the Purchaser, the Parent, any of their respective affiliates

or any Representative of the foregoing) prior to the Meeting and such Acquisition Proposal

has not been withdrawn at least five (5) Business Days prior to the Meeting (or, if earlier,

prior to the time of the termination of this Agreement); and

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(ii) within

twelve (12) months following the date of such termination, (A) an Acquisition Proposal

(whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in

clause (i) above) is consummated or effected, or (B) the Corporation enters into

a written definitive agreement (other than an Acceptable Confidentiality Agreement) providing

for the consummation of an Acquisition Proposal (whether or not such Acquisition Proposal

is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition

Proposal is later consummated or effected (whether or not within twelve (12) months after

such termination),

provided

that, for the purposes of this Section 7.4(3)(e), the term “Acquisition Proposal” shall have the meaning assigned to

such term in Section 1.1, except that all references to “20% or more” shall be deemed to be references to “50%

or more”.

(4) If a Termination

Fee Event occurs, the Corporation shall pay the Termination Fee to the Purchaser (or as directed

by the Purchaser) in consideration for the disposition of the Purchaser’s rights under this

Agreement, by wire transfer of immediately available funds, as follows:

(a) if

the Termination Fee is payable pursuant to Section 7.4(3)(b) [Change in Recommendation]

or Section 7.4(3)(c) [Material Breach of Non-Solicit] or Section 7.4(3)(d)

[No Required Shareholder Approval], the Termination Fee shall be payable within two

(2) Business Days following such termination;

(b) if

the Termination Fee is payable pursuant to Section 7.4(3)(a) [Superior Proposal],

the Termination Fee shall be payable prior to or concurrently with such termination; and

the Termination Fee is payable pursuant to Section 7.4(3)(e) [Acquisition Proposal

Tail], the Termination Fee shall be payable within two (2) Business Days following the

consummation or effectiveness of the Acquisition Proposal referred to in Section 7.4(3)(e)(ii).

(5) For greater

certainty, in no event shall the Corporation be obligated to pay the Termination Fee more than

once.

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(6) For the avoidance

of doubt, the Corporation will be entitled to deduct and withhold from the Termination Fee otherwise

payable or otherwise deliverable under this Section 7.4 such amounts as the Corporation is required

or reasonably believes it may be required to deduct and withhold from such fee under any provision of

any Law in respect of Taxes. The Parties shall cooperate in good faith to obtain an exemption from or

to otherwise reduce or eliminate any amount that would otherwise be required to be deducted or withheld.

The Corporation shall use commercially reasonable efforts to provide the Purchaser with advance notice

of any amounts it intends to withhold as soon as practicable. Any such amounts deducted or withheld

will be treated for all purposes under this Agreement as having been paid to the Person in respect of

which such deduction or withholding was made; provided that such deducted or withheld amounts are actually

remitted to the appropriate Governmental Entity in accordance with applicable Law.

(7) The Corporation

acknowledges that the agreements and payment amounts set forth in this Section 7.4 are an integral

part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser

and the Parent would not enter into this Agreement, and that the payment amounts set forth in this Section 7.4

are payments in consideration for the disposition of the rights of the Party entitled to receive such

payments under this Section 7.4 and represent liquidated damages which are a genuine pre-estimate

of the damages, including opportunity costs, reputational damages and expenses, which the Purchaser

or the Parent 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. The Corporation irrevocably waives any right it

may have to raise as a defence that any such liquidated damages are excessive or punitive. If the Corporation

fails to promptly pay or cause to be paid, as applicable, the fees due pursuant to this Section 7.4

when due, and in order to obtain such payment, the Purchaser or Parent commences a suit that results

in a judgment against the Corporation for the amounts set forth in this Section 7.4 or any portion

thereof, then the Corporation shall reimburse the Purchaser for all costs and expenses (including disbursements

and reasonable legal fees) incurred in connection with the collection under and enforcement of this

Section 7.4.

(8) Subject to

the Purchaser’s right to injunctive and other equitable relief or other form of specific performance

in accordance with Section 8.5 to prevent breaches or threatened breaches of this Agreement and

to enforce compliance with the terms of this Agreement, in the event the Termination Fee is paid to

the Purchaser in circumstances for which such fee is payable, such payment of the Termination Fee shall

be the sole and exclusive remedy of the Purchaser and the Parent against the Corporation and any of

its affiliates and any of their respective former, current or future directors, officers, employees,

affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling

persons, managers, members or agents (collectively, the “Corporation Related Parties”)

for any loss suffered as a result of the failure of the Arrangement or the transactions contemplated

by this Agreement to be consummated or for a breach or failure to perform any obligations required to

be performed under this Agreement or otherwise relating to or arising out of this Agreement or the Arrangement,

and upon payment of such amount none of the Corporation Related Parties shall have any further liability

or obligation relating to or arising out of this Agreement or the Arrangement, and the Purchaser and

the Parent shall not seek to obtain any recovery, judgment or damages of any kind, including consequential,

indirect or punitive damages, against any Corporation Related Parties in connection with this Agreement

or the transactions contemplated by this Agreement, provided that (a) the payment of the Termination

Fee shall not be in lieu of any damages or any other payment or remedy available in the event of any

fraud or wilful breach by the Corporation of any of its obligations under this Agreement and (b) nothing

in this Section 7.4(8) shall restrict or limit the Purchaser from seeking or obtaining costs, expenses

or interest in accordance with Section 4.10(4) or Section 7.4(8).

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Article 8

General Provisions

8.1 Amendments

(1) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the

holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, subject to the Plan

of Arrangement, the Interim Order and the Final Order, without further notice to or authorization on the part of the Shareholders and

any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained in this Agreement or in any

document delivered pursuant to this Agreement;

of any of the obligations of the Parties; and/or

(d) waive compliance with or modify conditions contained in this Agreement,

provided that no such amendment or waiver

may reduce or materially adversely affect the Consideration to be received by Shareholders under the Arrangement or change the timing

of payment, or the form of, the Consideration without their approval at the Meeting or, following the Meeting, without their approval

given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

(2) Notwithstanding anything in this Agreement to the contrary, to the extent any amendments to any provision

of this Section 8.1(2), Section 8.6(3), Section 8.11(3) or Section 8.13(2) (or, solely as they relate to such Section, the definitions

of any terms used in such Sections) are adverse to the Debt Financing Sources, such provisions shall not be amended without the prior

written consent of the Debt Financing Sources.

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8.2 Notices

(1) Any notice, or other communication given regarding the matters contemplated by this Agreement (each, a

“Notice”) must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a) to the Purchaser or the Parent, at:

11100 Santa Monica Boulevard

Suite 800

Los Angeles, California, USA

90025

Attention:

Ananth Veluppillai

Email:

[Redacted – Personal Information]

with a copy to (which shall not constitute

notice):

Blake, Cassels & Graydon LLP

199 Bay St.

Suite 4000, Commerce Court West

Toronto, Ontario, M5L 1A9

Attention:

Evan Straight; Liam Churchill

Email:

[Redacted – Personal Information]

(b) to the Corporation, at:

301 N. Cattleman Road, Suite 300

Sarasota, Florida, USA

34232

Attention:

Allan Brett

E-mail:

[Redacted – Personal Information]

with a copy to (which shall not constitute

notice):

Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario, M5H 2S7

Canada

Attention:

Michael Partridge

Email:

[Redacted – Personal Information]

(2) Any notice or other communication is deemed to be given and received (i) if sent by personal delivery

or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in

place of receipt) and otherwise on the next Business Day, (ii) if sent by nationally recognized overnight courier service, on the

next Business Day or (iii) if sent by electronic mail, upon confirmation of receipt by the recipient if it is a Business Day and

confirmation was received prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day (provided in

the case of email that no “bounceback” or notice of non-delivery is received by the sender within thirty (30) minutes of the

time of sending). A Party may change its address for service from time to time by providing a notice in accordance with the foregoing.

Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address

that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a

Party’s external legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice

or other communication to that Party. The failure to send a copy of a notice or other communication to external legal counsel does not

invalidate delivery of that notice or other communication to a Party.

- 80 -

8.3 Time is of the Essence

Time is of the essence in this Agreement.

8.4 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 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.

8.5 Injunctive Relief

(1) 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 (and further agreed not to take any contrary position in any litigation concerning this Agreement)

that the Parties shall be entitled to specific performance of the terms of this Agreement and an injunction or injunctions and other

equitable relief to prevent breaches or threatened breaches of this Agreement or the obligations of the Parties to consummate the Arrangement

in accordance with the provisions of this Agreement, and to enforce compliance with, or performance of, the terms of this Agreement without

any requirement for (a) proof of damages or (b) the securing or posting of any bond in connection with the obtaining of any

such injunctive or other equitable relief. The rights set forth in this Section 8.5, including rights of specific performance and

enforcement, are in addition to any other remedy to which the Parties may be entitled at Law or in equity, subject to Section 7.4(7)

and Section 7.4(8). None of the Parties shall object to the granting of injunctive relief, specific performance or other equitable

relief on the basis that there exists an adequate remedy at law and each Party agrees not to assert that a remedy of specific performance

is unenforceable, invalid, contrary to Law or inequitable for any reason.

(2) For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Purchaser

may concurrently pursue both (a) a grant of specific performance or injunctive relief with respect to the Corporation’s obligations

to consummate the transactions contemplated by this Agreement to the extent permitted by this Section 8.5 and (b) the payment

of the Termination Fee pursuant to Section 7.4(4); provided that under no circumstances shall the Purchaser be entitled to receive

both (x) a grant of specific performance or injunctive relief with respect to the Corporation’s obligation to consummate the

transactions contemplated by this Agreement to the extent permitted by this Section 8.5 and (y) the payment of the Termination

Fee pursuant to Section 7.4(4).

- 81 -

(3) The Parties further agree that (a) by seeking the remedies provided for in this Section 8.5,

a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement

(including monetary damages), and (b) nothing set forth in this Section 8.5 shall require any Party hereto to institute any

Proceeding for (or limit any Party’s right to institute any Proceeding for) specific performance under this Section 8.5 prior

or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such

termination), nor shall the commencement of any legal Proceeding pursuant to this Section 8.5 or anything set forth in this Section 8.5

restrict or limit any Party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies

under this Agreement that may be available then or thereafter.

(4) If, prior to the Outside Date, any Party brings any action in accordance with this Section 8.5 to

enforce specifically the performance of the terms and provisions hereof by any other Party, the Outside Date shall automatically be extended

(a) for the period during which such action is pending, plus twenty (20) Business Days, or (b) by such other time period established

by the court presiding over such action, as the case may be.

8.6 Third Party Beneficiaries

(1) 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 action, suit, proceeding, hearing or other forum, except as provided in Section 2.8(3) [Tax Deductions],

Section 4.9 [Insurance and Indemnification], Section 4.10 [Pre-Acquisition Reorganization], Section 7.4(8)

[Corporation Related Parties] and Section 8.13 [No Liability] (such third Persons referred to in this Section 8.6(1),

the “Third Party Beneficiaries”) which, without limiting their terms, are intended as stipulations for the irrevocable

benefit of, and shall be enforceable by, the Third Party Beneficiaries.

(2) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights

against the applicable Party under the Sections indicated in Section 8.6(1), which are intended for the benefit of, and shall be

enforceable by, each Third Party Beneficiary, his, her or their heirs and legal Representatives, and, in respect of the Third Party Beneficiaries

identified as being entitled to indemnification under Section 4.9 [Insurance and Indemnification] and Section 4.10 [Pre-Acquisition

Reorganization], the Corporation confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their

behalf.

(3) Notwithstanding anything in this Agreement to the contrary, the Debt Financing Sources shall be express

Third Party Beneficiaries of, and may enforce, any of the provisions contained in this Section 8.6(3), Section 8.11(3) or Section 8.13(2).

- 82 -

8.7 Waiver

Any Party may: (a) extend the time for the

performance of any of the obligations or acts of the other Party; (b) waive compliance, except as provided herein, with any of the

other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein; or (c) waive inaccuracies

in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided,

however, that (i) no waiver shall constitute a waiver of any other provision, whether or not similar, (ii) any such extension

or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the Party to be bound by the waiver and, (iii) unless

otherwise provided in the written waiver, such waiver will be limited to the specific breach or condition waived. A Party’s failure

or delay in exercising any right under this Agreement will not operate as a waiver of that right, and 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.

8.8 Entire Agreement

This Agreement (including the exhibits and schedules

hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings,

both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and supersedes all prior

agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no other representations,

warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in

connection with the subject matters of this Agreement or the Confidentiality Agreement, except as expressly provided herein and therein.

The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing

the transactions contemplated by this Agreement. Except as expressly provided herein, this Agreement is not intended to and shall not

confer upon any Person other than the Parties any rights or remedies hereunder.

8.9 Successors and Assigns

(1) This Agreement becomes effective only when executed by each of 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.

(2) 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 Parties. Notwithstanding the foregoing, the Corporation agrees that the Purchaser

and the Parent may assign all or any portion of their respective rights and obligations under this Agreement to (a) any of their

respective affiliates which agree to be bound by the applicable covenants of the Purchaser or the Parent contained herein, as applicable,

and comply with the applicable provisions of this Agreement, provided that (i) no such assignment shall relieve the Purchaser or

the Parent of their respective obligations hereunder and the Purchaser and the Parent shall continue to be fully liable as primary obligors,

on a joint and several basis with any such assignee, to the Corporation for any default in performance by the assignee of the Purchaser’s

or the Parent’s obligations hereunder, and (ii) no such assignment would or would reasonably be expected to delay, impair or

prevent the consummation of the transactions contemplated hereby or would require any additional regulatory filings or any additional

material third-party consents; and (b) to any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating

a Lien herein or otherwise assigning as collateral in respect of the Debt Financing; provided, however, that no such assignment shall

relieve the Purchaser or the Parent of their respective obligations hereunder.

- 83 -

8.10 Severability

If any provision of this Agreement is determined

to be illegal, invalid or unenforceable by an arbitrator or 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 term or other provision

is invalid, illegal or incapable of being enforced, 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.

8.11 Governing Law

(1) This Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province

of Ontario and the federal Laws of Canada applicable therein.

(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated

in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

(3) Notwithstanding anything herein to the contrary, the Corporation, on behalf of itself and its Subsidiaries,

and affiliates, (a) agrees that it will not bring or support any action of any kind or description, whether in Law or in equity, whether

in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions

contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or

the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the courts situated in the City

of Los Angeles in the State of California or the courts of the United States located in the City of Los Angeles in the State of California;

(b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts; (c) agrees that

service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.2 shall be effective

service of process against it for any such action brought in any such court; (d) waives and hereby irrevocably waives, to the fullest

extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient

forum to the maintenance of, any such action in any such court; (e) agrees that all claims or causes of action, whether in Law or in equity,

whether in contract or in tort or otherwise, against any Debt Financing Source in any way relating to the Debt Financing shall be exclusively

governed by, and construed in accordance with, the Laws of the State of California, without giving effect to any principle of conflict

of law that would require or permit the application of the Laws of another jurisdiction; and (f) agrees that a final, non-appealable judgment

in any such action by a court of competent jurisdiction shall be conclusive and may be enforced in other jurisdictions by suit on the

judgment or in any other manner provided by Law.

- 84 -

8.12 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.

8.13 No Liability

(1) This Agreement may only be enforced against, and any proceeding based upon, arising out of, or related

to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against, the entities that are

expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. No past,

present or future director, officer, employee, incorporator, manager, member, general or limited partner, shareholder (or equivalent),

equityholder, controlling person, affiliate, agent, attorney or other representative of any Party or any of their successors or permitted

assigns or any director, officer, employee, incorporator, manager, member, general or limited partner, shareholder, equityholder, controlling

person, affiliate, agent, attorney or other representative of any of the foregoing (each, a “Non-Recourse Party”) shall

have any liability whatsoever (whether in contract, in tort or otherwise) to the Corporation or any of its affiliates under this Agreement

or the transactions contemplated hereby. Without limiting the rights of any Party to this Agreement against any other Party, in no event

shall the Purchaser, the Corporation or any of their respective affiliates seek to enforce this Agreement against, make any claims for

breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

(2) In no event shall the Corporation be entitled to directly or indirectly seek the remedy of specific performance

of this Agreement against any Debt Financing Source in its capacity as a lender, investor, arranger or purchaser in connection with the

Debt Financing. The Corporation further agrees that it shall not, and shall cause its affiliates not to, bring or support any action of

any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in

any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way

to the Debt Financing. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages

of a tortious nature.

8.14 Counterparts

This Agreement may be executed in any number of

counterparts (including counterparts by e-mail) 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 electronic copy of this Agreement, and such executed electronic

copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank]

- 85 -

IN WITNESS WHEREOF the Parties have executed

this Agreement.

1001755979 ONTARIO INC.

Per:

(signed) “Bryant Riley”

Name:

Bryant Riley

Title:

Authorized Signatory

BRC GROUP HOLDINGS, INC.

Per:

(signed) “Bryant

Riley”

Name:

Bryant Riley

Title:

Chairman, Co-CEO

SANGOMA TECHNOLOGIES CORPORATION

Per:

(signed) “Charles

Salameh”

Name:

Charles Salameh

Title:

Authorized Signatory

Schedule A

PLAN OF ARRANGEMENT

UNDER SECTION 182

OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Article 1

Interpretation

1.1 Definitions

Unless indicated otherwise, capitalized terms

that are used in this Plan of Arrangement but not defined herein 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):

“Arrangement” means the arrangement

under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject

to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1,

in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior

written consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Agreement” means

the arrangement agreement dated September 28, 2026 among the Parent, the Purchaser and the Corporation (including the schedules thereto),

as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Arrangement Resolution” means

the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B

to the Arrangement Agreement.

“Articles of Arrangement” means

the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the

Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation

and the Purchaser, each acting reasonably.

“Business Day” means any day

of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Los Angeles,

California.

“Cash Consideration” means

US$4.925 per Corporation Share, payable in cash as provided herein.

“Certificate of Arrangement”

means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles

of Arrangement.

“Consideration” means the aggregate

of (a) the Cash Consideration and (b) the Share Consideration to be paid or issued in respect of each Corporation Share as provided herein.

Sch. A-1

“Consideration Value” means

US$5.225 in respect of each Corporation Share.

“Corporation” means Sangoma

Technologies Corporation.

“Corporation DSUs” means any

outstanding deferred share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation Legacy Options”

means any outstanding options to purchase Corporation Shares issued pursuant to the Legacy Option Plan.

“Corporation Options” means

any outstanding options to purchase Corporation Shares issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation PSUs” means any

outstanding performance share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation RSUs” means any

outstanding restricted share units of the Corporation issued pursuant to the Omnibus Equity Incentive Plan.

“Corporation Shares” means

the common shares in the capital of the Corporation.

“Court” means the Ontario Superior

Court of Justice (Commercial List) in the City of Toronto.

“Depositary” means such Person

as the Corporation may appoint to act as depositary in respect of the Arrangement, with the approval of the Purchaser, acting reasonably.

“Director” means the Director

appointed pursuant to Section 278 of the OBCA.

“Dissent Rights” has the meaning

specified in Section 3.1.

“Dissenting Holder” means a

registered holder of Corporation Shares as of the record date of the Meeting who: (i) has validly exercised his, her or its Dissent

Rights; and (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.

“DSU Agreement” means an agreement

evidencing the terms of any Corporation DSU.

“Effective Date” means the

date shown on the Certificate of Arrangement giving effect to the Arrangement, provided that in no event shall the Effective Date occur

prior to January 1, 2027.

“Effective Time” means 12:01 a.m.

(Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Final Order” means the final

order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably,

as contemplated by Section 2.6 of the Arrangement Agreement, approving the Arrangement, as such order may be amended by the Court

(with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date.

Sch. A-2

“Governmental Entity” means:

(i) any applicable international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other

government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission,

commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any

political subdivision, agent or authority of any of the foregoing, to the extent that the rules, regulations, or orders of such Person

have such force of Law; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or authority

or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

or (iv) any Securities Authority or stock exchange, including the TSX and NASDAQ.

“Incentive Award Agreements”

means, collectively, the DSU Agreements, the PSU Agreements and the RSU Agreements.

“Incentive Securities” means,

collectively, the Corporation Options, the Corporation Legacy Options, the Corporation DSUs, the Corporation PSUs and the Corporation

RSUs.

“Interim Order” means the interim

order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably,

as contemplated by Section 2.2 of the Arrangement Agreement, providing for, among other things, the calling and holding of the Meeting,

as such order may be amended, modified, supplemented or varied by the Court with the consent of the Corporation and the Purchaser, each

acting reasonably.

“Legacy Option Plan” means

the share option plan of the Corporation approved on June 12, 1998.

“Letter of Transmittal” means

the letter of transmittal sent to Shareholders for use in connection with the Arrangement.

“OBCA” means the Business

Corporations Act (Ontario).

“Omnibus Equity Incentive Plan”

means the omnibus equity incentive plan of the Corporation adopted on December 13, 2022 and as amended and restated on December 6, 2025,

as same may be further amended, modified or supplemented from time to time in accordance with its terms.

“Option Agreement” means an

agreement evidencing the terms of any Corporation Option or Corporation Legacy Option.

“Parent” means BRC Group Holdings,

Inc.

“Parent Shares” means the common

stock having a par value $0.0001 in the capital of the Parent.

“Parties” means the Purchaser,

the Parent and the Corporation and “Party” means any one of them.

“Person” includes any individual,

partnership, limited partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative,

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

Sch. A-3

“Plan of Arrangement” means

this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the terms

of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction

of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“PSU Agreement” means an agreement

evidencing the terms of any Corporation PSU.

“Purchaser” means 1001755979

Ontario Inc.

“RSU Agreement” means an agreement

evidencing the terms of any Corporation RSU.

“Section 3(a)(10) Exemption”

means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“Securities Authority” means

the Ontario Securities Commission and any other applicable securities commission or regulatory authority of a province or territory of

Canada or any other jurisdiction with authority in respect of the Parties and/or the Subsidiaries, including the U.S. Securities Commission.

“Securityholders” means, collectively,

the Shareholders and the holders of Incentive Securities.

“Share Consideration” means,

in respect of each Corporation Share, 0.04767 of a Parent Share.

“Shareholders” means the registered

and/or beneficial holders of Corporation Shares, as the context requires.

“Tax Act” means the Income

Tax Act (Canada).

“U.S. Exchange Act” means the

United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder, or

any successor statute.

“U.S. Securities Act” means

the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Commission”

means the United States Securities and Exchange Commission.

“U.S. Securities Laws” means,

collectively, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the U.S. Securities Commission.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise

specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion

of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars, $ or US$ are references to U.S. dollars.

Sch. A-4

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number

also include the plural and vice versa.

(4) Certain Phrases and References, etc. The words “including,” “includes”

and “include” mean “including (or includes or include) without limitation,” and “the aggregate of,”

“the total of,” “the sum of,” or a phrase of similar meaning means “the aggregate (or total or sum), without

duplication, of.” Unless stated otherwise, “Article” and “Section” followed by a number or letter mean and

refer to the specified Article or Section of this Plan of Arrangement. The terms “Plan of Arrangement,” “hereof,”

“herein” and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time

to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

(5) Statutes. Any reference to a statute refers to such statute and all rules, regulations and binding

guidance made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed

as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last

day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day.

If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day,

such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto,

Ontario.

Article 2

The Arrangement

2.1 Arrangement

This Plan of Arrangement constitutes an arrangement

under Section 182 of the OBCA and is made pursuant to, and is subject to the provisions 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. If there are any inconsistencies

or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will,

upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, become effective, and be binding on

the Corporation, the Purchaser, all Securityholders (including Dissenting Holders), any agent or transfer agent therefor, the Depositary

and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person, except

as expressly provided in this Plan of Arrangement.

Sch. A-5

2.3 Arrangement

Pursuant to the Arrangement, each of the following

events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in

each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

(1) each Corporation DSU, Corporation PSU and Corporation RSU, whether vested or unvested, that is outstanding

immediately prior to the Effective Time, notwithstanding the terms of the Omnibus Equity Incentive Plan or any applicable Incentive Award

Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation DSU, Corporation

PSU and/or Corporation RSU, cancelled and terminated in exchange for, subject to Section 4.5, a cash payment (without interest) from

the Corporation equal to the Consideration Value multiplied by the number of Corporation Shares subject to the applicable Corporation

DSU, Corporation PSU and Corporation RSU (with the number of Corporation Shares subject to each Corporation PSU determined based on achievement

of all applicable Performance Goals (as such term is defined in the Omnibus Equity Incentive Plan) at 100% of their applicable target)

and, with respect to each Corporation DSU, Corporation PSU and Corporation RSU that is cancelled and terminated pursuant to this Section 2.3(1),

as of the effective time of such cancellation and termination: (A) the holder thereof shall cease to be the holder of such Corporation

DSU, Corporation PSU or Corporation RSU; (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation

DSU, Corporation PSU or Corporation RSU, or under the Omnibus Equity Incentive Plan or the relevant Incentive Award Agreement, as applicable,

other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(1); (C) such

holder’s name shall be removed from the applicable register; and (D) all agreements, grants and similar instruments relating

thereto shall be cancelled and terminated;

(2) each Corporation Legacy Option, whether vested or unvested, that is outstanding immediately prior to the

Effective Time, notwithstanding the terms of the Legacy Option Plan or any relevant Option Agreement in relation thereto, as applicable,

shall be, without any further action by or on behalf of the holder of such Corporation Legacy Option, deemed unconditionally vested and

exercisable and surrendered and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.5, a cash

payment (without interest) from the Corporation equal to the amount (if any) by which the Consideration Value exceeds the exercise price

of such Corporation Legacy Option multiplied by the number of Corporation Shares subject to such Corporation Legacy Option, and each such

Corporation Legacy Option shall immediately be cancelled and terminated and, where such amount is zero or a negative number for any such

Corporation Legacy Option, such Corporation Legacy Option shall be cancelled without any consideration and, with respect to each Corporation

Legacy Option that is surrendered and transferred pursuant to this Section 2.3(2), as of the effective time of such surrender and

transfer: (A) the holder thereof shall cease to be the holder of such Corporation Legacy Option; (B) the holder thereof shall

cease to have any rights as a holder in respect of such Corporation Legacy Option, or under the Legacy Option Plan or any relevant Option

Agreement, as applicable, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this

Section 2.3(2); (C) such holder’s name shall be removed from the applicable register; and (D) all agreements, grants

and similar instruments relating thereto, including the Legacy Option Plan, shall be cancelled and terminated;

Sch. A-6

(3) each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective

Time, notwithstanding the terms of the Omnibus Equity Incentive Plan or any relevant Option Agreement in relation thereto, as applicable,

shall be, without any further action by or on behalf of the holder of such Corporation Option, deemed unconditionally vested and exercisable

and surrendered and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.5, a cash payment

(without interest) from the Corporation equal to the amount (if any) by which the Consideration Value exceeds the exercise price of such

Corporation Option multiplied by the number of Corporation Shares subject to such Corporation Option, and each such Corporation Option

shall immediately be cancelled and terminated and, where such amount is zero or a negative number for any such Corporation Option, such

Corporation Option shall be cancelled without any consideration and, with respect to each Corporation Option that is surrendered and transferred

pursuant to this Section 2.3(3), as of the effective time of such surrender and transfer: (A) the holder thereof shall cease

to be the holder of such Corporation Option; (B) the holder thereof shall cease to have any rights as a holder in respect of such

Corporation Option, or under the Omnibus Equity Incentive Plan or any relevant Option Agreement, as applicable, other than the right to

receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(3); (C) such holder’s

name shall be removed from the applicable register; and (D) all agreements, grants and similar instruments relating thereto, including

the Omnibus Equity Incentive Plan, shall be cancelled and terminated;

(4) simultaneously with Section 2.3(5), each outstanding Corporation Share held by a Dissenting Holder

in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality

by the holder thereof to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount

determined under Section 3.1(2)(a), and at the effective time of such deemed transfer:

(a) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid

the fair value of its Corporation Shares by the Purchaser in accordance with Article 3;

(b) the name of such holder shall be removed from the register of holders of Corporation Shares maintained

by or on behalf of the Corporation; and

of the Corporation as the holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof

(free and clear of all Liens); and

Sch. A-7

(5) simultaneously with Section 2.3(4), each outstanding Corporation Share (other than Corporation

Shares held by any Dissenting Holder in respect of which Dissent Rights have been validly exercised, but including Corporation Shares

held by a holder described in Section 3.1(2)(b)) shall be transferred without any further act or formality by the holder thereof

to the Purchaser (free and clear of all Liens) in exchange for the Consideration, subject to Section 4.5, and at the effective time

of such transfer:

(a) the holder of such Corporation Share shall be deemed to have executed and delivered all consents, releases,

assignments and waivers, statutory or otherwise, required to transfer and assign such Corporation Share;

(b) the holder of such Corporation Share shall cease to have any rights as a holder of Corporation Shares

other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

by or on behalf of the Corporation; and

(d) the Purchaser shall be recorded on the register of holders of Corporation Shares maintained by or on behalf

of the Corporation as the holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof

(free and clear of all Liens).

2.4 Dividends and Distributions

If, on or after the date of the Arrangement Agreement,

the Corporation sets a record date for any dividend or other distribution on the Corporation Shares that is prior to the Effective Date

or the Corporation pays any dividend or other distribution on the Corporation Shares prior to the Effective Time, then, and without limitation

to any other rights of the Purchaser under the Arrangement Agreement or this Plan of Arrangement: (1) to the extent that the amount

of such dividends or distributions per Corporation Share does not exceed the Cash Consideration per Corporation Share, the Cash Consideration

per Corporation Share shall be reduced by the amount of such dividends or distributions; and (2) to the extent that the amount of

such dividends or distributions per Corporation Share exceeds the Cash Consideration per Corporation Share, such excess amount shall be

placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

2.5 Rounding of Cash Amounts

If the aggregate cash amount which a Shareholder

or a holder of Incentive Securities is entitled to receive pursuant to this Arrangement would otherwise include a fraction of US$0.01,

then the aggregate cash amount to which such Person shall be entitled to receive shall be rounded up to the nearest whole US$0.01, except

that any aggregate cash amount payable in respect of Corporation Options shall be rounded down to the nearest whole US$0.01. The aggregate

cash amount payable to any Person pursuant to this Plan of Arrangement, as determined by the Purchaser, shall be conclusive and binding

on such Person and shall not be subject to dispute or challenge.

Sch. A-8

Article 3

Dissent Rights

3.1 Dissent Rights

(1) Registered holders of Corporation Shares as of the record date of the Meeting may exercise dissent rights

with respect to the Corporation Shares held by such Shareholder as of such date (“Dissent Rights”) in connection with

the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order, Final Order

and this Section 3.1; provided that notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement

Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation at its registered office no later than

5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed

from time to time).

(2) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Corporation

Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as

provided in Section 2.3(4) and, if they:

(a) are ultimately entitled to be paid fair value for such Corporation Shares: (i) shall be deemed not

to have participated in the transactions in Article 2 (other than Section 2.3(4)); (ii) shall be entitled to be paid the

fair value of such Corporation Shares by the Purchaser (less any amounts withheld pursuant to Section 4.5) which fair value shall

be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled

to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised

their Dissent Rights in respect of such Corporation Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Corporation Shares, shall

be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of

such Corporation Shares and shall be entitled to receive only the Consideration per Corporation Share to which holders of Corporation

Shares who have not exercised Dissent Rights are entitled to receive under Section 2.3(5) hereof (less any amounts withheld pursuant

to Section 4.5).

3.2 Recognition of Dissenting Holders

(1) In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize

a Person exercising Dissent Rights as the holder of any Corporation Share in respect of which Dissent Rights have been validly exercised

unless such Person (i) is the registered holder of the Corporation Shares in respect of which such rights are sought to be exercised

as of the record date for the Meeting and as of the deadline for exercising such Dissent Rights; (ii) has not voted or instructed

a proxyholder to vote such Corporation Shares in favour of the Arrangement Resolution; and (iii) has strictly complied with the procedures

for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.

Sch. A-9

(2) In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize

any Shareholder who exercises Dissent Rights as a Shareholder after the time at which the transactions contemplated in Sections 2.3(4)

and 2.3(5) take place.

(3) Shareholders who withdraw, or are deemed to withdraw, their exercise of Dissent Rights prior to the Effective

Time shall be deemed to participate in the Arrangement and shall be entitled to receive the Consideration per Corporation Share to which

Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(5) hereof (less any amounts withheld pursuant to

Section 4.5).

(4) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall

be entitled to Dissent Rights: (a) holders of Corporation DSUs, Corporation PSUs, Corporation RSUs, Corporation Legacy Options or

Corporation Options; and (b) Shareholders who vote or have instructed a proxyholder to vote their Corporation Shares in favour of

the Arrangement Resolution.

Article 4

Certificates and Payments

4.1 Payment of Consideration

(1) Prior to the filing of the Articles of Arrangement, the Purchaser or the Parent shall deposit, or arrange

to be deposited: (a) for the benefit of the Shareholders (other than the Dissenting Holders), cash with the Depositary in the aggregate

amount equal to the aggregate Cash Consideration in respect thereof required to be paid by the Purchaser for the Corporation Shares pursuant

to Section 2.3(5) (other than Corporation Shares held by holders described in Section 3.1(2)(b)), which cash will be held by the

Depositary in escrow as agent and nominee of the Purchaser until completion of the steps described in Section 2.3(5), at which time

the Purchaser will have satisfied its obligation to pay such aggregate Cash Consideration to such holders and such cash will be held by

the Depositary solely for the benefit of and as agent and nominee for such former Shareholders for distribution thereto pursuant to this

Article 4, but in all cases subject to Section 4.5; and (b) for the benefit of the holders of Corporation DSUs, Corporation

PSUs, Corporation RSUs, Corporation Legacy Options or Corporation Options, as applicable, with the Corporation as a non-interest bearing

loan to the Corporation, sufficient cash to pay the aggregate amount of cash payable by the Corporation to holders of Corporation DSUs,

Corporation PSUs, Corporation RSUs, Corporation Legacy Options or Corporation Options in accordance with this Plan of Arrangement (including,

for greater certainty, any Taxes required under Law to be withheld and remitted in respect thereof, which shall reduce the amounts to

be paid to such holders), in each case in accordance with Section 2.3, which cash will be held by the Corporation as agent and nominee

for the Purchaser until the Effective Time, at which time the Corporation will hold such cash for its own account (and the non-interest

bearing loan(s) from the Purchaser will arise) until the completion of the steps described in Section 2.3(1), Section 2.3(2)

and Section 2.3(3), and at the time of each respective step, the Corporation will have satisfied its obligation to pay the required

amounts to the applicable former holders of Incentive Securities and the cash will be held by the Corporation solely for the benefit of

and as agent and nominee for the applicable former holders of Incentive Securities. The cash deposited with the Depositary by or on behalf

of the Purchaser shall be held in a non-interest-bearing account.

Sch. A-10

(2) Prior to the filing of the Articles of Arrangement, the Parent shall deposit or cause to be deposited

with the Depositary evidence of the Parent Shares that the Shareholders are entitled to receive pursuant to Section 2.3(5) in book-entry

form, to be held by the Depositary as agent and nominee for the Shareholders for distribution in accordance with Section 4.1(3) below.

(3) Subject to delivery to the Depositary for cancellation of a certificate which immediately prior to the

Effective Time represented outstanding Corporation Shares transferred pursuant to Section 2.3(5) (if applicable) and a duly completed

and executed Letter of Transmittal, together with such additional documents and instruments as the Depositary may reasonably require,

each former Shareholder (other than the Dissenting Holders), shall be entitled to receive in exchange therefor, and the Depositary shall

deliver to such holder, in each case, less any amounts withheld pursuant to Section 4.5, (a) the number of Parent Shares to which

such holder is entitled to receive under the Arrangement; and (b) the Cash Consideration to which such holder is entitled to receive under

the Arrangement.

(4) Following the Effective Time, with the Corporation’s next regular payroll date following the Closing,

the Corporation shall deliver to each former holder of Corporation Legacy Options, Corporation Options, Corporation DSUs, Corporation

PSUs and Corporation RSUs, as reflected on the register maintained by or on behalf of the Corporation in respect of the Corporation Legacy

Options, Corporation Options, Corporation DSUs, Corporation PSUs and Corporation RSUs, through the payroll or equity plan management systems

of the Corporation and its Subsidiaries and in a manner consistent with how such individuals otherwise receive payments from the Corporation,

(or in such other manner as the Corporation and the Purchaser may agree with respect to the timing and manner of such delivery that is

consistent with the Omnibus Equity Incentive Plan or Legacy Option Plan, as applicable, and applicable award agreements, but in any event

in readily available funds), the payment, if any, which such holder of Corporation Legacy Options, Corporation Options, Corporation DSUs,

Corporation PSUs and/or Corporation RSUs has the right to receive pursuant to Section 2.3(1), Section 2.3(2), or Section 2.3(3),

as applicable, for each such Corporation Legacy Option, Corporation Option, Corporation DSU, Corporation PSU and/or Corporation RSU, less

any amount withheld pursuant to Section 4.5.

(5) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to

the Effective Time represented Corporation Shares (other than Corporation Shares in respect of which Dissent Rights have been validly

exercised and not withdrawn) shall be deemed after the time at which the transactions contemplated in Section 2.3(5) take place to

represent only the right to receive upon such surrender the Consideration in lieu of such certificate as contemplated in this Section 4.1,

less any amounts withheld pursuant to Section 4.5, provided that any such certificate formerly representing such Corporation Shares

not duly surrendered on or before the fourth (4th) anniversary of the Effective Date shall cease to represent a claim by or

interest of any former Shareholder of any kind or nature against or in the Corporation, the Purchaser or the Parent. On such date, all

cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the

Depositary to the Purchaser or as directed by the Purchaser.

Sch. A-11

(6) Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance

with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise

remains unclaimed, in each case, on or before the third (3rd) anniversary of the Effective Date, and any right or claim to

payment hereunder that remains outstanding on the third (3rd) anniversary of the Effective Date shall cease to represent a

right or claim of any kind or nature and the right of the holder to receive such payment in respect of Corporation Shares, Corporation

Legacy Options, Corporation Options, Corporation DSUs, Corporation PSUs or Corporation RSUs in accordance with this Plan of Arrangement

shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

(7) No holder of Corporation Shares, Corporation Legacy Options, Corporation Options, Corporation DSUs, Corporation

PSUs or Corporation RSUs shall be entitled to receive any consideration with respect to such Corporation Shares, Corporation Legacy Options,

Corporation Options, Corporation DSUs, Corporation PSUs or Corporation RSUs other than, subject to Section 4.5, any cash payment

or Parent Share issuance to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1. No

dividend or other distribution declared or made after the Effective Time with respect to Corporation Shares with a record date after the

Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented

outstanding Corporation Shares.

4.2 Lost Certificates

In the event any certificate which immediately

prior to the Effective Time represented one or more Corporation Shares that were transferred pursuant to Section 2.3 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 and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained

by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or

other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Corporation

Shares under this Plan of Arrangement 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 such cash is to be delivered shall, as a condition precedent to the

delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser

may direct, or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser (each

acting reasonably) against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged

to have been lost, stolen or destroyed.

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4.3 Deemed Fully Paid and Non-Assessable Shares

All Parent Shares issued pursuant hereto shall

be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes.

4.4 No Fractional Parent Shares

No fractional Parent Shares shall be issued to

former Shareholders in connection with this Plan of Arrangement. The number of Parent Shares to be issued to former Shareholders shall

be rounded down to the nearest whole Parent Share in the event that a former Shareholder would otherwise be entitled to a fractional share.

No compensation will be paid to a former Shareholder in respect of such fractional Parent Share.

4.5 Withholding Rights

(1) Notwithstanding anything to the contrary in the Arrangement Agreement or in this Plan of Arrangement,

each of the Corporation, the Purchaser, the Depositary and any other Person that makes a payment in connection with this Plan of Arrangement,

as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct or withhold on their behalf, from any amount

otherwise payable or deliverable to any Person in connection with this Plan of Arrangement (including any amounts payable to Shareholders

exercising Dissent Rights, and dividends and other amounts otherwise payable to any former Shareholders or holders of Incentive Securities),

such amounts as are required or as it reasonably determines are required to be deducted and withheld with respect to such payment or delivery

under the Tax Act or any provision of any other Law in respect of Taxes, and shall timely remit such withheld amount to the appropriate

Governmental Entity. The Purchaser shall use commercially reasonable efforts to provide the Corporation with advance notice of any amounts

it intends to withhold as soon as practicable. Any such amounts deducted or withheld will be treated for all purposes under this Agreement

as having been paid to the Person in respect of which such deduction or withholding was made; provided that such deducted or withheld

amounts are actually remitted to the appropriate Governmental Entity in accordance with applicable Law.