SHARE PURCHASE AGREEMENT VIDEOTRON LTD. – and – QUEBECOR INC. – and – ROGERS COMMUNICATIONS INC. – and – SHAW COMMUNICATIONS INC. – and – SHAW TELECOM INC. – and – FREEDOM MOBILE INC. August 12, 2022

Exhibit 99.1

Execution Version

SHARE PURCHASE AGREEMENT

VIDEOTRON LTD.

– and –

QUEBECOR INC.

– and –

▇▇▇▇▇▇ COMMUNICATIONS INC.

– and –

▇▇▇▇ COMMUNICATIONS INC.

– and –

▇▇▇▇ TELECOM INC.

– and –

FREEDOM MOBILE INC.

August 12, 2022

TABLE OF CONTENTS

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 12^th day of August, 2022,

AMONG:

VIDEOTRON LTD.,

a corporation existing under the laws of the Province of Québec

(the “Purchaser”)

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QUEBECOR INC.,

a corporation existing under the laws of the Province of Québec

(the “Parent Guarantor”)

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▇▇▇▇▇▇ COMMUNICATIONS INC.,

a corporation existing under the laws of the Province of British Columbia

(“Rogers”)

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▇▇▇▇ COMMUNICATIONS INC.,

a corporation existing under the laws of the Province of Alberta

(“Shaw”)

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SHAW TELECOM INC.,

a corporation existing under the laws of the Province of Alberta

(“▇▇▇▇ Telecom”)

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FREEDOM MOBILE INC.,

a corporation existing under the laws of the Province of Alberta

(“Freedom”)

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WHEREAS, pursuant to the Arrangement Agreement, Rogers has agreed, subject to the terms and conditions set forth therein, to purchase all of the issued and outstanding shares in the capital of Shaw by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the “Shaw Acquisition”);

AND WHEREAS, Shaw Telecom, a wholly-owned Subsidiary of Shaw, is the registered and beneficial owner of all of the issued and outstanding shares in the capital of Freedom;

AND WHEREAS, the Purchaser desires to purchase, and, in connection with the Shaw Acquisition, Rogers and Shaw desire to cause ▇▇▇▇ Telecom to sell to the Purchaser, the Purchased Shares, on the terms and subject to the conditions set forth in this Agreement;

AND WHEREAS, the Parent Guarantor has agreed to become a party to this Agreement solely to guarantee the obligations of the Purchaser pursuant to this Agreement;

AND WHEREAS, concurrently with the execution of this Agreement, and as a material inducement to and condition to each of the Seller Parties’ willingness to enter into this Agreement and the Ancillary Agreements to which it is a party, the Purchaser is delivering (or causing to be delivered) to the Seller Parties the Debt Commitment Letter.

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 covenant and agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings (and grammatical variations thereof shall have corresponding meanings):

[Redacted – definition of leased premises lease].

[Redacted – definition of leased premises sublease].

“Accounting Expert” has the meaning specified in Section 2.8(c).

“Accounting Principles” means IFRS, applied using the accounting principles, methods, policies, estimation techniques, procedures, definitions and other provisions that were used in the preparation of the Audited Freedom Financial Statements, except as expressly modified by the accounting principles, methods, policies, estimation techniques, procedures, definitions and other provisions set forth in Schedule E hereto, in which case such accounting principles, methods, policies, estimation techniques, procedures, definitions and other provisions set forth in Schedule E hereto shall apply regardless of any inconsistency or conflict with the Audited Freedom Financial Statements or IFRS. For the avoidance of doubt, any calculation utilizing the Accounting Principles shall be made after taking into account and giving effect to the consummation of the Reorganization Transactions for purposes of determining Net Debt, Net Working Capital, and the assets or liabilities of Freedom and FMDI.

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“Actual Fraud” means, with respect to a representation or warranty of a Party made in this Agreement, that all of the following are satisfied: (a) the representation or warranty includes an actual and intentional misrepresentation of a material existing fact, (b) with actual knowledge of the Party making such representation or warranty that such representation or warranty is untrue, and (c) with an intention to induce the Party to whom such representation or warranty is made to act.

“affiliate” has the meaning specified in Section 1.2(j).

“Aggregate Cap” means [Redacted – commercially sensitive indemnification cap].

“Agreement” means this share purchase agreement, including all schedules annexed hereto, including, for greater certainty, the Disclosure Letter.

“Alternative Financing” has the meaning specified in Section 4.12(f).

“Alternative Transaction” has the meaning specified in Section 4.26.

“Ancillary Agreements” means the Transition Services Agreement, the Reverse Transition Services Agreement, the Asset Purchase Agreement, the Spectrum Swap Agreements, the Roaming Agreement, [Redacted – commercially sensitive ancillary agreement], the Third-Party Internet Access Services Agreements, the Go Wi-Fi Agreement, the Transport Agreement, [Redacted – leased premises sublease] and the Small Cell Licensing Agreement.

“AoC Tax Returns” means the federal income Tax Returns of Freedom and FMDI for their taxation years ending as a result of the transfer of the Purchased Shares to the Purchaser.

“Appellate Panel” has the meaning specified in Section 4.21(d)(iv).

“Arbitrator” has the meaning specified in Section 4.21(d)(ii).

“Arrangement Agreement” means the arrangement agreement dated as of March 13, 2021 between Rogers and Shaw.

“Assessment” has the meaning specified in Section 5.5(d).

“Asset Purchase Agreement” means the asset purchase agreement to be entered into between Freedom, as vendor, and ▇▇▇▇ Cablesystems Limited, as purchaser, in the form attached as Schedule F, or on such other terms as may be agreed to in writing by Rogers and the Purchaser.

“Assumed Liabilities” has the meaning given to it in the Asset Purchase Agreement.

“Audited Freedom Financial Statements” means the audited carve-out consolidated financial statements of Freedom (excluding the financial results, assets and liabilities associated with the ▇▇▇▇ Mobile wireless business and Freedom Gateway Internet Business) for the fiscal years ended August 31, 2021 and 2020 attached as Schedule 3.1(9) of the Disclosure Letter.

“Authorization” means, with respect to any Person, any Order, permit, approval, consent, waiver, license or similar authorization of any Governmental Entity having jurisdiction over the Person.

“Base Purchase Price” means $2,850,000,000.

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“Benefit Transition Date” has the meaning specified in Section 4.10(b).

“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 Calgary, Alberta, Toronto, Ontario or Montreal, Québec.

“Calculation Time” means the time that is immediately prior to the Closing Time; provided that for purposes of any determination to be made as of the Calculation Time (a) all of the Reorganization Transactions shall be deemed to have occurred immediately prior to the Calculation Time, and (b) the Calculation Time shall be deemed to have occurred prior to giving effect to the transactions contemplated by Section 2.6(a) and the normal day-to-day operations occurring on the Closing Date.

“Canadian Securities Authorities” means the Alberta Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada.

“Canadian Securities Laws” means the Securities Act (Alberta) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

“Cash” means (a) cash and cash equivalents of Freedom and FMDI, (b) term deposits and fixed income securities held by Freedom and FMDI (in each case with a maturity of less than 365 days), (c) all outstanding cheques to the order of Freedom or FMDI and cash posted with Freedom or FMDI by counterparties, and (d) any interest accrued on the foregoing clauses (a) to (c) that remains unpaid; provided that Cash shall be reduced by the value of outstanding cheques issued by Freedom or FMDI to a third party that have not yet cleared where the corresponding account payable has not been included in Closing Net Working Capital as finally determined in accordance with this Agreement.

“CASL” means, collectively, 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 (Canada), the Electronic Commerce Protection Regulations (CRTC), the Electronic Commerce Protection Regulations (Industry Canada), the practice guidelines, bulletins and enforcement advisories issued by the CRTC and all similar Laws in other jurisdictions.

“Class A Shares” means Class A Common shares in the capital of Freedom.

“Class B Shares” means Class B Common shares in the capital of Freedom.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” means the “Effective Date” as defined in the Arrangement Agreement, unless otherwise agreed to by the Parties in writing.

[Redacted – commercially sensitive definition].

“Closing Net Debt” means Net Debt as of the Calculation Time (which shall include, for greater certainty, the Remaining STI Trade Debt).

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“Closing Net Working Capital” means Net Working Capital as of the Calculation Time.

“Closing Statement” has the meaning specified in Section 2.8(a).

“Closing Time” has the meaning specified in Section 2.2.

“Commissioner of Competition” means the Commissioner of Competition appointed pursuant to the Competition Act or any Person duly authorized to exercise the powers of the Commissioner of Competition.

“Competition Act” means the Competition Act (Canada).

“Competition Act Clearance” means (a) the issuance by the Commissioner of Competition of an advance ruling certificate under section 102 of the Competition Act, or a no-action letter in respect of the Transaction together with a waiver of the notification requirement under subsection 113(c) of the Competition Act, and (b) either (i) registration of a Consent Agreement with the Competition Tribunal, or (ii) an order of the Competition Tribunal pursuant to the Commissioner’s application under section 92 of the Competition Act in respect of the Arrangement Agreement allowing the Closing of the Transaction, without modification to the terms set out herein, to proceed, unless otherwise agreed by the Parties.

“Competition Tribunal” means the tribunal established pursuant to section 3 of the Competition Tribunal Act (Canada).

“Confidential Information” means, subject to Section 4.14(b), with respect to Rogers or the Purchaser, as applicable, all information about the business, operations, properties, customers, subscribers, assets, liabilities, strategies, prospects and plans of such Person or its post-Closing affiliates, as well as any portion of any documents, information, compilations, forecasts, analyses or proposals, in any form, that contain, reflect or are based upon, in whole or in part, any of the foregoing information, data, documents, agreements, files and other materials, provided that, for greater certainty, any such information in respect of Freedom, FMDI, or the Freedom Business (including the Freedom Data), shall constitute Confidential Information of the Purchaser.

“Confidentiality Agreement” means the confidentiality agreement dated May 13, 2022 between ▇▇▇▇▇▇, Shaw and the Parent Guarantor.

“Consent Agreement” means a consent agreement between, at least, the Commissioner and one or more parties to the Arrangement Agreement on the basis of which the Transaction is permitted to close without modification to the terms set out herein, unless otherwise agreed by the Parties, but does not include the Section 104 Consent Agreement.

“Constating Documents” means articles of incorporation, amalgamation, arrangement or continuation, partnership agreements, unanimous shareholders agreements, by-laws (or equivalent documents) and all amendments to such articles, partnership agreements, unanimous shareholders agreements or by-laws (or equivalent documents).

“Contract” means any written or oral legally binding agreement, commitment, engagement, contract, franchise, licence, lease, sublease, occupancy agreement, obligation, indenture, mortgage, arrangement or undertaking, together with any amendments and modifications thereto, to which any Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject.

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“Corrupt Practices Legislation” has the meaning specified in paragraph 30 of Schedule B.

“COVID-19” means the coronavirus disease 2019 (dubbed as COVID-19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) including variants thereof and/or any other virus or disease developing from or arising as a result of SARS-CoV-2 and/or COVID-19.

“COVID-19 Measures” means commercially reasonable actions for a Party or any of its Subsidiaries to take or refrain from taking in the operation of their business as a result of COVID-19 in order to comply with the provisions of any health, quarantine, social distancing, shutdown, safety or similar Law or guideline promulgated by any Governmental Entity in connection with COVID-19.

“CRTC” means the Canadian Radio-television and Telecommunications Commission or any successor body thereto.

“D&O Indemnitee” has the meaning specified in Section 4.11.

“Data Room” means the material contained in the virtual data room established by Rogers for Project Mars and hosted on the Firmex platform, as at 5:00 p.m. (Eastern time) on the second day prior to the date hereof, the index of documents of which is appended to the Disclosure Letter.

“Debt Commitment Letter” means the executed commitment letter dated the date hereof (which letter may be subject to customary redactions, including with respect to fee amounts, rates, economic terms and “market flex” provisions and other confidential or commercially sensitive information (but excluding any fee letters)), including all related exhibits, schedules, annexes, supplements and term sheets attached thereto, and the related fee letter, in each case, as amended, restated, supplemented, replaced and/or modified in accordance with the terms hereof, to the extent permitted hereunder.

“Debt Financing” means the financing contemplated under the Debt Commitment Letter or the Debt Financing Documents, in each case the proceeds of which may be used by the Purchaser to satisfy the aggregate Purchase Price payable under the terms of this Agreement.

“Debt Financing Documents” means the definitive documentation with respect to the Debt Financing on the respective terms and conditions (including the “market flex” provisions) contained in the Debt Commitment Letter or on other terms that, with respect to conditionality, are not less favourable to the Purchaser in any material respect.

“Debt Financing Sources” means the Persons that at any time have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part of the Debt Financing (or Alternative Financings) in connection with the Transaction, including the parties to any Debt Commitment Letters, Debt Financing Documents or other commitment letters, engagement letters, joinder agreements, underwriting agreements, indentures or credit agreements entered into or relating to any Debt Financing (and any definitive documentation related thereto) and any arrangers, underwriters, administrative agents or other agents or lenders in connection with the Debt Financing, together with, in each case, their respective affiliates, and their respective affiliates’, officers, directors, employees, agents, stockholders, partners (general or limited), managers members, controlling parties, Representatives, funding sources and other representatives of each of the foregoing, and their respective successors and assigns.

“Deductible” has the meaning specified in Section 5.4(a)(i).

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“Delayed ISED Licenses” has the meaning specified in Section 4.4(c).

[Redacted – commercially sensitive definition].

“Direct Claim” has the meaning specified in Section 5.5(c).

“Disclosure Letter” means the disclosure letter dated the date of this Agreement, including all schedules, exhibits and appendices thereto, delivered by the Seller Parties to the Purchaser with this Agreement.

“Disputed Matter” has the meaning specified in Section 4.21(c).

“Employee Plans” means all health, welfare, retiree benefit, supplemental unemployment benefit, fringe benefits, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, death benefits, termination, retention, change in control, severance, share purchase, share compensation or any other share or equity-based compensation, disability, pension, retirement or supplemental retirement plans and other employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of any current or former director of Freedom or FMDI or any of the Freedom Employees, or any dependents or beneficiaries of any such person, registered, unregistered, funded or unfunded, which are maintained by or binding upon Shaw or its Subsidiaries, as applicable, or in respect of which Shaw or its Subsidiaries, as applicable, has any actual or potential liability or obligations; provided that, notwithstanding the foregoing, “Employee Plans” shall not include any Statutory Plans.

“Employee Transfers” has the meaning specified in Section 4.9(a).

“Environmental Laws” means all Laws relating to worker health and safety, pollution, protection of the natural environment or any species that might make use of it or the generation, production, import, export, use, storage, treatment, transportation, disposal or Release of Hazardous Substances, including under common law, and all Authorizations issued pursuant to such Laws.

“Estimated Closing Net Debt” has the meaning specified in Section 2.5(a).

“Estimated Closing Net Working Capital” has the meaning specified in Section 2.5(a).

“Estimated Closing Statement” has the meaning specified in Section 2.5(a).

[Redacted – commercially sensitive definition].

[Redacted – commercially sensitive definition].

“Estimated Purchase Price” has the meaning specified in Section 2.5(a).

“Estimated Remaining STI Trade Debt” has the meaning specified in Section 2.5(a).

“Evaluation Material” has the meaning specified in the Confidentiality Agreement.

“FMDI” means Freedom Mobile Distribution Inc., a corporation existing under the laws of the Province of Alberta.

“FMDI Shares” has the meaning specified in paragraph 8(b) of Schedule B.

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“Franchise Laws” means Ontario’s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act (Franchise Disclosure), 2000 and Ontario Regulation 581/00, Alberta’s Franchises Act and Alberta Regulation ▇▇▇/▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’s Franchises Act and the Franchises Act Regulations, New Brunswick’s Franchises Act and the Franchises Act Regulations, Manitoba’s The Franchises Act and the Franchises Regulations and British Columbia’s Franchises Act and BC Regulation 238/2016, Franchises Regulation.

“Freedom” has the meaning specified in the preamble.

“Freedom Assets” means all of the assets, properties (real or personal), Contracts, permits, rights, licenses or other privileges (whether contractual or otherwise) owned by Freedom or FMDI or leased or licensed to Freedom or FMDI from any Person (other than (i) those assets, properties (real or personal), Contracts, permits, rights, licenses or other privileges (whether contractual or otherwise) leased or licensed to Freedom or FMDI from Shaw or its Subsidiaries or which Shaw or its Subsidiaries make available for the benefit of Freedom or FMDI, in each case, which are covered by the Transition Services Agreement, (ii) the Retained Assets and (iii) the [Redacted – leased premises lease]).

“Freedom Business” means the “Freedom Mobile” wireless business and Freedom Gateway Internet Business operated by Freedom and FMDI (excluding the Retained Assets and [Redacted – leased premises lease]).

“Freedom Data” means any and all information and data, including any Personal Information, collected, processed or otherwise controlled or held by, or in the possession of, Shaw or its Subsidiaries regarding any current, former or prospective customers of the Freedom Business, Freedom Employees, consultants, agents, independent contractors or temporary workers of the Freedom Business or any other Persons having business dealings with the Freedom Business.

“Freedom Employees” means: (a) the employees of Freedom and FMDI (other than the Freedom Transferring Employees), and (b) the Shaw Transferring Employees.

“Freedom Financial Statements” means, collectively, the Audited Freedom Financial Statements and the Unaudited Freedom Financial Statements.

“Freedom Fundamental Representations” means the representations and warranties of Freedom set forth in paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 5(a) [Non-Contravention], 6 [Capitalization], 7 [Shareholders and Similar Agreements], 8 [Subsidiaries] and 28 [Brokers] of Schedule B.

“Freedom Gateway Internet Business” means the Internet services provided to Freedom customers by ▇▇▇▇ Cablesystems G.P. and rebranded as Freedom Internet 150.

“Freedom ISED Licenses” means all of the ISED Licenses held by Freedom which contain, as a condition of such license, the requirement to seek the prior approval of ISED Canada to a transfer or a deemed transfer of such license as a result of a change of control of Freedom, as set forth in Schedule 1.1(b) of the Disclosure Letter.

“Freedom Shares” means, collectively, the Class A Shares, the Class B Shares and the Preferred Shares.

[Redacted – commercially sensitive definition].

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“Freedom Tax Attributes” means the aggregate of the following tax attributes of Freedom and FMDI: (i) non-capital losses (ii) the undepreciated capital cost of depreciable property determined without reference to subsection 13(26) or Regulation 1100(2) of the Tax Act, and (iii) Ontario corporate minimum tax credit carry-forwards (including corporate minimum tax credits in respect of instalments paid) divided by 0.265.

“Freedom Tax Rate” means the combined federal provincial tax rate applicable to ordinary business income earned by Freedom as at the Closing Date, expressed as a percentage calculated as follows: the federal tax rate plus the weighted average applicable provincial tax rate (determined by taking the sum of each provincial tax rate in a particular province multiplied by the proportionate provincial allocation of taxable income of Freedom to such province, provided that if there is no taxable income, to be determined based on assumed taxable income of $1,000,000).

“Freedom Transferring Employees” means the employees of Freedom set forth in Schedule 4.9(a) of the Disclosure Letter who are transferring to Shaw or one of its Subsidiaries (other than Freedom or FMDI) as part of the Employee Transfers (but excluding any individual that is no longer employed by Freedom or FMDI at the time the Employee Transfers are implemented).

“Freedom Upsale Agreements” means (a) the receivables upsale agreement between Freedom, as the seller, and Shaw, as the purchaser, and (b) the receivables upsale agreement between FMDI, as the seller, and Shaw, as the purchaser, each dated June 19, 2018.

[Redacted – commercially sensitive definition].

“Fundamental Representations” means the Freedom Fundamental Representations, the Seller Fundamental Representations and the Purchaser Fundamental Representations.

“Governmental Entity” means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral or adjudicative body, commission, board, bureau, commissioner, ministry, governor-in-council, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the above, (c) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or Tax authority under or for the account of any of the foregoing, or (d) any stock exchange.

“Go Wi-Fi Agreement” means the agreement to be entered into between Freedom and Rogers, on the terms set forth in Schedule N hereto, or on such other terms as may be agreed to in writing by Rogers and the Purchaser, and otherwise in accordance with Section 4.21.

“Guarantee” has the meaning specified in Section 7.1(b).

“Guaranteed Obligations” has the meaning specified in Section 7.1(b).

“Hazardous Substances” means any substance that is (a) defined, regulated or prohibited or (b) classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant, under or pursuant to any applicable Environmental Laws.

[Redacted – commercially sensitive definition].

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“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board that are applicable to public issuers in Canada.

“Indebtedness” means, with respect to any Person, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person under leases required to be capitalized in accordance with the Accounting Principles with the amount of such leases being the amount that is required to be capitalized in accordance with the Accounting Principles; (d) all monetary obligations of such Person owing under swap contracts, derivative financial instruments or similar financial instruments (which amount shall be calculated based on the amount that would be payable by such Person if the relevant Contract or instrument were terminated on the date of determination); (e) all reimbursement obligations with respect to bankers’ acceptances or similar credit transactions or letters of credit, if and to the extent drawn upon, (f) the amount of any accrued and unpaid income Tax liabilities of Freedom and FMDI for any Pre-Closing Tax Period, excluding Taxes arising from the Reorganization Transactions, (g) indebtedness representing the deferred or unpaid purchase price of any asset of such Person, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement, excluding trade payables and accrued expenses, if and to the extent such trade payables and accrued expenses would not appear as indebtedness on a statement of financial position prepared in accordance with the Accounting Principles, (h) all obligations of such Person in respect of any defined benefit pension plan and the employer portion of any payroll or other Taxes related to the foregoing (i) any accrued and unpaid interest in respect of any of the foregoing obligations, (j) any prepayment and redemption premiums or penalties (if any) payable at or as a result of the Closing, in respect of any of the foregoing obligations, and (k) all unpaid obligations of such Person of the type referred to in clauses (a) through (j) in respect of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations, in each case solely to the extent that payment has been demanded by the beneficiary of such obligation and the underlying obligor is in default of such obligations; provided that, notwithstanding the foregoing, “Indebtedness” shall not include (i) any indebtedness owing solely between Freedom and FMDI, (ii) any amounts reflected as a liability in Closing Net Working Capital as finally determined in accordance with this Agreement, (iii) any asset retirement obligations, (iv) any deferred income Tax liabilities.

“Indemnified Party” means a Person making a claim for indemnification under Article 5.

[Redacted – commercially sensitive definition on indemnification obligations].

“Indemnified Taxes” means [Redacted – commercially sensitive information].

“Indemnifying Party” means any Party against whom a claim for indemnification is made under Article 5.

“Intellectual Property” means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (c) copyrights, copyright registrations and applications for copyright registration; (d) mask works, mask work registrations and applications for mask work registrations; (e) designs, design registrations, design registration applications and integrated circuit topographies; (f) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trademark registrations, trade ▇▇▇▇ applications, trade dress and logos, and the goodwill associated with any of the foregoing; (g) Software; and (h) any other intellectual property and industrial property.

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“Inventories” means items that are held by Freedom or FMDI for sale, license, rental, lease or other distribution in the Ordinary Course, or are being produced for sale, or are to be consumed, directly or indirectly, in the production of goods or services to be available for sale, of every kind and nature and wheresoever situate including inventories of raw materials, work-in-progress, finished goods and by-products, operating supplies and packaging materials.

“ISED Canada” means the Minister of Innovation, Science and Industry acting in accordance with the powers and discretion accorded to the Minister under the Radiocommunication Act (Canada) and, where the context so requires, his designees or representatives at Innovation, Science and Economic Development Canada.

“ISED License” means a radio or spectrum license issued by ISED Canada pursuant to the Radiocommunication Act (Canada).

“Key Employee” means, with respect to any Person, an employee of such Person at the “Executive” level or above.

“Key Freedom Regulatory Approvals” means, collectively, (a) the Competition Act Clearance and (b) the Primary ISED Approval.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, consent agreement, decision, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by or registered with a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities (including, for greater certainty, Canadian Securities Laws, U.S. Securities Laws, and Franchise Laws), and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Leased Premises” means all real property that is leased, subleased, licensed or otherwise occupied by Freedom or FMDI pursuant to a Real Property Lease.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance in property (real or personal) of any kind, in each case, howsoever created or arising, whether fixed or floating, perfected or not, contingent or absolute excluding non-exclusive licenses granted in the Ordinary Course.

“Losses” means any losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses, whether contractual, legal or equitable, including reasonable and documented legal or professional fees or costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing, provided that in no event shall Losses include any punitive or exemplary damages, except to the extent constituting components of third-party claims or awards in respect of which the Person claiming the Loss faces liability.

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“Material Adverse Effect” means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse, to the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of Freedom, FMDI or the Freedom Business, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

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provided, however, (i) if any change, event, occurrence, effect, state of facts, or circumstance referred to in clauses (a) through to and including (c) above has a materially disproportionate effect on the Freedom Business, taken as a whole, relative to other comparable mobile wireless businesses in Canada, such effect may be taken into account in determining whether a Material Adverse Effect has occurred (in which case only the incremental disproportionate effect may be taken into account in determining whether a Material Adverse Effect has occurred); and (ii) that references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred.

“Material Contract” means any Contract that is a Freedom Asset:

each of which have been identified in Schedule 1.1 of the Disclosure Letter.

“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.

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“Money Laundering Laws” has the meaning specified in paragraph 31 of Schedule B.

“Net Debt”, which may be a positive or negative number, means, without duplication, an amount equal to (a) Indebtedness of Freedom and FMDI, plus (b) Transaction Expenses, plus (c) any amounts owing from Freedom or FMDI to Shaw or its Subsidiaries (other than Freedom or FMDI), plus (d) Taxes arising from the Reorganization Transactions (as determined in accordance with Section 4.7), minus (e) Cash, minus (f) income Tax instalments recoverable of Freedom and FMDI, net of Tax payable thereon, but excluding for greater certainty any refundable tax credit (including the credits already covered in the definition of Freedom Tax Attributes), minus (g) any amounts owing from Shaw or its Subsidiaries (other than Freedom or FMDI) to Freedom or FMDI, in each case prepared, determined and calculated in accordance with the Accounting Principles (an illustrative calculation of which is set forth in Schedule E).

“Net Working Capital” means, without duplication, an amount equal to (a) all current assets of Freedom and FMDI; plus (b) all non-current assets of Freedom and FMDI identified with reasonable specificity in the illustrative calculation of Net Working Capital in Schedule E, minus (c) all current liabilities of Freedom and FMDI but excluding, for greater certainty, (i) assets and liabilities of Freedom or FMDI included in Net Debt (including, for greater certainty, Transaction Expenses), (ii) current lease liabilities of Freedom and FMDI, (iii) income Taxes payable or recoverable of Freedom and FMDI (iv) deferred income Tax assets and deferred income Tax liabilities, and (v) receivables and payables between Freedom and FMDI, in each case prepared, determined and calculated in accordance with the Accounting Principles (an illustrative calculation of which is set forth in Schedule E).

“Notice” has the meaning specified in Section 8.3.

“Notice of Arbitration” has the meaning specified in Section 4.21(c).

“Orders” means all applicable judgments, orders, writs, injunctions, rulings, decisions, assessments and binding directives, protocols, policies and guidelines having the force of law rendered by any Governmental Entity.

“Ordinary Course” means, with respect to an action taken or operation in relation to the Freedom Business or the Freedom Assets, that such action or operation is consistent with the past practices of Shaw or its Subsidiaries in relation to the Freedom Business or the Freedom Assets and is taken in the ordinary course of the normal day-to-day operations of the Freedom Business, including any commercially reasonable deviations therefrom taken in good faith by Shaw or any such Subsidiary as a result of or in response to natural disasters, calamities, emergencies, crises or any COVID-19 Measures.

“Other Ancillary Agreements” means all of the Ancillary Agreements with the exception of the Roaming Agreement and the Small Cell Licensing Agreement.

“Outside Date” means the “Outside Date” as defined in the Arrangement Agreement, as it may be extended from time to time: (a) in accordance with the Arrangement Agreement; or (b) pursuant to any consent, amendment or other Contract entered into between Rogers and Shaw, provided that the Outside Date for purposes of this Agreement shall be no later than January 31, 2023 without the Purchaser’s written consent.

“Outstanding Ancillary Agreement” has the meaning specified in Section 4.21(b).

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“Parent Guarantor” has the meaning specified in the preamble.

“Parties” means, collectively, the Purchaser, Rogers, Shaw, ▇▇▇▇ Telecom and Freedom, and “Party” means any one of them.

“Pending Claim” means (a) all pending claims relating to the Freedom Business made by Shaw or any of its Subsidiaries against or under any insurance policy maintained by or for the benefit of Shaw or any of its affiliates prior to Closing, and (b) any claims relating to the Freedom Business reported or required to be reported under any insurance policy maintained by or for the benefit of Shaw or any of its Subsidiaries pursuant to Section 4.20.

“Permitted Liens” means, in respect of Freedom, FMDI, or the Freedom Assets, any one or more of the following:

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“Person” includes any individual, partnership, association, body corporate, trust, organization, 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 that is subject to any Privacy Law or capable of being associated with a legal Person (in jurisdictions where legal Persons have the benefit of, or are protected by, Privacy Laws) or with an individual consumer or device, including information that identifies, or could be combined with other information to identify a device or natural person, including name, physical address, telephone number, email address, financial account number, government-issued identifier (including Social Insurance number and driver’s license number), medical, health or insurance information, gender, date of birth, educational or employment information, any religious or political view or affiliation, marital or other status, photograph, face geometry or biometric information, and any other data used or intended to be used to identify, contact or precisely locate an individual. “Personal Information” includes information in any form, including paper, electronic and other forms.

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“Post-Closing Employee Plans” has the meaning specified in Section 4.10.

“Pre-Closing Receivables” has the meaning specified in Section 4.23.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Time (but shall not include any taxable period beginning on the Closing Date) and, with respect to a Straddle Period, the portion of such Straddle Period ending at the Closing Time.

“Preferred Shares” means Preferred shares in the capital of Freedom.

“Primary ISED Approval” means the receipt of all approvals required from ISED Canada for the deemed transfer of all of the Freedom ISED Licenses to the Purchaser [Redacted – commercially sensitive information].

“Privacy Laws” means any applicable Law that governs the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information and any such law governing data breach notification, in any jurisdiction in which Freedom or FMDI provides services, including, the Personal Information Privacy and Electronic Documents Act (Canada), the CASL, and any published interpretation and guidance issued by any Governmental Entity.

“Property Taxes” has the meaning specified in Section 4.7(j).

“Purchase Price” has the meaning specified in Section 2.4.

“Purchase Price Dispute Notice” has the meaning specified in Section 2.8(b).

“Purchased Shares” means all of the issued and outstanding shares of Freedom as of the Closing Time (after giving effect to any Reorganization Transactions that are effected prior to Closing).

“Purchaser” has the meaning specified in the preamble.

[Redacted – commercially sensitive definition].

“Purchaser Fundamental Representations” means (a) the representations and warranties of the Purchaser set forth in paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 5(a) [Non-Contravention] and 10 [Brokers] of Schedule C, and (b) the representations and warranties of the Parent Guarantor set forth in Section 7.1(g).

“Purchaser Indemnified Parties” has the meaning specified in Section 5.2.

“Real Property Lease” means any lease, sublease, license, occupancy agreement or other agreement with respect to any real property leased, subleased, licensed or otherwise occupied by Freedom or FMDI.

“Regulatory Approvals” means, collectively, (i) the Competition Act Clearance, (ii) the Primary ISED Approval, and (iii) [Redacted – commercially sensitive information].

“Related Parties” means, in respect of a Party, such Party’s past, present or future director, officer, employee, incorporator, member, partner, agent, equityholder, affiliate or other Representative of such Party, and any of its successors and assigns, and any past, present or future director, officer, employee, incorporator, member, partner, agent, equityholder, affiliate or other Representative of any of the foregoing.

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“Release” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“Remaining STI Trade Debt” has the meaning set forth in Schedule D.

“Reorganization Tax Period” means any taxable period (other than a Pre-Closing Tax Period) that includes one or more Reorganization Transactions.

“Reorganization Transactions” has the meaning set forth in Section 4.6.

“Representative” has the meaning given to it in the Confidentiality Agreement.

“Resolution Period” has the meaning specified in Section 2.8(b).

“Retained Asset Note” has the meaning specified in Section 2.6(b)(ii).

“Retained Asset Purchase Price” means the aggregate purchase price payable by ▇▇▇▇ Cablesystems Limited under the Asset Purchase Agreement in consideration for the Retained Assets (less the amount of the Accrued Liabilities (as defined in the Asset Purchase Agreement)), as may be adjusted in accordance with the Asset Purchase Agreement.

“Retained Assets” means the “Purchased Assets” as defined in the Asset Purchase Agreement.

“Reverse Transition Services Agreement” means the transition services agreement to be entered into between Freedom and Rogers in the form attached as Schedule H hereto, or on such other terms as may be mutually agreed to in writing by Rogers and the Purchaser.

“Review Period” has the meaning specified in Section 2.8(b).

[Redacted – commercially sensitive definition].

“Roaming Agreement” means the roaming agreement to be entered into between Freedom, ▇▇▇▇▇▇ Communications Canada Inc. and Purchaser, on the terms set forth in Schedule K hereto, or on such other terms as may be mutually agreed to in writing by Rogers and the Purchaser, and otherwise in accordance with Section 4.21.

“Rogers” has the meaning specified in the preamble.

“Sanctions” has the meaning specified in paragraph 29 of Schedule B.

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

[Redacted – commercially sensitive definition].

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“Section 104 Consent Agreement” means the consent agreement entered into by ▇▇▇▇▇▇, ▇▇▇▇ and the Commissioner of Competition on May 30, 2022 in respect of the Tribunal Proceedings in respect of section 104 of the Competition Act.

“Secured Data Room” means the secured and encrypted virtual data room established by Shaw as at 5:00 p.m. (Eastern time) on the second day immediately prior to the date of this Agreement, the index of documents of which is appended to the Disclosure Letter.

“Securities Authorities” means the Canadian Securities Authorities and the SEC.

“Securities Laws” means Canadian Securities Laws and U.S. Securities Laws.

“SEDAR” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the Canadian Securities Authorities.

[Redacted – commercially sensitive definition].

“Seller Fundamental Representations” means the representations and warranties of the Seller Parties set forth in paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 5(a) [Non-Contravention] and 7 [Brokers] of Schedule A.

“Seller Indemnified Parties” has the meaning specified in Section 5.3.

“Seller Parties” means, collectively, ▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇ Telecom, and “Seller Party” means any one of them.

“Shared Contract” has the meaning specified in Section 4.18.

“Shaw” has the meaning specified in the preamble.

“Shaw Acquisition” has the meaning specified in the recitals.

“Shaw Family Group” has the meaning specified in the Arrangement Agreement.

“Shaw Filings” means all forms, reports, schedules, statements and other documents which are publicly filed or furnished by Shaw pursuant to applicable Canadian Securities Laws or the U.S. Exchange Act since August 31, 2019 to the date of this Agreement.

“Shaw Guarantees” has the meaning specified in Section 4.17(a).

“Shaw Letter of Credit” has the meaning specified in Section 4.17(b).

“▇▇▇▇ Mobile” refers to the Shaw-branded wireless service, which was announced on July 30, 2020.

“Shaw Telecom” has the meaning specified in the preamble.

“Shaw Transferring Employees” means the employees of Shaw or any of its Subsidiaries (other than Freedom or FMDI) set forth in Schedule 4.9(b) of the Disclosure Letter who are transferring to Freedom as part of the Employee Transfers (but excluding any individual that is no longer employed by Shaw or one of its Subsidiaries (other than Freedom or FMDI) at the time the Employee Transfers are implemented).

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“Small Cell Licensing Agreement” means the licensing agreement to be entered into between Rogers or its applicable affiliate(s) and Parent Guarantor or its applicable affiliate(s) on the terms set forth in Schedule Q hereto, or on such other terms as may be agreed to in writing by Rogers and the Purchaser, and otherwise in accordance with Section 4.21.

[Redacted – commercially sensitive definition].

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

[Redacted – commercially sensitive definition].

“Spectrum Swap Agreement (2500 MHz)” means the spectrum swap agreement between Freedom and Rogers in the form attached as Schedule I hereto, or on such other terms as may be mutually agreed to in writing by Rogers and the Purchaser.

“Spectrum Swap Agreement (AWS-1)” means the spectrum swap agreement between Freedom and Rogers in the form attached as Schedule J hereto, or on such other terms as may be mutually agreed to in writing by Rogers and the Purchaser.

“Spectrum Swap Agreements” means, collectively, the Spectrum Swap Agreement (2500 MHz) and the Spectrum Swap Agreement (AWS-1).

“Statutory Plans” means statutory benefit plans which Shaw or its Subsidiaries, as applicable, are required to participate in or comply with, including any benefit plan administered by any federal or provincial government and any benefit plans administered pursuant to applicable health, tax, workplace safety insurance, and employment insurance legislation.

“Straddle Period” means any taxable period beginning before and ending after the Closing Date.

“Subsidiary” has the meaning specified in Section 1.2(j).

“Target Net Working Capital” means [Redacted – commercially sensitive monetary amount].

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

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports, and including any documents filed under section 125.7 of the Tax Act) filed or required to be filed in respect of Taxes.

“Taxes” means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, and any amounts owing or refunds owing under section 125.7 of the Tax Act, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’

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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 insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party, and in each case, whether disputed or not.

“Technical Lease” means a macro-site lease or license of real property which permits the installation and operation of a cellular tower or rooftop antenna, or a license to install a cellular antenna on a tower or structure (which, for greater certainty, shall exclude small cell licenses and attachment agreements).

[Redacted – commercially sensitive definition].

“Third-Party Claim” has the meaning specified in Section 5.5(a).

“Third-Party Internet Access Services Agreements” means (i) the third-party internet access services agreement to be entered into between ▇▇▇▇▇▇ Communications Canada Inc. and Parent Guarantor and the CSG Agreement to be entered into between ▇▇▇▇▇▇ Communications Canada Inc. and Parent Guarantor [Redacted – commercially sensitive information] and otherwise in accordance with Section 4.21.

“Transaction” means, collectively, the purchase and sale of the Purchased Shares and all other transactions contemplated by this Agreement or the Ancillary Agreements (including, for greater certainty, the Reorganization Transactions and excluding, for greater certainty, the Shaw Acquisition).

“Transaction Expenses” means the following amounts, but solely to the extent that such amount is an obligation of Freedom or FMDI that has not been paid prior to Closing: (a) all fees, expenses and disbursements of legal counsel, investment bankers, accountants, consultants, economists and other professional advisors incurred in connection with the Transaction (including the Reorganization Transactions but excluding any reimbursable expenses contemplated in Sections 4.13(c), 4.17 or 4.20(b)), (b) any stay, sale, retention, transaction or change of control bonuses, or, subject to Section 4.9, severance payments payable by Freedom or FMDI to any current or former employee, officer, director or other service provider of or to Freedom or FMDI pursuant to any existing Contract with such Person or as otherwise required by Law or agreed to by Rogers, Shaw, or any of their affiliates, in each case to the extent payable as a result of the consummation of the Transaction (but excluding, for greater certainty, any severance or other payments ( [Redacted – commercially sensitive indemnification obligation]) arising as a result of the occurrence of one or more additional post-Closing actions taken by the Purchaser or any of its affiliates (including, from and after Closing, Freedom or FMDI)), together with the employer portion of any taxes payable on such amounts and (c) all broker’s, finder’s or similar fees incurred in connection with the Transaction.

“Transfer Date” has the meaning specified in Section 4.9(a).

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“Transition Services Agreement” means the transition services agreement to be entered into between Freedom and Rogers in the form attached as Schedule G hereto, or on such other terms as may be mutually agreed to in writing by Rogers and the Purchaser.

“Transport Agreement” means the transport agreement to be entered into between Freedom and Rogers, on the terms set forth in Schedule O hereto, or on such other terms as may be agreed to in writing by Rogers and the Purchaser, and otherwise in accordance with Section 4.21.

“Tribunal Proceedings” means the proceedings commenced by the Commissioner of Competition against Rogers and Shaw before the Competition Tribunal in file CT-2022-02 pursuant to sections 92 and 104 of the Competition Act.

“Unaudited Freedom Financial Statements” means the unaudited carve-out consolidated statements of financial position, income and comprehensive income, changes in net investment of parent and cash flows of Freedom (which are prepared on the same basis as the Audited Freedom Financial Statements and exclude the financial results, assets and liabilities associated with the ▇▇▇▇ Mobile wireless business and Freedom Gateway Internet Business) as of and for the nine-month period ended May 31, 2022 attached as Schedule 3.1(9)(b) of the Disclosure Letter.

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

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

“U.S. Securities Laws” means the U.S. Securities Act and all other applicable U.S. federal securities laws.

“willful breach” means a material breach of this Agreement that is a consequence of any act or failure to act by the breaching Party with the actual knowledge that the taking of such act or the failure to take such act would, or would be reasonably expected to, cause a material breach of this Agreement.

[Redacted – commercially sensitive definition].

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

(b) Currency. Unless otherwise specified, (i) all references to dollars or to $ are references to Canadian dollars, and (ii) in the event that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of The Bank of Canada available before the relevant calculation date (it being understood and agreed that, for purposes of the calculation or

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determination of (x) the Estimated Closing Net Working Capital or the Estimated Closing Net Debt or any component thereof, the exchange rate shall be determined using the applicable closing rate published by the Bank of Canada on the Business Day immediately preceding the delivery of the Estimated Closing Statement, and (y) the Closing Net Working Capital or the Closing Net Debt or any component thereof, exchange rate shall be determined using the applicable closing rate published by the Bank of Canada on the Closing Date).

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases and References, etc.

(e) Capitalized Terms. Except as otherwise expressly provided in any Schedule or the Disclosure Letter, all capitalized terms used in any Schedule or in the Disclosure Letter have the meanings ascribed to them in this Agreement.

(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of Freedom, it is deemed to refer to the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇, Executive Chair and Chief Executive Officer, Trevor English, Executive Vice President, Chief Financial and Corporate Development Officer, ▇▇▇▇ ▇▇▇▇▇▇▇▇, President, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice President, Chief Legal and Regulatory Officer or ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Operating Officer and Chief Technical Officer, after reasonable inquiry.

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(g) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise. Any reference to a section of a federal taxation statute of Canada shall, unless otherwise expressly indicated or unless the context otherwise requires, include and refer to the equivalent provisions of any applicable provincial taxation statute.

(h) 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 4:30 p.m. (Eastern time) on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. (Eastern time) 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.

(i) Time References. References to days means calendar days, unless stated otherwise. References to time are to local time in Montréal, Québec and Toronto, Ontario unless otherwise stated.

(j) Affiliates and Subsidiaries. For the purpose of this Agreement, a Person is an “affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person, provided that (i) prior to Closing, Freedom and FMDI shall constitute “affiliates” of Shaw and ▇▇▇▇ Telecom, (ii) from and after Closing, Freedom and FMDI shall constitute “affiliates” of the Purchaser (and shall cease to be “affiliates” of Shaw and ▇▇▇▇ Telecom), (iii) in no case shall an “affiliate” of Shaw, ▇▇▇▇ Telecom or Rogers include any member of the Shaw Family Group, Corus Entertainment Inc., or the Rogers Control Trust and (iv) in no case shall an “affiliate” of the Purchaser or the Parent Guarantor include Pierre ▇▇▇▇ ▇▇▇▇▇▇▇▇ or members of his family. A “Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary. A Person is considered to “control” another Person if: (i) the first Person beneficially owns or directly or indirectly exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation, or (ii) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership, or (iii) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of Shaw, each such provision shall be construed as a covenant by Shaw to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

The Disclosure Letter itself and all information contained in it is Evaluation Material and is subject to the terms and conditions of the Confidentiality Agreement.

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ARTICLE 2

PURCHASE AND SALE; CLOSING

Subject to the terms and conditions set forth herein, at the Closing on the Closing Date, ▇▇▇▇ Telecom shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase from Shaw Telecom, all right, title and interest in and to the Purchased Shares, free and clear of all Liens (except for restrictions on transfer under Freedom’s Constating Documents or applicable Securities Laws).

Subject to the satisfaction (or, where legally permissible, waiver by the Party or Parties entitled to the benefit of the applicable condition) of all conditions set forth in Section 2.3, the closing of the purchase and sale of the Purchased Shares (the “Closing”) shall take place as early as practicable on the Closing Date (the “Closing Time”), via electronic exchange of signatures, unless another time or date is agreed to in writing by the Parties.

(a) Mutual Conditions Precedent. The Parties are not required to complete the Transaction unless each of the following conditions is satisfied at or prior to the Closing Time, which conditions (other than the conditions in Section 2.3(a)(i) which may be waived jointly (but not individually) by Rogers and Shaw) may only be waived (to the extent permissible under applicable Law), in whole or in part, by the unanimous consent of each of Rogers, Shaw and the Purchaser:

(b) Additional Condition Precedent to the Obligations of the Purchaser. The Purchaser is not required to complete the Transaction unless the following condition is satisfied, which condition is for the exclusive benefit of the Purchaser and may only be waived (to the extent permissible under applicable Law), in whole or in part, by the Purchaser in its sole discretion:

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(c) Without limiting the rights of the Parties under Section 6.1 [Termination], except as expressly set forth in this Section 2.3 there are no conditions precedent to the Parties’ obligations to consummate the Closing on the Closing Date and, for greater certainty, neither the accuracy of a Party’s representations and warranties contained in this Agreement, nor a Party’s compliance with its covenants contained in this Agreement, shall be a condition to Closing.

The aggregate purchase price (the “Purchase Price”) for the Purchased Shares shall be equal to:

(a) the Base Purchase Price;

(b) minus the Closing Net Debt (which, for greater certainty, shall result in an increase in the Purchase Price if Closing Net Debt is a negative number);

(c) plus the amount, if any, by which the Closing Net Working Capital exceeds the Target Net Working Capital;

(d) minus the amount, if any, by which the Closing Net Working Capital is less than the Target Net Working Capital;

(e) plus the Retained Asset Purchase Price;

(f) minus [Redacted – commercially sensitive purchase price adjustment]; and

(g) minus [Redacted – commercially sensitive purchase price adjustment].

(a) At least three Business Days prior to the anticipated Closing Date, the Seller Parties shall deliver (or cause to be delivered) to the Purchaser a statement (as it may be adjusted pursuant to Section 2.5(b), the “Estimated Closing Statement”) setting forth (i) the Sellers Parties’ good faith estimates of (A) the Closing Net Working Capital (“Estimated Closing Net Working Capital”), and (B) the Closing Net Debt (the “Estimated Closing Net Debt”), which estimate shall include, for greater certainty, the Seller Parties’ good faith estimate of the Remaining STI Trade Debt, if any (the “Estimated Remaining STI Trade Debt”), and (ii) the Seller Parties’ resulting good faith calculation of the Purchase Price determined without regard to Section 2.9 or [Redacted – commercially sensitive purchase price adjustment] (the “Estimated Purchase Price”). The Estimated Closing Statement shall be prepared in accordance with this Agreement and the Accounting Principles, and shall be accompanied by reasonable supporting detail with respect to the calculation of the amounts set out therein (including details relating to the intercompany payments contemplated in Section 1 of Schedule D).

(b) Following the delivery of the Estimated Closing Statement, the Seller Parties shall consider in good faith any of Purchaser’s comments on the calculation of the Estimated Purchase Price and the components thereof and make any revisions to the Estimated Closing Statement that are agreed to by Rogers and the Purchaser prior to the Closing Date.

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(c) Concurrently with the delivery of the Estimated Closing Statement, the Seller Parties shall deliver (or cause to be delivered) to the Purchaser a statement certified by a senior officer of Shaw, without personal liability, setting forth the calculation of [Redacted – commercially sensitive purchase price adjustment].

(a) At the Closing, but prior to the purchase and sale of the Purchased Shares pursuant to Section 2.1 (i) the Purchaser shall, as an advance to Freedom by way of a non-interest bearing loan, pay in cash by wire transfer of immediately available funds, an aggregate amount equal to the Estimated Remaining STI Trade Debt, and (ii) Freedom shall use the proceeds of such advance to repay and discharge the Estimated Remaining STI Trade Debt and shall provide a direction letter to the Purchaser (which direction letter shall set forth the Estimated Remaining STI Trade Debt) directing the Purchaser to make or cause to be made the payments described in the preceding sentence directly to ▇▇▇▇ Telecom (or as otherwise directed by Rogers) by wire transfer of immediately available funds to the account designated in writing by Rogers at least one Business Day prior to Closing. The Seller Parties shall document such advance and the satisfaction of the Estimated Remaining STI Trade Debt in a manner satisfactory to the Purchaser, acting reasonably.

(b) At the Closing, the Purchaser shall:

to ▇▇▇▇ Telecom (or as otherwise directed by Rogers) by wire transfer of immediately available funds to the account designated in writing by Rogers at least one Business Day prior to Closing; and

(c) From and after Closing, the Purchaser shall discharge and pay, or cause to be discharged and paid, on behalf of Freedom and FMDI, as applicable, all Transaction Expenses owing as and when due and shall indemnify the Seller Parties and their respective affiliates for any and all losses, damages, claims, costs, expenses or other liabilities incurred or sustained by, or imposed upon any of them based upon, arising out of, or by reason of, the Transaction Expenses (but solely to the extent that such Transaction Expenses were included in Closing Net Debt or as a liability in Closing Net Working Capital as finally determined pursuant to this Agreement).

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(a) Closing Deliverables of the Seller Parties. At or prior to the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Purchaser (except to the extent already in the possession or control of Freedom or FMDI):

(b) Closing Deliverables of the Purchaser. At or prior to the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller Parties:

(a) Closing Statement. As promptly as practicable, but no later than 90 days after the Closing Date, the Purchaser shall prepare and deliver to Rogers a statement (the “Closing Statement”), setting forth (i) the Purchaser’s good faith calculations of (A) the Closing Net Working Capital, and (B) the Closing Net Debt, and (ii) the Purchaser’s resulting good faith calculation of the Purchase Price (determined without regard to Section 2.9 or [Redacted – commercially sensitive purchase price adjustment]). The Closing Statement shall be prepared in accordance with this Agreement and the Accounting Principles, and shall be accompanied by reasonable supporting detail with respect to the calculation of the amounts set out therein.

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(b) Review Period. Rogers may, within 45 days following the later of (i) Rogers’ receipt of the Closing Statement, and (ii) the date that the Purchaser satisfies those information requests described in Section 2.8(d) that are made within 10 Business Days from Rogers’ receipt of the Closing Statement (the “Review Period”), provide a written notice to the Purchaser disputing all or any part of the Closing Statement (such notice, a “Purchase Price Dispute Notice”), which Purchase Price Dispute Notice shall set forth in reasonable detail the items and amounts that Rogers disputes and Rogers’ alternative calculation of each disputed item. Any item set forth in the Closing Statement that is not disputed in a Purchase Price Dispute Notice shall become final and binding upon the Parties on the day following the expiration of the Review Period. If a Purchase Price Dispute Notice is provided to the Purchaser, then the Purchaser and Rogers shall negotiate in good faith to resolve the disputed items specified in the Purchase Price Dispute Notice during the 30-day period commencing on the date of the Purchaser’s receipt of the Purchase Price Dispute Notice or such longer period as Rogers and the Purchaser may agree in writing (the “Resolution Period”). If Rogers and the Purchaser reach agreement on the final resolution of a disputed item during such period, the resolution of such disputed item shall be final and binding upon the Parties and form part of the final Closing Statement.

(c) Accounting Expert. If Rogers and the Purchaser do not agree upon a final resolution with respect to all disputed items within the Resolution Period, then the remaining items in dispute shall be submitted as promptly as practicable to PricewaterhouseCoopers LLP or, if such firm is unavailable or unwilling to act, such other internationally or nationally recognized independent accounting firm reasonably acceptable to the Purchaser and Rogers (the “Accounting Expert”) for resolution. If Rogers and the Purchaser cannot agree on the Accounting Expert, either of them may apply, upon prior notice to the other, to a court of competent jurisdiction to appoint the Accounting Expert, and such appointment will be final and binding upon the Parties. The Accounting Expert shall act solely as an accounting expert and not as an arbitrator and its decision shall be based solely on (i) the provisions set forth in this Agreement, including the Accounting Principles and the definitions contained herein, and (ii) a single written presentation provided to the Accounting Expert by the Purchaser and a single written presentation provided to the Accounting Expert by Rogers, each of which shall be delivered within 15 days after the engagement of the Accounting Expert and limited to the disputed items, and not on independent review. No discovery shall be permitted and no hearing will be held. Neither Rogers nor the Purchaser shall, and they shall cause their respective Representatives not to, engage in ex parte communications with the Accounting Expert. Rogers and the Purchaser agree to instruct the Accounting Expert to render a determination of the applicable dispute within 30 days after submission of the written presentations to such Accounting Expert in accordance with clause (ii) above, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The engagement fees and all other fees and expenses of the Accounting Expert shall be borne by the Purchaser, on the one hand, and Rogers, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally resolved by the Accounting Expert in a manner adverse to such party. For greater certainty and by way of example only, if the Purchaser claims the appropriate adjustments are $1,000, and Rogers contests only $500 of the amount claimed by the Purchaser, and if the Accounting Expert ultimately resolves the dispute by awarding the Purchaser $300 of the $500 contested, then the costs and expenses of the Accounting Expert will be allocated sixty percent (60%) (i.e., 300/500) to Rogers and forty percent (40%) (i.e., 200/500) to the Purchaser. In resolving the disputed items, the Accounting Expert may

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not assign a value to any item greater than the greatest value claimed for such item, or less than the smallest value for such item, claimed by either the Purchaser or Rogers, and shall limit its decision to only such items as are submitted to it. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by the Parties. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert.

(d) Access to Information. After the date that the Purchaser delivers the Closing Statement to Rogers and until the Closing Statement becomes final and binding upon the Parties pursuant to this Section 2.8, subject to applicable Laws, Freedom and the Purchaser shall (and shall cause each of their affiliates to) reasonably cooperate with and provide Rogers and its Representatives with reasonable access (including electronic access), upon prior written notice and during normal business hours, to (i) the books, work papers, records, schedules, memoranda, and other materials of the Purchaser, Freedom and their respective Representatives (including all supporting schedules, data, and other materials in connection with the Purchaser’s calculations of the Closing Net Working Capital and the Closing Net Debt), (ii) senior accounting personnel of the Purchaser and of Freedom (and the Purchaser shall use its commercially reasonable efforts to cause such personnel to cooperate and work in good faith with the ▇▇▇▇▇▇ and its Representatives), and, (iii) subject to the execution of any customary work paper access letters required by them, the Purchaser’s and Freedom’s advisors and their work papers, in each case, to the extent relevant to the preparation of the Closing Statement and for the purpose of reviewing the Closing Statement, disputing the Closing Statement and/or agreeing upon the Closing Statement (in whole or in part).

(e) Post-Closing Adjustment.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

(a) Each of the Seller Parties hereby represents and warrants to the Purchaser, severally (and not jointly) in respect of itself, that the representations and warranties relating to such Seller Party set forth in Schedule A are true and correct as of the date hereof and as at the Closing Time, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with entering into and performing this Agreement.

(b) Except as set forth in the Disclosure Letter, or in the Shaw Filings made prior to the date of this Agreement (excluding any disclosure in such documents under the headings “Caution Concerning Forward-Looking Statements” or “Known Events, Trends, Risks & Uncertainties” and any other disclosures contained therein that are predictive, cautionary or forward-looking in nature), Shaw hereby represents and warrants to the Purchaser that the representations and warranties set forth in Schedule B are true and correct as of the date hereof and as at the Closing Time, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with entering into and performing this Agreement.

(c) Except for the representations and warranties set forth in this Agreement, none of the Seller Parties, Freedom nor any other Person makes or has made any other express or implied representation and warranty, whether written or oral, with respect to the Seller Parties, Freedom, FMDI or the Freedom Business.

(a) The Purchaser hereby represents and warrants to the Seller Parties that the representations and warranties set forth in Schedule C are true and correct as of the date hereof and as at the Closing Time and acknowledges and agrees that the Seller Parties are relying upon such representations and warranties in connection with entering into and performing this Agreement.

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(b) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor any other Person makes or has made any other express or implied representation and warranty, whether written or oral, with respect to the Purchaser.

ARTICLE 4

COVENANTS

(a) Shaw and Freedom covenant and agree that, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required or permitted by this Agreement (including, for greater certainty, as contemplated by the Reorganization Transactions) or the Arrangement Agreement, (iii) in connection with any COVID-19 Measures undertaken by Shaw or its Subsidiaries, or (iv) as required by Law or a Governmental Entity, they will, and will cause their respective Subsidiaries to, use their respective reasonable best efforts to conduct the Freedom Business in the Ordinary Course and in accordance, in all material respects, with applicable Laws, and to use their respective commercially reasonable efforts to (x) maintain and preserve in all material respects the business organization, operations, assets, properties, employees, goodwill and relationships of the Freedom Business with customers, suppliers, partners and other Persons having material business relations with the Freedom Business in the Ordinary Course, (y) make the aggregate capital expenditures in the 2022 fiscal year and 2023 fiscal year, which would amount to at least [Redacted – commercially sensitive percentage] of the capital expenditures set out in Schedule 4.1(b)(xi) of the Disclosure Letter in respect of each year (which aggregate amount shall be pro-rated for the period between the date of this Agreement and the Closing Date, in respect of the 2022 fiscal year, and the start of the 2023 fiscal year and the Closing Date in respect of the 2023 fiscal year, as applicable), and (z) maintain in all material respects the form, scope, level and quality of the services provided by Shaw or any of its affiliates to Freedom or FMDI as of the date of this Agreement in support of the operation by Freedom and FMDI of the Freedom Business, including any reporting practices relating to such service. Notwithstanding the foregoing provisions of this Section 4.1(a), (A) the obligations of Shaw under this Section 4.1(a) (including its obligations to cause its Subsidiaries to take any action) shall apply solely with respect to, and solely to the extent that Shaw or such Subsidiaries conduct, the Freedom Business, and (B) neither Shaw nor Freedom shall be deemed to have failed to satisfy its obligations under this Section 4.1(a) to the extent such failure resulted from their failure to take any action prohibited by Section 4.1(b).

(b) Without limiting the generality of Section 4.1(a), Shaw and Freedom covenant and agree that, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except (1) with the express prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (2) as required or permitted by this Agreement (including, for greater certainty, as contemplated by the Reorganization Transactions) or the Arrangement Agreement, (3) in connection with any COVID-19 Measures undertaken by Shaw or its Subsidiaries, or (4) as required by Law or a Governmental Entity, Freedom shall not, and shall not permit FMDI to, and Shaw shall not, and shall not permit its Subsidiaries to (in each case solely with respect to, and solely to the extent Shaw or any such Subsidiaries conduct, the Freedom Business), directly or indirectly:

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(c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (i) is intended to allow the Purchaser to exercise material influence over the operations of Freedom, FMDI or the Freedom Business prior to the Closing Time, or (ii) shall be interpreted in such a way as to place any Party in violation of any applicable Law or Authorization.

(d) The Purchaser shall, promptly following the date hereof, designate two individuals from either of whom the Seller Parties or Freedom may seek consent to undertake any actions not otherwise permitted to be taken by this Section 4.1 and shall ensure that such individuals will respond, on behalf of the Purchaser, to the requests of the Seller Parties and Freedom in an expeditious manner.

(e) The Parties acknowledge and confirm that in respect of their communications they have at all times complied with, and will continue to comply with, ISED Canada’s policy on prohibition of collusion and other communication rules applicable to spectrum license auctions.

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(a) Subject to the terms and conditions of this Agreement, the Seller Parties and Freedom shall perform all obligations required to be performed by them under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as of the Closing Time, the Transaction and, without limiting the generality of the foregoing, the Seller Parties and Freedom shall and, where appropriate, shall cause their respective Subsidiaries to (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4):

provided that, (A) notwithstanding the foregoing, the covenant in Section 4.2(a)(v) shall apply only to Shaw, ▇▇▇▇ Telecom and Freedom, and (B) for greater certainty, nothing in this Agreement (including this Section 4.2) imposes any obligation on the Seller Parties to take any action under or with respect to the Arrangement Agreement that is not expressly required to be taken under the terms of the Arrangement Agreement.

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(b) The Seller Parties shall promptly notify the Purchaser of:

(a) Subject to the terms and conditions of this Agreement, the Purchaser shall perform all obligations required to be performed by it under this Agreement, cooperate with the Seller Parties and Freedom in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as of the Closing Time, the Transaction and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4):

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(b) The Purchaser shall promptly notify the Seller Parties of:

(a) The Parties agree to use their respective commercially reasonable efforts, and to cause their relevant affiliates to use their respective commercially reasonable efforts, to obtain the Regulatory Approvals and to effect all necessary registrations, filings and submissions of information required by Governmental Entities from any of them relating to the Transaction as soon as reasonably practicable and in any event so as to allow the Closing to occur before the Outside Date.

(b) The Parties acknowledge that, prior to the date of this Agreement:

(c) [Redacted – commercially sensitive information].

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(d) For the avoidance of doubt, subject to Section 4.4(e)(iv) and Section 8.7 providing that a Party shall communicate with a regulator without participation of the other Party or its counsel if the regulator so requests, ▇▇▇▇▇▇ shall have primary responsibility for the determination and direction of all efforts and strategy related to obtaining the Regulatory Approvals. For greater certainty, ▇▇▇▇▇▇ shall be responsible for the defence to the Tribunal Proceedings. To the extent that ▇▇▇▇▇▇ proposes to make submissions or other communications concerning the Purchaser’s business to any Governmental Entity, ▇▇▇▇▇▇ shall provide the Purchaser with a reasonable opportunity to review and comment on any submissions and other communications. In the event that ▇▇▇▇▇▇ and the Purchaser do not agree as to the contents of any submissions concerning the Purchaser’s business, ▇▇▇▇▇▇ and the Purchaser shall act reasonably to identify a resolution satisfactory to ▇▇▇▇▇▇ and the Purchaser. Subject to applicable Law, the Purchaser and Shaw shall make commercially reasonable efforts to support ▇▇▇▇▇▇ in connection with the efforts related to the obtaining of the above-noted Regulatory Approvals.

(e) The Parties shall:

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(f) For the avoidance of doubt, subject to settlement privilege and other confidentiality considerations, including compliance with the Confidentiality Order in the Tribunal Proceedings on May 19, 2022, Rogers and Shaw shall keep the Purchaser reasonably apprised of material developments in the Tribunal Proceedings, but shall not otherwise be required to provide the Purchaser with any right to (a) participate in the Tribunal Proceedings; (b) to direct, influence, or consult with Rogers or Shaw with regard to the conduct of the Tribunal Proceedings or filings therein.

(g) The Parties shall not, and shall not allow any of their affiliates to, take any action, enter into any transaction, including any merger, acquisition, business combination, joint venture, disposition, lease or contract, that would reasonably be expected to prevent, impede the obtaining of, or increase the risk of not obtaining, any of the Regulatory Approvals so as to allow the Closing to occur before the Outside Date. The Parties shall not offer any changes to this Agreement or the Ancillary Agreements to any Governmental Entity without the prior written consent of each of the Parties.

(h) If requested by the Commissioner, the Purchaser shall be a signatory to a Consent Agreement to confirm that the Purchaser will consummate the Transaction on terms consistent with this Agreement, and as may otherwise be acceptable to the Purchaser.

(i) The Purchaser shall be responsible for paying any filing fee associated with obtaining the Competition Act Clearance.

(a) Subject to applicable Law and the terms of any existing Contracts, upon reasonable notice, Shaw and Rogers shall afford (or cause to be afforded to) the Purchaser and its Representatives reasonable access during normal business hours, throughout the period prior to the Closing, to its employees, properties, books, Contracts and records (including Tax Returns and Tax work papers) to the extent related to Freedom, FMDI or the Freedom Business, and, during such period, Shaw and Rogers shall furnish (or cause to be furnished) as promptly as practicable to the Purchaser and its Representatives all information concerning Freedom, FMDI or the Freedom Business as may be reasonably requested, and shall provide (or cause to be provided)such on-site access for a reasonable number of Representatives of the Purchaser at Freedom’s headquarters and other key facilities, during normal business hours and in such manner as does not unreasonably interfere with the conduct of the business of Shaw or any of its Subsidiaries, for Representatives of the Purchaser who will be designated by the Purchaser to assist in transitional matters. All requests for information made pursuant to this Section 4.5(a) shall be directed to the Persons designated by Rogers. No information received pursuant to this Section 4.5(a) or at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Seller Parties or Freedom herein.

(b) Section 4.5(a) above shall not require Shaw or Rogers to (and Shaw shall not, without the prior consent of Rogers, not to be unreasonably withheld, conditioned or delayed) permit (or cause to be permitted) any access, or to disclose any information that, in the reasonable, good faith judgment of Rogers or Shaw after consultation with outside legal counsel, would reasonably be expected to result in the breach of any Contract, any violation of any Law or cause any privilege (including attorney-client privilege) that Rogers or Shaw would be entitled to

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assert to be waived with respect to such information; provided that, the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent (i) doing so would not (in the good faith judgment of Rogers and Shaw, after consultation with outside counsel) be reasonably likely to result in the breach of any Contract, any violation of any such Law or be likely to cause such privilege to be waived with respect to such information, or (ii) the risk associated with doing so could reasonably (in the good faith judgment of Rogers and Shaw, after consultation with outside legal counsel) be managed through the use of customary “clean-room” arrangements.

(c) The Parties acknowledge and agree that, notwithstanding Section 14 of the Confidentiality Agreement, the Confidentiality Agreement shall continue to apply in accordance with its terms until the earlier of the Closing and the termination of this Agreement in accordance with its terms and that, for greater certainty, any information provided under this Section 4.5 that is Evaluation Material shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

The Seller Parties and Freedom shall, or shall cause their Subsidiaries to, as applicable, consummate the transactions and take the actions set forth in Schedule D at the times and in the manner set forth in Schedule D (or such other transactions or actions and at such other times as may be requested by the Seller Parties on a timely basis prior to the Closing Date and agreed to in writing by the Purchaser, acting reasonably) (collectively, the “Reorganization Transactions”). The Purchaser shall reasonably cooperate with the Seller Parties and Freedom in connection with the Reorganization Transactions. The Seller Parties shall provide on a timely basis and, without limiting the generality of the foregoing, at least five Business Days prior to the Closing Date, a draft of each document prepared to implement the Reorganization Transactions to the Purchaser for its prompt review and comments , and each such document shall be in a form satisfactory to the Purchaser, acting reasonably, it being understood that draft Tax elections may be provided to the Purchaser without figures when those remain unknown as of Closing. Except for representations, warranties and covenants relating to the Reorganization Transactions, any action taken pursuant to this Section 4.6 or the Reorganization Transactions shall be deemed for all purposes of this Agreement not to constitute a breach of any representation, warranty or covenant of the Seller Parties or Freedom. The Reorganization Transactions shall be authorized by all necessary corporate actions of the applicable Seller Parties and Freedom and shall be effected in compliance with all Laws.

(a) If the Parties agree that, or a Governmental Entity asserts that, Freedom has made an “excessive eligible dividend designation” (as defined in subsection 89(1) of Tax Act) in respect of any dividend paid (or deemed paid) before Closing, ▇▇▇▇ Telecom hereby concurs (or shall cause the recipient of the relevant dividend to concur) in the making of an election under subsection 185.1(2) of the Tax Act in respect of the full amount thereof and such election shall be made by Freedom in the manner and within the time prescribed by subsections 185.1(2) and 185.1(3) of the Tax Act. Shaw Telecom covenants and agrees to do all such things, including entering into any elections to give effect to the foregoing.

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(b) Freedom covenants and agrees that, until the Closing Date, Freedom and FMDI shall (i) duly and timely file with the appropriate Governmental Entity, all Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects, and (ii) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all material amounts required to be so paid, withheld, collected or remitted.

(c) [Redacted – commercially sensitive information].

(d) [Redacted – commercially sensitive information].

(e) Notwithstanding Section 4.1(b)(xvi) of this Agreement, the Parties agree that Freedom shall duly and timely file Form T2027 – Election to Deem Amount of Settlement of a Debt or Obligation pursuant to subsection 80.01(4) of the Tax Act (and applicable provincial legislation) for its taxation year that includes the dissolution of 1345068 B.C. Ltd to elect to have the long term debt between Freedom, as debtor, and 1345068 B.C. Ltd., as creditor, settled for the adjusted cost base in such long term debt.

(f) [Redacted – commercially sensitive information].

(g) The Seller Parties shall prepare all Tax Returns for each of Freedom and FMDI that are due after the Closing Date in respect of the Pre-Closing Tax Periods on a timely basis, in a manner that is consistent with each of Freedom and FMDI’s existing procedures for preparing Tax Returns, except as required by Law. The Seller Parties shall make available to the Purchaser a draft of such Tax Returns (30 days prior to the due date for filing the Tax Returns with the appropriate taxing authorities in the case of income Tax Returns and 10 days prior thereto in the case of other Tax Returns). The Purchaser shall have the right to review the draft of such Tax Returns and to make any comments that it deems appropriate, and the Seller Parties shall consider such comments acting reasonably and in good faith and shall accept such comments to the extent they are reasonable and comply with all applicable Law, and the Purchaser shall cause the Tax Returns (as finalized by the Seller Parties) to be filed with the applicable Governmental Entity on a timely basis. The Parties shall cooperate reasonably and in good faith to determine whether an election should be filed under subsection 256(9) of the Tax Act for the taxation years of Freedom and FMDI ending immediately before the Closing.

(h) The Purchaser shall prepare and file all Tax Returns for each of Freedom and FMDI that are due after the Closing Date in respect of Reorganization Tax Periods on a timely basis, in a manner that is consistent with each of Freedom and FMDI’s existing procedures for preparing Tax Returns, except as required by Law. The Purchaser shall make available to the Seller Parties a draft of such Tax Returns (30 days prior to the due date for filing the Tax Returns with the appropriate taxing authorities in the case of income Tax Returns and 10 days prior thereto in the case of other Tax Returns). The Seller Parties shall have the right to review the draft of such Tax Returns and to make any comments that they deem appropriate, and the Purchaser shall consider such comments reasonably and in good faith and shall accept such comments to the extent necessary to ensure that the other provisions of this Section 4.7 are satisfied.

(i) Any refunds of Taxes received by, or credited to, Freedom or FMDI from an applicable Governmental Entity for any Pre-Closing Tax Period (or any Reorganization Tax Period to the extent directly attributable to a Reorganization Transaction) shall be paid to ▇▇▇▇ Telecom forthwith after such amount is so received or credited, net of Taxes thereon, except to the extent such amount is (i) taken into account in the calculation of Closing Net Working Capital or Closing Net Debt, or (ii) included in the definition of Freedom Tax Attributes, in each case as finally determined in accordance with this Agreement. Such amount shall include any applicable interest with respect thereto (net of Taxes thereon). At the request of the Seller Parties, the Purchaser shall use its commercially reasonable efforts to cause Freedom and FMDI to pursue claims for such refund. This provision shall not apply to a refund to the extent that it arises as a result of the carryback of a loss or other Tax attribute from a Tax period ending after the Closing (other than as mentioned above for any Reorganization Tax Period).

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(j) In the case of Taxes that are payable with respect to any Straddle Period, the portion of such Taxes that is attributable to the Pre-Closing Tax Period portion of such Straddle Period shall be determined as follows: (i) in the case of ad valorem, property, or similar Taxes (“Property Taxes”), the amount of such Property Taxes attributable to the Pre-Closing Tax Period of such Straddle Period shall be deemed to be the amount of such Taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which shall be the number of days in such Straddle Period ending on and including the Closing Date, and the denominator of which shall be the number of calendar days in the entire Straddle Period; and (ii) in the case of Taxes that are based upon income, receipts, sales, revenue, production, or similar items, or other Taxes that are not Property Taxes, the amount of any such Taxes attributable to the Pre-Closing Tax Period of such Straddle Period shall be determined based upon an interim closing of the books as of and including the Closing Date.

(k) The Parties will cooperate reasonably and in good faith to determine whether the transactions set out in this Agreement and any related transactions are required to be reported to any applicable taxing authority pursuant to section 237.3 or 237.4 of the Tax Act or sections 1079.8.5 to 1079.8.6.4 of the Taxation Act (Québec) (or any provisions of similar effect) and, if so, the Parties shall cooperate to make such reporting in a comprehensive and timely manner, in the form required by such Law. 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.

(l) If, at any time after the Closing Date, the Purchaser or a Seller Party becomes aware that an “advisor” (as is or may be defined for purposes of section 237.3 or proposed section 237.4 of the Tax Act, or the relevant provisions of the Taxation Act (Québec)) has determined, that any transaction contemplated by this Agreement (including the Reorganization Transactions) is subject to the reporting requirements under section 237.3 of the Tax Act, the notification requirements under proposed section 237.4 of the Tax Act, or sections 1079.8.5 to 1079.8.6.4 of the Taxation Act (Québec), including as a result of any future amendments or proposed amendments to such provisions, the Purchaser or Seller Party, as the case may be, shall inform the other party of its advisor’s intent to comply with any such requirements and the Parties shall cooperate with respect to preparing and filing the applicable information returns and/or notifications.

(m) [Redacted – commercially sensitive information].

(a) The Parties agree to issue a press release with respect to this Agreement as soon as practicable after its due execution.

(b) A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Transaction, without the prior written consent of the other Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, each Party shall be permitted to make any disclosure or filing in

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accordance with applicable Securities Laws or the rules, regulations or requests of applicable stock exchanges, including in any prospectus, business acquisition report, material change report or other timely disclosure document (other than a press release), and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Parties have not reviewed or commented on the disclosure or filing, the Party shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, a Party (i) may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the Transaction, and (ii) may make public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Transaction, provided that, in each case, such announcements or discussions, as applicable, are not inconsistent with the most recent press releases, public disclosures or public statements that were approved by the Parties prior to filing or release, as applicable.

(c) Subject to Section 4.8(b), the Seller Parties shall use commercially reasonable efforts to provide all notices required to be provided by the Seller Parties under any applicable Contract or Law (in a manner acceptable to the Purchaser, acting reasonably) in order to sufficiently inform the Freedom customers of the transactions described herein and in the Ancillary Agreements and the Purchaser’s contact information.

(d) The Parties acknowledge that each of Shaw, Rogers and the Parent Guarantor may file this Agreement (with such redactions as Shaw, Rogers and the Parent Guarantor may jointly determine) and a material change report relating thereto on SEDAR.

(e) If the Parent Guarantor is required prepare and file a business acquisition report (“BAR”) pursuant to Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations in respect of the transactions contemplated by this Agreement, until the earlier of the date upon which the BAR is filed and the 75^th day following Closing, the Seller Parties shall use their commercially reasonable efforts to (i) promptly respond to reasonable enquiries from the Parent Guarantor as to matters reasonably required for the Parent Guarantor to prepare the BAR in accordance with applicable Securities Laws, and (ii) cause ▇▇▇▇’▇ auditor to cooperate with the Parent Guarantor’s accounting professionals and auditors as is reasonably requested by the Parent Guarantor in order to prepare the BAR in accordance with applicable Securities Laws, provided that, in the case of clauses (i) and (ii) above, such assistance does not unreasonably interfere with the ongoing business and operations of any of the Seller Parties and subject to such other reasonable and customary requirements as ▇▇▇▇’▇ auditor may request. The Purchaser shall promptly reimburse the Seller Parties for all documented out-of-pocket costs and expenses incurred by the Seller Parties (including any fees and disbursements of ▇▇▇▇’▇ auditor) in connection with all actions taken pursuant to this Section 4.8(e) and shall indemnify and hold harmless the Seller Parties and their respective affiliates from and against any and all Losses suffered or incurred in connection with any matters contemplated by this Section 4.8(e), except to the extent such Losses arise out of or result from the fraud or gross negligence of the Seller Parties or any of their respective affiliates or Representatives.

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(a) Shaw shall, or shall cause its Subsidiaries to, as applicable: (i) deliver to each of the Shaw Transferring Employees and Freedom Transferring Employees a notice of transfer to an affiliate at least five Business Days prior to the anticipated Closing Date (which notice shall be in a form acceptable to Rogers and the Purchaser, each acting reasonably), and (ii) use its commercially reasonable efforts to transfer such Shaw Transferring Employees and Freedom Transferring Employees to Freedom or Shaw (or a Subsidiary of Shaw other than Freedom or FMDI), as applicable, at least one Business Day prior to Closing (the “Transfer Date”), and not in any way attempt to discourage any of the Shaw Transferring Employees from accepting such transfer, on terms and conditions of employment which are substantially similar in the aggregate to the terms and conditions of employment under which such employees were employed by Shaw or any of its Subsidiaries immediately prior to such transfer, and otherwise in a manner acceptable to Rogers and the Purchaser, each acting reasonably (such transfers, the “Employee Transfers”). Concurrently with such Employee Transfers, Shaw shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to assign or transfer, to the extent assignable or transferable, any written employment and/or restrictive covenant agreements between Shaw or any of its Subsidiaries and any such Shaw Transferring Employee or Freedom Transferring Employee to the employer of such employee after giving effect to the Employee Transfers.

(b) Notwithstanding the foregoing, if any Shaw Transferring Employee is inactive by reason of disability on the Transfer Date, such Shaw Transferring Employee’s employment shall only be transferred to Freedom when such employee is capable of returning to work and actually returns to work on a scheduled return date that is not more than one year following the Closing Date.

(c) The Parties acknowledge and agree that (i) no consent from the Purchaser hereunder shall be required in connection with effecting the Employee Transfers in accordance with the provisions of this Section 4.9, and (ii) nothing herein shall be deemed to restrict, prohibit or otherwise impair the Seller Parties’ or Freedom’s ability to consummate the Employee Transfers.

(d) [Redacted – commercially sensitive information].

(e) [Redacted – commercially sensitive information].

(f) From and after the transfer of each Freedom Transferring Employees to Shaw or its Subsidiary, as applicable, Shaw or such Subsidiary, as applicable, shall assume and become liable for all obligations relating to the employment or termination of employment of such Freedom Transferring Employee, whether arising prior to, on or after the Closing Date. The Seller Parties shall indemnify the Purchaser and its affiliates in respect of any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, or by reason of the employment or termination of employment of each such Freedom Transferring Employee.

(g) The Purchaser agrees to continue the employment (or to cause Freedom to continue the employment) of the Freedom Employees ([Redacted – commercially sensitive information]) on substantially similar terms and conditions of employment in the aggregate as the terms and conditions which applied to them immediately prior to Closing. Without limiting the generality of the foregoing, the Purchaser agrees to maintain in effect the severance practices set forth in Schedule 4.9(e) of the Disclosure Letter for Freedom Employees for a period of no less than one year following the Closing Date.

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(h) Notwithstanding anything in this Agreement to the contrary, this Section 4.9 shall not give any Freedom Employee any right to continued employment or impair in any way the right of Freedom to terminate the employment or modify the terms and conditions of employment of any Freedom Employee after the Closing Date, provided that the Purchaser acknowledges and agrees that Freedom will be solely liable for any constructive dismissal liability in connection with any changes to the terms and conditions of employment of any Freedom Employee implemented by Freedom after the Closing Date.

(i) The provisions of this Section 4.9 are solely for the benefit of the Parties, and no Freedom Employee or any other individual associated therewith shall be regarded for any purposes as a third party beneficiary of this Agreement or have the right to enforce the provisions thereof.

(a) The Purchaser shall adopt or designate employee benefit plans, effective as of the Closing Time or as soon as reasonably practicable following the Closing Time, which shall provide substantially similar benefits, in the aggregate, as those provided to Freedom Employees under the Employee Plans immediately prior to the Closing Date (the “Post-Closing Employee Plans”). [Redacted – commercially sensitive information].

(b) Subject to the terms of the Transition Services Agreement, all Freedom Employees as of the date on which the applicable Post-Closing Employee Plan is adopted or designated pursuant to paragraph 4.10(a) (in each case, a “Benefit Transition Date”), cease to participate in and accrue further benefits under the corresponding Employee Plan. Shaw shall retain all liabilities, obligations and responsibilities under the Employee Plan as at the applicable Benefit Transition Date and the Purchaser’s or Freedom’s sole obligation with respect to such Employee Plan shall be to pay the amounts required pursuant to the Transition Services Agreement. Subject to the terms and conditions of the applicable Post-Closing Employee Plans, each Freedom Employee shall be eligible to participate in the Post-Closing Employee Plans corresponding to the Employee Plans in which they were eligible to participate immediately prior to the applicable Benefit Transition Date. Shaw or its Subsidiaries, as applicable, shall reasonably cooperate with Freedom (and, following the Closing Time, with the Purchaser) such that (i) Freedom ceases to be a participating employer under the Employee Plans effective as of the end of the day immediately preceding the applicable Benefit Transition Date, including the completion of any required amending agreement, resolution or governmental filing required to effect the foregoing, and (ii) Freedom can have access to such information it may reasonably require in order to comply with its obligations under this Section 4.10.

(c) Neither Freedom, FMDI nor the Purchaser shall have any liability, obligation or responsibility for any claim incurred up to the applicable Benefit Transition Date by Freedom Employees in respect of the Employee Plans other than the payment of the amounts required pursuant to the Transition Services Agreement. A claim is considered to be incurred on the date on which the event giving rise to such claim occurred and, in particular: (i) with respect to a death or dismemberment claim, shall be the date of the death or dismemberment; (ii) with respect to a short-term or long-term disability claim, shall be the date that the period of short-term or long-term disability commenced; and (iii) with respect to an extended health care claim, including, without limitation, dental, vision and medical treatments, shall be the date of the treatment.

(d) All Shaw Transferring Employees who are on a disability leave under an Employee Plan as of a Benefit Transition Date shall continue to be eligible to participate in the applicable Employee Plan(s) providing disability benefits and such other group benefits to which they remain automatically entitled during a disability leave until such employee’s return to work date, and shall become eligible to participate in the corresponding Post-Closing Employee Plans providing for such benefits upon such return to work. The cost of the benefits provided under the Employee Plans to Shaw Transferring Employees who are on a disability leave shall be borne by Shaw.

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(e) With respect to all Post-Closing Employee Plans, for purposes of determining eligibility to participate, level of benefits and vesting of benefits, the Purchaser shall (and shall cause Freedom to, as applicable) recognize and give full credit for the service of the applicable Freedom Employee with Shaw or its Subsidiaries (as well as any predecessor employer of Shaw or its Subsidiaries, to the extent service with the predecessor employer was recognized by Shaw or such Subsidiary for purposes of the comparable Employee Plan) as service with the Purchaser or Freedom, as applicable; provided, that such service need not be recognized to the extent recognition would result in any duplication of benefits or compensation for the same period of service, or is not permitted under the applicable benefit plan, and subject, in any case, to compliance with applicable Laws.

(f) Following the applicable Benefit Transition Date, the Purchaser shall, and shall cause Freedom to, as applicable use its commercially reasonable efforts to cause the applicable carriers to waive all pre-existing condition exclusions, actively-at-work requirements and waiting periods for each Freedom Employee and his or her eligible covered dependents under each Post-Closing Employee Plan providing medical, dental, pharmaceutical and/or vision benefits, but only to the same extent such limitations were waived or satisfied as of immediately prior to the applicable Benefit Transition Date under the comparable Employee Plan as in effect on such date.

(g) The provisions of this Section 4.10 are solely for the benefit of the Parties, and no provision in this Section 4.10 is intended to, or shall, constitute the establishment or adoption of or an amendment to any Employee Plan and no current or former employee or any other individual associated therewith shall be regarded for any purposes as a third party beneficiary of this Agreement or have the right to enforce the provisions thereof.

(a) Prior to the Closing Date, the Seller Parties shall purchase customary “tail” policies of directors’ and officers’ liability insurance naming the directors and officers of Freedom and FMDI as direct beneficiaries and providing protection no less favourable in the aggregate to the protection provided by the policies maintained by ▇▇▇▇ and its Subsidiaries (including Freedom and FMDI) which are in effect immediately prior to the Closing Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Closing Date, and the Seller Parties shall maintain such tail policies in effect without any reduction in scope or coverage for six years from the Closing Date; provided that the Seller Parties shall not be required to pay any amounts in respect of such coverage prior to the Closing Time and provided further that the cost of such policies shall not exceed 300% (such amount, the “Base Premium”) of ▇▇▇▇’▇ (as applicable) current annual aggregate premium for policies currently maintained by ▇▇▇▇ or its Subsidiaries; provided further, however, that if such insurance can only be obtained at a premium in excess of the Base Premium, the Seller Parties (as applicable) may purchase the most advantageous policies of directors ’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and the Seller Parties shall maintain such coverage for six years from the Closing Date. For greater certainty, the Purchaser acknowledges and agrees that, at the Seller Parties’ option, the foregoing directors’ and officers’ liability insurance policy may form part of the directors’ and officers’ liability insurance policy required to be purchased by ▇▇▇▇ pursuant to Section 4.13 of the Arrangement Agreement.

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(b) The Purchaser shall cause Freedom and FMDI to honour all rights to indemnification or exculpation now existing under applicable Law, the Constating Documents of Freedom and FMDI or under indemnification agreements entered into in the ordinary course of business in favour of present and former employees, officers and directors of Freedom and FMDI (together with their respective heirs, executors or administrators, the “D&O Indemnitees”), and acknowledges that such rights shall survive the Closing and shall continue in full force and effect in accordance with their terms without modification for a period of not less than six years from the Closing Date, and the Purchaser shall cause Freedom and FMDI and any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of Freedom or FMDI with or into one or more other entities (pursuant to a statutory procedure or otherwise)), as applicable, to continue to honour such rights of indemnification and exculpation and indemnify such D&O Indemnitees pursuant thereto, with respect to actions or omissions of such D&O Indemnitees occurring prior to the Closing Time, for six years from the Closing Date.

(c) If Freedom, FMDI or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of Freedom or FMDI with or into one or more other entities (pursuant to a statutory procedure or otherwise)) (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of Freedom or FMDI) assumes all of the obligations set forth in this Section 4.11.

(d) The Purchaser shall pay all reasonable expenses, including legal fees, that may be incurred by any D&O Indemnitee in enforcing the indemnity and other obligations provided for in this Section 4.11. The rights of each D&O Indemnitee hereunder shall be in addition to, and not in limitation of, any other rights such D&O Indemnitee may have under the Constating Documents of Freedom or FMDI or any other indemnification arrangements.

(e) The provisions of this Section 4.11 shall be binding, jointly and severally, on all successors and assigns of the Purchaser.

(a) The Purchaser shall take, or cause to be taken, all actions within its control and to do, or cause to be done, all things within its control that are reasonably necessary, proper or advisable to arrange and obtain the Debt Financing at or prior to the Closing on the terms and conditions contained in the Debt Commitment Letter, including to:

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(b) The Purchaser shall have the right from time to time to amend, restate, supplement or otherwise modify, or waive its rights under, any Debt Commitment Letter or Debt Financing Document; provided that the Purchaser shall not permit, without the prior written consent of Seller Parties (such consent not to be unreasonably delayed, withheld or conditioned), any amendment, restatement, supplement or other modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter or any Debt Financing Document (it being understood that the exercise of any “market flex” provisions shall not be deemed to be an amendment, restatement, supplement, termination, replacement, modification, waiver or release) if such amendment, restatement, supplement, termination, replacement, modification, waiver or release would:

(c) For avoidance of doubt, and without limitation of the Purchaser’s rights hereunder and under the Debt Commitment Letter (but subject to the restrictions contained herein), the Purchaser shall be permitted to: (i) amend, restate, supplement or otherwise modify the Debt Commitment Letter to add and appoint lenders, arrangers, book-runners, underwriters, agents, syndication and documentation agents or similar entities who have not executed the Debt Commitment Letter as at the date of this Agreement to provide for the assignment and reallocation of a portion of the financing commitments contained therein (any such assignment and reallocation shall not release the obligations of the original Debt Financing Sources who executed the Debt

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Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties, provided however that any such assignment and reallocation shall automatically release the obligations of any applicable original Debt Financing Sources who executed the Debt Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties if the assignee purchasing such financing commitments is a Person or the affiliate of a Person with a credit rating of at least A- by Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or at least A3 by ▇▇▇▇▇’▇ Investors Service, Inc. on the date of such assignment or reallocation), and (ii) assign its rights and obligations under the Debt Commitment Letter to certain affiliates of the Purchaser to the extent permitted under the Debt Commitment Letter (provided that any such assignment shall not affect the liabilities or obligations of the Purchaser under the terms of this Agreement and the Purchaser shall cause any such assignee to perform any such obligations to the extent necessary to preserve the original intent of the Parties under this Agreement).

(d) The Purchaser shall deliver to the Seller Parties true, correct and complete copies of any executed written amendment, modification, restatement, or supplement relating to the Debt Commitment Letter (provided that such copies may be subject to customary redactions, including with respect to fee amounts, rates, economic terms and “market flex” provisions and other confidential or commercially sensitive information (but excluding any fee letters)). Any reference in this Agreement to “Debt Commitment Letter” and “Debt Financing Document” shall include any amendment, restatement, supplement or other modification of such document, in each case, from and after such amendment, restatement, supplement or other modification.

(e) Upon reasonable request by Seller Parties, the Purchaser will provide Seller Parties with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Debt Financing. Without limiting the generality of the foregoing, the Purchaser shall give the Seller Parties notice as soon as reasonably practicable:

As soon as reasonably practicable after the date ▇▇▇▇▇▇ delivers to the Purchaser a written request, the Purchaser shall provide any information reasonably requested by ▇▇▇▇▇▇ relating to the circumstances referred to in clauses (i) to (iv) in this Section 4.12(e). The Purchaser shall not be required to make a disclosure under this Section 4.12(e) to the extent that any such disclosure would be prohibited under applicable Law or contractual arrangements or could reasonably be expected to result in a waiver of attorney-client privilege.

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(f) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letter, the Purchaser shall use its commercially reasonable efforts to arrange and obtain, as promptly as practicable but in no event later than Closing, alternative financing for such unavailable portion, including alternative debt and/or equity financing (“Alternative Financing”) provided that such Alternative Financing shall not reduce aggregate proceeds in the manner described in Section 4.12(b)(i) nor impose additional conditions in the manner set forth in Section 4.12(b)(ii).

(g) The Purchaser shall deliver to ▇▇▇▇▇▇ true, correct and complete copies of any executed commitment or similar letter(s) for any Alternative Financing when available (provided that such copies may be subject to customary redactions with respect to fee amounts, rates, economic terms, “market flex” provisions, and other confidential or commercially sensitive information (but excluding any fee letters)). In the event that: (i) Alternative Financing as contemplated under Section 4.12(f) is obtained or (ii) the Purchaser otherwise arranges and obtains alternative debt financing, all references in this Agreement to “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Debt Commitment Letter” shall be deemed to include the applicable commitment or similar letter(s) and any related fee letter(s) for the Alternative Financing and all references to “Debt Financing Documents” shall be deemed to include the applicable credit, underwriting, agency or purchase agreement, or other definitive documentation, for such Alternative Financing

(h) The Purchaser acknowledges and agrees that the Purchaser’s obligations hereunder (including to consummate the Transaction) are not in any way, directly or indirectly, contingent, conditioned or otherwise subject to the Purchaser’s consummation of the Debt Financing, any equity financing or any other financing arrangements (including any Alternative Financing), the Purchaser obtaining the Debt Financing, any equity financing or any other financing (including any Alternative Financing) or the availability of the Debt Financing, any equity financing or any other financing (including any Alternative Financing) to the Purchaser, regardless of the reasons for why the Debt Financing, any equity financing or any other financing (including any Alternative Financing) may not be consummated, obtained or available or whether such reasons are within or beyond the control of the Purchaser.

(a) The Seller Parties shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their respective Representatives to provide, to the Purchaser reasonable assistance and cooperation as is reasonably requested by the Purchaser from time to time prior to the Closing as necessary in connection with arranging, obtaining and syndicating the Debt Financing, including: (i) cooperation and commercially reasonable assistance to the Purchaser in its preparation of an information or offering memorandum relating to the syndication or marketing of the Debt Financing and materials for rating agency presentations and participation by senior management of Freedom and Seller Parties in a reasonable number of due diligence sessions and meetings with actual or prospective Debt Financing Sources and rating agencies in each case at times and locations reasonably agreed and reasonably coordinated in advance thereof; (ii) timely deliver to Purchaser financial information, operating data, business and other information pertinent to the Debt Financing (including diligence information regarding Freedom and the Freedom Business in each case as reasonably requested by Purchaser in connection with the Debt Financing and either readily available to Seller Parties or Freedom or accessible to Seller Parties or Freedom using commercially reasonable efforts including (A) the quarterly and annual financial statements

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provided in Section 4.13(b) and (B) any financial information regarding Freedom and the Freedom Business which is reasonably required to assist Purchaser in preparing pro forma financial statements and assisting the Purchaser with its preparation of pro forma financial statements required in connection with the Debt Financing or any regulatory filings (it being understood and agreed that the Seller Parties’ obligation to provide financial statements is limited to those set out in Section 4.13(b)); provided, however, that the Seller Parties shall not be required to provide (A) any pro forma financial statements or any information regarding any post-Closing or pro forma adjustments to be incorporated into any information used in connection with the Debt Financing (including any synergies or cost savings), pro forma ownership or an as-adjusted capitalization table, (B) projections, (C) any description of all or any component of the Debt Financing, or (D) risk factors relating to all or any component of the Debt Financing; (iii) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser to facilitate the satisfaction on a timely basis of any conditions precedent to obtaining any Debt Financing (provided that, for greater certainty, any guarantees and security interests, shall not be required to take effect before the Closing), including providing all documentation or other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and providing reasonable access to Purchaser’s legal counsel or any Debt Financing Sources and their respective legal counsel and to existing data rooms solely for the purposes of (A) in the case of Purchaser’s legal counsel, completing any customary legal opinions in connection with any Debt Financing and (B) in the case of any Debt Financing Sources and their respective legal counsel, completing customary diligence requests (subject to such Debt Financing Sources being subject to a customary confidentiality undertaking whether provided electronically or otherwise); (iv) causing the taking of any corporate actions by the Seller Parties reasonably necessary to permit the completion of such Debt Financing, in each case effective no earlier than the Closing Date; (v) to the extent reasonably requested by Purchaser, cooperating in connection with the repayment of any Freedom debt to be paid off or otherwise settled, in connection with the transactions contemplated in this Agreement, including using commercially reasonable efforts to obtain customary payoff letters and lien releases and discharges to be provided on the Closing Date (subject, in each case, to receipt of funds from Purchaser sufficient to make any such repayment); (vi) in the event that any Alternative Financing is in the form of debt securities, using its commercially reasonable efforts to cause its independent auditors to cooperate in connection with any such Alternative Financing (including participation in due diligence sessions and the preparation and timely delivery to Purchaser or its affiliates and the Debt Financing Sources of customary comfort letters (including customary “negative assurances”) and consents to the use of their reports in connection with any such Alternative Financing); and (vii) ensuring that, and providing such further information as may be required so that, any and all information provided under this Section 4.13 that is expressly provided by Seller Parties and Freedom for use in any offering document for any Alternative Financing does not and will not, in each case as of the dates with respect to which such information is presented, contain any Misrepresentation. In the case of Alternative Financing, if applicable, the references in this Section 4.13 to Debt Financing shall be deemed to also be references to any such Alternative Financing.

(b) The Seller Parties shall prepare unaudited carve-out consolidated statements of financial position, cash flow statements, statements of income and comprehensive income and statements of changes in net investment of parent with regard to Freedom, FMDI and the Freedom Business (excluding the financial results, assets and liabilities associated with the ▇▇▇▇ Mobile wireless business but including the financial results, assets and liabilities associated with the Freedom Gateway Internet Business) for each fiscal quarter ended after May 31, 2022 (to be delivered within 45 days after the end of each such fiscal quarter), and unaudited carve-out consolidated financial statements (being statements of financial position, cash flow statements,

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statements of income and comprehensive income and statements of changes in net investment of parent with regard to Freedom, FMDI and the Freedom Business (excluding the financial results, assets and liabilities associated with the ▇▇▇▇ Mobile wireless business but including the financial results, assets and liabilities associated with the Freedom Gateway Internet Business) as of and for the fiscal year ended August 31, 2022 (to be delivered within 45 days after the end of such fiscal year, and provided that such annual financial statements shall be audited and delivered within 90 days if so requested by the Purchaser by written notice to the Seller Parties on or prior to September 15, 2022), it being agreed, however, than in no event shall the Seller Parties be required to prepare or deliver any such financial statements after the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, but without limitation of the Purchaser’s right to information (including monthly financial information) pursuant to Section 4.5, other than as set forth above in this Section 4.13(b), in no event shall the Seller Parties be required to prepare any balance sheet, cash flow statement, income statement or statement of stockholder’s equity with regard to Freedom, FMDI, the Freedom Business or any of their respective assets or liabilities, whether prior to or following the Closing Time.

(c) Notwithstanding the foregoing, the Purchaser agrees that (i) on the earlier of the Closing Time or the termination of this Agreement, the Purchaser shall promptly reimburse the Seller Parties for all documented out-of-pocket costs and expenses incurred by the Seller Parties in connection with all actions taken pursuant to this Section 4.13 (other than accounting costs associated with regular financial reporting by Seller Parties); and (ii) the Purchaser shall indemnify and hold harmless the Seller Parties and their respective affiliates from and against any and all Losses suffered or incurred in connection with any matters contemplated by this Section 4.13, except to the extent such Losses arise out of or result from the fraud or gross negligence of the Seller Parties or any of their respective affiliates or Representatives or, if applicable, arising out of a Misrepresentation in the information provided by or on behalf of Seller Parties or Freedom pursuant to this Section 4.13, as of the dates with respect to which such information is presented.

(d) The Seller Parties hereby consent to the use of the trademarks, trade names and logos of Freedom, FMDI or the Freedom Business in connection with the Debt Financing; provided that such trademarks, trade names and logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Freedom, FMDI or the Freedom Business or the reputation or goodwill of Freedom, FMDI or the Freedom Business.

(e) Notwithstanding anything to the contrary herein, the Seller Parties shall only be required to undertake the actions described in Sections 4.13(a) or 4.13(b) provided that:

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(f) For the avoidance of doubt, the Parties agree that the Closing shall not be conditioned upon the satisfaction of the Seller Parties’ obligations under this Section 4.13 and, notwithstanding anything in this Agreement to the contrary, the Seller Parties shall be deemed to have complied with their obligations under this Section 4.13 for all purposes of this Agreement unless the Debt Financing has not been obtained primarily as a result of the Seller Parties’ fraud or willful breach of their obligations under this Section 4.13.

(a) From and after the Closing, the Seller Parties, on the one hand, and the Purchaser on the other hand, shall not, and shall cause their respective Representatives not to, disclose Confidential Information of the other Party, in each case except as permitted by, and in accordance with, Section 4.14(b); provided that (A) the Seller Parties or the Purchaser (or any of their respective Representatives) may disclose Confidential Information of the other Party to their respective directors, officers, employees, advisors and auditors, but in all cases only to the extent that they need to know the Confidential Information, they have been informed of the confidential nature of the Confidential Information and they agree to be bound by and act in accordance with this Section 4.14(a) or otherwise owe similar obligations or duties of confidentiality with respect to Confidential Information, and (B) the restrictions contained in this Section 4.14(a) shall not apply to disclosure of Confidential Information by the Seller Parties or the Purchaser (or any of their respective Representatives) (x) if reasonably necessary in connection with the preparation or an audit of a Tax Return by such Person, or (y) if reasonably necessary for such Person to exercise its rights under or defend itself against or prosecute claims in connection with this Agreement or any Ancillary Agreement.

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(b) For purposes of this Agreement, “Confidential Information” shall not include, and neither the Seller Parties nor the Purchaser (nor any of their respective Representatives) shall be subject to any confidentiality obligations pursuant to this Section 4.14 in respect of, information that (i) is or becomes generally available to the public, other than as a result of disclosure by such Party or its Representatives in violation of this Agreement or the Confidentiality Agreement, or any other Person that was known to such Party, after reasonable inquiry, to be making such disclosure in violation of an obligation of confidentiality (whether contractual, fiduciary or otherwise) to the other Party or its affiliates; (ii) can be demonstrated by the written records of such Party to have been developed by such Party independent of any disclosure by or on behalf of the other Party; or (iii) is or becomes available to such Party on a non-confidential basis from a source other than the other Party (or any of its Representatives), provided such first Party has made reasonable inquiry in the circumstances to satisfy itself that such source, at the time of disclosure of such information to such Party, had the unrestricted right to make such disclosure to such Party and was not subject to any confidentiality obligation, whether contractual, fiduciary or otherwise, owed to the other Party or any of its affiliates.

(c) If the Seller Parties or the Purchaser (or any of their respective Representatives) becomes legally compelled (by applicable Law or by any Order, decree or directive of any competent judicial, legislative or regulatory body or authority or by the rules of a relevant stock exchange) to disclose any Confidential Information of the other Party, the Seller Parties or the Purchaser, as applicable, will provide (or cause to be provided) to the other Party prompt written notice so that the other Party may seek a protective order or other remedy and/or waive compliance with the provisions of this Agreement. The Party that is legally compelled to make such disclosure shall cooperate with and provide assistance to the other Party in seeking a protective order or other remedy with respect to such Confidential Information. If such protective order or other remedy is not obtained, and the other Party does not waive compliance with the provisions of this Agreement, the Party that is legally compelled to make such disclosure will furnish only that portion of the Confidential Information, as applicable, that is legally required to be furnished, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

The Purchaser shall at all times comply with all Privacy Laws with respect to Personal Information disclosed or otherwise provided to the Purchaser by the Seller Parties in connection with the transactions contemplated by this Agreement (the “Disclosed Personal Information”) and shall execute all further necessary agreements in connection with the foregoing, including, if reasonably requested by the Seller Parties, a data transfer agreement in form and substance acceptable to the Parties, acting reasonably. The Purchaser shall only collect, use or disclose the Disclosed Personal Information for the purposes of investigating Freedom, FMDI and the Freedom Business as contemplated by this Agreement and completing the transactions contemplated in this Agreement. The Purchaser shall not make copies of the Disclosed Personal Information or any excerpts thereof or in any way re-create the substance or contents of the Disclosed Personal Information. If the purchase of the Purchased Shares is not completed for any reason, the Purchaser shall, upon written request from the Seller Parties, return all Disclosed Personal Information to the Seller Party from whom such Disclosed Personal Information was received or destroy such Personal Information, the foregoing being at the applicable Seller Party’s sole option.

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(a) To facilitate the resolution of any claims made against or incurred by the Seller Parties or their affiliates before the Closing Date, or for any other reasonable purpose, for a period of six years after the Closing Date, Freedom and the Purchaser shall, and shall cause their respective affiliates to:

(b) Notwithstanding the foregoing, neither Freedom nor the Purchaser shall be obligated to provide the other Parties with access to such books and records under this Section 4.16 where, in the reasonable, good faith judgment of Freedom and the Purchaser, after consultation with outside legal counsel, such access would reasonably be expected to (i) violate any applicable Law (ii) violate an obligation of confidentiality owing to a Person other than a Party or its affiliates or any of their respective Representatives, or (iii) jeopardize the protection of Freedom’s or the Purchaser’s solicitor-client privilege, provided that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent (A) doing so would not (in the reasonable, good faith judgment of Freedom and the Purchaser, after consultation with outside counsel) be reasonably likely to violate any applicable Law or obligation of confidentiality owing to a Person other than a Party or its affiliates or any of their respective Representatives or jeopardize the protection of a solicitor-client privilege, or (B) the risk associated with doing so could reasonably (in the reasonable, good faith judgment of Freedom and the Purchaser, after consultation with outside legal counsel) be managed through the use of customary “clean-room” arrangements.

(c) Subject to Section 4.14(b), any information accessed by the Seller Parties pursuant to this Section 4.16 shall constitute Confidential Information of Freedom.

(a) The Purchaser shall use its commercially reasonable efforts to substitute the Purchaser or one or more of its post-Closing affiliates in place of ▇▇▇▇ or any affiliate of ▇▇▇▇ (other than Freedom or FMDI), as applicable, as the party or parties responsible for any obligations under any Contract pursuant to which ▇▇▇▇ or any of its affiliates (other than Freedom or FMDI) guarantees the obligations of Freedom, FMDI or the Freedom Business, or indemnifies, provides assurance against loss, or otherwise agrees to take any similar action in respect of the obligations of Freedom, FMDI or the Freedom Business, being those set forth on Schedule 4.17(a) of the Disclosure Letter and those entered into after the date of this Agreement in accordance with the terms of this Agreement (the “▇▇▇▇ Guarantees”). With respect to any ▇▇▇▇ Guarantees for which the Purchaser has not substituted the Purchaser or one or more of its affiliates in place of ▇▇▇▇ or any affiliate of ▇▇▇▇ (other than Freedom or FMDI), as applicable, and/or has not obtained a release of ▇▇▇▇ and/or such affiliate as of the Closing, (i) if such ▇▇▇▇ Guarantee cannot, by its terms, be terminated as of Closing, or if such termination would materially and adversely affect the Freedom Business, ▇▇▇▇ shall, or shall cause its affiliates to, at the Purchaser’s cost and expense, keep such ▇▇▇▇ Guarantee in place until the first to occur of (A) the expiration of the current term of such ▇▇▇▇ Guarantee as in effect as of the Closing Date (without giving effect to any renewal provision (whether automatic or otherwise)), (B) the first anniversary of the Closing Date, and (C) the date on which the Purchaser substitutes the Purchaser or one or more of its affiliates in place of ▇▇▇▇ or any affiliate of the ▇▇▇▇ (other than Freedom or FMDI) (and the Purchaser agrees to continue to use its commercially reasonable efforts to substitute the Purchaser or one or more of its affiliates in place of ▇▇▇▇ or any affiliate of the ▇▇▇▇ (other than

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Freedom or FMDI) and to obtain a release of ▇▇▇▇ and/or such affiliate on and after the Closing Date), and (ii) the Purchaser and Freedom shall indemnify and hold harmless the Seller Parties and their respective affiliates in respect of any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, or by reason of such ▇▇▇▇ Guarantees with respect to Freedom, FMDI or the Freedom Business. The Seller Parties shall, and shall cause their affiliates to reasonably cooperate with the Purchaser, at the Purchaser’s written request, in its efforts pursuant to this Section 4.17(a), and the Purchaser shall reimburse the Seller Parties for all reasonable and documented out-of-pocket costs they or their affiliates incur in connection with such cooperation.

(b) The Purchaser shall use its commercially reasonable efforts to cause each letter of credit, performance bond and other surety arrangement that ▇▇▇▇ or its affiliates (other than Freedom or FMDI) have in place to the extent relating to Freedom, FMDI or the Freedom Business, being those set forth on Schedule 4.17(b) of the Disclosure Letter and those entered into after the date of this Agreement in accordance with the terms of this Agreement (each, a “▇▇▇▇ Letter of Credit”), to be canceled or terminated as of the Closing Date or as promptly as practicable thereafter, such that the Seller Parties and their affiliates shall be released and have no further obligation or liability (contingent or otherwise) under such ▇▇▇▇ Letters of Credit. Without limiting the foregoing, the Purchaser shall offer to substitute a letter of credit, performance bond or other surety arrangement to replace each ▇▇▇▇ Letter of Credit. With respect to each ▇▇▇▇ Letter of Credit that has not been terminated as of Closing, the Purchaser shall (i) continue to use its commercially reasonable efforts to cause each ▇▇▇▇ Letter of Credit to be canceled or terminated as promptly as practicable thereafter, such that the Seller Parties and their affiliates shall be released and have no further obligation or liability (contingent or otherwise) under such ▇▇▇▇ Letters of Credit, (ii) provide to ▇▇▇▇, and maintain until the applicable ▇▇▇▇ Letter of Credit is canceled, terminated or returned, cash collateral and/or a letter of credit to cash collateralize, “backstop” or otherwise fully secure the obligations of ▇▇▇▇ or the applicable affiliate pursuant to such ▇▇▇▇ Letter of Credit at or prior to the Closing, and (iii) indemnify and hold harmless the Seller Parties and their respective affiliates in respect of any and all Losses incurred or sustained by, or imposed upon them based upon, arising out of, or by reason of such ▇▇▇▇ Letter of Credit from and after the Closing. The Seller Parties shall, and shall cause their affiliates to, cooperate with the Purchaser, at the Purchaser’s written request, in their efforts pursuant to this Section 4.17(b) and the Purchaser shall reimburse the Seller Parties for any reasonable and documented out-of-pocket costs they or their affiliates incur in connection with such cooperation.

From and after the date hereof, in respect of each Contract set out in Schedule 4.18 of the Disclosure Letter (the “Shared Contracts”), the Parties will use their respective commercially reasonable efforts to permit ▇▇▇▇ and its affiliates (other than Freedom and FMDI) to be removed as a party to such Shared Contract without any further liability from and after (but conditional upon) Closing (including in the case of the Purchaser, by assuming, or causing Freedom or one of its post-Closing affiliates, to assume, the obligations of ▇▇▇▇ and its affiliates (other than Freedom or FMDI) under such Shared Contract and/or providing a performance guarantee of Freedom and/or FMDI’s, obligations under such Shared Contract, in each case from and after Closing). With respect to any Shared Contract in respect of which ▇▇▇▇ and its affiliates (other than Freedom or FMDI) have not been removed as a party as of Closing, the Purchaser and Freedom shall continue to use their respective commercially reasonably efforts to permit ▇▇▇▇ and its affiliates (other than Freedom and FMDI) to be removed as a party to such Shared Contract

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without any further liability, and the Purchaser and Freedom shall indemnify the Seller Parties and their respective affiliates in respect of any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, or by reason of being a party to such Shared Contract following Closing, unless such Loss was the result of fraud or gross negligence of the Seller Parties or their respective affiliates.

(a) If, from time to time following Closing, the Purchaser, Freedom, FMDI, or any affiliate thereof receives any payment from customers, suppliers or any third party that does not relate to the Freedom Business and is properly payable to a Seller Party or any of its post-closing affiliates, the Purchaser and Freedom shall, or shall cause their respective post-closing affiliates to, promptly remit such payment to the Person that is entitled to such payment.

(b) If, from time to time following Closing, any of the Seller Parties or any affiliate thereof receives any payment from customers, suppliers or any third party that relates to the Freedom Business is properly payable to the Purchaser, Freedom, FMDI, or any of their respective post-closing affiliates, the Seller Parties shall or shall cause their respective affiliates to, promptly remit such payment to the Person that is entitled to such payment.

(a) From and after the Closing, except with respect to the Pending Claims, (a) Freedom, FMDI and the Freedom Business shall cease to be insured by ▇▇▇▇’▇ or any of its affiliates’ current and historical insurance policies or programs or by any of their current and historical self-insured programs, and (b) neither the Purchaser nor any of its affiliates shall have any access, right, title or interest to or in any such insurance policies, programs or self-insured programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets of Freedom, FMDI or the Freedom Business or any and all Losses arising from the operation of Freedom, FMDI or the Freedom Business.

(b) From and after the Closing, the Seller Parties shall, and shall cause their affiliates to, reasonably cooperate with the Purchaser, Freedom and FMDI as requested in writing by the Purchaser so that Freedom and FMDI can continue to seek access to applicable current and historical insurance policies and programs (including current and historical self-insured programs) of ▇▇▇▇ and its affiliates with respect to, and so that such policies and programs respond to, and provide coverage for, the Pending Claims until the resolution thereof, and the Purchaser shall reimburse the Seller Parties for any reasonable and documented out-of-pocket costs they or their affiliates incur in connection with such cooperation.

(c) For greater certainty, from and after the Closing, the Purchaser and Freedom shall be responsible for securing all insurance they consider appropriate for Freedom, FMDI and the Freedom Business.

(a) Following the date of this Agreement, the Parties shall, as promptly as practicable, use their respective commercially reasonable efforts to finalize the definitive form of the Roaming Agreement on the terms set forth in Schedule K hereto, [Redacted – commercially sensitive definition] set forth in Schedule L hereto, the Third-Party Internet Access Services Agreements on the terms set forth in Schedule M

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hereto (as applicable), the Go Wi-Fi Agreement on the terms set forth in Schedule N hereto, the Transport Agreement on the terms set forth in Schedule O hereto, the [Redacted – leased premises sublease] on the terms set forth in Schedule P hereto and the Small Cell Licensing Agreement on the terms set forth in Schedule Q hereto, and in each case on such other commercially reasonable terms and conditions that are customary for such types of agreements (to the extent not inconsistent with the terms set forth in the applicable corresponding Schedules attached hereto), or on such other terms as may be agreed to in writing by ▇▇▇▇▇▇ and the Purchaser.

(b) In the event that any Ancillary Agreement (an “Outstanding Ancillary Agreement”) is not entered into at or prior to Closing, the Parties shall consummate the Transaction on the terms set forth herein and, unless ▇▇▇▇▇▇ and the Purchaser otherwise agree, shall, and shall cause their respective affiliates to (i) continue to use their respective commercially reasonable efforts to finalize, execute and deliver, as applicable, such Outstanding Ancillary Agreement in accordance with Section 4.21(a) (including through the procedures described in Sections 4.21(c) and (d) below if necessary) and in compliance with any binding or information timing agreements or commitments made to any Governmental Entity, and (ii) until such time as the applicable Outstanding Ancillary Agreement is executed and delivered (at which time the final terms of such executed and delivered Outstanding Ancillary Agreement shall govern), perform in good faith (and the Parties shall cause their respective Subsidiaries (including, in the case of the Purchaser, Freedom and FMDI) to perform in good faith) the covenants, obligations and duties of such Person set forth in the applicable Schedule attached hereto corresponding to such Outstanding Ancillary Agreement as at, and from Closing. For greater certainty, it is expressly acknowledged and agreed that execution and delivery of any Ancillary Agreement is not a condition to the Closing.

(c) If the Parties are unable to settle all of the terms of any Outstanding Ancillary Agreement within 60 days following Closing, each term (or group of related terms) of such Ancillary Agreement which remain unresolved between the Parties (each a “Disputed Matter”) shall be referred to the Chief Executive Officer of each of ▇▇▇▇▇▇ and the Parent Guarantor who will attempt in good faith to resolve such Disputed Matters in accordance with Section 4.21(a) for an additional 30-day period. If following the expiration of such 30-day period, any Disputed Matter has not been resolved in full either ▇▇▇▇▇▇ or the Purchaser may, on written notice to the other Party (a “Notice of Arbitration”), require that such unresolved Disputed Matter be resolved by arbitration pursuant to Section 4.21(d) in accordance with the Arbitration Act, 1991 (Ontario) except as otherwise explicitly set forth in Section 4.21(d) below.

(d) The following provisions shall govern each Disputed Matter referred to arbitration under Section 4.21(c):

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In the event that any intercompany balances are not settled in full prior to Closing, such amounts shall be settled by Freedom and FMDI, on the one hand, and ▇▇▇▇ and its Subsidiaries (excluding, for greater certainty, Freedom or FMDI), on the other hand, as soon as reasonably practicable following Closing.

[Redacted – commercially sensitive information].

(a) As promptly as practicable following the date hereof and until the termination or expiration of the Transition Services Agreement, to the extent permitted by Law, the Parties shall use their respective commercially reasonable efforts to cooperatively begin planning and implementing steps and actions to assist Purchaser, Freedom and FMDI in migrating away from their reliance on, and to enable the Ordinary Course operation by Purchaser, Freedom and FMDI of the Freedom Business independently on a stand-alone basis without dependency on, any Seller Party (or any of their respective affiliates) or the Transition Services Agreement as promptly as practicable following Closing.

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(b) As promptly as practicable following the date hereof and until the termination or expiration of the Reverse Transition Services Agreement, to the extent permitted by Law, the Parties shall use their respective commercially reasonable efforts to cooperatively begin planning and implementing steps and actions to assist ▇▇▇▇▇▇ and its Subsidiaries in migrating away from their reliance on the Reverse Transition Services Agreement as promptly as practicable following Closing.

From and after the date of this Agreement until the date that is [Redacted – commercially sensitive time period] following the Closing Date:

(a) the Seller Parties shall not, and shall cause their respective Subsidiaries (including, for greater certainty, Freedom and FMDI prior to the Closing Time) not to, directly or indirectly, solicit for employment or hire any individual who is or has been during the [Redacted – commercially sensitive time period] period prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of the Purchaser or any of its Subsidiaries (other than a Terminated Employees) or, between the date of this Agreement and the Closing Date only, an employee of Freedom or FMDI; and

(b) the Purchaser shall not, and shall cause its Subsidiaries (including, for greater certainty, Freedom and FMDI from and after the Closing Time) not to, directly or indirectly, solicit for employment or hire any individual who is or has been during the [Redacted – commercially sensitive time period] prior to such solicitation or hiring, a [Redacted – commercially sensitive information] of any of the Seller Parties or any of their respective Subsidiaries,

provided that, such prohibitions shall not extend to (i) general solicitations of employment (including publicly posted job advertisements) not specifically directed towards such employees, nor to hiring of any such employee as a result thereof, (ii) the solicitation or hiring of employees whose employment has been terminated by their employer where the solicitations and hiring commence at least [Redacted – commercially sensitive time period] after the termination of such employee’s employment, or (iii) the solicitation or hiring of employees in connection with the Employee Transfers contemplated by Section 4.9).

From the date of this Agreement through the earlier of the Closing Date or the valid termination of this Agreement in accordance with its terms, the Seller Parties and their affiliates shall not (and the Seller Parties shall cause each of their respective affiliates not to, and shall cause each of their respective Representatives acting on any of their behalf not to), directly or indirectly: (a) solicit, initiate, facilitate, participate in or encourage the submission of, any proposal or offer from any Person (other than the Purchaser and its affiliates) relating to the acquisition (whether by merger, direct and indirect asset purchase and sale, transfer, offer, investment, restructuring, reorganization, consolidation or other business combination or otherwise) by any Person (other than the Purchaser or affiliates thereof) of, or issuance by either Freedom or FMDI of, any shares or other equity interests thereof, or any material portion of its consolidated assets or of the Freedom Business, or any special dividend, recapitalization or similar transaction (any of the foregoing, an “Alternative Transaction”), in each case, other than (and an Alternative

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Transaction shall not include) the ▇▇▇▇ Acquisition, the Reorganization Transaction, sales of equity interests in ▇▇▇▇▇▇ or ▇▇▇▇ or dividends, recapitalizations or similar transactions, in each case unrelated to the Freedom Business, Freedom or FMDI, or transactions only between or among ▇▇▇▇ and its Subsidiaries; or (b) participate in any discussions or negotiations regarding, furnish or make available any information with respect to or in connection with, or assist or participate in any other manner any effort or attempt by any Person (other than the Purchaser and its affiliates and Representatives) to do any of the foregoing. Each of the Seller Parties shall, and shall cause each of their respective affiliates and any of the respective Representatives acting on any of their behalf to, immediately discontinue and terminate any and all existing discussions or negotiations with, or the provision of any non-public information (including, for the avoidance of doubt, access to the Data Room and any other diligence-related access or resources related to the acquisition of the Freedom Business) to, any Person (other than with the Purchaser, or the Purchaser’s affiliates and Representatives) with respect to, or that could reasonably be expected to lead to, an Alternative Transaction.

[Redacted – commercially sensitive information].

ARTICLE 5

INDEMNIFICATION

(a) The representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until:

(b) None of the covenants or other agreements of any Party contained in this Agreement shall survive the Closing Date, other than covenants or other agreements which by their terms contemplate performance after the Closing, which covenants and agreements shall survive the Closing for the period contemplated by their respective terms, or until such performance is waived in writing by the Party for whose benefit such covenant or other agreement exists.

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(c) Notwithstanding anything to the contrary in this Section 5.1, if any claim for indemnification is asserted in good faith in accordance with Section 5.5 before the expiration date of the applicable survival period, then any indemnification obligation under this Article 5 with respect to such claim shall survive until such claim has been finally resolved in accordance with this Agreement.

Subject to the other terms and conditions of this Article 5 and Section 4.7, from and after the Closing, the Seller Parties shall jointly indemnify the Purchaser and its affiliates (collectively, the “Purchaser Indemnified Parties”) against, and shall hold the Purchaser Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnified Parties to the extent based upon, arising out of, arising from, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Seller Parties or Freedom set out in Schedule A or Schedule B, respectively (other than the Seller Fundamental Representations or the Freedom Fundamental Representations) and, in the case of the representations and warranties of Freedom set forth in paragraph 27 of Schedule B [Taxes], subject to Section 4.7, disregarding for the purpose of calculating any Losses, any materiality or Material Adverse Effect qualification contained in any such representation or warranty;

(b) any inaccuracy in or breach of any of the Seller Fundamental Representations or the Freedom Fundamental Representations, disregarding for the purpose of calculating any Losses, any materiality or Material Adverse Effect qualification contained in any such representation or warranty;

(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any of the Seller Parties under this Agreement prior to or following Closing, and any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Freedom under this Agreement prior to Closing;

(d) [Redacted – commercially sensitive indemnification provision];

(e) [Redacted – commercially sensitive indemnification provision];

(f) any Indemnified Taxes; and

(g) any Retained Assets, Assumed Liabilities or any claims, costs, expenses or liabilities based upon, arising out of, with respect to or by reason of the [Redacted – leased premises lease] (subject to the Purchaser’s or its affiliates’ obligations under the [Redacted – leased premises sublease]).

Subject to the other terms and conditions of this Article 5 and Section 4.7, from and after the Closing, the Seller Parties shall jointly indemnify the Purchaser Indemnified Parties against, and shall hold the Purchaser Indemnified Parties harmless from and against any claims, costs, expenses or liabilities incurred or sustained by, or imposed upon, the Purchaser Indemnified Parties as a result of the Reorganization Transactions set forth under the headings [Redacted – commercially sensitive information].

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Subject to the other terms and conditions of this Article 5, from and after the Closing, the Purchaser shall indemnify the Seller Parties and their respective affiliates (collectively, the “Seller Indemnified Parties”) against, and shall hold the Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Parties to the extent based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Purchaser set out in Schedule C (other than the Purchaser Fundamental Representations), disregarding for the purpose of calculating any Losses, any materiality or Material Adverse Effect qualification contained in any such representation or warranty;

(b) any inaccuracy in or breach of any of the Purchaser Fundamental Representations, disregarding for the purpose of calculating any Losses, any materiality or Material Adverse Effect qualification contained in any such representation or warranty; or

(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser under this Agreement prior to or following Closing, and any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Freedom under this Agreement following Closing.

(a) Seller Parties Limitations. The obligation of the Seller Parties to indemnify the Purchaser Indemnified Parties under Section 5.2 shall be subject to the following:

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(b) Purchaser Limitations. The obligation of the Purchaser to indemnify the Seller Indemnified Parties under Section 5.3 shall be subject to the following:

(c) Expiration. No Party shall have any obligation or liability for indemnification or otherwise with respect to any representation, warranty, covenant or agreement in this Agreement that survives the Closing, as applicable, after the end of the applicable time at which such representation, warranty, covenant or agreement has terminated in accordance with Section 5.1 or the time for making any claim expires in accordance with Section 5.1, as applicable, except for claims with respect to which a notice of claim has been delivered in good faith accordance with Section 5.5 prior to the end of the applicable time at which such representation, warranty, covenant or agreement has terminated in accordance with Section 5.1 or the time for making any claim expires in accordance with Section 5.1, in which case any such representations, warranties, covenants or agreements that are the subject of such indemnification claim that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved.

(d) Insurance and Taxes. Payments by an Indemnifying Party to an Indemnified Party under Section 5.2 or Section 5.3 in respect of any Loss shall be: (i) net of any amounts that have been reimbursed through any insurance proceeds or any indemnity, contribution or other similar payment received by the Indemnified Party, which the Indemnified Party shall use its commercially reasonable efforts to recover prior to seeking indemnification under this Agreement (and, following any indemnification payment by the Indemnifying Party hereunder, the Indemnifying Party shall, to the fullest extent permitted by Law, be subrogated to all of the Indemnified Party’s remaining right, title and interest to receive any such insurance, indemnity, contribution or other similar payment in respect of any Losses that have been indemnified by the Indemnifying Party); and (ii) reduced dollar for dollar by the amount of any Tax benefits realized by the Indemnified Party as a result of such Losses (calculated by comparing the Tax payable by the Indemnified Party as a result of the Losses to the Tax that would have otherwise been payable by the Indemnified Party for the relevant Tax period), provided that (A) such Tax benefits must be actually realized in any one or more Tax period(s) before and including the Tax period in which the indemnity payment is made, and (B) the Indemnified Party shall attempt to so realize such Tax benefits in such period(s) reasonably and in good faith.

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(e) Duty to Mitigate. Nothing in this Agreement in any way restricts or limits the general obligation under applicable Laws of an Indemnified Party to mitigate any Losses indemnifiable under Section 5.2 or Section 5.3, as applicable (including in the case of any inaccuracy or breach of the representation in Section 18 of Schedule B and any rights available to Freedom under the Transition Services Agreement).

(f) One Recovery. No Indemnified Party shall be entitled to double recovery for any Loss, whether under this Agreement, any Ancillary Agreement or otherwise, even though the Loss may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the Indemnifying Party in this Agreement.

(g) Exclusive Remedy. Except as explicitly provided in Section 8.6, or the rights of indemnification set forth in Sections 2.6, 4.9(d), 4.9(f), 4.11, 4.13(c), 4.17 or 4.18, the Parties acknowledge and agree that, from and after the Closing, their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise), shall be pursuant to the indemnification provisions set forth in this Article 5. In furtherance of the foregoing, each Party hereby waives, from and after the Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties and their respective Representatives (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise), except under the indemnification provisions set forth in this Article 5. For greater certainty, nothing in this Section 5.4(g) shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled under Section 8.6 or under the terms of any Ancillary Agreement.

(a) Third-Party Claims. Subject to Section 5.5(c), if any Indemnified Party receives notice of the assertion or commencement of any action, claim or other legal proceeding made or brought by any Person who is not a Party or an affiliate thereof (including, for greater certainty, pursuant to Section 5.2(d) or Section 5.2(e)) (a “Third-Party Claim”) against such Indemnified Party with respect to which an Indemnifying Party may be obligated to provide indemnification under this Article 5, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof; provided that the right of an Indemnified Party to be indemnified under this Article 5 shall not be adversely affected by the failure of the Indemnified Party to provide such prompt written notice, except and only to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of all Losses that have been or may be sustained by the Indemnified Parties. The Indemnifying Party shall have the right, at its option, to (i) participate in the defence of any Third-Party Claim, or (ii) assume the defence of any Third-Party Claim by giving written notice to the Indemnified Party within 20 days of receipt of a notice of a Third-Party Claim in accordance with this Section 5.5(a), in each case at the Indemnifying Party’s expense

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and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defence; provided that, except in the case of Third-Party Claims contemplated by Section 5.2(d), if the Indemnifying Party is a Seller Party, the Seller Parties shall not have the right to defend or direct the defence of any such Third-Party Claim that: (i) is asserted directly by or on behalf of a Person that is a material supplier or material customer of the Freedom Business; or (ii) seeks an injunction or other equitable relief against the Indemnified Party, in which case the Indemnified Parties shall defend the Third-Party Claim and may only settle such claim in compliance with Section 5.5(b). If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defence of the Third-Party Claim with counsel selected by it (subject to the Indemnifying Party’s right to control the defence thereof, if applicable), in which case the fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided that if, in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defences available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, then in either case the Indemnifying Party shall be liable for the reasonable fees and expenses of one counsel for the Indemnified Parties in each jurisdiction in which the Indemnified Parties reasonably require counsel to defend such Third-Party Claim. If the Indemnifying Party elects not to assume the defence of a Third-Party Claim or fails to make such election within the 20-day period contemplated by this Section 5.5(a), the Indemnified Party may, subject to Section 5.5(b), pay, compromise, defend the Third-Party Claim and seek indemnification for any, and all, Losses based upon, arising from or relating to such Third-Party Claim, subject to the terms, limitation and conditions contained in this Agreement (including this Article 5). The Parties shall cooperate and consult with each other in good faith in connection with the defence of any Third-Party Claim, including making available (subject to the provisions of Section 4.5(c)) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of reasonable out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third-Party Claim.

(b) Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into any settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 5.5(b). If a firm offer is made to settle a Third-Party Claim and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party proposes to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such offer within 10 Business Days after its receipt of such notice, the Indemnified Party shall assume or continue, as applicable, the defence of such Third-Party Claim, and thereafter the maximum liability of the Indemnifying Party in respect of such Third-Party Claim (or any other claim arising out of substantially similar facts) shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such offer and also fails to assume or continue, as applicable, defence of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in the offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defence of a Third-Party Claim under Section 5.5(a), the Indemnified Party shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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(c) Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof; provided however, the right of an Indemnified Party to be indemnified under this Article 5 shall not be adversely affected by the failure of the Indemnified Party to provide such prompt written notice, except and only to the extent that the Indemnifying Party is prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of all Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall afford the Indemnifying Party and its Representatives reasonable access during normal business hours to the Purchaser’s and Freedom’s premises and personnel (in such a manner that does not unreasonably interfere with the conduct of their business) and the right to examine and make copies of (or, where practicable, receive electronic access to) any records relating to such Direct Claim as the Indemnifying Party or its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case either the Indemnified Party or the Indemnifying Party may apply to court (in accordance with Section 8.12) to determine the relative rights and obligations of the Indemnified Party and the Indemnifying Party hereunder in respect of such Direct Claim.

(d) Tax Contests. The Seller Parties shall have the right, at their sole expense and employing counsel of their own choice, to contest any assessment, reassessment or other Tax contest (an “Assessment”) provided that the Assessment relates solely to Taxes for which Seller Parties may be liable under Section 5.2(a) or Section 5.2(f) of this Agreement. If only a portion of the Assessment relates to Taxes for which Seller Parties would be liable under Section 5.2(a) or Section 5.2(f) of this Agreement, then Seller Parties will have the right to jointly participate in contesting or settling such Assessment (such joint participation to be conducted by the Parties reasonably and in good faith) and to control aspects of such contest which relate solely to Taxes for which Seller Parties would be liable under Section 5.2(a) or Section 5.2(f). In such event that Seller Parties control an Assessment, they shall keep Purchaser reasonably informed of the progress of such contest and Purchaser shall have the right to retain its own counsel and to participate in the defence of such Assessment, but the fees and expenses of such counsel shall be at the sole expense of Purchaser. The Parties shall cooperate reasonably and in good faith in respect of all matters relevant to an Assessment in a manner similar to Section 5.5(a) (including giving prompt written notice of any Assessment contemplated by this Section 5.5(d), together with any ancillary documents related thereto, within 10 days of receipt thereof), provided that the Seller Parties shall not settle or compromise any Assessment without the prior written consent of the Purchaser, such consent not to be unreasonably withheld. The Seller Parties shall be required, in respect of any Assessment they decide to control, to pay such of the following amounts owing pursuant thereto or thereunder to any Governmental Entity on behalf of Freedom or FMDI (as applicable) where such payment is required by applicable Law to be paid notwithstanding that the matter is still in dispute: (i) in the case of amounts assessed which are subject to subsection 225.1(7) of the Tax Act or any provision of applicable Law which provides for the obligation to pay a lower amount than the full amount of such Assessment, such amounts shall be determined in accordance therewith; and (ii) in any other case, the full amount owing pursuant to such Assessment which must be paid in accordance with applicable Law. Such payment shall be paid within 15 days after the Seller Parties have received notice of such Assessment, except where the amounts assessed are subject to subsection 225.1(7) of the Tax Act or any provision of applicable Law which prescribes a later date for payment, in which case payment may be made on or before such later date. Should the Seller Parties fail to pay such amounts in respect of any Assessment within such time, the Seller Parties shall forfeit their right to control the contest of such Assessment pursuant to this Section 5.5(d), and such Assessment shall be treated for all

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purposes of this Agreement as an Assessment in respect of which the Seller Parties decided not to exercise such right of control. In the event that the Seller Parties have paid any amount hereunder in respect of an Assessment or re-Assessment on account of Taxes indemnified under Section 5.2(a) or Section 5.2(f) of this Agreement, the Seller Parties shall be entitled to recover any such amount (or any portion thereof) which is refunded or otherwise credited against Taxes owing which arises as a result of any successful or partially successful contest or settlement of such matter, together with any interest or other amounts payable in connection therewith (but net of Taxes payable, if any, by Freedom or FMDI on such interest or other amounts). The Purchaser shall, or shall cause Freedom or FMDI, to pay such amounts to the Seller Parties forthwith after such amounts are received from, or credited by, the Governmental Entity. Except with the prior written consent of the Seller Parties (such consent not to be unreasonably withheld), the Purchaser shall not, and shall not permit Freedom and FMDI, to agree to or compromise any settlement of an Assessment, with respect to any Tax contests if the foregoing could give rise to a claim, or an increase in the amount of a claim, against Seller Parties under Section 5.2(a) or Section 5.2(f) of this Agreement. [Redacted – commercially sensitive information].

All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

ARTICLE 6

TERMINATION

(a) This Agreement shall terminate automatically:

(b) This Agreement may be terminated prior to the Closing Time by:

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(c) In the event that ▇▇▇▇▇▇ or the Purchaser exercises its right to terminate this Agreement pursuant to Section 6.1(b) (other than pursuant to Section 6.1(b)(i)) it shall give written notice of such termination to the other Parties, specifying in reasonable detail the basis for its exercise of its termination right.

If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any Related Party of such Party) to any other Party to this Agreement, except that this Section 6.2, Article 7 and Sections 8.2 through to and including Section 8.17 shall survive, and provided further that no Party shall be relieved of any liability for (i) the failure of such Party to consummate the Closing if, as and when required pursuant to this Agreement, or (ii) any fraud or breach by it of this Agreement.

ARTICLE 7

PARENT GUARANTEE

(a) The Parent Guarantor hereby covenants and agrees that it will cause the Purchaser to duly comply with and perform all of its covenants, duties, and obligations under, relating to or connection with the Transaction as and when required.

(b) The Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Seller Parties, and covenants and agrees to be jointly and severally liable with the Purchaser as principal and not as surety (the “Guarantee”), for the due and punctual payment and performance of all of the Purchaser’s covenants, duties, and obligations, relating to or under this Agreement or otherwise in connection with the Transaction as and when required (the “Guaranteed Obligations”). If the Purchaser fails to perform or pay any Guaranteed Obligation as and when required, then, without the necessity or the requirement for the Seller Parties to pursue or exhaust any recourse against the Purchaser, the Parent Guarantor will perform or pay or cause to be performed or paid such Guaranteed Obligation promptly upon demand. Any and all payment or performance by the Parent Guarantor hereunder shall be made without any set-off, recoupment or counterclaim.

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(c) The Parent Guarantor’s obligations hereunder are direct, independent, and primary, and this Guarantee is absolute and unconditional; provided that, except as otherwise set forth in this Section 7.1, any claim hereunder against the Parent Guarantor shall be subject to, and the Parent Guarantor shall have available to it in defense of any such claim, any and all of the Purchaser’s rights and defenses, whether arising under the Agreement or otherwise, in respect of any such claim. The Parent Guarantor’s obligations under this Guarantee shall, without limitation, constitute a guarantee of payment and performance, binding upon the Parent Guarantor and its successors and permitted assigns and irrevocable, and remain in force until all Guaranteed Obligations have been paid or performed in full and shall not be released or discharged notwithstanding:

(d) Until all obligations of the Purchaser under, relating to or in connection with the Transaction and all obligations of the Parent Guarantor under this Guarantee are discharged and released: (a) the Parent Guarantor shall not assert against the Purchaser any claim, right or remedy, direct or indirect, that the Parent Guarantor now has or may hereafter have against Purchaser in connection with this Guarantee or the performance by Parent Guarantor of its obligations hereunder; and (b) the Parent Guarantor shall not be subrogated to any of the Seller Parties’ rights in the Guaranteed Obligations.

(e) This Guarantee is a continuing guarantee and, in the case of each Guaranteed Obligation requiring the payment of monies, this Guarantee applies to and secures any ultimate balance due or remaining due to the Seller Parties; and if, at any time, all or any part of any monies previously applied by the Seller Parties to any Guaranteed Obligation is or must be rescinded or returned by the Seller Parties for any reason whatsoever, such Guaranteed Obligation will, for the purposes hereof, to the extent such payment is or must be rescinded or returned, be deemed to have continued in existence and this Guarantee shall continue to be effective or be reinstated, as applicable, to such Guaranteed Obligation as if such application had not been made.

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(f) Payments shall be free and clear of all deductions or withholdings of any kind, except for those required by Law.

(g) In connection with the foregoing Guarantee, the Parent Guarantor hereby represents and warrants to the Seller Parties as follows:

ARTICLE 8

GENERAL PROVISIONS

(a) This Agreement may, at any time and from time, be amended, supplemented or modified by the mutual written agreement of Rogers and the Purchaser, provided that to the extent that any such amendment, supplement or modification is to: (a) Section 4.11, or (b) would otherwise be adverse to the interests of Shaw or its affiliates (including, for greater certainty, amendments, modifications or supplements to ▇▇▇▇’▇ or its affiliates’ rights and obligations in Sections 2.2, 2.3, 4.4, 4.13, 8.1 or 8.6), then in each case such amendment, supplement or modification shall require the prior written consent of Shaw (such consent not to be unreasonably withheld, conditioned or delayed).

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(b) Notwithstanding anything set forth in this Agreement to the contrary, to the extent any amendment, modification or waiver of this Section 8.1, Section 8.5, Section 8.6(b), Section 8.10 or the definitions of “Debt Commitment Letter”, “Debt Financing”, “Debt Financing Sources” and “Debt Financing Documents” (and any provision of this Agreement to the extent an amendment, supplement, modification or waiver of such provision would modify the substance of any of the foregoing provisions) is sought that is adverse to the interests of the Debt Financing Sources, the prior written consent of such adversely affected Debt Financing Source will be required before such amendment, modification or waiver is rendered effective.

Except as otherwise expressly provided in this Agreement, the Ancillary Agreements or the Confidentiality Agreement, each of the Parties shall be responsible for and pay their own respective legal, financial advisory, accounting and other costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and the Ancillary Agreements, the performance of their respective obligations under this Agreement and the Ancillary Agreements, and the consummation of the Transaction.

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by email (with confirmation of transmission) on the date of transmission if it is a Business Day and transmission was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):

(a) to Shaw, ▇▇▇▇ Telecom or, prior to Closing, Freedom at:

▇▇▇▇ Communications Inc.

▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇

  Executive Vice President, Chief Financial & Corporate Development Officer

  Executive Vice President, Chief Legal and Regulatory Officer

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with a copy to:

Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇

(b) to Rogers at:

▇▇▇▇▇▇ Communications Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇

with a copy to:

Goodmans LLP

▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇

(c) to the Purchaser, the Parent Guarantor or, following Closing, Freedom at:

Quebecor Inc.

▇▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇

with a copy to:

Osler, ▇▇▇▇▇▇ & Harcourt LLP

1000 rue de la Gauchetière West, Suite 1000

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇

Attention:         ▇▇▇▇ ▇▇▇▇▇▇▇▇

Email:              ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Rejection or other refusal to accept, or inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

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Time is of the essence in this Agreement.

(a) 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.

(b) Notwithstanding the foregoing:

(a) 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 by a Party in accordance with their specific terms or were otherwise breached by a Party. The Parties accordingly agree that (i) each Party shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and the obligations of the Parties to consummate the Closing in accordance with the provisions of this Agreement, and to specifically enforce compliance with, and performance of, the terms of this Agreement against the other Parties, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at Law or in equity, and (ii) the right of specific performance is an integral part of the transactions contemplated by this Agreement

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and, without such right, none of the Parties would have entered into this Agreement. In furtherance of the foregoing, each of the Parties hereby irrevocably waives, and agrees not to assert or attempt to assert, by way of motion or other request for leave, as a defense, counterclaim or otherwise, in any proceeding, any claim or argument that there is an adequate remedy at law or that an injunction or award of specific performance is not otherwise an available or appropriate remedy, in each case, with respect to this Agreement.

(b) Notwithstanding anything to the contrary contained in this Agreement, but without limiting any of the Seller Parties’ rights under Sections 8.6(a) or 8.6(c) or the rights of the Parties to the Debt Commitment Letter under the terms thereof, the Seller Parties hereby waive, any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby and the Seller Parties agree not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or in respect of any other document or theory of law or equity in connection therewith, whether at law, in contract, in tort or otherwise and agrees to cause any such action or proceeding asserted by the Seller Parties in violation of the prohibition on commencing actions or proceedings contained in this Section 8.6(b) against any Debt Financing Source to be dismissed or otherwise terminated. In particular, the Seller Parties agree that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. For the avoidance of doubt, nothing contained herein shall in any way limit or modify the rights and obligations of the Purchaser or the Debt Financing Sources set forth under the Debt Commitment Letter or any other commitment letter, fee letter or definitive agreement pertaining to the Debt Financing, and nothing herein shall restrict the ability of the Seller Parties to seek specific performance of the Purchaser’s obligations hereunder.

(c) If, prior to the Outside Date, any Party brings any action in accordance with this Section 8.6 to enforce specifically the performance of the terms and provisions hereof by any other Party, the Outside Date shall automatically be extended (i) for the period during which such action is pending, plus 20 Business Days, or (ii) by such other time period established by the court presiding over such action, as the case may be.

Nothing in this Agreement shall amend, vary, modify or derogate from the rights and obligations of Rogers and Shaw to each other under any other legally binding agreement entered into between Rogers and Shaw, whether prior to, on or after the date hereof, all of which remain in full force and effect, including Section 4.5 (Regulatory Approvals) of the Arrangement Agreement and any confidentiality agreement between Rogers and Shaw that remains in force. As between Rogers and Shaw, to the extent of any conflict, inconsistency or ambiguity between the terms of this Agreement and the Arrangement Agreement, the terms of the Arrangement Agreement shall prevail and be paramount.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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This Agreement, the Ancillary Agreements, the Confidentiality Agreement and the [Redacted – commercially sensitive information] constitute the entire agreement between the Parties with respect to the Transaction and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement, the Ancillary Agreements or the Confidentiality Agreement. None of the Parties has relied or is relying on any other representation, warranty, information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. For greater certainty, the Parties agree that the letter agreement between the Purchaser, ▇▇▇▇▇▇, ▇▇▇▇ and Shaw Telecom dated June 17, 2022 (including the term sheet attached thereto) is terminated effective upon the execution and delivery of this Agreement by the Parties.

This Agreement becomes effective only when executed and delivered by the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. From and after the consummation of the transactions contemplated by the Arrangement Agreement, references in this Agreement to Rogers shall be deemed to include Shaw, and references to Shaw shall be deemed to include Rogers (and either Rogers or Shaw shall have the full authority to act on behalf of any or both of Rogers and/or Shaw). 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 Purchaser may, on notice to the Seller Parties but without the prior written consent of the other Parties, assign all or any portion of its rights under this Agreement to one or more of its wholly-owned Subsidiaries or one or more direct or indirect wholly-owned Subsidiaries of the Parent Guarantor, provided that the Purchaser and the Parent Guarantor shall remain liable for the due and punctual performance of all of their respective obligations under this Agreement (and, for greater certainty, the Guaranteed Obligations shall include the due and punctual payment and performance of all of such assignee’s covenants, duties, and obligations under, relating to or under this Agreement or otherwise in connection with the Transaction as and when required) and such assignment shall not derogate from the Seller Parties’ rights or remedies against the Purchaser or the Parent Guarantor arising under or in connection with this Agreement.

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 Transaction is fulfilled to the fullest extent possible.

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This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 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. Any legal proceedings arising out of this Agreement shall be conducted in the English language only. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Each Party hereto shall, from time to time and at all times hereafter, at the request of another Party, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

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.

(a) No Person who is not a named party to this Agreement, including any Related Party of a Party, shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of a Person against any of its Related Parties) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim, proceeding or cause of action based on, in respect of, or by reason of this Agreement or its negotiation, execution or performance, and each Party waives and releases all (and agrees that neither it nor any of its Related Parties shall commence any claim or proceeding in respect of any) such liabilities, claims and obligations against any such Related Parties.

(b) Notwithstanding the foregoing, nothing herein limit the express obligations of any Person that is a party an Ancillary Agreement arising under the express terms thereof.

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or other method of electronic communication) 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 facsimile, PDF or similarly executed electronic copy of this Agreement, and such facsimile, PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Signature Page Follows.]

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

Signature Page – Share Purchase Agreement

Signature Page – Share Purchase Agreement

Signature Page – Share Purchase Agreement

Signature Page – Share Purchase Agreement

SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

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SCHEDULE B

REPRESENTATIONS AND WARRANTIES IN RESPECT OF FREEDOM

except, in the case of each of paragraphs (b), (c) and (d), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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[Redacted – commercially sensitive schedules]