EXECUTION VERSION
TELUS Corporation
and
TELUS
International (Cda) Inc.
Table
of Contents
Page
| ARTICLE 1
INTERPRETATION |
1 |
| 1.1 | Defined Terms |
1 |
| 1.2 | Certain Rules of Interpretation |
18 |
| ARTICLE 2
THE ARRANGEMENT |
19 |
| 2.1 | Arrangement |
19 |
| 2.3 | The Company Meeting |
20 |
| 2.4 | The Company Circular and Schedule 13E-3 |
22 |
| 2.8 | Deposit of Consideration |
24 |
| 2.9 | Applicable U.S. Securities Laws |
25 |
| 2.11 | List of Shareholders |
26 |
| 2.12 | Incentive Plan and ESPP Matters |
26 |
| ARTICLE 3
REPRESENTATIONS AND WARRANTIES |
26 |
| 3.1 | Representations and Warranties of the Company |
26 |
| 3.2 | Representations and Warranties of the Purchaser |
27 |
| ARTICLE 4
COVENANTS |
27 |
| 4.1 | Conduct of Business of the Company |
27 |
| 4.2 | Conduct of the Business of the Purchaser |
31 |
| 4.3 | Covenants of the Company Relating to the Arrangement |
32 |
| 4.4 | Covenants of the Purchaser Relating to the Arrangement |
33 |
| 4.5 | Regulatory Approvals |
34 |
| 4.6 | Access to Information; Confidentiality |
35 |
| 4.7 | Assistance with Financing |
36 |
| 4.8 | Existing Credit Documents Payoff |
37 |
| 4.9 | Pre-Acquisition Reorganization |
37 |
| 4.10 | Cooperation with Post-Acquisition Reorganizations |
38 |
| 4.11 | Public Communications |
39 |
| 4.12 | Notice and Cure Provisions |
39 |
| 4.13 | Insurance and Indemnification |
40 |
| 4.14 | Exchanges Delisting |
40 |
| 4.15 | Stock Exchange Approval |
40 |
| 4.16 | Transaction Litigation |
40 |
| ARTICLE 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION |
41 |
| 5.1 | Non-Solicitation |
41 |
| 5.2 | Notification of Acquisition Proposals |
42 |
| 5.3 | Responding to an Acquisition Proposal |
42 |
| 5.5 | Breach by Subsidiaries and Representatives |
45 |
| ARTICLE 6
CONDITIONS |
45 |
| 6.1 | Mutual Conditions Precedent |
45 |
| 6.2 | Additional Conditions Precedent to the Obligations of the Purchaser |
45 |
| 6.3 | Additional Conditions Precedent to the Obligations of the Company |
46 |
| 6.4 | Satisfaction of Conditions |
46 |
TABLE
OF CONTENTS
(continued)
Page
| ARTICLE 7
TERM AND TERMINATION |
47 |
| 7.1 | Term |
47 |
| 7.3 | Effect of Termination/Survival |
49 |
| ARTICLE 8
GENERAL PROVISIONS |
49 |
| 8.1 | Amendments |
49 |
| 8.4 | Time of the Essence |
52 |
| 8.7 | Third Party Beneficiaries |
52 |
| 8.10 | Successors and Assigns |
53 |
| 8.13 | Rules of Construction |
53 |
EXHIBITS
Schedule A – Plan of Arrangement
Schedule B – Arrangement Resolution
Schedule C – Representations and Warranties of the Company
Schedule D – Representations and Warranties of the Purchaser
Schedule E – D&O Support and Voting Agreement
Schedule F – Shareholder Support and Voting Agreement
Schedule G – FDI Regulatory Approval
ARRANGEMENT
AGREEMENT
THIS AGREEMENT is made as of September
1, 2025,
AMONG:
TELUS Corporation, a corporation
existing under the laws of the Province of British Columbia
(the “Purchaser”)
- and -
TELUS International (Cda) Inc., a
corporation existing under the laws of the Province of British Columbia
(the “Company”)
NOW THEREFORE, in
consideration of the covenants and agreements herein contained, the Parties agree as follows:
Article 1
INTERPRETATION
As used in this Agreement, the following
terms have the following meanings:
“2021 Omnibus Long-Term Incentive
Plan” means the Omnibus Long-Term Incentive Plan which became effective on the effective date of the Company’s initial
public offering and was amended and restated effective May 15, 2025.
“Acquisition Proposal”
means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one
or more of its wholly-owned Subsidiaries, any inquiry, offer or proposal (whether written or oral) from any Person or group of Persons
other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) made after
the date of this Agreement relating to: (a) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license
or other arrangement having the same economic effect as a sale, disposition, alliance or joint venture), in a single transaction or a
series or related transactions, of assets (including securities of Subsidiaries of the Company) representing 20% or more of the consolidated
assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole; (b) any direct
or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction, in a single transaction or series of
related transactions, that if consummated, would result in a Person or group of Persons beneficially owning or exercising control or
direction over, directly or indirectly, 20% or more of any class of voting or equity securities (including securities convertible into
or exercisable or exchangeable for voting or equity securities) of the Company or any of its Subsidiaries whose assets represent 20%
or more of the consolidated assets or contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as
a whole; (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization,
or other similar transaction involving the Company or any of its Subsidiaries pursuant to which any such Person or group of Persons would
own, directly or indirectly, assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated
revenue of the Company and its Subsidiaries, taken as a whole; or (d) any other similar transaction or series of related transactions
involving the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, respectively constitute
20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of the Company and its Subsidiaries, taken
as a whole.
“affiliate” has the
meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions, provided that, for purposes of this Agreement,
unless expressly stated otherwise, a reference to an affiliate of the Purchaser excludes the Company and its Subsidiaries and a reference
to an affiliate of the Company excludes the Purchaser and its Subsidiaries that are not also Subsidiaries of the Company.
“Agreement” means this
arrangement agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time
to time in accordance with the terms hereof.
“AI Data” means any
and all data, content, or materials of any nature (including text, numbers, images, photos, graphics, video, audio, computer code or Scraped
Datasets), Processed by or for the Company or any of its Subsidiaries in connection with the training by the Company or any of its Subsidiaries
of AI Technology.
“AI Technology” means
deep learning or machine learning-based artificial intelligence (“AI”) technologies, including any and all algorithms,
software or systems that make use of or employ neural networks, transformers, diffusion models, autoencoders, generative adversarial networks,
or other systems trained using gradient descent or other loss or cost reduction techniques or any other statistical learning algorithms
(such as linear and logistic regression, support vector machines, random forests, k-means clustering, and Bayesian networks) or other
evolutional computation techniques, reinforcement learning, or other AI tools or methodologies.
“Anti-Spam Laws” means
(a) 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 Commissions
Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada),
and (b) other Laws that regulate the same or similar subject matter in any applicable jurisdiction.
“Arm’s Length”
has the meaning ascribed thereto in the Tax Act.
“Arrangement” means
an arrangement of the Company under section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement,
subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of
Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser,
each acting reasonably.
“Arrangement Resolution”
means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by Shareholders, substantially
in the form set out in Schedule B.
“associate” has the
meaning ascribed thereto in the Securities Act (British Columbia).
“Authorization” means
with respect to any Person, any order, permit, approval, certification, consent, waiver, accreditation, licence or similar authorization
of any Governmental Entity having jurisdiction over the Person.
“BCBCA” means
the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated
or amended from time to time.
“Board” means the board
of directors of the Company as constituted from time to time.
“Board Recommendation”
has the meaning ascribed thereto in Section 2.4(3).
“Breaching Party” has
the meaning ascribed thereto in Section 4.12(3).
“Business Day” means
any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Vancouver,
British Columbia, or New York, New York.
“Business Systems”
has the meaning ascribed thereto in Paragraph 24(a) of Schedule C.
“Canadian Securities Authorities”
means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of
a province or territory of Canada.
“Cash Consideration”
has the meaning ascribed thereto in the Plan of Arrangement.
“Change in Recommendation”
has the meaning ascribed thereto in Section 7.2(1)(d)(ii).
“Closing” has the meaning
ascribed thereto in Section 2.7.
“Code” means the Internal
Revenue Code of 1986, as amended and the Treasury Regulations.
“Collective Agreements”
means all collective bargaining agreements, union agreements, employee association agreements or similar Contracts applicable to the Company
or any of its Subsidiaries and all related documentation, including any arbitration decision, letters or memoranda of understanding applicable
to the Company or any of its Subsidiaries which impose obligations upon the Company or any of its Subsidiaries.
“Combination Consideration”
has the meaning ascribed thereto in the Plan of Arrangement.
“Commercial Electronic Message”
means an electronic message, the content, the hyperlink or the contact details of which could reasonably be interpreted as encouraging
the participation in commercial activity.
“Company” has the meaning
ascribed thereto in the preamble hereto.
“Company AI” has the
meaning ascribed thereto in Section 36(a) of Schedule C.
“Company AI Products”
means any and all products and services that are offered, licensed, sold, distributed, hosted, or otherwise made commercially available,
by or on behalf of the Company or any of its Subsidiaries, including Company Software, that incorporates or employs any AI Technology
as a primary feature or value proposition of such products or services.
“Company Circular”
means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits
to, and information incorporated by reference in, such management information circular, to be sent to Shareholders in connection with
the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
“Company’s Constating
Documents” means the Constating Documents of the Company.
“Company Data”
means any and all confidential information and data, including any Personal Information, collected, Processed or otherwise controlled
or held by, or in the possession of, the Company or any of its Subsidiaries regarding the Company or its Subsidiaries’ current,
former or prospective partners, customers, suppliers, processors, service providers, vendors, Company Employees, consultants, agents,
independent contractors, temporary workers or any other Person.
“Company Disclosure Letter”
means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Company
to the Purchaser with the execution of this Agreement.
“Company Employee Plan”
means any Employee Plan (including the 2021 Omnibus Long-Term Incentive Plan and ESPP) that is for the benefit of (i) Company Employees,
(ii) former employees of the Company or any of its Subsidiaries, (iii) current or former officers, directors, consultants, agents, service
providers or independent contractors of the Company or any of its Subsidiaries, or (iv) any spouses, dependents, survivors or beneficiaries
of such Persons described in the foregoing (i), (ii) or (iii), which are maintained, sponsored, contributed to, funded by, or otherwise
binding upon, the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any actual or contingent
liability, other than (y) any statutory plans administered by a Governmental Entity, including the Canada Pension Plan and Québec
Pension Plan and plans administered pursuant to applicable federal or provincial health, workers’ compensation or employment insurance
legislation, and (z) any Purchaser Employee Plans.
“Company Employees”
means the officers and employees of the Company and its Subsidiaries including part time and full-time employees, in each case, whether
active or inactive, unionized or non-unionized.
“Company Filings” means
all documents publicly filed by or on behalf of the Company on SEDAR+ since January 1, 2024.
“Company Intellectual Property”
means, collectively, the Owned Intellectual Property and the Licensed Intellectual Property.
“Company Leased Properties”
means the real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries.
“Company Leases” means
all leases, subleases, licences, occupancy agreements, or other agreements pursuant to which the Company or any of its Subsidiaries is
vested with rights to use or occupy the Company Leased Properties, as amended, modified or supplemented or renewed.
“Company Meeting” means
the special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement,
to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be
set out in the Company Circular and agreed to in writing by the Purchaser.
“Company Platforms”
means, collectively, all digital platforms through which the Company and its Subsidiaries offer its digital solutions, including cloud
services, automation, trust and safety, security, AI Data solutions, and front-end digital design and consulting.
“Company Software”
means all Software that is owned by the Company or any of its Subsidiaries, or which is licensed, used or held for use in the operation
of the business of the Company or any of its Subsidiaries (including the provision of products and services to partners, customers and
end users of Company Platforms).
“Confidentiality Agreement”
means the confidentiality agreement dated July 17, 2025 between the Company and the Purchaser.
“Consideration” has
the meaning ascribed thereto in the Plan of Arrangement.
“Constating Documents”
means, with respect to a Person, the organizational or constitutional documents of such Person, including articles, articles of incorporation,
amalgamation, arrangement or continuation, notices of articles, certificate of incorporation, articles and memorandum of association,
by-laws and any and all other constating documents (including certificates, notices, partnership agreements and shareholders declarations
or agreements) of the specified Person, in each case as applicable, and all amendments thereto or restatements thereof.
“Contract” means any
written or oral agreement, commitment, engagement, contract, licence, lease, obligation, note, bond, mortgage, indenture, undertaking
or joint venture, to which the Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries is bound
or to which the Company or any of its Subsidiaries’ respective properties or assets is subject, in each case, together with any
amendment, modification or supplement thereto.
“Court” means the Supreme
Court of British Columbia.
“D&O Support and Voting Agreement”
means each support and voting agreement entered into between the Purchaser and a Director or executive officer of the Company, substantially
in the form of Schedule E hereto.
“Data Breach” means
any (a) loss, theft of, or unauthorized or unlawful access to Personal Information or confidential Company Data related to the business
of the Company or any of its Subsidiaries on information technology systems operated by Company or any of its Subsidiaries, including
the Business Systems; (b) event that requires a data breach notice to any Person or Governmental Entity under Data Security Requirements
or any Contract to which the Company or any of its Subsidiaries is a party; or (c) other act or omission that compromises the security,
integrity, or confidentiality of Company Data.
“Data Room” means the
material contained in the virtual data room established by the Company and accessible to the Purchaser as at 8:00 a.m. (ET) on September 1, 2025.
“Data Security Requirements”
means (a) Laws with which the Company or any of its Subsidiaries is required to comply relating to privacy, the Processing of Personal
Information, the security of Personal Information (including Privacy Laws), data breach disclosure and notification; (b) the terms of
all Contracts between the Company or any of its Subsidiaries and any Person that are applicable to the Processing of Personal Information;
(c) formalized internal information security policies; (d) Privacy Policies; and (e) applicable published industry rules of any applicable
self-regulatory organizations in which the Company or any of its Subsidiaries is a member.
“Depositary”
means such Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the
Purchaser, acting reasonably.
“Directors” means the
directors of the Company.
“Disclosed Personal Information”
has the meaning ascribed thereto in Section 4.6(5).
“Dissent Rights” means
the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.
“▇▇▇▇▇” means the Electronic
Data Gathering, Analysis, and Retrieval system maintained by the SEC.
“Effective Date” means
the date on which the Closing occurs.
“Effective Time” has
the meaning ascribed thereto in the Plan of Arrangement.
“Electronic Address”
means “electronic address” as defined in Anti-Spam Laws.
“Employee Plans” means
any plan, program, policy, agreement or arrangement providing any employee benefit, health, welfare, medical, dental, life insurance,
health, wellness, personal or similar spending account or allowance, supplemental unemployment benefit, fringe benefit, bonus, commission,
profit sharing, savings, insurance, incentive, incentive compensation, deferred compensation, death benefit, termination, retention, change
in control, severance, security purchase, security compensation, security option, security appreciation, phantom security, dividend, loan,
disability, capital accumulation, pension, supplemental pension, retirement, supplemental retirement, group or individual savings, and
other similar benefit plans, programs, practices, policies, trusts, funds, agreements or arrangements.
“Environmental Laws”
means all Laws and Contracts with Governmental Entities and all other statutory requirements relating to public health and safety, noise
control, pollution, reclamation or the protection of the environment or to the generation, production, use, storage, treatment, transportation,
Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment,
and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.
“ERISA” means the United
States Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means
an entity that is treated as a single employer with the Company or any Subsidiary within the meaning of Section 414(b), (c), (m) or (o)
of the United States Internal Revenue Code.
“ESPP” means the amended
and restated 2021 employee share purchase plan of the Company effective as of February 2, 2021.
“ESPP Participants”
means all Company Employees or former Company Employees participating in the ESPP.
“ESPP Shares” means
all Shares held pursuant to the ESPP for ESPP Participants.
“Exchange Act” means
the United States Securities Exchange Act of 1934.
“Exchanges” means the
TSX and the New York Stock Exchange.
“Existing Credit Documents”
means that certain Third Amended and Restated Credit Agreement dated December 20, 2022 among, inter alios, the Company, as Canadian
borrower, TELUS International Holding (U.S.A.) Corp., a Delaware corporation, as U.S. borrower, The Bank of Nova Scotia, as administrative
agent, and the financial institutions and other persons from time to time party thereto, as lenders, as amended, together with all “Loan
Documents” as defined therein and related thereto.
“Expense Reimbursement Amount”
has the meaning ascribed thereto in Section 8.2(2).
“Fairness
Opinions” means, collectively, (i) the opinion of BMO ▇▇▇▇▇▇▇ Burns Inc. (“BMO Capital Markets”) to the
effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and
other matters set forth therein, the Consideration to be received by the holders of Shares pursuant to the Arrangement Agreement was
fair, from a financial point of view, to such holders (other than the Purchaser and its affiliates), and (ii) the opinion of BofA
Securities, Inc. to the effect that, as of the date of such opinion and based upon and subject to the various assumptions,
limitations, qualifications and other matters set forth therein, the Consideration to be received by the Shareholders was fair,
from a financial point of view, to such holders (other than the Purchaser and its affiliates).
“FDI Regulatory Approval”
means the Regulatory Approvals required under applicable Foreign Investment Laws and listed in Schedule G.
“Final Order” means
the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement,
as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time
prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that
any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.
“Financial Advisors”
means, collectively, BMO Capital Markets and BofA Securities, Inc.
“Financing” has the
meaning ascribed thereto in Section 4.7(1).
“Foreign Investment Laws”
means foreign direct investment or other similar Laws designed to prohibit, restrict, regulate or screen foreign direct investments into
any jurisdiction other than the Investment Canada Act (Canada).
“Formal
Valuation” means the formal valuation of the Shares prepared by BMO Capital Markets under the supervision of the Special
Committee in accordance with the requirements of MI 61-101 for a formal valuation in respect of the transactions contemplated herein
and in the Plan of Arrangement.
“Generative AI Tools”
means AI Technology capable of generating autonomously or semi-autonomously various types of outputs (including text, images, video, audio,
or computer code) based on user-supplied prompts.
“Government Official”
has the meaning ascribed thereto in Paragraph 32(a) of Schedule C.
“Governmental Entity”
means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government,
governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry,
governor in council, cabinet, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the above, (c)
any quasi-governmental or private body, including any agency or self-regulatory organization, exercising any regulatory, supervisory,
expropriation or taxing authority under or for the account of any of the foregoing or (d) the Exchanges.
“Hazardous Substances”
means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that
is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic
or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically including petroleum and all derivatives
thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials or any substance which is deemed under Environmental
Laws to be deleterious to natural resources or public health and safety.
“IFRS” means generally
accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its
financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.
“Incentive Securities”
means, collectively, the Options, the RSUs and the PSUs.
“Intellectual Property”
means all intellectual property rights, in any jurisdiction throughout the world, whether or not registrable, including any of the following:
(a) patents, applications for patents and reissues, divisionals, continuations, renewals, reexaminations, 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, models, formulas, algorithms,
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) integrated circuit, topographies, integrated
circuit topography registrations and applications, mask works, mask work registrations and applications, (e) designs, design registrations,
design registration applications, industrial designs, industrial design registrations and industrial design applications, (f) trade names,
business names, corporate names, domain names, social media accounts and user names, social media identifiers and identities, website
names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and
the goodwill associated with any of the foregoing, (g) all intellectual property rights in and to Company Software and technology,
and (h) any other intellectual property and industrial property rights throughout the world, however denominated, together with all licenses
of and to any of the foregoing.
“Interim Order” means
the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other
things, the calling and holding of the Company Meeting, as such order may be amended, modified or varied by the Court with the consent
of the Company and the Purchaser, each acting reasonably.
“Investment Canada Act”
means the Investment Canada Act (Canada).
“IP Licenses” has the
meaning ascribed thereto in Paragraph 23(a) of Schedule C.
“Law” means, with respect
to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation,
order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or
applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities,
and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended
unless expressly specified otherwise.
“Licensed Intellectual Property”
means all Intellectual Property (a) which is not Owned Intellectual Property, and (b) in which the Company or one of its Subsidiaries
has a right, interest, benefit, licence or permission to access, use, practice or otherwise enjoy or exploit pursuant to a Contract.
“Lien” means any mortgage,
charge, pledge, encumbrance, hypothec, lien, security interest, prior claim, encroachment, option, right of first refusal or first offer,
occupancy right, defect of title, restriction or adverse right, claim, option or lien (statutory or otherwise), in each case, whether
contingent or absolute.
“Locked-Up Shareholders”
means (a) each Director and executive officer of the Company and (b) the Supporting Shareholder.
“Matching Period” has
the meaning ascribed thereto in Section 5.4(1)(e).
“Material Adverse Effect”
means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such change,
event, occurrence, effect, state of facts or circumstance is or would reasonably be expected to be material and adverse to the business,
operations, financial condition, results of operations, assets, capital or liabilities (contingent or otherwise) of the Company and its
Subsidiaries, taken as a whole, but excluding any change, event, occurrence, effect, state of facts or circumstance resulting from or
arising in connection with:
| (a) | any change, development or condition generally affecting the industries, businesses or segments thereof,
in which the Company and its Subsidiaries operate; |
| (b) | any change, development or condition in or relating to general political conditions or in general economic,
business, credit, currency, interest rates, rates of inflation, tariffs, regulatory, political or market conditions or in national or
global financial or capital markets; |
| (c) | any change, development or condition resulting from any act of sabotage or terrorism or any outbreak of
hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage or terrorism, hostilities or war; |
| (d) | any change in Law or IFRS or in any interpretation, application or non-application thereof by any Governmental
Entity; |
| (e) | any earthquake or other natural disaster; |
| (f) | any pandemic or outbreak of illness or other health crisis or public health event, or the worsening of
any of the foregoing; |
| (g) | any information disclosed (i) in the Company Disclosure Letter or (ii) in the Company Filings prior to
the date of this Agreement (other than any disclosure contained under the headings “Risk Factors” or “Forward-Looking
Statements” and any other similar disclosures contained in such documents that are predictive, cautionary or forward-looking in
nature); |
| (h) | any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is required
to be taken (or omitted to be taken) pursuant to this Agreement (other than pursuant to Section 4.1(1)) or that is taken (or omitted to
be taken) with the prior written consent of the Purchaser; |
| (i) | the failure of the Company to meet any internal, published or public projections, forecasts, guidance
or estimates, including revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into
account in determining whether a Material Adverse Effect has occurred); |
| (j) | the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement
including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of
its Subsidiaries with any of its current or prospective employees, lenders, shareholders, suppliers or other business partners, provided
that this clause (j) shall not apply to any representation or warranty contained in this Agreement the purpose of which is to address
the consequences resulting from the execution, announcement, pendency or performance of this Agreement; |
| (k) | any action taken (or omitted to be taken) by the Purchaser or any of its Subsidiaries (other than
the Company and its Subsidiaries); |
| (l) | any change in the market price or trading volume of any securities of the Company (it being understood
that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse
Effect has occurred); |
provided, however, that with respect to
clauses (a) through to and including (f) above, if such matter has a materially disproportionate effect on the Company and its Subsidiaries,
taken as a whole, relative to other companies and entities operating in the industries and businesses in which the Company and its Subsidiaries
operate, such matter may be taken into account in determining whether a Material Adverse Effect has occurred; and references in certain
Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining
whether a “Material Adverse Effect” has occurred.
“Material Contract”
means the following Contracts, other than Contracts with the Purchaser or its affiliates:
| (a) | that is a shareholder agreement, partnership agreement, limited liability company agreement, joint venture
agreement, strategic alliance or similar agreement or arrangement, development, co-development, or similar agreement; |
| (b) | (i) relating to the Existing Credit Documents; (ii) under which indebtedness in excess of $5,000,000 of
the Company or any of its Subsidiaries is or may become outstanding or (iii) relating to the guarantee of any liabilities or obligations
of a Person other than the Company or any of its Subsidiaries, in each case other than any such Contract between two or more wholly-owned
Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries; |
| (c) | under which the Company or any of its Subsidiaries has received payments in excess of $5,000,000 for the
fiscal year ended December 31, 2024 or expects to receive in excess of $5,000,000 in any twelve (12) – month period or over the
life of the Contract; |
| (d) | under which the Company or any of its Subsidiaries has made payments in excess of $5,000,000 for the fiscal
year ended December 31, 2024 or is obligated to make payments, any capital investment or capital expenditure in excess of $5,000,000 in
any twelve (12) – month period or over the life of the Contract; |
| (e) | providing for the purchase, sale or exchange of, option or right of first refusal to purchase, sell or
exchange, any property, business or asset where the purchase or sale price or agreed value or fair market value of such property, business
or asset exceeds $5,000,000; |
| (f) | that (i) limits or restricts in any material respect (x) the ability of the Company or any Subsidiary
to compete or engage in any line of business or carry on business in any geographic area, (y) the ability of the Company or any of its
Subsidiaries to solicit any Person as a customer or employee, or (z) the scope of Persons to whom the Company or any of its Subsidiaries
may sell products or deliver services, or (ii) creates an exclusive dealing arrangement or “most favoured nation” obligation,
or grants a third party a right of first offer or refusal in respect of material assets of the Company or any of its Subsidiaries; |
| (g) | involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward
contracts and option agreements) for which the aggregate exposure of (or aggregate value to) the Company and its Subsidiaries is reasonably
expected to be in excess of $5,000,000 or with a notional value in excess of $5,000,000; |
| (h) | to put source code for any Company Platform or Company Software in escrow with a third party, and any
other Contract to provide source code for any Company Platform or Company Software to any third party other than a Company Employee, contractor,
agent or representative of the Company or its whole-owned Subsidiaries in the Ordinary Course; |
| (i) | pursuant to which the Company or any of its Subsidiaries grants or receives a license with respect to
any material Intellectual Property (other than (i) non-exclusive licenses of commercially-available Software with total
annual license, maintenance, support and other fees not in excess of $2,500,000 in the aggregate per vendor and (ii) non-exclusive licenses
to Company Intellectual Property granted to customers in the ordinary course of business); |
| (j) | that involves a (i) revenue or profit sharing or similar agreement under which the Company or any
of its Subsidiaries has outstanding commitments or (ii) “minimum purchase” requirement, in each case of clauses (i) and
(ii) with outstanding commitments in an amount in excess of $5,000,000, in any calendar year; |
| (k) | that is a Collective Agreement; |
| (l) | providing for any termination, retention, severance, or any payments that would be triggered by the Arrangement; |
| (m) | that is otherwise material to the Company and its Subsidiaries, taken as a whole; |
| (n) | that is listed in Section 1.1(a) of the Company Disclosure Letter; |
| (o) | which has been or would be required by Securities Laws to be filed by the Company with the Securities
Authorities; or |
| (p) | that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a
Material Adverse Effect. |
“MI 61-101” means Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
“Misrepresentation”
means (i) a misrepresentation for the purposes of applicable Canadian Securities Laws, and (ii) for the purposes of applicable U.S.
Securities Laws, any untrue statement of a material fact or an omission to state a material fact that is required to be stated in a report
or that is necessary to make a statement in a report not misleading in light of the circumstances in which they are made.
“Money Laundering Laws”
has the meaning ascribed thereto in Paragraph 34 of Schedule C.
“Multiple Voting Shares”
means the multiple voting shares in the capital of the Company.
“NI 52-109” means National
Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.
“officer” has the meaning
ascribed thereto in Securities Laws.
“OHSA” has the meaning
ascribed thereto in Paragraph 27(d) of Schedule C.
“Options” means all
the outstanding options to purchase Subordinate Voting Shares pursuant to the 2021 Omnibus Long-Term Incentive Plan.
“Ordinary Course” means,
with respect to an action taken by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company
and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries.
“Outside Date” means
January 2, 2026 or such later date as may be agreed to in writing by the
Parties, provided that if the FDI Regulatory Approval has not been obtained by January 2, 2026, any Party may elect, by notice in writing delivered in writing to the other Party prior to such date, or in the case of the subsequent
extension, prior to such date as initially extended, to extend the Outside Date (i) for an initial extension period of up to a maximum
of 30 days, and (ii) following the initial extension period, for a second extension period of up to a maximum of 30 days.
“Owned Company Software”
has the meaning ascribed thereto in Paragraph 23(c) of Schedule C.
“Owned Intellectual Property”
has the meaning ascribed thereto in Paragraph 23(a) of Schedule C.
“Owned Registered Intellectual
Property” has the meaning ascribed thereto in Paragraph 23(a) of Schedule C.
“Parties” means, collectively,
the Company and the Purchaser and “Party” means either one of them.
“Permitted Liens” means,
as of any particular time and in respect of any Person, each of the following Liens:
| (a) | Liens for Taxes which are not due or delinquent or the validity of which is being diligently contested
in good faith (provided that proceeding with such contest would not reasonably be expected to have a Material Adverse Effect), and have
been adequately reserved on the Company’s financial statements in accordance with IFRS; |
| (b) | inchoate or statutory Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen,
repairmen and similar Liens granted or which arise in the Ordinary Course in respect of the construction, maintenance, repair or operation
of assets or properties, provided that such Liens are related to obligations not due or delinquent, are not registered against title to
any property (real or personal) and in respect of which adequate holdbacks are being maintained as required by applicable Law; |
| (c) | Liens that arise or are incurred in the Ordinary Course and are not, individually or in the aggregate, material to the Company
and its Subsidiaries, taken as a whole; |
| (d) | the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms
of any lease, license, franchise, grant, Authorization or permit of the Company or any of its Subsidiaries, to terminate any such lease,
license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance, provided
that such Lien is not incurred in connection with any indebtedness, and/or is not due and delinquent; |
| (e) | any security given to a public or private utility or other service provider or any other Governmental
Entity when required by such utility or other Governmental Entity in connection with the operations of such person in the ordinary course
of its business, but only to the extent relating to costs and expenses for which payment is not due; |
| (f) | municipal by-laws, regulations, ordinances, zoning law, building or land use restrictions and other limitations
imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use,
marketability or development of real property; |
| (g) | the reservations, exceptions, limitations, provisos and conditions, if any, expressed in any grants from
any Governmental Entity of any owned, leased or licenced Company Leased Property; |
| (h) | such other immaterial imperfections or immaterial irregularities of title or Lien that, each case, do
not materially adversely affect the use of the Company Leased Properties or assets subject thereto or otherwise materially adversely impair
business operations of such properties; |
| (i) | Liens granted under, or permitted by, the Existing Credit Documents; and |
| (j) | Liens listed in Section 1.1(b) of the Company Disclosure Letter. |
“Person” includes any
individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative,
government (including a 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, including information that identifies,
or could be combined with other information to identify a natural person. “Personal Information” includes information
in any form, including paper, electronic and other forms.
“Plan of Arrangement”
means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made
in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior
written consent of the Company and the Purchaser, each acting reasonably.
“Privacy Commitments”
has the meaning ascribed thereto in Paragraph 24(b) of Schedule C.
“Privacy Laws” means
all Laws relating to the Processing of Personal Information and Anti-Spam Laws.
“Privacy Policy” means
any external or internal written policy (including any website and application policy) relating to the Processing of Personal Information
by the Company or any of its Subsidiaries, including any policy relating to the privacy of Personal Information of any current, former
or prospective customers, suppliers, Company Employees, consultants, agents independent contractors, temporary workers or any user of
any website or service operated by or on behalf of the Company or any of its Subsidiaries.
“Process,” “Processed,”
or “Processing” means any operation or set of operations that is performed upon data, including Personal Information,
whether or not by automatic means, such as collection, recording, organization, structuring, transfer, storage, safeguarding, adaptation
or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination,
restriction, erasure or destruction, or instruction, training or other learning relating to such data or combination of data, including
Personal Information.
“PSUs” means the performance
share units of the Company granted under the 2021 Omnibus Long-Term Incentive Plan.
“Publicly Available Software”
means (a) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as “free
software” or “open source software” (e.g. Linux), or pursuant to “open source,” “copyleft” or
similar licensing and distribution models; and (b) any Software that requires as a condition of use, modification, and/or distribution
of such Software that such Software or other Software incorporated into, derived from, or distributed with such Software (i) be disclosed
or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no or
minimal charge. Publicly Available Software includes Software licensed or distributed pursuant to any of the following licenses or distribution
models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g.
PERL), (c) the Mozilla Public License, (d) BSD licenses, (e) the Netscape Public License, (f) the Sun Community Source License (SCSL),
the Sun Industry Source License (SISL), and (g) the Apache Software License.
“Purchaser” has the
meaning ascribed thereto in the preamble hereto.
“Purchaser Employee Plans”
means any Employee Plan that is sponsored or maintained by the Purchaser which provides for or permits the participation of (i) Company
Employees, (ii) former employees of the Company or any of its Subsidiaries, (iii) current or former officers, directors, consultants,
agents, service providers or independent contractors of the Company or any of its Subsidiaries, or (iv) any spouses, dependents, survivors
or beneficiaries of such Persons described in the foregoing (i), (ii) or (iii).
“Purchaser Filings”
means all documents publicly filed under the profile of the Purchaser on SEDAR+ and/or ▇▇▇▇▇, as the case may be, on or after January
1, 2025.
“Purchaser Information”
has the meaning ascribed thereto in Section 2.4(5).
“Purchaser Material Adverse Effect”
means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such change,
event, occurrence, effect, state of facts or circumstance is or would reasonably be expected to be material and adverse to the business,
operations, financial condition, results of operations, assets, capital or liabilities (contingent or otherwise) of the Purchaser and
its Subsidiaries, taken as a whole, but excluding any change, event, occurrence, effect, state of facts or circumstance resulting from
or arising in connection with:
| (a) | any change, development or condition generally affecting the industries, businesses or segments thereof,
in which the Purchaser and its Subsidiaries operate; |
| (b) | any change, development or condition in or relating to general political conditions or in general economic,
business, credit, currency, interest rates, rates of inflation, tariffs, regulatory, political or market conditions or in national or
global financial or capital markets; |
| (c) | any change, development or condition resulting from any act of sabotage or terrorism or any outbreak of
hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war; |
| (d) | any change in Law or IFRS or in any interpretation, application or non-application thereof by any Governmental
Entity; |
| (e) | any earthquake or other natural disaster; |
| (f) | any pandemic or outbreak of illness or other health crisis or public health event, or the worsening of
any of the foregoing; |
| (g) | any information disclosed in the Purchaser Filings prior to the date of this Agreement (other than any
disclosure contained under the headings “Risk Factors” or “Forward-Looking Statements” and any other similar disclosures
contained in such documents that are predictive, cautionary or forward-looking in nature); |
| (h) | any action taken (or omitted to be taken) by the Purchaser which is required to be taken (or omitted to
be taken) pursuant to this Agreement or that is taken (or omitted to be taken) with the prior written consent of the Company; |
| (i) | the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance
or estimates, including revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into
account in determining whether a Purchaser Material Adverse Effect has occurred); |
| (j) | the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement
including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Purchaser or any
of its Subsidiaries with any of its current or prospective employees, lenders, shareholders, suppliers or other business partners, provided
that this clause (i) shall not apply to any representation or warranty contained in this Agreement the purpose of which is to address
the consequences resulting from the execution, announcement, pendency or performance of this Agreement; or |
| (k) | any change in the market price or trading volume of any securities of the Purchaser (it being understood
that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser
Material Adverse Effect has occurred); |
provided, however, that with respect
to clauses (a) through to and including (f) above if, such matter has a materially disproportionate effect on the Purchaser and its Subsidiaries,
taken as a whole, relative to other companies and entities operating in the industries and businesses in which the Purchaser and its
Subsidiaries operate, such matter may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred;
and references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative
for purposes of determining whether a “Purchaser Material Adverse Effect” has occurred.
“Purchaser Shares”
means, collectively, the common shares in the capital of the Purchaser.
“Regulatory Approvals”
means any Authorization, consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with,
any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case
in connection with the Arrangement, including the FDI Regulatory Approval.
“Regurgitation” means
a phenomenon in which AI Technology generates or produces a near or exact replica of a copyrightable work or any portion thereof within
the outputs of such AI Technology in response to input prompts.
“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, migration, 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, including in sewer
systems.
“Replacement Options”
has the meaning ascribed thereto in the Plan of Arrangement.
“Representatives” has
the meaning ascribed thereto in Section 5.1.
“Required Shareholder Approval”
has the meaning ascribed thereto in Section 2.2(b).
“RSUs” means the restricted
share units of the Company granted under the 2021 Omnibus Long-Term Incentive Plan.
“Rule 13e-3” means
Rule 13e-3 under the Exchange Act.
“Sanctions” has the
meaning ascribed thereto in Paragraph 33 of Schedule C.
“Schedule 13E-3” has
the meaning ascribed thereto in Section 2.4(2).
“Scraped Dataset” means
data that was collected or generated using web scraping, web crawling or web harvesting Software or any other Software, service, tool
or technology that gathers data from publicly available sources.
“SEC” means the United
States Securities and Exchange Commission.
“Securities Authority”
means the Canadian Securities Authorities, the SEC and the Exchanges.
“Securities Laws” means
the Securities Act (British Columbia), the U.S. Securities Act, the Exchange Act, applicable U.S. state securities laws and any
other applicable Canadian provincial and territorial securities Laws, together with the rules and regulations and published policies thereunder
and the rules and published policies of the Exchanges.
“SEDAR+” means the
System for Electronic Document Analysis and Retrieval +.
“Self-Help Code” means
any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage
of time or under the positive control of a Person other than the user of the program.
“Share Consideration”
has the meaning ascribed thereto in the Plan of Arrangement.
“Shareholder Support and
Voting Agreement” means the support and voting agreement entered into between the Purchaser and the Supporting
Shareholder, substantially in the form of Schedule F.
“Shareholders” means
the registered and/or beneficial holders of the Shares, as the context requires.
“Shares” means the
Multiple Voting Shares and the Subordinate Voting Shares and includes, for greater certainty, any Shares issued upon the settlement of
Incentive Securities.
“Software” means software,
firmware, middleware, and computer programs, including any and all software implementations of algorithms, models and methodologies (whether
in source code, object code, executable or binary code), including any software as a service or other cloud-based system in use, and all
proprietary rights, documentation and other materials related to such computer software or program.
“Special Committee”
means the Special Committee of the Board consisting of independent members of the Board formed in connection with the Arrangement and
the other transactions contemplated by this Agreement.
“Special Committee Recommendation”
has the meaning ascribed thereto in Section 2.4(3).
“Stock Exchange Approval”
means the conditional approval of each of the TSX and the New York Stock Exchange for the listing and posting for trading on the TSX and
the New York Stock Exchange respectively of the Purchaser Shares to be issued pursuant to the Arrangement, subject only to the Purchaser
providing the TSX and the New York Stock Exchange such required documentation and confirmations as is customary in the circumstances.
“Subordinate Voting Shares”
means the subordinate voting shares in the capital of the Company.
“Subsidiary” has the
meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions, provided that, for purposes of this Agreement,
unless expressly stated otherwise, a reference to Subsidiary of the Purchaser excludes the Company and its Subsidiaries.
“Superior
Proposal” means any bona fide written Acquisition Proposal made after the date of this Agreement from a Person or
group of Persons to acquire not less than all of the outstanding Shares (other than the Shares beneficially owned by such Person or
Persons) or all or substantially all of the assets of the Company on a consolidated basis (i) that complies with Securities Laws and
did not result from or involve a breach of Article 5; (ii) that is reasonably capable of being completed without undue delay,
taking into account all financial, legal (including the likelihood of satisfying shareholder approval, tender or support
requirements necessary to complete such Acquisition Proposal), regulatory and other aspects of such Acquisition Proposal and the
identity of the Person or group of Persons making such Acquisition Proposal and their respective affiliates; (iii) that is not
subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board, acting in
good faith after receiving the advice of its outside legal and financial advisors and on the recommendation of the Special
Committee, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (iv) that is not subject to a due diligence or access condition; and (v) in respect of which
the Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, the
recommendation of the Special Committee and after taking into account all the terms and conditions of the Acquisition Proposal and
other factors deemed relevant by the Board (including the identity of the Person or group of Persons making such Acquisition
Proposal and their respective affiliates), would, if consummated in accordance with its terms (but without assuming away any risk of
noncompletion), result in a transaction which is more favourable, from a financial point of view, to Shareholders (other than the
Purchaser and its affiliates) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed
by the Purchaser pursuant to Section 5.4(3)).
“Superior Proposal Notice”
has the meaning ascribed thereto in Section 5.4(1)(c).
“Support and Voting Agreements”
means the D&O Support and Voting Agreements and the Shareholder Support and Voting Agreement.
“Supporting Shareholder”
means ▇▇▇▇ B.V.
“Surviving PSU”
has the meaning ascribed thereto in the Plan of Arrangement.
“Surviving RSU”
has the meaning ascribed thereto in Plan of Arrangement.
“Tax” or “Taxes”
means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, escheat 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, use, value-added,
excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’
compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or
export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums
or contributions; (ii) 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 (i) above or this clause (ii); and (iii) any liability for the payment of
any amounts of the type described in clauses (i) or (ii) above as a result of any obligation to indemnify any other Person or as a result
of being a “transferee” (within the meaning of section 160 of the Tax Act or any other Laws) of another taxpayer or entity
or a member of a related, successor, non-arm’s length, affiliated or combined group.
“Tax Act” means the
Income Tax Act (Canada).
“Tax Returns” means
any and all returns, reports, declarations, elections, notices, forms, designations, filings, statements, applications (including any
documents filed under section 125.7 of the Tax Act) and other documents (whether in tangible, electronic or other form) and including
any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared
or filed by Law in respect of Taxes.
“Terminating Party”
has the meaning ascribed thereto in Section 4.12(3).
“Termination Notice”
has the meaning ascribed thereto in Section 4.12(3).
“Third Party Beneficiaries”
has the meaning ascribed thereto in Section 8.7(1).
“Transaction Litigation”
means any proceeding asserted or commenced by, on behalf of or in the name of, a third party against or otherwise involving either (i)
the Company, the Board, the Special Committee and/or any of the Company’s directors or officers, or (ii) the Purchaser, the Purchaser’s
board of directors and/or any of the Purchaser’s directors or officers, in each case, relating directly or indirectly to the Arrangement,
this Agreement or any of the other transactions contemplated hereby (including any such proceeding based on allegations that the Company’s
entry into this Agreement or the terms and conditions of the Arrangement, this Agreement or any of the other transactions contemplated
hereby constituted a breach of the fiduciary duties of any member of the Board or any officer of the Company).
“Treasury Regulations”
means the Treasury Regulations promulgated under the Code.
“TSX” means the Toronto
Stock Exchange.
“Unauthorized Code”
means any virus, trojan horse, worm, timebomb, back door, advanced persistent threat, spyware, malware, adware or other software routines
or hardware components designed to or capable of disabling, erasing, distorting, otherwise harming, permitting unauthorized access to,
disrupting access to or compromising the privacy or data security of software, hardware, or data or otherwise impeding in any manner the
legitimate operation of the Business Systems.
“U.S. Investment Company Act”
means the United States Investment Company Act of 1940.
“U.S. Securities Act”
means the United States Securities Act of 1933.
“U.S. Securities Laws”
means the U.S. Securities Act, the Exchange Act and applicable U.S. state securities laws, together with the rules and regulations thereunder.
“wilful breach” means
a material breach of this Agreement that is a consequence of any act or omission by the breaching Party with the actual knowledge that
the taking of such act or failure to act, as applicable, would, or would be reasonably expected to, cause a material breach of this Agreement.
| 1.2 | Certain Rules of Interpretation |
In this Agreement, unless otherwise specified:
| (a) | Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles
and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this
Agreement. |
| (b) | Currency. All references to dollars or to $ are references to U.S. dollars, unless specified otherwise. |
| (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, etc. The words (i) “including”, “includes” and “include”
mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”,
“the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,”
and (iii) unless stated otherwise, “Article”, “Section”, “Schedule” and “Paragraph” followed
by a number or letter mean and refer to the specified Article, Section or Paragraph of, or Schedule to, this Agreement. The term “Agreement”
and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement
or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated
and includes all schedules to it. The term “made available” means copies of the subject materials were included in the Data
Room. |
| (e) | Capitalized Terms. All capitalized terms used in any Schedule or in the Company 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 the Company, it is deemed to refer to the actual knowledge of the Acting Chief Executive Officer, Chief Operating Officer and President,
Customer Experience; the Chief Financial Officer; the Chief Legal Officer and Corporate Secretary; the Chief Product and Marketing Officer;
the Chief Growth Officer; the Chief Information Officer; the President of Digital Solutions; and the Chief Human Resources Officer, in
each case, of the Company, in their respective capacity as officers of the Company and not in their personal
capacity after reasonable inquiry. Where any representation or warranty is expressly qualified by reference to knowledge of the
Purchaser, it is deemed to refer to the actual knowledge of the President and Chief Executive Officer, Executive Vice President and Chief
Financial Officer, the Executive Vice President and Chief Legal and Governance Officer and Senior Vice President and Treasurer, in each
case, of the Purchaser, in their respective capacity as officers of the Purchaser and not in their personal
capacity, after reasonable inquiry. |
| (g) | Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations
of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS. |
| (h) | Statutes. Any reference to a statute refers to such statute and all rules, resolutions 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. |
| (i) | Computation of Time. A period of time is to be computed as beginning on the day following the event
that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30
p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted
to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next
succeeding day which is a Business Day. |
| (j) | Time References. References to time are to local time, Toronto, Ontario. |
| (k) | Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary
of the Company, each such provision shall be construed as a covenant by the Company to cause (to the fullest extent to which it is legally
capable) such Subsidiary to perform the required action. |
| (l) | Consent. If any provision requires approval or consent of a Party and such approval or consent
is not delivered within the specified time limit (if any), the Party whose consent or approval is required shall be conclusively deemed
to have withheld its approval or consent. |
| (m) | Schedules. The schedules attached to this Agreement and the Company Disclosure Letter form an integral
part of this Agreement for all purposes of it. |
Article 2
The Arrangement
The Parties agree that the Arrangement
will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
As soon as reasonably practicable after
the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3,
the Company shall apply for, in a manner reasonably acceptable to the Purchaser pursuant to Part 9, Division 5 of the BCBCA and, in cooperation
with the Purchaser, prepare, file and diligently pursue, an application for the Interim Order, which must provide, among other things:
| (a) | for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company
Meeting and for the manner in which such notice is to be provided; |
| (b) | that the required level of approval (the “Required Shareholder Approval”) for the Arrangement
Resolution shall be (i) at least 66 2/3% of the votes cast on the Arrangement Resolution by the holders of Multiple Voting Shares
and Subordinate Voting Shares present in person or represented by proxy at the Company Meeting, voting together as a single class; and
(ii) if and to the extent required, not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Subordinate
Voting Shares present in person or represented by proxy at the Company Meeting (excluding for the purposes of this clause (ii), votes
attached to Subordinate Voting Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101); |
| (c) | that, in all other respects, the terms, restrictions and conditions of the Company’s Constating
Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; |
| (d) | for the grant of Dissent Rights to those Shareholders who are registered Shareholders as contemplated
in the Plan of Arrangement; |
| (e) | for the notice requirements with respect to the presentation of the application to the Court for the Final
Order; |
| (f) | that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance
with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court and without
the necessity of first convening the Company Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or
postponement(s) shall be given by such method as the Parties may agree is appropriate in the circumstance; |
| (g) | confirmation of the record date for the Shareholders entitled to receive notice of and to vote at the
Company Meeting and that the record date will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the
Company Meeting, unless required by Law or the Court; |
| (h) | that the deadline for the submission of proxies by Shareholders for the Company Meeting shall be 48 hours
(excluding days which are Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the time of the Company Meeting,
subject to waiver by the Company in accordance with the terms of this Agreement; |
| (i) | that it is the intention of the Purchaser
to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of
the Purchaser Shares, Replacement Options, Surviving PSUs and Surviving RSUs pursuant to the Arrangement, based on the Court’s
approval of the Arrangement; and |
| (j) | for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the
prior consent of the Company or Purchaser, as applicable, in each case, such consent not to be unreasonably withheld, conditioned or delayed. |
The Company shall:
| (a) | convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating
Documents and Law as soon as reasonably practicable and in any event on or before October 31, 2025 (and, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws), for
the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed
to by the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, and not adjourn, postpone or cancel (or propose
the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser except: (i) as
required or permitted under Section 4.12(3) or 5.4(6); (ii) as required for quorum purposes (in which case, the Company Meeting shall
be adjourned and not postponed or cancelled); or (iii) as required by Law or by a Governmental Entity; |
| (b) | solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted
by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this
Agreement, including, at the Company’s discretion or if so requested by the Purchaser, using proxy solicitation services firms selected
in consultation with the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution
submitted by any Person that is inconsistent with the Arrangement Resolution and consult with the Purchaser and keep the Purchaser reasonably
apprised, with respect to such solicitation and other actions; |
| (c) | permit the Purchaser to, at the Purchaser’s expense, directly or through a proxy solicitation services
firm of its choice, actively solicit proxies in favour of the Arrangement and against any resolution submitted by any Person that is inconsistent
with the Arrangement Resolution in compliance with Law and the Company shall disclose in the Company Circular that the Purchaser may make
such solicitations; |
| (d) | provide the Purchaser with copies of, or access to, information regarding the Company Meeting generated
by the Company’s registrar and transfer agent or any dealer or proxy solicitation services firm retained by the Company, as requested
from time to time by the Purchaser and instruct the Company’s registrar and transfer agent and any dealer or proxy solicitation
services firm retained by the Company to report to the Purchaser and its Representatives and legal counsel with their reports to the Company
and permit the Purchaser to participate in all material calls and meetings with any such dealer or proxy solicitation services firm; |
| (e) | consult with the Purchaser in fixing the date of the Company Meeting and the record date for the Company
Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s Representatives and legal counsel to attend
the Company Meeting; |
| (f) | advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis
on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received
by the Company in respect of the Arrangement Resolution (for greater certainty, specifying votes “for” and votes “against”
the Arrangement Resolution); |
| (g) | promptly (and in any event within 24 hours of receipt) advise the Purchaser of any communication (written
or oral) from, or any claims brought by (or threatened to be brought by), any Person in opposition to the Arrangement and any purported
exercise or withdrawal of Dissent Rights by Shareholders; and cooperate and provide the Purchaser with (i) a reasonable opportunity to
review and comment upon in advance any written communications to be sent by or on behalf of the Company to any such Person, (ii) a copy
of any such written communication and (iii) a reasonable opportunity to participate in any discussions, negotiations or proceedings with
or including any such Persons; |
| (h) | not waive the deadline for the submission of proxies by Shareholders for the Company Meeting without the
prior written consent of the Purchaser; |
| (i) | not waive any failure by any Shareholder to timely deliver a notice of exercise of Dissent Rights, not
settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise
or purported exercise of Dissent Rights without the prior written consent of the Purchaser (which may be granted or withheld in the Purchaser’s
sole and absolute discretion); |
| (j) | not change the record date for the Shareholders entitled to vote at the Company Meeting in connection
with any adjournment or postponement of the Company Meeting unless required by Law or the Court; and |
| (k) | at the request of the Purchaser, adjourn or postpone the Company Meeting one time to a date specified
by the Purchaser for a maximum of 30 calendar days after the date of then scheduled Company Meeting and in any event to a date which would
not prevent the Effective Date from occurring on or prior to the Outside Date. |
| 2.4 | The Company Circular and Schedule 13E-3 |
| (1) | Subject to the Purchaser’s compliance with Section 2.4(5), the Company shall, (i) as promptly
as practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser and its legal counsel, the Company
Circular, together with any other documents required by Law in connection with the Company Meeting and the Arrangement, (ii) as promptly
as reasonably practicable after obtaining the Interim Order, cause the Company Circular and such other documents to be filed with the
applicable Securities Authorities and sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case
so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.3(a). |
| (2) | The Company and the Purchaser shall cooperate to: (i) jointly prepare and file with the SEC the Rule 13E-3
Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) relating to the transactions contemplated hereby and
by the Plan of Arrangement and furnish to each other all information concerning such Party as may be required or reasonably requested
in connection with the preparation of the Schedule 13E-3; (ii) respond as promptly as practicable to any comments received from the SEC
with respect to such filings and shall consult with each other prior to providing any such response; (iii) as promptly as practicable
after consulting with each other, prepare and file any amendments or supplements necessary to be filed in response to any SEC or other
comments or as required by applicable Law; (iv) have the SEC confirm that it has no further comments on the Schedule 13E-3; and (v)
as promptly as practicable prepare, file and distribute to the Shareholders any supplement or amendment to the Schedule 13E-3, if and
to the extent required by Law and if any event shall occur which requires such action at any time prior to the Company Meeting. Notwithstanding
anything to the contrary stated above, prior to filing the Schedule 13E-3 or the other filings referred to above (or, in each case,
any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Party responsible for filing such
document shall provide the other Party and its counsel with any comments (including a summary of any substantive oral comments) that such
first Party or their counsel may receive from the SEC with respect thereto and consult with the other Party and provide the other Party
an opportunity to review and comment on such document or response, and shall give reasonable consideration to any comments made by such
other Party. |
| (3) | The Company shall ensure that the Company Circular and the Schedule 13E-3 comply in all material
respects with the Interim Order and Law, do not contain any Misrepresentation (provided that the Company shall not be responsible
for the accuracy of any information furnished by or on behalf of the Purchaser or its affiliates (other than the Company and its
Subsidiaries) in writing specifically for purposes of inclusion in the Company Circular or the Schedule 13E-3 pursuant to
Section 2.4(5)) and provide the Shareholders with sufficient information to permit them to form a reasoned judgement concerning
the Arrangement Resolution. Without limiting the generality of the foregoing, the Company Circular must include: (i) a summary and a
copy of the Fairness Opinions and the Formal Valuation; (ii) a statement that the Special Committee has, after evaluating the
Arrangement with the assistance of management and legal and financial advisors and taking into account various factors, unanimously
determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Purchaser
and its affiliates), including the unaffiliated security holders (as defined in Rule 13e-3) and unanimously recommended that the
Board approve the Arrangement and recommends that the Shareholders vote in favour of the Arrangement Resolution; (iii) a statement
that the Board has, after evaluating the Arrangement with the assistance of management and legal and financial advisors and taking
into account various factors and the unanimous recommendation of the Special Committee (the “Special Committee
Recommendation”), unanimously (with interested directors abstaining from voting) determined that the Arrangement is in the
best interests of the Company and is fair to the Shareholders (other than the Purchaser and its affiliates), including the
unaffiliated security holders (as defined in Rule 13e-3), and that the Board unanimously (with interested directors abstaining from
voting) recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”);
(iv) a copy of the Interim Order; and (v) a statement that each of the Locked-Up Shareholders has entered into a Support and Voting
Agreement pursuant to which such Locked-Up Shareholder has agreed to vote all of his, her or its Shares in favour of the Arrangement
Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement. |
| (4) | The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment
on drafts of the Company Circular and the Schedule 13E-3 and other related documents, and shall give reasonable consideration to any comments
made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser included in the Company
Circular, the Schedule 13E-3 or related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The
Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Shareholders and the Schedule
13E-3 prior to its filing with the SEC. |
| (5) | The Purchaser shall provide the Company, on
a timely basis, all necessary information concerning the Purchaser, its affiliates and the
Share Consideration that is required by Law to be included in the Company Circular and the
Schedule 13E-3 to the Company in writing (such information provided in writing pursuant to
this Section 2.4(5), the “Purchaser Information”), and shall ensure that
the Purchaser Information does not contain any Misrepresentation. The Purchaser acknowledges
and agrees that the Company shall be entitled to rely on the accuracy of all Purchaser Information
and the Purchaser will indemnify the Company and its Representatives from and against any
and all liabilities, claims, demands, losses, costs, damages and expenses incurred or suffered
by the Company or its Representatives as a result of, or arising from (i) any Misrepresentation
or alleged Misrepresentation contained in the Purchaser Information, and (ii) any order made,
or any inquiry investigation or proceeding by any Securities Authority or other Governmental
Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation contained
in the Purchaser Information. Each of the Company and the Purchaser shall ensure
that the Schedule 13E-3 includes all information required by Rule 13e-3 to be included by
each of them in the Schedule 13E-3. |
| (6) | Each Party shall promptly notify the other Parties if it becomes aware that the Company Circular, the
Schedule 13E-3 or any related document contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall
cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall (to the extent required
by applicable Securities Laws) promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders
and, if and to the extent required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity. |
If the Interim Order is obtained and the
Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary
or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Part 9,
Division 5 of the BCBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement
Resolution is passed at the Company Meeting, and, if at any time after the issuance of the Final Order and on or before the Effective
Date, the Company is required by the terms of the Final Order or by law to return to the Court with respect to the Final Order, it will
do so after prior notice to, and in consultation and cooperation with, the Purchaser.
In connection with all Court proceedings
relating to obtaining the Interim Order and the Final Order, the Company shall: (a) diligently pursue, and cooperate with the Purchaser
in diligently pursuing, the Interim Order and the Final Order; (b) provide the Purchaser and its legal counsel with reasonable opportunity
to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service
and filing of such materials, and give reasonable and due consideration to all such comments of the Purchaser and its legal counsel,
provided that the Company will accept the reasonable comments of the Purchaser and its legal counsel with respect to any information
required to be supplied by the Purchaser and included in such materials; (c) not file any material with the Court in connection with
the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this
Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed,
provided that the Purchaser shall not be required to agree or consent to any increase in or variation in the form of the Consideration
or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or
diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement, the Arrangement,
or the Support and Voting Agreements; (d) oppose any proposal from any Person that the Final Order contain any provision inconsistent
with this Agreement and consult with the Purchaser with respect to the defence or settlement of any Shareholder or derivative proceeding
and shall not settle in respect of any such proceeding without the Purchaser’s prior written consent, such consent not to be unreasonably
withheld, conditioned or delayed; (e) ensure that all material filed with the Court in connection with the Arrangement is consistent
in all material respects with the terms of this Agreement and the Plan of Arrangement; (f) not object to legal counsel to the Purchaser
making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate,
acting reasonably, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions
are consistent in all material respects with this Agreement and the Plan of Arrangement; and (g) provide legal counsel to the Purchaser
on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for
the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person
to appeal, or oppose the granting of, the Interim Order or Final Order.
Unless another time or date is agreed
to in writing by the Parties, the completion of the Arrangement (the “Closing”) will take place remotely by exchange
of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the Parties hereto, at
9:00 a.m. (Toronto time) as soon as reasonably practicable (and in any event not later than the third (3rd) Business Day) after
the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions
set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction,
or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the
Effective Date).
| 2.8 | Deposit of Consideration |
The Purchaser shall, following receipt
of the Final Order and immediately prior to the Effective Time: (i) deposit sufficient Purchaser Shares to satisfy the aggregate Share
Consideration and the share component of any Combination Consideration payable to Shareholders pursuant to the Plan of Arrangement (other
than with respect to Shareholders exercising Dissent Rights as provided for in the Plan of Arrangement), (ii) provide, or cause to be
provided, the Depositary with sufficient funds to satisfy the aggregate Cash Consideration and the cash component of any Combination Consideration
payable to Shareholders pursuant to the Plan of Arrangement (other than with respect to Shareholders exercising Dissent Rights as provided
in the Plan of Arrangement) in each case into escrow (the terms and conditions of such escrow to be satisfactory to the Company and the
Purchaser, each acting reasonably). The Purchaser shall, as soon as reasonably practicable after Closing, provide, or cause to be provided,
the Depositary with sufficient funds to satisfy the cash payments contemplated in Section 2.7(1) of the Plan of Arrangement.
| 2.9 | Applicable U.S. Securities Laws |
The Arrangement shall be structured and
executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement and grants the Final Order,
the issuance of the Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs under the Arrangement will not require
registration under the U.S. Securities Act, in reliance upon the exemption from registration provided in Section 3(a)(10) thereof. Each
Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set out
in this Section 2.9. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act,
the Parties agree that the Arrangement will be carried out on the following basis:
| (1) | the Court will be asked to approve the procedural and substantive fairness of the terms and conditions
of the Arrangement; |
| (2) | the Court will be advised as to the intention
of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of
the Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs under the Arrangement based on the Court’s
approval of the Arrangement, prior to the issuance of the Interim Order; |
| (3) | prior to the issuance of the Interim Order, the Company will file with the Court a draft copy of the proposed
text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; |
| (4) | each Person entitled to receive Purchaser
Shares, Replacement Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement will be given timely and appropriate
notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient
information necessary for them to exercise that right; |
| (5) | the Interim Order will specify that each Person
entitled to receive Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement will
have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; |
| (6) | the Final Order will expressly state that the Arrangement is approved by the Court as being substantively
and procedurally fair and reasonable to all Persons entitled to receive, and that the Court has been advised of the intention of the Parties
to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of, Purchaser Shares, Replacement
Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement, based on the Court’s approval of the Arrangement; |
| (7) | the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement
and issuing the Final Order; and |
| (8) | all Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs issued to Persons
in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States
in which any Person receiving Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs is located, unless an
exemption from such state securities law registration or qualification requirements is available. In addition, each Person entitled to
receive Purchaser Shares, Replacement Options, Surviving RSUs and Surviving PSUs will be advised such securities issued pursuant
to the Arrangement have not been registered under the Securities Act and will be issued by Purchaser in reliance on the exemption from
registration under Section 3(a)(10) of the Securities Act. |
The Purchaser, the Company and the Depositary,
as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person such amounts as
the Purchaser, the Company or the Depositary, as applicable, are required to deduct and withhold, or reasonably determines are required
to be deducted and withheld, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any
such amounts will be deducted and withheld from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement or this
Agreement, remitted to the appropriate Governmental Entity, and shall be treated for all purposes under the Plan of Arrangement and this
Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such
deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. . If the Purchaser determines that it is required
to deduct or withhold under this section from any amount otherwise payable or deliverable to any Person, it shall make reasonable efforts
to notify the Company in writing prior to the Effective Time of its intention to withhold.
At the reasonable request of the Purchaser
from time to time, the Company shall, as soon as reasonably practicable, provide the Purchaser with a list of the registered Shareholders,
together with their addresses and respective holdings of Shares, a list of the names and addresses and holdings of all Persons having
rights issued by the Company to acquire Shares (including holders of Incentive Securities and ESPP Shares) and a list of non-objecting
beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as of a date that is as close as reasonably
practicable prior to the date of delivery of such lists. The Company shall from time to time require that its registrar and transfer agent
furnish the Purchaser with such additional information, including updated or additional lists of Shareholders and lists of holdings and
other assistance as the Purchaser may reasonably request.
| 2.12 | Incentive Plan and ESPP Matters |
| (1) | The Parties acknowledge that the outstanding Incentive Securities shall be treated in accordance with
the provisions of the Plan of Arrangement. |
| (2) | The Company will take all reasonable steps
(including obtaining any necessary determinations and/or resolutions of the Board or a committee
thereof and, if appropriate, amending the terms of the ESPP) necessary or desirable (a) to,
as soon as reasonably practicable and in
any event on or before September 5, 2025, suspend the ESPP so that no new participants can be enrolled and that existing ESPP
Participants are not entitled to make any further contributions under the ESPP; and (b) to
effect the settlement of all contributions under the ESPP into Subordinate Voting Shares
and thereafter to deliver or cause to be delivered any such Subordinate Voting Shares to
the ESPP Participants as soon as reasonably practicable after such date, but in any event
prior to the record date of the Company Meeting. |
Article 3
REPRESENTATIONS AND WARRANTIES
| 3.1 | Representations and Warranties of the Company |
| (1) | Except as set forth in the correspondingly numbered section of the Company Disclosure Letter (it being
expressly understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall also be
deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other sections of this Agreement, including Schedule
C, and any other representations and warranties of the Company contained in this Agreement to the extent that its relevance to such other
section, representation or warranty is reasonably apparent on its face), the Company represents and warrants to the Purchaser as set forth
in Schedule C and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the
entering into of this Agreement. |
| (2) | Except for the representations and warranties set forth in this Agreement, neither the Company nor any
other Person has made or makes, and the Purchaser has not relied upon, any other express or implied representation and warranty, either
written or oral, on behalf of the Company. |
| (3) | The representations and warranties of the Company contained in this Agreement shall not survive the completion
of the Arrangement and shall expire and be terminated at the Effective Time. |
| 3.2 | Representations and Warranties of the Purchaser |
| (1) | The Purchaser represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees
that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement. |
| (2) | Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor any
other Person has made or makes, and the Company has not relied upon, any other express or implied representation and warranty, either
written or oral, on behalf of the Purchaser. |
| (3) | The representations and warranties of the Purchaser contained in this Agreement shall not survive the
completion of the Arrangement and shall expire and be terminated at the Effective Time. |
Article 4
COVENANTS
| 4.1 | Conduct of Business of the Company |
| (1) | The Company covenants and agrees that, during the period from the date of this Agreement until the earlier
of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) with the prior written
consent of the Purchaser, such consent not to be unreasonably
withheld, delayed or conditioned; (b) as required or expressly permitted by this Agreement; (c) as required by Law; or (d) as expressly
contemplated in Section 4.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct
its business in the Ordinary Course and in compliance with applicable Law, and the Company shall use commercially reasonable efforts to
maintain and preserve its and its Subsidiaries’ business organization, operations, assets, properties, Authorizations, Intellectual
Property, Company Employees, goodwill and business relationships it currently maintains with all consultants, agents, independent contractors,
Governmental Entities, customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business
relations. |
| (2) | Without limiting the generality of Section 4.1(1), the Company covenants and agrees that, during
the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance
with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or
conditioned; (ii) as required or expressly permitted by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated in
Section 4.1 of the Company Disclosure Letter, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: |
| (a) | amend its Constating Documents; |
| (b) | adjust, split, combine or reclassify or amend the terms of any securities of the Company or of any Subsidiary; |
| (c) | reduce the stated capital of any securities of the Company of the Company or redeem, repurchase, or otherwise
acquire or offer to redeem, repurchase or otherwise acquire any securities of the Company, except for the acquisition of shares in the
capital of any wholly-owned Subsidiary of the Company by the Company or by any other wholly-owned Subsidiary of the Company; |
| (d) | issue, grant, deliver, sell, exchange, modify, accelerate vesting, pledge or otherwise encumber (other
than Permitted Liens), or authorize the issuance, grant, delivery, sale, exchange, modification, acceleration of vesting, pledge or other
encumbrance of (other than Permitted Liens), or create any derivative interest in, or any call rights, puts, options, units, warrants,
convertible securities, subscription rights, conversion rights, exchange rights, or similar rights exercisable or exchangeable for or
convertible into, or otherwise evidencing a right to acquire, any securities in the capital of the Company or any of its Subsidiaries
or any rights that are linked in any way to the price of any securities of, or to the value of or of any part of, or to any dividends
or distributions paid on, any securities of the Company or any of its Subsidiaries, except for: (i) the issuance of any shares in the
capital of any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; or (ii) the
issuance of Subordinate Voting Shares in the Ordinary Course upon the settlement of Incentive Securities outstanding on the date hereof
(including any dividend equivalents in respect thereof) in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, or
upon the conversion of Multiple Voting Shares in accordance with their terms; |
| (e) | (i) acquire (by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly,
in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost,
on a per transaction basis, in excess of $25,000,000 and subject to a maximum of $50,000,000 for all such transactions, other than any
Contract for the sale or procurement of goods or services entered into on Arm’s Length terms with a customer or supplier of the
Company or any Subsidiary in the Ordinary Course, or (ii) enter into any joint venture, legal partnership, limited liability corporation
or similar arrangement with any third Person; |
| (f) | sell, lease, license, sell and lease back, dispose of or otherwise transfer, in one transaction or in
a series of related transactions, any of the Company’s or its Subsidiaries assets, other than (i) in the Ordinary Course in respect
of assets which have a value less than $5,000,000 individually subject to a maximum of $20,000,000 in the aggregate, or (ii) transfers
of assets between or among the Company and its wholly-owned Subsidiaries in the Ordinary Course; |
| (g) | grant any Lien (other than Permitted Liens) on any properties or assets of the Company or its Subsidiaries; |
| (h) | make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property
or any combination thereof) on, any class of securities of the Company or any of its Subsidiaries, other than dividends in the Ordinary
Course with respect to the wholly-owned Subsidiaries; |
| (i) | reorganize, amalgamate or merge the Company, or any Subsidiary of the Company or otherwise enter into
any agreement, understanding or arrangement with respect to the sale of voting or equity interests of the Company or any Subsidiary of
the Company; |
| (j) | adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company
or any of its Subsidiaries or file a petition in bankruptcy under any applicable Law on behalf of the Company or any of its Subsidiaries,
or consent to the filing of any bankruptcy petition against the Company or any of its Subsidiaries under any applicable Law; |
| (k) | (i) make, change or rescind any material Tax election, information schedule, return or designation
(other than any Tax election in the Ordinary Course that has yet to be made in respect of any event or circumstance occurring prior to
the date of the Agreement); (ii) settle or compromise any material Tax claim, assessment, reassessment, liability, proceeding or
controversy; (iii) file any materially amended Tax Return; (iv) enter into any material agreement with a Governmental Entity
with respect to Taxes; (v) enter into or change any material Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification
agreement that is binding on the Company or its Subsidiaries; (vi) surrender any right to claim a material Tax abatement, reduction,
deduction, exemption, credit or refund; (vii) consent to the extension or waiver of the limitation period applicable to any material
Tax matter; or (viii) make a request for a material Tax ruling to any Governmental Entity; (ix) initiate a voluntary disclosure or
similar process; or (x) materially amend or change any of its methods for reporting income, deductions or accounting for income Tax
purposes (except as may be required by a change in IFRS or Law); |
| (l) | prepay any long-term indebtedness before its scheduled maturity, or create, incur, assume, forgive, settle,
waive or otherwise become liable, in one transaction or in a series of related transactions, with respect to any advance, capital contribution,
loan, indebtedness for borrowed money or guarantees thereof or debt securities, other than (i) indebtedness owing by one wholly-owned
Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary
of the Company; (ii) in connection with the refinancing of any advance, capital contribution, loan or indebtedness outstanding on the
date of this Agreement in the Ordinary Course that is prepayable at the Effective Time without premium, penalty or other incremental costs
(including breakage costs); or (iii) advances under the Existing Credit Documents in the Ordinary Course; |
| (m) | make any loan or similar advance to, or
any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations
of any Person (other than the Company and any wholly-owned Subsidiary of the Company); |
| (n) | make any change in the Company’s accounting methods, principles, policies or practices or adopt
new accounting methods, principles, policies or practices except in each case as required by concurrent changes in IFRS; |
| (o) | except as may be required by the terms of any written employment Contract, Company Employee Plan, Purchaser
Employee Plan, or Collective Agreement existing on the date hereof: |
| (i) | grant any increase (A) in the rate of wages, salaries, benefits, bonuses or other remuneration of any
Company Employees or independent contractors (other than increases in the Ordinary Course or that are not material in the aggregate),
or (B) in benefits to any Person (other than a Company Employee) with entitlements under a Company Employee Plan or Purchaser Employee
Plan; |
| (ii) | grant or enter into any Contract with respect to change of control, transaction-based indemnification
or transaction-based award, retention, bonus or termination payments, or similar transaction-based compensation or benefits with (A) Company
Employees or former employees of the Company or any of its Subsidiaries, (B) current or former officers, directors, consultants, agents,
service providers or independent contractors of the Company or any of its Subsidiaries, or (C) any other Person, or grant any increase
of benefits payable under the Company’s and its Subsidiaries’ current change of control or transaction-based indemnification,
retention, award, bonus or termination arrangements, plans, policies or Contracts; |
| (iii) | hire or engage any employee or independent contractor other than in the Ordinary Course on terms consistent
with the terms applicable to similarly situated Company Employees or independent contractors, as applicable, provided that the Company
shall reasonably consult with the Purchaser prior to the hiring or engagement of employees having the position of Senior Vice President
or Executive Vice President (or any position senior to those); |
| (iv) | promote any existing Company Employee, other than (A) Company Employees (other than to a position of Senior
Vice President or any position senior to Senior Vice President) in the Ordinary Course on terms consistent with similarly situated Company
Employees, and (B) Company Employees to a position of Senior Vice President or any position senior to Senior Vice President promoted in
the Ordinary Course after reasonable consultation with the Purchaser; |
| (v) | terminate any Company Employee without cause who is a Vice President or Senior Vice President (or any
position senior to those); |
| (vi) | other than non-material changes resulting from renewal processes for Company Employee Plans in the
Ordinary Course, establish, adopt, enter into any new Company Employee Plan or amendment or modification of an existing Company
Employee Plan or terminate any Company Employee Plan, or accelerate any vesting under any Company Employee Plan or equity
securities, including the acceleration of any Incentive Securities and ESPP Shares or other awards thereunder; |
| (vii) | reduce the Company’s or any of its Subsidiaries’ work force in a material way or so as to
trigger any collective dismissal provisions or group termination requirements under applicable Laws; |
| (viii) | knowingly take any action or fail to take any action that would reasonably be expected to result in a
breach or violation of the obligations of the Company or any of its Subsidiaries under any Collective Agreement or any Contract with a
Company Employee; |
| (ix) | enter into any Contract that would result in the payment by the Company or any of its Subsidiaries of
a finder’s fee, success fee or other similar fee in connection with the Arrangement or transactions contemplated by the Arrangement
provided that the foregoing shall not prohibit the Company from entering into an agreement with any dealer and proxy solicitation services
firm for purposes of soliciting proxies in connection with the Arrangement as contemplated by Section 2.3(b); |
| (x) | enter into, modify or terminate or cancel any Collective Agreement or grant recognition to any labour
union or similar labour organization for purposes of collective bargaining; or |
| (xi) | make any bonus or profit sharing distribution or similar payment of any kind; |
| (p) | enter into any new line of business or discontinue any existing line of business, or enter into any agreement
or arrangement that would limit or restrict the Company and any of its Subsidiaries from competing or carrying on any business
in any manner; |
| (q) | make or commit to make capital expenditures in excess of $2,500,000 in the aggregate outside the Ordinary
Course or except as otherwise may be reflected in the Company’s budget approved by the Board of the Company; |
| (r) | engage in any transaction with any officer or director of the Company or its Subsidiaries or any of their
immediate family members (including spouses) or any related party (within the meaning of MI 61-101) of the Company or its Subsidiaries
other than to the extent required pursuant to the terms of any Contract in effect on the date of this Agreement and disclosed in Section
4.1(2) of the Company Disclosure Letter; |
| (s) | commence, waive, release, assign, settle or compromise any pending or threatened litigation, proceedings
or governmental investigations, in each case other than settlements or compromises in the Ordinary Course that involve only the payment
of monetary damages (net of any payments or proceeds received through insurance) not in excess of $10,000,000 individually or $20,000,000
in the aggregate; |
| (t) | amend or modify in any material respect or terminate or waive any material right under any Material Contract
or enter into any Material Contract (except for (i) entering into new Contracts with customers or clients; and (ii) extensions, renewals,
amendments and modifications of Material Contracts with customers or clients in the Ordinary Course on terms that are, with respect to
the services or product offering being extended, renewed, amended or modified, no less favorable to the Company or the applicable Subsidiary
than those that were provided for in the Material Contracts being extended, renewed, amended or modified), or fail to enforce any breach
of any Material Contract of which it becomes aware, or breach or violate or be in default under any Material Contract; |
| (u) | except as contemplated in Section 4.13, amend, modify, terminate, cancel or let lapse any insurance
(or re-insurance) policy providing insurance coverage to the Company or any Subsidiary in effect on the date of this Agreement, unless
simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies
of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies
for substantially similar premiums are in full force and effect; |
| (v) | amend any existing material Authorization, lease, permit or registration of the Company or any of its
Subsidiaries (except for extensions and renewals of Authorizations in the Ordinary Course), or abandon or fail to diligently pursue any
application or renewal for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action,
that could lead to the termination of, or imposition of conditions on, any material Authorizations, leases, permits or registrations; |
| (w) | (i) except for non-exclusive licenses granted to customers and clients in the Ordinary Course, sell, assign,
transfer, lease, license, encumber, abandon or permit to lapse any material Company Intellectual Property, other than Permitted Liens
or expirations of registered Intellectual Property at the end of the applicable statutory term; or (ii) disclose any trade secrets or
other confidential information material to the Company and its Subsidiaries, taken as a whole; or |
| (x) | authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. |
| 4.2 | Conduct of the Business of the Purchaser |
| (1) | The Purchaser covenants and agrees that, until the earlier of the Effective Time and the time that this
Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the Company, such consent not to be
unreasonably withheld, delayed or conditioned, or expressly permitted, (b) as required or expressly permitted by this Agreement; (c) as
required by Law, the Purchaser shall conduct its business in accordance with Law and use commercially reasonable efforts to maintain and
preserve intact its business organization, assets, properties, employees, goodwill and business relationships in all material respects;
provided, however, that this Section 4.2(1) shall not restrict the Purchaser from resolving to, or entering into or performing any contract,
agreement, commitment or arrangement with respect to, the acquisition or disposition of any assets or entity, provided that the doing
of any such thing would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede
the ability of the Purchaser or the Company to consummate the Arrangement. |
| (2) | Without limiting the generality of Section 4.2(1), the Purchaser covenants and agrees that, until the
earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless the Company otherwise
consents in writing, or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law,
the Purchaser shall not: |
| (a) | amend its Constating Documents in any
manner that would adversely affect the value of the Consideration; |
| (b) | adopt a plan of liquidation or resolutions
providing for the liquidation or dissolution of the Purchaser or file a petition in bankruptcy under any applicable Law on behalf of
the Purchaser, or consent to the filing of any bankruptcy petition against the Purchaser under any applicable Law; or |
| (c) | authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. |
| 4.3 | Covenants of the Company Relating to the Arrangement |
| (1) | Subject to Section 4.5 (which shall govern in relation to the Regulatory Approvals), the Company
shall perform, and shall cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries
under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary
or desirable in order to, subject to the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably
practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall
and, where appropriate, shall cause each of its Subsidiaries to: |
| (a) | use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all
steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on
it or its Subsidiaries with respect to this Agreement or the Arrangement; |
| (b) | use commercially reasonable efforts to obtain and maintain all third party or other consents,
waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under
the Material Contracts in connection with the Arrangement; (ii) required in order to maintain the Material Contracts in full force
and effect following completion of the Arrangement; or (iii) required in order to maintain in full force and effect any material
Authorization held by the Company or any of its Subsidiaries following completion of the Arrangement, in each case, on terms that
are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any non-de
minimis consideration or incurring any non-de minimis liability or obligation without the prior written consent of the Purchaser; |
| (c) | use commercially reasonable efforts to effect all necessary registrations, filings and submissions of
information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; |
| (d) | use commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift
or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely
affect the consummation of the Arrangement and defend, or cause to be defended, any Transaction Litigation if it is the Notifying Party,
including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reserved, so as to enable
Closing to occur as soon as reasonably practicable; provided, that neither the Company nor any of its Subsidiaries shall consent to the
entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the Purchaser, such approval
not to be unreasonably withheld, delayed or conditioned; |
| (e) | not take any action, or refrain from taking any commercially reasonable action, or permitting any action
to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially
delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement; and |
| (f) | use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases
(in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board designated by the Purchaser. |
| (2) | The Company shall promptly notify the Purchaser in writing of: |
| (a) | any Material Adverse Effect; |
| (b) | any notice or other communication from (i) any Person alleging (A) that the consent (or waiver, permit,
exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection
with the Arrangement, this Agreement or any of the transactions contemplated thereby, or (B) that such Person is terminating, may terminate,
or is otherwise adversely modifying or may adversely modify its relationship with the Company or any of its Subsidiaries as a result of
this Agreement or the Arrangement; or (ii) any Person or Governmental Entity in connection with this Agreement or the transactions contemplated
thereby (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Purchaser); or |
| (c) | any material proceeding relating to or involving or otherwise affecting the Company or its Subsidiaries
or their respective property or assets. |
| 4.4 | Covenants of the Purchaser Relating to the Arrangement |
| (1) | Subject to Section 4.5 (which shall govern in relation to the Regulatory Approvals), the Purchaser
shall perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith,
and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in this
Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without
limiting the generality of the foregoing, the Purchaser shall, and shall cause each of its affiliates to: |
| (a) | use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all
steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with
respect to this Agreement or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or
consent to any increase in the Consideration; |
| (b) | use commercially reasonable efforts to effect all necessary registrations, filings and submissions of
information required by Governmental Entities from it relating to the Arrangement; |
| (c) | use commercially reasonable efforts to assist the Company with obtaining and maintaining all third party
or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations as set forth in Section 4.3(1)(b),
provided however that the Purchaser shall not be required to pay or commit to paying any consideration or incurring any liability or obligation
in connection therewith; |
| (d) | use commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or
rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect
the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it
or its directors or officers challenging the Arrangement or this Agreement; |
| (e) | not take any action, or refrain from taking any commercially reasonable action, or permitting any action
to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially
delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement; and |
| (f) | vote any Shares owned or controlled, directly or indirectly, by the Purchaser in favour of the Arrangement
Resolution and not exercise Dissent Rights in respect of such Shares. |
| (2) | The Purchaser shall promptly notify the Company in writing of: |
| (a) | any Purchaser Material Adverse Effect; or |
| (b) | any notice or other communication from (i) any Person alleging that the consent (or waiver, permit, exemption,
order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the
Arrangement, this Agreement or any of the transactions contemplated thereby; or (ii) any Person or Governmental Entity in connection with
this Agreement or the transactions contemplated thereby (and, subject to Law, contemporaneously provide a copy of any such written notice
or communication to the Company). |
| (1) | Each Party shall use its reasonable best efforts to obtain, or cause to be obtained, as promptly as possible,
all consents and Authorizations, including the Regulatory Approvals, from all Governmental Entities that may be or become necessary for
its execution and delivery of this Agreement and the performance of its obligations under this Agreement. Without limiting the generality
of the foregoing, the Purchaser and the Company shall, as soon as reasonably practicable, make all filings as are reasonably required
to obtain the Regulatory Approvals; provided, however, that in the case of the FDI Regulatory Approval, the Purchaser and the Company
shall make all notifications, applications or filings required by applicable Foreign Investment Laws as soon as reasonably practicable after the date of this Agreement, subject to any statutory deadlines for submission of such notifications, applications or
filings, as applicable. |
| (2) | The Purchaser and the Company shall cooperate with each other in obtaining the Regulatory
Approvals, provided that the Purchaser shall determine (acting reasonably and following consultation with the Company) the
overall strategy for obtaining the Regulatory Approvals. In furtherance of the foregoing, the Purchaser and the Company will
provide such assistance to the other Party as may reasonably be requested by the other Party to prepare filings and submissions to
any Governmental Entity. The Purchaser and the Company will exchange advance drafts of all proposed submissions, filings,
applications, correspondence and other documents to be filed with any Governmental Entity in respect of this Agreement or the
Arrangement, will consider in good faith any suggestions and comments made in relation thereto by the other Party and their counsel
(and not file any such document without the prior written consent of the other Party, such consent not to be unreasonably withheld
or delayed), and will provide the other Party and their counsel with final, as-submitted copies of all such submissions, filings,
applications, correspondence and other documents; provided, however, that competitively sensitive information may be provided only
to the external legal counsel of the other Party. The Purchaser and the Company will keep each other reasonably apprised of all
communications and meetings with any Governmental Entity in respect of this Agreement or the Arrangement, including providing copies
to each other on a timely basis of all material communications that are received from Governmental Entities, and will not
participate in any material communications or meetings with Governmental Entities without giving the other Party and their
respective counsel advance notice thereof and the opportunity to provide the applicable Party with input as to the meeting and,
unless prohibited by the relevant Governmental Entity, to participate therein (except to the extent that competitively sensitive
information is discussed, in which case external legal counsel for the relevant parties will be given the opportunity to
participate). |
| (3) | No Party shall withdraw any filings or notifications in respect of the Regulatory Approvals or agree to
extend any waiting periods or review periods, or provide any commitment to a Governmental Entity relating to the timing of the consummation
of the Arrangement or the transactions contemplated by this Agreement, without the prior written consent of the other Party. |
| (4) | The Purchaser and the Company will exercise their reasonable best efforts to promptly provide all information
to Governmental Entities as may be requested, required or ordered pursuant to statutory or non-statutory requests for information, supplemental
information requests and any court orders in connection with the Regulatory Approvals. |
| 4.6 | Access to Information; Confidentiality |
| (1) | From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement,
subject to Law, the Company shall: (i) give to the Purchaser and its Representatives reasonable access to the offices, properties, assets,
senior personnel, Contracts and books and records of the Company and its Subsidiaries during normal business hours (including continued
access to the Data Room); and (ii) for the purpose of facilitating integration business planning, furnish to the Purchaser and its representatives
such financial and operating data as such Persons may reasonably request. |
| (2) | Notwithstanding any provision of this Agreement, the Company shall not be obligated to provide access
to, or to disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would jeopardize
any attorney-client or other privilege claim by the Company or any of its Subsidiaries or would be contrary to applicable Law or existing
contractual obligations; provided that the Company shall use its commercially reasonable efforts to otherwise make available such information
to the Purchaser notwithstanding such impediment, including by causing the documents or information that are subject to such privilege,
or legal or contractual obligation, to be provided in a manner that would not reasonably be expected to violate or jeopardize such privilege,
legal or contractual obligation, as applicable. |
| (3) | Investigations made by or on behalf of the Purchaser, whether under this Section (4) or otherwise,
will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. |
| (4) | For greater certainty, the Purchaser and its affiliates shall treat, and shall cause their respective
representatives to treat, all information furnished to the Purchaser or any of its affiliates or representatives in connection with the
transactions contemplated by this Agreement or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality
Agreement. Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that the Company Disclosure Letter
and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.
The Parties agree that notwithstanding anything to the contrary herein or in the Confidentiality Agreement, the Purchaser shall be permitted
to disclose confidential information that is subject to the Confidentiality Agreement in connection with the arrangement of any Financing
to ratings agencies and prospective debt or equity financing sources and that such Persons shall be treated as “Representatives”
of the Purchaser for purposes of the Confidentiality Agreement. |
| (5) | With respect to Personal Information disclosed in connection with this Agreement (the “Disclosed
Personal Information”), the Parties confirm that the Disclosed Personal Information is necessary for the purposes of determining
whether to proceed with the transactions contemplated by this Agreement. Each Party covenants to comply with applicable Laws as it relates
to the Disclosed Personal Information. The Purchaser shall: (a) not use any Disclosed Personal Information except as required to
(i) determine whether to proceed with the transactions contemplated by this Agreement, (ii) perform its obligations under this Agreement,
(iii) consummate the transactions contemplated by this Agreement; (b) not disclose any Disclosed Personal Information for any purpose
except and only to the extent required by applicable Law; (c) protect all Disclosed Personal Information using security safeguards appropriate
to the sensitivity of the information; and (d) within a reasonable period following (i) the consummation of the transactions contemplated
by this Agreement; (ii) a decision by either or both Parties not to proceed with the transactions contemplated by this Agreement;
or (iii) the Disclosed Personal Information is no longer necessary for the purposes set out in (a), destroy or return to the Company all
Disclosed Personal Information. |
| 4.7 | Assistance with Financing |
| (1) | The Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to
provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the arrangement, marketing, offering,
syndication, documentation and consummation of any financing deemed reasonably necessary or advisable by the Purchaser in connection with
the Arrangement (including to obtain new or amend any existing credit facilities or arrange for any alternative financing or private or
public equity or debt securities offering to be issued or incurred, the “Financing”) (provided that such request is
made on reasonable notice and reasonably in advance of the Closing and provided such cooperation does not unreasonably interfere with
the ongoing operations of the Company and its Subsidiaries), including (and subject to the foregoing), as so requested: (i) participating
in a reasonable number of meetings with prospective lenders, arrangers, agents and underwriters and due diligence sessions; (ii) subject
to Laws and any Contract and the obtaining of any necessary consents in connection therewith, executing and delivering any pledge and
security documents or other definitive financing documents, and the removal of Liens by arranging for customary payoff letters, Lien terminations
and releases and acknowledgements of discharge, in each case as may be reasonably requested by the Purchaser, provided that any obligations
contained in such documents shall be effective no earlier than as of the Effective Time; (iii) cooperating reasonably with the proposed
lenders’, arrangers’, agents’ and underwriters’ due diligence; (iv) cooperating with the Purchaser in connection
with applications to obtain such consents, approvals, authorizations and ratings from rating agencies which may be reasonably necessary
or desirable in connection with such Financing; (v) obtaining customary accountants’ comfort letters, legal opinions, appraisals,
surveys and other documentation and items relating to such Financing as reasonably requested by the Purchaser; (vi) executing customary
authorization letters or management representation letters, as applicable; (vii) assisting the Purchaser with its preparation of customary
documents, including ratings agency presentations, lender presentations and other marketing materials (including customary authorization
letters and representation related to the presence or absence of material non-public information and the accuracy of the information contained
in such materials); (viii) subject to Section 4.6, furnishing the Purchaser and its proposed lenders, arrangers, agents and underwriters,
as soon as reasonably practicable, with reasonably required or customary information regarding the Company, any of its Subsidiaries or
any combination of such Persons, as required in connection with any Financing; and (ix) furnishing to the Purchaser and its proposed lenders,
arrangers, agents and underwriters all documentation and other information reasonably requested by them related to the Company and its
Subsidiaries as required by any Governmental Entity in connection with the Financing under applicable “know-your-customer”
and anti-money laundering rules and regulations. Notwithstanding the foregoing, none of the Company nor any Subsidiary of the Company
will be required to: (a) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection
with any such Financing prior to the Effective Time; (b) take any action or do anything that would contravene any Law, contravene any
Contract (provided that the Company and/or any applicable Subsidiary of the Company shall use commercially reasonable efforts to provide
access to or disclose any information in a manner which would not violate any such Contract) or be capable of impairing or preventing
the satisfaction of any condition set forth in Article 6 hereof; (c) enter into any binding commitment or agreement that is not contingent
on the consummation of the Arrangement; or (d) disclose any information that in the reasonable judgment of the Company would result in
the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect
to confidentiality or which would constitute a waiver of solicitor-client privilege (provided that, the Company and/or any applicable
Subsidiary shall use commercially reasonable efforts to provide access to or disclose any such information in a manner which would not
jeopardize such confidentiality obligation or privilege). For greater certainty, all non-public or otherwise confidential information
regarding the Company obtained by the Purchaser or its representatives pursuant to the foregoing is information which is subject to the
Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreement. In addition, no such cooperation by the
Company pursuant to this Section 4.7 shall be considered to constitute a breach of the representations, warranties or covenants of the
Company hereunder. |
| (2) | The Purchaser hereby indemnifies and holds harmless the Company, its Subsidiaries and their respective
directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs or
expenses suffered or incurred by any of them in connection with or as a result of any Financing by the Purchaser or any actions or omissions
by any of them in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 4.7 or in connection
with the Financing, except to the extent resulting from the willful misconduct, gross negligence, or fraud of any such Person (as determined
by a final and non-appealable judgement by a court of competent jurisdiction). The Purchaser will promptly, upon request by the Company,
reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including legal fees) incurred by the Company
and its Subsidiaries and their respective agents and representatives in connection with any assistance provided pursuant to this Section
4.7. |
| 4.8 | Existing Credit Documents Payoff |
The Company shall,
and shall cause each of its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the Purchaser
that are required to facilitate in accordance with the terms thereof the termination of the Existing Credit Documents, the repayment
in full of all obligations, if any, outstanding thereunder, and shall take commercially reasonable efforts to facilitate the release
of all Liens, if any, securing such obligations, and the release of guarantees in connection therewith as soon as reasonably practicable. In
furtherance, the Company shall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to, deliver to the
Purchaser at least one (1) Business Day prior to the Closing (with drafts being delivered in advance as reasonably requested by the
Purchaser), an executed payoff letter (and similar instruments) with respect to the Existing Credit Documents and all related
release and termination documentation, in each case, in form and substance customary for transactions of this type, from the
applicable agent on behalf of the Persons to whom such indebtedness is owed (or, if there is no such agent, from the Persons to whom
such indebtedness is owed), which payoff letter together with any related release documentation shall, among other things, include
the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights
and properties of the Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon
the payment of the amount set forth in the payoff letter on the Effective Date, be released and terminated. It is understood that
nothing contained herein shall require the Company or any of its Subsidiaries to cause the Existing Credit Documents to be
effectively terminated unless and until the Closing has effectively occurred and the Purchaser has provided or caused to be provided
to the Company or its Subsidiaries funds (or the Purchaser and the Company have agreed that the Company or any of the
Company’s Subsidiaries shall use funds on their balance sheet at Closing for such purpose) to pay in full the outstanding
amounts required pursuant to the terms of the payoff letters.
| 4.9 | Pre-Acquisition Reorganization |
The Company agrees that, upon the reasonable
request by the Purchaser, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (a) cooperate
with the Purchaser in planning, preparing and effecting, and implement, such reorganizations of the Company’s or its Subsidiaries’
corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request to be
undertaken concurrently with (or immediately prior to) and conditional on the consummation of the Arrangement, acting reasonably (each
a “Pre-Acquisition Reorganization”); (b) cooperate with the Purchaser and its advisors in order to determine the manner
in which any Pre-Acquisition Reorganization might most effectively be undertaken; (c) cooperate with the Purchaser and its advisers to
seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably required by the Purchaser (based on the
applicable terms of the Contract) in connection with the Pre-Acquisition Reorganizations, if any; provided that any Pre-Acquisition Reorganization:
(i) is not prejudicial to the Company or its securityholders; (ii) does not require the Company to obtain the approval of the Shareholders
(other than the Required Shareholder Approval); (iii) does not impair, prevent or materially delay the consummation of the Arrangement;
(iv) is effected as close as reasonably practicable prior to or contemporaneously with the Effective Time; (v) does not result in any
breach by the Company or any of its Subsidiaries of any Contract, Authorization, Constating Documents or applicable Law; (vi) does not
result in incremental Taxes being imposed on, or any incremental adverse Tax or other consequences to, any securityholder of the Company,
as compared to consummation of the Arrangement in the absence of the Pre-Acquisition Reorganization; (vii) does not unreasonably interfere
with the ongoing operations of the Company; and (viii) shall not become effective unless the Purchaser has waived or confirmed in writing
the satisfaction of all conditions in its favour under this Agreement, other than conditions that, by their terms, are to be satisfied
on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party of such conditions,
and shall have confirmed in writing that it is prepared, and able to promptly and without condition proceed, to effect the Arrangement.
The Purchaser hereby waives any breach of a representation, warranty or covenant by the Company, where such breach is a result of an
action taken by the Company or a Subsidiary pursuant to a request by the Purchaser in accordance with this Section 4.9. The Purchaser
shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective
Time. Upon receipt of such notice, the Purchaser and the Company shall work cooperatively and use commercially reasonable efforts to
prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including
making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval
of securityholders of the Company (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition
Reorganization. If this Agreement is terminated (other than by the Purchaser pursuant to Section 7.2(1)(d)(i) [Company Breach]),
the Purchaser (x) shall forthwith reimburse the Company for all reasonable and documented out-of-pocket costs and expenses, including
legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization;
and (y) hereby indemnifies and holds harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents
and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements,
Taxes and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the
reversing or unwinding of any Pre-Acquisition Reorganization.
| 4.10 | Cooperation with Post-Acquisition Reorganizations |
The Company agrees that, upon the reasonable
request by the Purchaser and at the Purchaser’s expense prior to the Effective Time, the Company shall, and shall cause its Subsidiaries
to, use commercially reasonable efforts to: (a) cooperate with the Purchaser in planning and preparing for such reorganizations of the
Company’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions
as the Purchaser may reasonably request to be undertaken after the consummation of the Arrangement; (b) cooperate with the Purchaser and
its advisors in order to determine the manner in which any reorganization to be undertaken after the consummation of the Arrangement might
most effectively be undertaken; and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers
or similar authorizations which are reasonably required by the Purchaser (based on the applicable terms of the Contract) in connection
with any reorganization to be undertaken after the consummation of the Arrangement, if any.
| 4.11 | Public Communications |
The Parties shall cooperate in the preparation
of presentations, if any, to the Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any press
release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the
other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion
of its legal counsel, is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior
oral or written notice and a reasonable opportunity to review and comment on the disclosure and if such prior notice is not permitted
by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall
give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, none of the foregoing
shall prevent the Company or the Purchaser from (a) making internal announcements to employees, public disclosure or (b) having discussions
with shareholders, financial analysts and other stakeholders so long as such announcements, disclosures and discussions are consistent
in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Parties
consent to this Agreement being filed on SEDAR+ and on ▇▇▇▇▇ (with such redactions as may be mutually agreed upon between the Company
and the Purchaser, acting reasonably) as soon as practicable after the public announcement of the transactions contemplated hereby.
| 4.12 | Notice and Cure Provisions |
| (1) | Each Party shall promptly notify the other Parties in writing of the occurrence, or failure to occur,
of any event or state of facts which occurrence or failure would, or would be reasonably likely to: |
| (a) | cause any of the representations or warranties
of such Party contained in this Agreement to be untrue or inaccurate that would cause any condition in Section 6.1 [Mutual Conditions Precedent], Section
6.2(1) [Additional Conditions Precedent to the Obligations of the Purchaser – Representations
and Warranties] or Section 6.3(1) [Additional Conditions Precedent to the Obligations
of the Company – Representations and Warranties] not to be satisfied; or |
| (b) | result in the failure to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by such Party
under this Agreement that would cause any condition in Section 6.1 [Mutual Conditions
Precedent], Section 6.2(2) [Additional
Conditions Precedent to the Obligations of the Purchaser – Performance of Covenants],
Section 6.3(2) [Additional Conditions Precedent to the Obligations of the Company –
Performance of Covenants] or Section 6.3(3) [Additional Conditions Precedent to the
Obligations of the Company – Deposit of Consideration] not to be satisfied. |
| (2) | Notification provided under this Section 4.12 will not affect the representations, warranties, covenants,
agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under
this Agreement. |
| (3) | The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i)
[Company Breach] and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i)
[Purchaser Breach], unless the Party seeking to terminate this Agreement (the “Terminating Party”) has delivered
a written notice (“Termination Notice”) to the applicable other Party (the “Breaching Party”) specifying
in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as
the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter
and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until
the earlier of (i) the Outside Date, and (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching
Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the
Company Meeting, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier
of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice
by the Breaching Party, provided that, for greater certainty, if any matter that is the subject of a Termination Notice is not capable
of being cured by the Outside Date, the Terminating Party may immediately exercise the applicable termination right. |
| 4.13 | Insurance and Indemnification |
| (1) | Prior to the Effective Date, the Company shall, in consultation with the Purchaser, purchase customary
“tail” or “run off” policies of directors’ and officers’ liability insurance providing protection
no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which
are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which
occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail
policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser shall
not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such
policies shall not exceed 300% of the Company’s and its wholly-owned Subsidiaries’ current annual aggregate premium for directors’
and officers’ liability insurance policies currently maintained by the Company or its wholly-owned Subsidiaries. |
| (2) | The Purchaser shall (and shall cause the Company to), from and after the Effective Time, honour all rights
to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its
Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force
and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date. |
| (3) | If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns
(a) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation
or merger, or (b) 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 acquiror of substantially all of the properties and assets of the Company
or its Subsidiaries) assumes all of the obligations set forth in this Section 4.13. |
Subject to applicable Law,
the Purchaser and the Company shall use their commercially reasonable efforts to cause the Subordinate Voting Shares to be delisted from
the Exchanges as of the Effective Date or as promptly as practicable following the Effective Date. Each of the Company and the Purchaser
agrees to cooperate with the other Party in taking, or causing to be taken, all actions necessary to enable (a) the delisting of the Subordinate
Voting Shares from the Exchanges (including, if requested by the Purchaser, such items as may be necessary to delist the Subordinate Voting
Shares on the Effective Date) and (b) the deregistration of the Subordinate Voting Shares under the Exchange Act and under any applicable
Securities Laws as promptly as practicable after the Effective Time and to cause the Company to cease being a reporting issuer under applicable
Securities Laws, in each case as promptly as practicable following the Effective Time.
| 4.15 | Stock Exchange Approval |
The Purchaser shall apply
for and use commercially reasonable efforts to obtain the Stock Exchange Approval.
| 4.16 | Transaction Litigation |
Each Party shall, as promptly
as reasonably practicable, notify the other Party in writing of any Transaction Litigation (the “Notifying Party”)
and shall keep the other Party informed on a reasonably prompt basis regarding any such Transaction Litigation. The Notifying Party shall
give the other Party the opportunity to (a) participate in the defense of any Transaction Litigation, and (b) consult with outside legal
counsel to the Notifying Party regarding the defense, settlement or compromise with respect to any such Transaction Litigation. For purposes
of this Section 4.16, “participate” means that the other Party will be kept reasonably apprised on a prompt basis of proposed
strategy and other significant decisions with respect to the Transaction Litigation (to the extent that the attorney-client privilege
between the Notifying Party and its outside legal counsel is not undermined or otherwise adversely affected, provided that, in such case,
the Parties shall cooperate in seeking to find a way to allow disclosure of the proposed strategy or other significant decision to the
extent doing so could reasonably (in the good faith belief of the Notifying Party, after consultation with outside legal counsel) be managed
through the use of customary “clean-room” arrangements or the entering into of any “common interest” Contract
or similar Contract), and the other Party may offer comments or suggestions with respect to such Transaction Litigation which the Notifying
Party shall consider in good faith; provided that the Notifying Party shall not settle or compromise or agree to settle or compromise
any Transaction Litigation without the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned
or delayed.
Article 5
Additional Covenants regarding Non-Solicitation
| (1) | Except as expressly provided in this Article 5, the Company shall not and shall cause its Subsidiaries
not to, directly or indirectly, including through any of its or their directors, officers, employees, agents, investments bankers, attorneys,
accountants and other advisors or representatives (such directors, officers, employees, agents, investments bankers, attorneys, accountants
and other advisors or representatives, collectively, “Representatives”), and shall not permit any such Person to: |
| (a) | solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing
copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary)
any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; |
| (b) | enter into, continue or otherwise engage or participate in or facilitate any discussions or negotiations
with any Person (other than with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal
or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; |
| (c) | make a Change in Recommendation; or |
| (d) | accept, approve, endorse, recommend, enter into, or publicly propose to accept, approve, endorse, recommend
or enter into, any agreement, understanding or arrangement (in each case, whether or not legally binding) in respect of any inquiry, proposal
or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, other than a confidentiality
and standstill agreement permitted by and in accordance with Section 5.3. |
| (2) | The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately
cease and terminate, any solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement with any
Person (other than with the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected
to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: |
| (a) | immediately discontinue access to and disclosure of all information, including any data room and any access
to the properties, facilities, books and records of the Company or of any of its Subsidiaries; and |
| (b) | promptly, and in any event within two (2) Business Days of the date hereof, request (i) the return or
destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person (other than the
Purchaser) since January 1, 2024 in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or
incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, using its commercially reasonable
efforts to ensure that such requests are complied with in accordance with the terms of such rights. |
| (3) | The Company represents and warrants that it has not waived any confidentiality, standstill, or similar
agreement or restriction applicable to another Person to which the Company or any of its Subsidiaries is a party, and further covenants
and agrees that it shall (i) take all necessary action to enforce any confidentiality, standstill, non-disclosure, non-solicitation or
similar agreement, covenant or restriction to which the Company or any Subsidiary is a party or may hereafter become a party in accordance
with Section 5.3, and (ii) not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting
the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement,
covenant or restriction to which the Company or any Subsidiary is a party without the prior written consent of the Purchaser (which may
be withheld or delayed in the Purchaser’s sole and absolute discretion), it being acknowledged that the automatic termination or
release of any such agreement, restriction or covenant as a result of entering into this Agreement shall not be a violation of this Section
5.1. |
| 5.2 | Notification of Acquisition Proposals |
If the Company or any of its Subsidiaries or
any of its or their respective Representatives receives or otherwise become aware of any inquiry, proposal or offer that constitutes or
may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of,
confidential information relating to the Company or any Subsidiary in relation to a possible Acquisition Proposal, the Company shall promptly
notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or
request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal,
inquiry, proposal, offer or request and unredacted copies of all documents
or correspondence received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed
on a reasonable basis of the status and terms of material developments, discussions and negotiations with respect to any Acquisition Proposal,
inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal,
inquiry, proposal, offer or request and as promptly as reasonably practicable provide to the Purchaser unredacted copies of all documents or correspondence if in writing or electronic form, and if not in writing
or electronic form, a description of the terms of such correspondence between the Company and its Representatives and the Person making
any such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives.
| 5.3 | Responding to an Acquisition Proposal |
Notwithstanding Section 5.1, or any other
agreement between the Parties or between the Company and any other Person, if, at any time prior to obtaining the Required Shareholder
Approval, the Company receives a bona fide unsolicited written Acquisition Proposal, but subject to entering into a confidentiality
and standstill agreement with such Person that contains a customary standstill provision and that is otherwise on terms that are not less
favourable to the Company than those contained in the Confidentiality Agreement, a final executed copy of which shall be provided to the
Purchaser prior to providing such Person with any such copies, access or disclosure, the Company and its Representatives may (i) engage
in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and (ii) provide copies of, access
to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries (and any such copies, access
or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser), if and only if, in the
case of both clauses (i) and (ii):
| (1) | the Board first determines (based upon, amongst other things, the recommendation of the Special Committee)
in good faith after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or
would reasonably be expected to constitute or lead to a Superior Proposal; |
| (2) | such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant
to an existing confidentiality, standstill, nondisclosure, non-solicitation or similar agreement, restriction or covenant with the Company
or any of its Subsidiaries; and |
| (3) | the Company has been, and continues to be, in compliance with its obligations under Article 5. |
| (1) | If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining
the Required Shareholder Approval the Board may (based upon, amongst other things, the recommendation of the Special Committee), make
a Change in Recommendation, if and only if: |
| (a) | the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant
to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant with the Company
or any of its Subsidiaries; |
| (b) | the Company has been, and continues to be, in compliance with its obligations under Article 5; |
| (c) | the Company or its Representatives have delivered to the Purchaser a written notice of the determination
of the Board (based upon, amongst other things, the recommendation of the Special Committee) that such Acquisition Proposal constitutes
a Superior Proposal and of the intention of the Board to make a Change in Recommendation including a notice as to the value in financial
terms that the Board has ascribed to any non-cash consideration offered under the Superior Proposal (the “Superior Proposal Notice”); |
| (d) | the Company or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement
for the Superior Proposal and all ancillary documentation and supporting materials (including any financing documents) provided to the
Company in connection therewith; |
| (e) | at least five (5) full Business Days (the “Matching Period”) have elapsed from the
date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received
a copy of all the materials referred to in Section 5.4(1)(d); |
| (f) | during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance
with Section 5.4(3), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a
Superior Proposal; and |
| (g) | after the Matching Period, the Board has determined (based upon, amongst other things, the recommendation
of the Special committee) in good faith (i) after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition
Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended
by the Purchaser under Section 5.4(3)) and (ii) after consultation with its outside legal counsel, that the failure by the Board
to make a Change in Recommendation would be inconsistent with its fiduciary duties. |
| (2) | For greater certainty, notwithstanding any Change in Recommendation in accordance with Section 5.4(1),
the Company shall cause the Company Meeting to occur and the Arrangement Resolution to be put to the Shareholders thereat for consideration
in accordance with this Agreement, and the Company shall not submit to a vote of its Shareholders any Acquisition Proposal other than
the Arrangement Resolution prior to the termination of this Agreement in accordance with its terms. |
| (3) | During the Matching Period, or such longer period as the Company may approve in writing for such purpose:
(a) the Board (and the Special Committee) shall, in consultation with the Company’s financial advisors and outside legal counsel,
review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in order
to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal
ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the
terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement
on such amended terms. If the Board determines (based upon, amongst other things, the recommendation of the Special Committee) that such
Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the
Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions
as are necessary to give effect to the foregoing. |
| (4) | Each successive amendment or modification to any Acquisition Proposal that results in an increase in,
or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions
thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new
full five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice for
the new Superior Proposal and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(d) with respect
to such new Superior Proposal. |
| (5) | The Board and the Special Committee shall promptly, and in any event within three (3) Business Days from
the Purchaser’s request to do so, reaffirm the Board Recommendation and the Special Committee Recommendation, as applicable, by
press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed
or the Board determines that a proposed amendment to the terms of this Agreement or the Plan of Arrangement as contemplated under Section 5.4(3)
would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal
counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments
to such press release as requested by the Purchaser and its outside legal counsel. |
| (6) | If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than five (5)
Business Days before the Company Meeting, the Company shall be entitled to, and the Company shall upon request by the Purchaser, postpone
the Company Meeting to a date that is not more than 10 Business Days after the scheduled date of the Company Meeting but in any event
the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside
Date. |
| (7) | Nothing contained in this Agreement shall (i) prohibit the Board from complying with Section 2.17 of National Instrument 62-104 - Takeover Bids
and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of
an Acquisition Proposal that it determines is not a Superior Proposal, provided that the Company shall provide the Purchaser and its outside
legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable
amendments as requested by the Purchaser and its counsel; (ii) prohibit the Company or the Board from (a) complying with Rules 14d-9
and 14e-2(a) under the Exchange Act or similar Laws under other Securities Laws, including a “stop, look and listen” communication
(or any substantially similar communication) by the Board or the Special Committee, as applicable, to Shareholders pursuant to Rule 14d-9(f)
under the Exchange Act, or (b) complying with Item 1012(a) of Regulation M-A under the Exchange Act; or (iii) prohibit the Company or
the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the BCBCA or taking any
other action to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law; provided, however,
in each case that, notwithstanding that the Board shall be permitted to make such disclosure, the Board shall not be permitted to make
a Change in Recommendation other than as permitted by Section 5.4(1). |
| 5.5 | Breach by Subsidiaries and Representatives |
Without limiting the generality of the
foregoing, the Company shall advise its Subsidiaries and its and their Representatives of the prohibitions set out in this Article 5,
and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or its or their Representatives
will be deemed to be a breach of this Article 5 by the Company for which the Company will be responsible.
Article 6
CONDITIONS
| 6.1 | Mutual Conditions Precedent |
The Purchaser and the Company are not
required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole
or in part, by the mutual consent of the Purchaser and the Company:
| (1) | Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Shareholders
at the Company Meeting in accordance with the Interim Order. |
| (2) | Interim Order and Final Order. The Interim Order and the Final Order have each been obtained on
terms consistent with this Agreement and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser,
each acting reasonably, on appeal or otherwise. |
| (3) | Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise
prohibits or enjoins the Company or the Purchaser from consummating the Arrangement. |
| (4) | Exchange Approval. The Stock Exchange Approval shall have been obtained and will be in force and
shall not have been rescinded. |
| 6.2 | Additional Conditions Precedent to the Obligations of the Purchaser |
The Purchaser is not required to complete
the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser
and may only be waived, in whole or in part, by the Purchaser in its sole discretion:
| (1) | Representations and Warranties. The representations and warranties of the Company set forth (i)
in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation]
and (5(a)) [Non-Contravention with Constating Documents], of Schedule C shall be true and correct in all material respects as of
the date of this Agreement and as of the Effective Time, as if made as of such time (except for representations and warranties made as
of a specified date, the accuracy of which shall be determined as of such specified date); (ii) in Paragraphs (6) [Capitalization],
(8) [Subsidiaries] and (39) [Brokers] of Schedule C shall be true and correct in all respects (except for de minimis inaccuracies)
as of the date of this Agreement and as of the Effective Time, as if made as of such time (except for representations and warranties made
as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) the other representations and
warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective
Time as if made as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be
determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be
so true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference
to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties
shall be ignored); and the Company has delivered a certificate confirming same to the Purchaser, executed by any two (2) senior officers
of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date. |
| (2) | Performance of Covenants. The Company has fulfilled or complied in all material respects with each
of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time,
and the Company has delivered a certificate confirming same to the Purchaser, executed by two (2) senior officers of the Company (in each
case without personal liability) addressed to the Purchaser and dated the Effective Date. |
| (3) | Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be
continuing a Material Adverse Effect. |
| (4) | FDI Regulatory Approval. The FDI Regulatory Approval shall have been made, given or obtained and
each is in force and has not been rescinded or modified. |
| 6.3 | Additional Conditions Precedent to the Obligations of the Company |
The Company is not required to complete
the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and
may only be waived, in whole or in part, by the Company in its sole discretion:
| (1) | Representations and Warranties. The representations and warranties of the Purchaser set forth in
(i) Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation]
and (5(a)) [Non-Contravention with Constating Documents] of Schedule D shall be true and correct in all material respects as of
the date of this Agreement and as of the Effective Time, as if made as of such time (except for representations and warranties made as
of a specified date, the accuracy of which shall be determined as of such specified date), and (ii) the other representations and warranties
of the Purchaser set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the
Effective Time as if made as of such time (except for representations and warranties made as of a specified date, the accuracy of which
shall be determined as of such specified date), except where the failure to be so true and correct in all respects, individually and in
the aggregate, would not reasonably be expected to prevent or materially impede the consummation of the Arrangement; and the Purchaser has delivered a certificate confirming same to the Company, executed by any two (2) senior
officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date. |
| (2) | Performance of Covenants. The Purchaser has fulfilled or complied in all material respects with
each of the covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective
Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) of its senior officers (in each
case without personal liability) addressed to the Company and dated the Effective Date. |
| (3) | Deposit of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of
the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being
satisfied as of the Effective Time), the Purchaser shall have complied with its obligations in Section 2.8 and the Depositary shall have
confirmed receipt of the funds and Purchaser Shares required to effect payment in full of the aggregate Consideration to be paid pursuant
to the Arrangement. |
| 6.4 | Satisfaction of Conditions |
The conditions precedent set out in Section 6.1,
Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time. For
greater certainty, and notwithstanding the terms of any escrow agreement entered into between the Purchaser and the Depositary, all funds
held in escrow by the Depositary pursuant to Section 2.8 shall be deemed to be released from escrow, without any further act or formality
required on the part of any Person, at the Effective Time.
Article 7
TERM AND TERMINATION
This Agreement shall be effective from
the date of this Agreement until the earlier of (a) the Effective Time and (b) the termination of this Agreement in accordance with its
terms.
| (1) | This Agreement may be terminated prior to the Effective Time by: |
| (a) | the mutual written agreement of the Parties; or |
| (b) | either the Company or the Purchaser if: |
| (i) | the Company Meeting is duly convened and held and the Arrangement Resolution is voted on by Shareholders
and not approved by the Shareholders as required by the Interim Order provided that a Party may not terminate this Agreement pursuant
to this Section 7.2(1)(b)(i) if the failure to obtain the approval of the Shareholders has been caused by, or is a result of, a breach
by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under
this Agreement; |
| (ii) | after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes
the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement,
and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant
to this Section 7.2(1)(b)(ii) has used commercially reasonable efforts (or in respect of the Regulatory Approvals, the efforts required
by Section 4.5 (to the extent within its control)), as applicable, to prevent, appeal or overturn such Law or otherwise have it lifted
or rendered non-applicable in respect of the Arrangement and provided further that a Party may not terminate this Agreement pursuant to
this Section 7.2(1)(b)(ii) if the enactment, making, enforcement or amendment of such Law has been caused by, or is a result of, a breach
by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under
this Agreement; or |
| (iii) | the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate
this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is
a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants
or agreements under this Agreement; or |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part
of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser Representations and Warranties
Condition] or Section 6.3(2) [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable
of being cured or is not cured in accordance with the terms of Section 4.12(3); provided that any wilful breach shall be deemed to
be incapable of being cured and provided further that the Company is not then in breach of this Agreement so as to cause any condition
in Section 6.2(1) [Company Representations and Warranties Condition] or Section 6.2(2) [Company Covenants Condition]
not to be satisfied; |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part
of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [Company Representations and Warranties
Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable
of being cured or is not cured in accordance with the terms of Section 4.12(3); provided that any wilful breach shall be deemed to
be incapable of being cured and provided further that the Purchaser is not then in breach of this Agreement so as to cause any condition
in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition]
not to be satisfied; |
| (ii) | (A) the Board (with any interested directors abstaining) or the Special Committee fails to
unanimously recommend or withdraws, amends, modifies or qualifies the Board Recommendation or the Special Committee Recommendation,
as applicable, or publicly proposes or states its intention to do any of the foregoing; (B) the Board or the Special Committee
accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal;
(C) the Board or the Special Committee takes no position or remains neutral with respect to any publicly announced Acquisition
Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced
Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement of such Acquisition
Proposal will not constitute a Change in Recommendation provided the Board or the Special Committee, as applicable, has rejected
such Acquisition Proposal and affirmed the Board Recommendation or the Special Committee Recommendation, as applicable, by press
release by the end of such five (5) Business Day period (or in the event that the Company Meeting is scheduled to occur within such
five (5) Business Day period, by the end of the third (3rd) Business Day prior to the date of the Company Meeting)), (D)
the Board or the Special Committee fails to publicly reaffirm by press release (without qualification) the Board Recommendation or
the Special Committee Recommendation, as applicable, within five (5) Business Days after having been requested in writing by the
Purchaser to do so (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, prior
to the third (3rd) Business Day prior to the date of the Company Meeting) (in each of the cases set forth in Clause (A),
(B), (C) or (D), a “Change in Recommendation”) (provided that (1) a “stop, look and listen”
communication (or any substantially similar communication) by the Board or the Special Committee to the Shareholders pursuant to
Rule 14d-9(f) under the Exchange Act, or (2) the Board or the Special Committee making a public announcement advising or encouraging
the Shareholders to elect one form of Consideration over another as a result of the
occurrence of a Purchaser Material Adverse Effect, will not constitute a Change in Recommendation), (E) the Board or
the Special Committee accepts, approves, endorses or recommends to enter into any agreement in respect of an Acquisition Proposal
(other than a confidentiality and standstill agreement permitted in accordance with Section 5.3), or (F) the Company breaches
Article 5 in any material respect; or |
| (iii) | since the date of this Agreement, there has occurred a Material Adverse Effect. |
| (2) | Subject to Section 4.12(3), if applicable, the Party desiring to terminate this Agreement pursuant
to this Section 7.2 (other than pursuant to Section 7.2(1)(a) [Mutual Agreement]) shall give notice of such termination
to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right. |
| 7.3 | Effect of Termination/Survival |
If this Agreement is terminated pursuant
to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party
(or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement,
except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.13 shall
survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, Sections 2.4(5),
4.6(4), 4.6(5), 4.7(2), 4.9, 7.3 and 8.2 through to and including Section 8.15 and the provisions of the Confidentiality Agreement
(in the case of the Confidentiality Agreement pursuant to the terms set out therein) shall survive, and provided further that no Party
shall be relieved of any liability for its fraud or a wilful breach by such Party of this Agreement.
Article 8
GENERAL PROVISIONS
| (1) | This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the
holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further
notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and Final Order and
Laws: |
| (a) | change the time for performance of any of the obligations or acts of the Parties; |
| (b) | waive any inaccuracy or modify any representation or warranty contained in this Agreement or in any document
delivered pursuant to this Agreement; |
| (c) | waive compliance with or modify any of the covenants contained in this Agreement and waive or modify performance
of any of the obligations of the Parties; and/or |
| (d) | waive compliance with or modify any mutual conditions contained in this Agreement. |
| (1) | Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement
shall be paid by the Party incurring such cost or expense. |
| (2) | If this Agreement is terminated: |
| (a) | by any Party pursuant to Section 7.2(1)(b)(i) [Failure to obtain Required Shareholder Approval],
provided that a Change in Recommendation has not occurred and the failure to obtain
the Required Shareholder Approval has not been caused by, and is not a result of, a breach by the Company of any of its representations
or warranties or the failure of the Company to perform any of its covenants or agreements under this Agreement that would cause any condition
in Section 6.2(1) [Company Representations and Warranties Condition] or Section 6.2(2) [Company Covenants Condition]
not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.12(3);
provided that any wilful breach shall be deemed to be incapable of being cured; or |
| (b) | by the Company pursuant to Section 7.2(1)(c)(i) [Purchaser Breach], |
the Purchaser shall
promptly reimburse the Company for actual and documented expenses incurred in connection with the transactions contemplated by this Agreement
up to a maximum amount equal to $10,000,000 (the “Expense Reimbursement Amount”), by wire transfer of
immediately available funds within two (2) Business Days of the termination of this Agreement.
| (3) | If this Agreement is terminated: |
| (a) | by the Purchaser pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation, etc.]; |
| (b) | by any Party pursuant to Section 7.2 in the event that (i) the Company Meeting is duly convened and held
and the Required Shareholder Approval is not obtained; and (ii) prior to the Company Meeting, a Change in Recommendation occurs; or |
| (c) | the termination of this Agreement by the Purchaser pursuant to Section 7.2(1)(d)(i) [Company Breach], |
the Company shall promptly
reimburse the Purchaser for actual and documented expenses incurred in connection with the transactions contemplated by this Agreement
up to a maximum amount equal to the Expense Reimbursement Amount, by wire transfer of immediately available funds within two (2) Business
Days of the termination of this Agreement.
| (4) | For greater certainty, in no event shall a Party be obligated to pay the Expense Reimbursement Amount
on more than one occasion. |
Any notice, or other communication given
regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:
TELUS International (Cda) Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇
| |
Attention: |
▇▇▇▇▇▇ ▇▇▇▇▇, SVP, CLO & Corporate
Secretary |
| |
email: |
▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
▇▇▇▇▇, ▇▇▇▇▇▇ & Harcourt LLP
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
|
Attention: |
▇▇▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| |
email: |
▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ |
and with a copy (which shall not constitute
notice) to:
▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
New York, NY 10019-6064
United States of America
|
Attention: |
▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇▇ |
| |
email: |
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ |
with a copy (which shall not constitute
notice) to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Toronto ON, M5K 1E6
Canada
| |
Attention: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ |
| |
email: |
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇ |
TELUS Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
Vancouver, British Columbia
V6B 0M3, Canada
| |
Attention: |
▇▇▇▇ ▇▇▇▇▇▇, EVP & Chief
Financial Officer |
| |
email: |
▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ |
with a copy (which shall not constitute
notice) to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
| |
Attention: |
▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| |
email: |
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇;
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
|
and with a copy (which shall not constitute
notice) to:
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
New York, New York
10022
United States of America
| |
Attention: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
| |
email: |
▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇;
▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
Any notice or other communication is deemed
to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and
the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight
courier, on the next Business Day, or (iii) if sent by email, on the Business Day following the date of confirmation of transmission
by the originating email. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is
for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send
a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.
Time is of the essence in this Agreement.
Subject to the provisions of this Agreement,
the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the
other Party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the
transactions or events set out in the Plan of Arrangement.
| (1) | The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy
at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief, including specific performance,
to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any
requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief,
including specific performance, this being in addition to any other remedy to which the Parties may be entitled at law or in equity. |
| (2) | Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided
for herein and the Parties further agree that (i) by seeking the remedies provided for in this Section 8.6, a Party shall not in
any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including any monetary
damages, provided that under no circumstances will a Party be entitled to both a grant of specific performance or other equitable remedies
provided for in this Section 8.6 and any monetary damages), and (ii) nothing set forth in this Section 8.6 shall require any
Party hereto to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under
this Section 8.6 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts
due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to this Section 8.6
or anything set forth in this Section 8.6 restrict or limit any Party’s right to terminate this Agreement in accordance with
the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter. |
| 8.7 | Third Party Beneficiaries |
| (1) | Except as provided in Section 4.7(2), Section 4.9 and Section 4.13 which, without limiting their
terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to
in this Section 8.7 as the “Third Party Beneficiaries”), the Parties intend that this Agreement will not benefit
or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall
be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. |
| (2) | Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights
against the applicable Party under Section 4.7(2), Section 4.9 and Section 4.13, which are intended for the benefit of, and
shall be enforceable by, each Third Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the
Company confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf. |
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.
This Agreement, together with the Company
Disclosure Letter and the Confidentiality Agreement constitute the entire agreement between the Parties with respect to the transactions
contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written,
of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory
or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.
The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing
the transactions contemplated by this Agreement.
| 8.10 | Successors and Assigns |
| (1) | This Agreement becomes effective only when executed by the Company and the Purchaser. After that time,
it will be binding upon and enure to the benefit of the Company and the Purchaser and their respective successors and permitted assigns. |
| (2) | Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable
by any Party without the prior written consent of the other Parties. Notwithstanding the foregoing, the Company agrees that the Purchaser
may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its
affiliates, provided that it shall continue to be liable jointly and severally with such affiliate for all of its obligations hereunder. |
If any provision of this Agreement is
determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement
and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled
to the fullest extent possible.
| (1) | This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province
of British Columbia and the federal laws of Canada applicable therein. |
| (2) | Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts
situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient
forum. |
| 8.13 | Rules of Construction |
The Parties to this Agreement waive the
application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against
the party drafting such agreement or other document.
No director or officer of the Purchaser
or any of its Subsidiaries shall have any personal liability whatsoever to the Company or any third party beneficiary under this Agreement
or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or any of its Subsidiaries.
No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under
this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any
of its Subsidiaries.
This Agreement may be executed in any
number of counterparts (including counterparts by electronic copies) and all such counterparts taken together shall be deemed to constitute
one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and
such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF the Parties have executed
this Arrangement Agreement as of the date first written above.
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TELUS INTERNATIONAL (CDA) INC. |
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By: |
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Authorized Signing Officer |
Schedule A
PLAN OF ARRANGEMENT
PLAN OF ARRANGEMENT UNDER SECTION 288
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
Article 1
INTERPRETATION
Unless indicated otherwise,
where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement
and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):
“2021 Omnibus Long-Term Incentive Plan”
means the Omnibus Long-Term Incentive Plan which became effective on the effective date of the Company’s initial public offering
and was amended and restated effective May 15, 2025.
“2023 PSUs” means PSUs granted
in the Company’s fiscal year ended December 31, 2023.
“2024-2025 PSUs” means PSUs
granted in the Company’s fiscal years ended December 31, 2024 and 2025, excluding PFG PSUs.
“2025 RSUs” mean RSUs granted
to Company Employees which vest in whole or in the Company’s fiscal year ending December 31, 2025.
“Affected Securities” means,
collectively, the Shares and the Options.
“Aggregate Shares Elected”
means the aggregate number of Purchaser Shares that would be issuable to Share Electing Shareholders and Combination Electing Shareholders
before giving effect to the proration provision of Section 2.5.
“Arrangement” means an arrangement
of the Company under section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject
to any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1 or made at the direction
of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
“Arrangement Agreement”
means the arrangement agreement made as of September 1, 2025 among the Company and the Purchaser (including the Schedules thereto) as
it may be amended, modified or supplemented from time to time in accordance with its terms.
“Arrangement Resolution”
means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by Shareholders.
“BCBCA” means the Business
Corporations Act (British Columbia).
“Business
Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business
in Toronto, Ontario, Vancouver, British Columbia or New York, New York.
“Cash Consideration” means
$4.50 in cash per Share.
“Closing” means the closing
of the transactions contemplated by the Arrangement Agreement.
“Code” means the United States
Internal Revenue Code of 1986, as amended and the Treasury Regulations.
“Combination Consideration”
means consideration per Share consisting of 50% of the Cash Consideration and 50% of the Share Consideration.
“Combination Electing Shareholders”
means Shareholders who have elected to receive the Combination Consideration in accordance with Section 2.4(1).
“Company” means TELUS International
(Cda) Inc., a corporation incorporated under the laws of the Province of British Columbia.
“Company Circular” means
the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to,
and information incorporated by reference in, such management information circular, to be sent to Shareholders in connection with the
Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.
“Company Meeting” means the
special meeting of Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement,
to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be
set out in the Company Circular and agreed to in writing by the Purchaser.
“Consideration” means,
subject to proration as set forth in Section 2.5, the Cash Consideration, the Share Consideration or the Combination Consideration,
as set out in this Plan of Arrangement.
“Court” means the Supreme
Court of British Columbia.
“Depositary” means such
Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting
reasonably.
“Director RSUs” mean RSUs
granted to directors of the Company which vest in the Company’s fiscal years ending December 31, 2026 and 2027.
“Dissent Rights” has the
meaning specified in Section 3.1.
“Dissenting Holder” means
a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise
of Dissent Rights.
“DRS Advice” has the meaning
ascribed thereto in Section 4.1(3).
“Effective Date” means the
date on which the Closing occurs.
“Effective Time” means 12:01
a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.
“Election Deadline” has the
meaning ascribed thereto in Section 2.4(4).
“Exchange Ratio” means 0.273.
“Exercise Price” means,
in respect of each Option that (a) has an exercise price denominated in U.S. dollars, such U.S. dollar denominated exercise price; or
(b) has an exercise price denominated in Canadian dollars, the U.S. Equivalent of such Canadian dollar denominated exercise price.
“Final Order” means the final
order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order
may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the
Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment
is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.
“Governmental
Entity” means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal,
local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner,
board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (b) any subdivision
or authority of any of the above; (c) any quasi-governmental or private body, including any agency or self-regulatory organization, exercising
any regulatory, supervisory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) the Exchanges.
“In the Money Amount” means
in respect of an Option at any time, the amount, if any, by which the fair market value, at that time, of a Share subject to such Option
exceeds the exercise price per Share under such Option.
“Incentive Securities” means,
collectively, the Options, the RSUs and the PSUs.
“Interim Order” means the
interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things,
the calling and holding of the Company Meeting, as such order may be amended, modified or varied by the Court with the consent of the
Company and the Purchaser, each acting reasonably.
“Law”
means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention,
ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign,
enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking,
property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental
Entity, as amended unless expressly specified otherwise.
“Letter of Transmittal and Election
Form” means the letter of transmittal and Election Form sent to holders of Shares for use in connection with the Arrangement.
“Lien” means any mortgage,
charge, pledge, encumbrance, hypothec, lien, security interest, prior claim, encroachment, option, right of first refusal or first offer,
occupancy right, defect of title, restriction or adverse right, claim, option or lien (statutory or otherwise), in each case, whether
contingent or absolute.
“Maximum Share Consideration”
means an aggregate number of Purchaser Shares equal to (a) the number of Shares that are outstanding (excluding Shares in respect of
which Dissent Rights have been exercised, and Shares held by the Purchaser and affiliates of the Purchaser) immediately prior to the
Effective Time, multiplied by (b) the Share Consideration multiplied by (c) 0.25.
“Multiple Voting Shares”
means the multiple voting shares in the capital of the Company.
“Non-Specified RSU” means
all RSUs other than Specified RSUs.
“Options” means all the outstanding
options to purchase Subordinate Voting Shares pursuant to the 2021 Omnibus Long-Term Incentive Plan.
“Parties” means, collectively,
the Company and the Purchaser and “Party” means either one of them.
“Person” includes any individual,
partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government
(including a Governmental Entity), syndicate or other entity, whether or not having legal status.
“PFG PSUs” means PSUs granted
on September 16, 2024 under the Company’s “Passion for Growth Awards” program.
“Plan of Arrangement” means
this plan of arrangement proposed under section 288 of the BCBCA, and any amendments or variations made in accordance with the Arrangement
Agreement and Section 5.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company
and the Purchaser, each acting reasonably.
“PSUs” means the performance
share units of the Company granted under the 2021 Omnibus Long-Term Incentive Plan.
“Purchaser” means TELUS Corporation,
a corporation existing under the laws of the Province of British Columbia.
“Purchaser Share Price” means
$16.49.
“Purchaser Shares” means,
collectively, the common shares in the capital of the Purchaser.
“Replacement Option” has
the meaning ascribed thereto in Section 2.3(3).
“Replacement Option Exercise Price”
has the meaning ascribed thereto in Section 2.3(3).
“RSUs” means the restricted
share units of the Company granted under the 2021 Omnibus Long-Term Incentive Plan.
“Share Consideration” means 0.273 of a Purchaser Share for each Share.
“Share Electing Shareholders”
has means Shareholders who have elected to receive the Share Consideration in accordance with Section 2.4(1).
“Share Proration Factor”
means the result obtained by dividing the Maximum Share Consideration by the Aggregate Shares Elected.
“Shareholders” means the
registered and/or beneficial holders of Shares, as the context requires.
“Shares” means the Multiple
Voting Shares and the Subordinate Voting Shares and includes, for greater certainty, any Shares issued upon the settlement of Incentive
Securities.
“Specified RSUs” means the
2025 RSUs and the Director RSUs.
“Subordinate Voting Shares”
means the subordinate voting shares in the capital of the Company.
“Surviving 2023 PSU”
has the meaning ascribed thereto in Section 2.3(5)(a).
“Surviving 2024-2025 PSU”
has the meaning ascribed thereto in Section 2.3(5)(b).
“Surviving PFG PSU” has
the meaning ascribed thereto in Section 2.3(5)(c).
“Surviving PSU” has the
meaning ascribed thereto in Section 2.3(5)(c).
“Surviving RSU” has the meaning
ascribed thereto in Section 2.3(4).
“Tax” or “Taxes”
means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, escheat 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, use, value-added,
excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’
compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or
export, and including all license and registration fees and all employment 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); and (c) any liability for the payment of any
amounts of the type described in clauses (a) or (b) above as a result of any obligation to indemnify any other Person or as a result of
being a “transferee” (within the meaning of section 160 of the Tax Act or any other Laws) of another taxpayer or entity or
a member of a related, successor, non-arm’s length, affiliated or combined group.
“Tax Act” means the Income
Tax Act (Canada).
“U.S. Equivalent” means,
in respect of each Option that has an exercise price denominated in Canadian dollars, the amount of such exercise price expressed in
U.S. dollars calculated on the basis of the daily exchange rate posted by the Bank of Canada for conversions of Canadian dollars to U.S.
dollars on the Business Day immediately preceding the Effective Date.
“U.S. Securities Laws” means
the United States Securities Act of 1933, the United States Securities Exchange Act of 1934 and applicable U.S. state securities
laws, together with the rules and regulations thereunder.
| 1.2 | Certain Rules of Interpretation |
In this Plan of Arrangement,
unless otherwise specified:
| (1) | Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion
of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. |
| (2) | Currency. All references to dollars or to $ are references to U.S. dollars, unless specified otherwise. |
| (3) | Gender and Number. Any reference to gender includes all genders. Words importing the singular number
only include the plural and vice versa. |
| (4) | Certain Phrases, etc. The words (a) “including”,
“includes” and “include”
mean “including (or includes or include) without limitation,”
(b) “the aggregate of”, “the
total of”, “the sum of”,
or a phrase of similar meaning means “the aggregate
(or total or sum), without duplication, of,” and (c) unless stated otherwise, “Article”, “Section”, and
“Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to
this Plan of Arrangement. |
| (5) | Statutes. Any reference to a statute refers to such statute and all rules, resolutions 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. |
| (6) | 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. on the last day of the period, if the last day of the period is a Business Day, or at 4:30
p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted
to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on
the next succeeding day which is a Business Day. |
| (7) | Time References. References to time herein or in any Letter of Transmittal and Election Form are
to local time, Toronto, Ontario. |
Article 2
THE ARRANGEMENT
This Plan of Arrangement
is made pursuant to the Arrangement Agreement.
This Plan of Arrangement
and the Arrangement, at the Effective Time, will become effective, and be binding on the Purchaser, the Company, all registered and beneficial
owners of Shares and Incentive Securities including Dissenting Holders, the registrar and transfer agent of the Company, the Depositary
and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.
At the Effective Time each
of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act
or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:
| (1) | each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised
shall be deemed to have been transferred without any further act or formality to the Purchaser, and: |
| (a) | such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as Shareholders
other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1; |
| (b) | such Dissenting Holders’ names shall be removed from the registers of holders of Shares maintained
by or on behalf of the Company; and |
| (c) | the Purchaser shall be deemed to be the transferee of such Shares, and shall be entered in the register
of Shares maintained by or on behalf of the Company and shall be deemed to be the legal and beneficial owner thereof; |
| (2) | each Share outstanding immediately prior to the Effective Time, other than Shares held by a Dissenting
Holder who has validly exercised such holder’s Dissent Rights or by the Purchaser, shall, without any further action by or on behalf
of a Shareholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the applicable Consideration,
in each case in accordance with the election or deemed election of Shareholders pursuant to Section 2.4(3), and: |
| (a) | the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders
of such Shares other than the right to be paid the applicable Consideration in accordance with this Plan of Arrangement; |
| (b) | such holders’ names shall be removed from the register of the Shares maintained by or on behalf
of the Company; and |
| (c) | the Purchaser shall be deemed to be the transferee of such Shares and shall be entered in the register
of the Shares maintained by or on behalf of the Company; |
| (a) | each Option outstanding immediately prior to the Effective Time that has not been duly exercised
(whether vested or unvested) shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, without
any further action by or on behalf of the holder thereof, be deemed to be assigned and transferred by the holder thereof to the
Company in exchange for an option granted by the Purchaser (each, a “Replacement Option”) entitling the holder thereof
to purchase from the Purchaser that number of Purchaser Shares equal to: (a) the Exchange Ratio multiplied by (b) the number of
Subordinate Voting Shares subject to such Option immediately prior to the Effective Time, provided that if the foregoing would
result in the issuance of a fraction of a Purchaser Share on any particular exercise of Replacement Options, then the number of
Purchaser Shares otherwise purchasable shall be rounded down to the nearest whole number of Purchaser Shares (with all future
exercises that are effected concurrently by a holder of Replacement Options being aggregated before any such reduction is effected);
and which Replacement Option shall (i) provide for an exercise price for each whole Purchaser Share (the “Replacement Option
Exercise Price”) that may be purchased under such Replacement Option (rounded up to the nearest whole cent) equal to: (x) the
exercise price per Subordinate Voting Share otherwise purchasable pursuant to such Option immediately prior to the Effective Time,
divided by (y) the Exchange Ratio, provided that the aggregate exercise price payable on any exercise of Replacement Options shall
be rounded up to the nearest whole cent (with all future exercises that are effected concurrently by a holder of Replacement Options
being aggregated before any such increase is effected), and (ii) be issued under and governed by the 2021 Omnibus Long-Term
Incentive Plan, and all terms and conditions of a Replacement Option, including the term to expiry or vesting, conditions to and
manner of exercise or settlement, and any terms governing the effect of termination of a holder’s employment or engagement,
shall, subject to this Section 2.3(3)(a), be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the applicable
grant agreement of the Option for which it was exchanged, and the grant agreement previously evidencing such Option shall thereafter
evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing: (A) if necessary to satisfy the
requirements of subsection 7(1.4) of the Tax Act in respect of the exchange of an Option for a Replacement Option pursuant to this
Section 2.3(3)(a), the Replacement Option Exercise Price shall automatically be, and shall be deemed to be, adjusted, by the amount,
and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option immediately after the exchange
does not exceed the In the Money Amount of the Option to which such Replacement Option relates immediately before the exchange; (B)
for any Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code,
it is intended that such adjustment described in prong (A) of this Section 2.3(3)(a) will comply with Treasury Regulation Section
1.424(1)(a); and (C) for any Option that is a nonqualified option held by a U.S. taxpayer, it is intended that such adjustment
described in prong (A) of this Section 2.3(3)(a) will be implemented in a manner intended to comply with Section 409A of the Code. |
| (a) | each Specified RSU outstanding immediately prior to the Effective Time (whether vested or unvested)
shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, without any further action by or on
behalf of the holder thereof, be deemed to be assigned and transferred by the holder thereof to the Company in exchange for an
amount in cash from the Company equal to the Cash Consideration, in each case with such amounts to be paid to the applicable holders
in accordance with Section 4.1(2) less any applicable withholdings pursuant to Section 4.3, and each such Specified RSU shall
immediately be cancelled and all of the Company’s obligations with respect to each such Specified RSU shall be deemed to be
fully satisfied. |
| (b) | each Non-Specified RSU outstanding immediately
prior to the Effective Time (whether vested or unvested) (a “Surviving RSU”),
shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding
and shall thereafter entitle the holder thereof to receive, for no additional consideration,
such number of Purchaser Shares (or the cash equivalent thereof, and less any applicable
withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable
upon the vesting of such Non-Specified RSU immediately prior to the Effective Time, multiplied
by (b) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Shares;
such Surviving RSU shall be governed by the 2021 Omnibus Long-Term Incentive Plan, and all
terms and conditions of a Surviving RSU, including the term to expiry or vesting, conditions
to and manner of settlement (including, as specified in the applicable grant agreement, the right to receive Purchaser Shares,
the cash equivalent thereof, or a combination of both upon settlement at the election of
the Purchaser), and any terms governing the effect of termination of a holder’s employment
or engagement, shall, subject to this Section 2.3(4)(b), be the same as set out in the 2021
Omnibus Long-Term Incentive Plan and the applicable grant agreement of the Non-Specified
RSU, and the grant agreement previously evidencing such Non-Specified RSU shall thereafter
evidence and be deemed to evidence such Surviving RSU; for purposes of applicable U.S. Securities
Laws, such Non-Specified RSUs outstanding immediately prior to the Effective Time shall be
deemed to be exchanged for such Surviving RSUs; |
| (a) | each 2023 PSU outstanding immediately prior
to the Effective Time (whether vested or unvested) (each a “Surviving 2023 PSU”
and collectively, the “Surviving 2023 PSUs”), shall, substantially in accordance with the terms
of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding and shall thereafter
entitle the holder thereof to receive, for no additional consideration, such number of Purchaser
Shares (or the cash equivalent thereof, and less any applicable withholdings) as is equal
to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such
2023 PSU immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded
down to the nearest whole number of Purchaser Shares; such Surviving 2023 PSU shall be governed
by the 2021 Omnibus Long-Term Incentive Plan, and all terms and conditions of a Surviving
2023 PSU, including the term to expiry or vesting (including any applicable performance criteria
and/or other vesting conditions, but subject to such adjustments as the Board may deem fair
and reasonable as a result of the completion of the Arrangement), conditions to and manner
of settlement (including, as specified in the applicable grant agreement, the right to receive Purchaser Shares, the cash
equivalent thereof, or a combination of both upon settlement at the election of the Purchaser),
and any terms governing the effect of termination of a holder’s employment or engagement,
shall, subject to this Section 2.3(5)(a), be the same as set out in the 2021 Omnibus Long-Term
Incentive Plan and the applicable grant agreement of the 2023 PSU, and the grant agreement previously
evidencing such 2023 PSU shall thereafter evidence and be deemed to evidence such Surviving 2023 PSU;
for purposes of applicable U.S. Securities Laws, such 2023 PSUs outstanding immediately prior
to the Effective Time shall be deemed to be exchanged for such Surviving 2023 PSUs; and |
| (b) | each 2024-2025 PSU outstanding immediately
prior to the Effective Time (whether vested or unvested) (each a “Surviving 2024-2025
PSU” and collectively, the “Surviving 2024-2025 PSUs”), shall, substantially
in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding
and shall thereafter entitle the holder thereof to receive, for no additional consideration,
such number of Purchaser Shares (or the cash equivalent thereof, and less any applicable
withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable
upon the vesting of such 2024-2025 PSU immediately prior to the Effective Time, multiplied
by (b) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Shares;
such Surviving 2024-2025 PSU shall be governed by the 2021 Omnibus Long-Term Incentive Plan,
and all terms and conditions of a Surviving 2024-2025 PSU, including the term to expiry or
vesting, conditions to and manner of settlement (including, as specified in the applicable
grant agreement, the right to receive Purchaser Shares, the cash equivalent thereof, or a
combination of both upon settlement at the election of the Purchaser), and any terms governing
the effect of termination of a holder’s employment or engagement, shall, subject to
this Section 2.3(5)(b), be the same as set out in the 2021 Omnibus Long-Term Incentive Plan
and the applicable grant agreement of the 2024-2025 PSU, provided, however, that,
in accordance with the terms of the 2021 Omnibus Long Term Incentive Plan, (i) any performance
vesting criteria and multipliers in respect of the Company’s “Relative TSR”
(within the meaning of the applicable grant agreement in respect of such 2024-2025 PSU) shall
be deemed inapplicable and (ii) any performance vesting criteria and multipliers in respect
of the Company’s “Organic Revenue Growth” targets (within the meaning of
the applicable grant agreement in respect of such 2024-2025 PSU) shall be amended in accordance
with Company’s budget approved by the Board, and the grant agreement previously evidencing
such 2024-2025 PSU shall thereafter evidence and be deemed to evidence such Surviving 2024-2025
PSU; for purposes of applicable U.S. Securities Laws, such 2024-2025 PSUs outstanding immediately
prior to the Effective Time shall be deemed to be exchanged for such Surviving 2024-2025
PSUs; |
| (c) | each PFG PSU outstanding immediately prior to the Effective Time (whether vested or unvested) (each
a “Surviving PFG PSU” and collectively, the “Surviving PFG PSUs” and, together with the
Surviving 2023 PSUs and the Surviving 2024-2025 PSUs, the “Surviving PSUs”), shall, substantially in accordance
with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding and shall thereafter entitle the holder thereof to
receive, for no additional consideration, such number of Purchaser Shares (or the cash equivalent thereof, and less any applicable
withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such PFG PSU
immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Purchaser
Shares; such Surviving PFG PSU shall be governed by the 2021 Omnibus Long-Term Incentive Plan, and all terms and conditions of a
Surviving PFG PSU, including the term to expiry or vesting, conditions to and manner of settlement (including, as specified in the
applicable grant agreement, the right to receive Purchaser Shares, the cash equivalent thereof, or a combination of both upon
settlement at the election of the Purchaser), and any terms governing the effect of termination of a holder’s employment or
engagement, shall, subject to this Section 2.3(5)(c), be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the
applicable grant agreement of the PFG PSU, provided, however, that, in accordance with the terms of the 2021 Omnibus Long
Term Incentive Plan, all performance vesting criteria and multipliers in respect of each such Surviving PFG PSU shall be deemed to be
inapplicable, such that each such Surviving PFG PSU shall only be subject to the time-based vesting criteria applicable thereto
immediately prior to the Effective Time, the vesting period of such Surviving PFG PSU shall be extended to on or about November 20, 2027,
and the grant agreement previously evidencing such PFG PSU shall thereafter evidence and be deemed to evidence such Surviving PFG
PSU; for purposes of applicable U.S. Securities Laws, such PFG PSUs outstanding immediately prior to the Effective Time shall be
deemed to be exchanged for such Surviving PFG PSUs; and |
| (6) | (a) each holder of Non-Specified RSUs or PSUs shall cease to be a holder of such Non-Specified RSUs
and PSUs and shall be deemed to be the holder of Surviving RSUs or Surviving PSUs, in each case as of the times
specified in Sections 2.3(4), or 2.3(5), as applicable, and (b) any and all other awards or similar agreements relating
to the Non-Specified RSUs and PSUs shall be terminated and shall be of no further force and effect.] |
With respect to the transfer
and assignment of Shares effected pursuant to Section 2.3(2):
| (1) | each Shareholder (other than a Dissenting Holder and other than the Purchaser) may elect to receive, in
respect of all of its Shares transferred, either the Cash Consideration, the Share Consideration or the Combination Consideration, subject
to proration as set forth in Section 2.5 and rounding and fractional adjustments as set forth in Section 2.7; |
| (2) | such election, as provided for in Section 4.1(3), shall be made by depositing with the Depositary, on
or prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election,
together with, as applicable, any certificates representing such Shares; |
| (3) | any Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election
Form on or prior to the Election Deadline, or otherwise fails to comply with the requirements of this Section 2.3(3) and the Letter of Transmittal
and Election Form (including Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid
fair value for Shares in respect of which they have exercised Dissent Rights), shall be deemed to have elected to receive, for each Share,
the Combination Consideration for such Share; |
| (4) | Letters of Transmittal and Election Forms must be received by the Depositary on or before the date that
is three (3) Business Days prior to the date of the Company Meeting (the “Election Deadline”), unless otherwise
agreed in writing by the Purchaser and the Company; and |
| (5) | any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable
and may not be withdrawn by a Shareholder. |
With respect to the transfer
and assignment of Shares effected pursuant to Section 2.3(2):
| (1) | The maximum number of Purchaser Shares that may, in the aggregate, be issued to the Shareholders in consideration for their Shares (excluding
Shares in respect of which Dissent Rights have been exercised and Shares held by the Purchaser and affiliates of the Purchaser) shall
not exceed the Maximum Share Consideration; and |
| (2) | if the Aggregate Shares Elected exceeds the Maximum Share Consideration, the number of Purchaser Shares issuable to the Share Electing
Shareholders and the Combination Electing Shareholders shall be limited to the Maximum Share Consideration and shall be allocated pro
rata among such Share Electing Shareholders and Combination Electing Shareholders by multiplying, in each case, (i) the number of Purchaser
Shares such Share Electing Shareholder or Combination Electing Shareholder would have, absent the application of this Section 2.5(2),
received by (ii) the Share Proration Factor, and each such Share Electing Shareholder and Combination Electing Shareholder shall receive
cash as consideration for the balance of the Purchaser Shares to which such Share Electing Shareholder or Combination Electing Shareholder
would otherwise have been entitled and which exceeds the Purchaser Shares so allocated to such Share Electing Shareholder or Combination
Electing Shareholder (calculated by valuing each Purchaser Share at the Purchaser Share Price), subject to rounding and fractional adjustments
as set forth in Section 2.7. |
| 2.6 | No Section 85 Election |
The Purchaser does not intend
to, and shall not be required to, execute or file any joint income tax election pursuant to subsection 85(1) or subsection 85(2) of the
Tax Act, or any analogous provision of provincial income tax law, with any Shareholder receiving Purchaser Shares as consideration for
the sale of their Shares pursuant to this Plan of Arrangement.
| 2.7 | No Fractional Purchaser Shares and Rounding of Cash Consideration. |
| (1) | In no event shall any Shareholder be entitled to receive a fractional Purchaser Share under this Plan
of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Shareholder as consideration under this Plan of Arrangement
would result in a fraction of a Purchaser Share being issuable (a) the number of Purchaser Shares to be issued to such Shareholder shall
be rounded down to the closest whole number; and (b) such Shareholder shall receive a cash payment (rounded down to the nearest whole
$0.01) equal to the product of the (i) Purchaser Share Price; and (ii) the fractional Purchaser Share amount. |
| (2) | If the aggregate cash amount a Shareholder is entitled to receive under the Arrangement would otherwise
include a fraction of $0.01, then the aggregate cash amount such Shareholder shall be entitled to receive shall be rounded down to the
nearest whole $0.01. |
| 2.8 | Adjustment to Share Consideration |
In the event that, after
the date of the Arrangement Agreement and prior to the Closing, the Purchaser changes the number of Purchaser Shares issued and outstanding
as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization,
subdivision, or other similar transaction, the Share Consideration shall be equitably adjusted to eliminate the effects of such event
on the Share Consideration.
Article 3
RIGHTS OF DISSENT
Registered Shareholders
as of the record date of the Company Meeting who are registered Shareholders prior to the deadline for exercising dissent rights may exercise
dissent rights with respect to all Shares held by such holders (“Dissent Rights”) in connection with the Arrangement
pursuant to and in the manner set forth in section 242 and 247 of the BCBCA, as modified by the Interim Order, the Final Order and this
Section 3.1; provided that, notwithstanding section 242 of the BCBCA, the written objection to the Arrangement Resolution setting
forth the objection of such registered Shareholders to the Arrangement and exercise of Dissent Rights must be received by the Company
not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Company Meeting (as it may be
adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred
the Shares held by them to the Purchaser, as provided in Section 2.3(1) and if they:
| (1) | ultimately are entitled to be paid fair value for such Shares: (a) shall be deemed not to have participated
in the transactions in Article 2 (other than Section 2.3(1)); (b) will be entitled to be paid the fair value of such Shares, less
any applicable withholdings, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as
of the close of business on the Business Day before the Arrangement Resolution was adopted; and (c) will not be entitled to any other
payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent
Rights; or |
| (2) | ultimately are not entitled, for any reason, to be paid fair value for their Shares, shall be deemed to
have participated in the Arrangement on the same basis as non-dissenting holders of ▇▇▇▇▇▇ who did not deposit with the Depositary a duly
completed Letter of Transmittal and Election Form prior to the Election Deadline (and shall be deemed to have elected to receive the Combination
Consideration for all Shares held). |
| 3.2 | Recognition of Dissenting Holders |
| (1) | In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a
Person exercising Dissent Rights unless such Person (a) as of the record date of the Company Meeting and as of the deadline for exercising
Dissent Rights, is the registered holder of those Shares in respect of which such rights are sought to be exercised; (b) has voted or
instructed a proxyholder to vote such Shares against the Arrangement Resolution; and (c) has strictly complied with the procedures for
exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time. |
| (2) | For greater certainty, in no case shall the Purchaser or the Company or any other Person be required to
recognize Dissenting Holders as holders of Shares in respect of which Dissent Rights have been validly exercised after the completion
of the transfer under Section 2.3(1), and the names of such Dissenting Holders shall be removed from the registers of holders of Shares
at the same time as the event described in Section 2.3(1) occurs. In addition to any other restrictions under the BCBCA, none of the following
shall be entitled to exercise Dissent Rights: (a) holders of Incentive Securities; and (b) Shareholders who vote or have instructed a
proxyholder to vote Shares in favour of the Arrangement Resolution. |
| (3) | Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be
deemed to have participated in the Arrangement, as of the Effective Time, and shall be deemed to have elected to receive the Combination
Consideration for all Shares held. |
Article 4
CERTIFICATES AND PAYMENTS
| 4.1 | Payment of Consideration |
| (1) | At or
before the Closing, the Purchaser shall deposit, or arrange to be deposited for the benefit of Shareholders (other than Dissenting Holders):
(a) Purchaser Shares to satisfy the aggregate Share Consideration and the share component of any Combination Consideration payable to
Shareholders; and (b) sufficient funds to satisfy the aggregate Cash Consideration and the cash
component of any Combination Consideration payable to Shareholders,
in each case as required by this Plan of Arrangement, which Purchaser Shares and funds shall be held by the Depositary in escrow as agent
and nominee for such Shareholders. |
| (2) | As soon as practicable after the Effective Date, the Company shall deliver, or cause to be delivered, to each holder of Specified RSUs
as reflected on the register maintained by or on behalf of the Company in respect of Incentive Securities, a cheque or cash payment (or
process the payment through the Company’s payroll systems or such other means as the Company may elect) representing the amount,
if any, which such holder of Specified RSUs has the right to receive under this Plan of Arrangement for such Specified RSUs, less any
amount withheld pursuant to Section 4.3. |
| (3) | Upon surrender to the Depositary for cancellation of a direct registration statement (DRS) advice (a “DRS
Advice”) or a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred
pursuant to Section 2.3(2), as applicable, together with a duly completed and executed Letter of Transmittal and Election Form and such
additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been
required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the Constating Documents of
the Company after giving effect to Section 2.3(2), the former registered holder of the Shares represented by such surrendered DRS Advice
or certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which
such holder has the right to receive under this Plan of Arrangement for such Shares, without interest, less any amounts withheld pursuant
to Section 4.3, and any DRS Advice or certificate so surrendered shall forthwith be cancelled. |
| (4) | Until surrendered as contemplated by this Section 4.1, each DRS Advice or certificate that immediately
prior to the Effective Time represented Shares, shall be deemed after the Effective Time to represent only the right to receive upon such
surrender the Consideration which the holder is entitled to receive in lieu of such DRS Advice or certificate as contemplated in this
Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such DRS Advice or certificate formerly representing Shares not duly
surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder
of Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder
was entitled shall be deemed to have been surrendered to the Purchaser, and shall be paid over by the Depositary to the Purchaser or as
directed by the Purchaser. |
| (5) | Any payment made by the Depositary (or the Company or any of its Subsidiaries, as applicable) pursuant
to this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company or any of its Subsidiaries,
as applicable) or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right
or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right
or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant
to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable,
for no consideration. |
| (6) | No Shareholder or holder of Specified RSUs shall be entitled to receive any Consideration with
respect to Shares or cash payment with respect to Specified RSUs other than the Consideration or the cash payment which such
holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such
holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith other than, in
respect of Shares, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other
distribution declared or made after the Effective Time with respect to any securities of the Company with a record date on or after
the Effective Date shall be delivered to the holder of any unsurrendered DRS Advice or certificate which, immediately prior to the
Effective Date, represented outstanding Shares that were transferred pursuant to Section 2.3. |
| (7) | No dividend or other distribution declared or made after the Effective Time with respect to Purchaser
Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered DRS Advice or certificate that,
immediately prior to the Effective Time, represented outstanding Shares that were transferred pursuant to Section 2.3, unless and until
the holder of such DRS Advice or certificate shall have complied with the provisions of this Section 4.1. Subject to applicable Law and
to this Section 4.1 at the time of such compliance, there shall, in addition to the delivery of the Consideration to which such holder
is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date
after the Effective Time theretofore paid with respect to the Purchaser Shares to which such holder is entitled in respect of such holder’s
Consideration, net of any applicable withholding and other Taxes. |
In the event any certificate
which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3
shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be
lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the register
of holders of Shares maintained by or on behalf of the Company, the Depositary will issue in exchange for such lost, stolen or destroyed
certificate, the Consideration which such holder is entitled to receive for such Shares under this Plan of Arrangement. When authorizing
such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition
precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such
sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to
Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect
to the certificate alleged to have been lost, stolen or destroyed.
The Purchaser, the Company
and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or deliverable to
any Person under this Plan of Arrangement (including any amounts payable pursuant to Section 3.1), such amounts as the Purchaser, the
Company or the Depositary, as applicable, are required to deduct and withhold, or reasonably determines are required to be deducted and
withheld, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts will
be deducted and withheld from the amount otherwise payable or deliverable pursuant to this Plan of Arrangement, remitted to the relevant
Governmental Entity, and shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect
of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted
to the appropriate Governmental Entity.
Each of the Purchaser, the
Company or the Depositary that makes a payment to any Shareholder under this Plan of Arrangement shall be authorized to sell or otherwise
dispose of such portion of Purchaser Shares otherwise issuable to such Shareholder (if any) as is necessary to provide sufficient funds
to enable it to comply with its deducting or withholding requirements and such party shall notify the applicable Shareholder and remit
any unapplied balance of the net proceeds of such sale to such Shareholder (after deduction for (a) the amounts required to satisfy the
required withholding under the Plan of Arrangement in respect of such Person; (b) reasonable commissions payable to the broker; and (c)
other reasonable costs and expenses). None of the Purchaser, the Company or the Depositary will be liable for any loss arising out of
any sale of such Purchaser Shares, including any loss relating to the manner or timing of such sales, the prices at which the Purchaser
Shares are sold or otherwise.
If the Purchaser determines
that it is required to deduct or withhold under this section from any amount otherwise payable or deliverable to any Person, it shall
make reasonable efforts to notify the Company in writing prior to the Effective Time of its intention to withhold.
Under no circumstances shall
interest accrue or be paid by the Purchaser, the Company or any of its Subsidiaries, the Depositary or any other Person to Shareholders
or other Persons depositing DRS Advices or certificates pursuant to this Plan of Arrangement in respect of Shares, regardless of any delay
in making any payment contemplated hereunder.
Any exchange or transfer
of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.
From and after the
Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Affected Securities issued or
outstanding prior to the Effective Time; (b) the rights and obligations of the Shareholders (registered or beneficial), the Company,
the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided
for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or
not previously asserted, other than claims that are the subject of court proceedings instituted prior to the Effective Time and
still ongoing as of the Effective Time) based on or in any way relating to any securities of the Company, including the Affected
Securities, shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this
Plan of Arrangement.
Article 5
AMENDMENTS
| 5.1 | Amendments to Plan of Arrangement |
| (1) | The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time
and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (a) set out
in writing; (b) approved by the Company and the Purchaser, each acting reasonably; (c) filed with the Court and, if made following the
Company Meeting, approved by the Court; and (d) communicated to the Shareholders if and as required by the Court. |
| (2) | Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or
the Purchaser at any time prior to the Company Meeting (provided that the Company or the Purchaser, as applicable, shall have consented
thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company
Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. |
| (3) | Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by
the Court following the Company Meeting shall be effective only if (a) it is consented to in writing by each of the Company and the Purchaser
(in each case, acting reasonably); and (b) if and as required by the Court, after communication to the Shareholders. |
| (4) | Notwithstanding anything to the contrary contained herein, any amendment, modification or supplement to
this Plan of Arrangement may be made by the Company and the Purchaser at any time and from time to time without the approval of or communication
to the Court or the Shareholders, provided that each such amendment, modification and/or supplement concerns a matter which, in the reasonable
opinion of the Purchaser, is of an administrative nature or required to better give effect to the implementation of this Plan of Arrangement
and is not adverse to the economic interest of any Shareholders. |
This Plan of Arrangement
may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Article 6
FURTHER ASSURANCES
Notwithstanding that the transactions and events
set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without
any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further
acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further
document or evidence any of the transactions or events set out in this Plan of Arrangement.
Schedule B
ARRANGEMENT RESOLUTION
BE IT RESOLVED THAT:
| 1. | The arrangement (the “Arrangement”) under Part 9, Division 5 of the Business
Corporations Act (British Columbia) (the “BCBCA”) of TELUS International (Cda) Inc. (the “Company”),
pursuant to the arrangement agreement (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”)
among the Company and TELUS Corporation dated September 1, 2025, all as more particularly
described and set forth in the management information circular of the Company dated September l, 2025
(the “Circular”), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance
with its terms), and all transactions contemplated thereby are hereby authorized, approved and adopted. |
| 2. | The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in
accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set
out in Appendix l to the Circular, is hereby authorized, approved and adopted. |
| 3. | The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in
approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement
Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. |
| 4. | The Company be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia
(the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement
(as they may be amended, modified or supplemented and as described in the Circular). |
| 5. | Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders
of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered
to, at their discretion, without notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement
Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement
Agreement, not to proceed with the Arrangement and related transactions. |
| 6. | Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company
to execute and deliver such records, documents and information as are necessary or desirable to the Registrar of Companies under the BCBCA
in accordance with the Arrangement Agreement for filing. |
| 7. | Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company
to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or
cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the
foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery
of such document or instrument or the doing of any such act or thing. |
Schedule C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
| 1. | Organization and Qualification. The Company and each of its Subsidiaries is a corporation or other
entity duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization
or formation, as applicable, and has the requisite power and capacity to own and lease its assets and properties and conduct its business
as now conducted. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its Subsidiaries
is duly registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed
or operated by it, or the nature of its activities make such registration necessary. |
| 2. | Corporate Authorization. The Company has the requisite corporate power and authority to enter into
this Agreement and (subject to obtaining approval of the Shareholders of the Arrangement Resolution in the manner required by the Interim
Order and Law and approval of the Court) to perform its obligations under this Agreement and to complete the transactions contemplated
by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the Arrangement and the other transactions
contemplated hereby have been duly authorized by the Board and no other corporate proceedings on the part of the Company are necessary
to authorize the execution and delivery by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated
hereby other than approval by the Board of the Company Circular, approval by the Shareholders in the manner required by the Interim Order
and Law and approval by the Court. |
| 3. | Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Company,
and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject to any
limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion
that a court may exercise in the granting of equitable remedies such as specific performance and injunction. |
| 4. | Governmental Authorization. The execution, delivery and performance by the Company of its obligations
under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization
or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by any of its Subsidiaries
other than: (a) the Interim Order; (b) the Final Order; (b) filings under the BCBCA; (d) customary filings with the Securities Authorities
and the Exchanges; and (e) any Authorizations or Regulatory Approvals which, if not obtained, or any other actions by or in respect of,
or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate,
have a Material Adverse Effect. |
| 5. | Non-Contravention. The execution, delivery and performance by the Company of its obligations under
this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not (or would not,
with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)): |
| (a) | contravene, conflict with, or result in any violation or breach of or allow any Person to exercise any
rights under any of the terms or provisions of the Company’s Constating Documents or the Constating Documents of any of its Subsidiaries; |
| (b) | assuming receipt of the Authorizations or Regulatory Approvals, filings and notices referred to in Paragraph
4 of this Schedule C, contravene, conflict with or result in a violation or breach of any Law; |
| (c) | except as set out in Section 5(c) of the Company Disclosure Letter, require any consent or approval by
any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default
under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which
the Company or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control
provision or other similar restriction or limitation) under, any Contract or any Authorization to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound; or |
| (d) | result in the creation or imposition of any Lien upon any of the properties or assets of the Company or
its Subsidiaries; |
except, in the case of each of clauses
(c) and (d), as would not, individually or in the aggregate, have a Material Adverse Effect.
| (a) | The authorized capital of the Company consists of (i) an unlimited number of Multiple Voting Shares, of
which 164,381,876 Multiple Voting Shares were issued and outstanding as of the date of this Agreement; (ii) an unlimited number of
Subordinate Voting Shares, of which 114,261,144 Subordinate Voting Shares were issued and outstanding as of the close of business on August
27, 2025; and (iii) an unlimited number of preferred shares, issuable in series, of which none were issued and outstanding as of
the date of this Agreement. All outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable. No
Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them. Other than the Shares, there
are no securities or other instruments or obligations of the Company or any of its Subsidiaries that carry the right to vote generally
with the Shareholders on any matter. |
| (b) | As of September 1, 2025 there were 5,076,971
Subordinate Voting Shares issuable upon exercise of outstanding Options, 6,349,016 Subordinate Voting Shares issuable upon settlement
of outstanding PSUs (assuming achievement of performance metrics at maximum levels of achievement), if all such PSUs were settled through
the issuance of newly-issued Subordinate Voting Shares and 12,103,007 Subordinate Voting Shares issuable upon settlement of outstanding
RSUs, if all such RSUs were settled through the issuance of newly-issued Subordinate Voting Shares. Section 6(b) of the Company Disclosure
Letter contains a complete and accurate list of all issued and outstanding Incentive Securities, with details regarding the date of grant,
the holder thereof, the performance criteria and multiples for any PSUs, the number of Subordinate Voting Shares issuable therefor, to
the extent applicable, and, in respect of Options, the applicable exercise price thereof, in each case as of the close of business on
the Business Day prior to the date of this Agreement. The 2021 Omnibus Long-Term Incentive Plan and the issuance of securities under
the 2021 Omnibus Long-Term Incentive Plan (including, as applicable, the Incentive Securities) have been duly authorized by the Board
and have been issued in compliance with Law (including Securities Laws) and the terms of the 2021 Omnibus Long-Term Incentive Plan, and
all Subordinate Voting Shares issuable upon the settlement or exercise of Incentive Securities have been duly authorized and, upon issuance,
shall be validly issued as fully paid and non-assessable. There are no accrued or unpaid dividends or dividend equivalent rights with
respect to any Incentive Securities that are not reflected in Section 6(b) of the Company Disclosure Letter. |
| (c) | Except for (i) the rights under the 2021 Omnibus Long-Term Incentive Plan, including outstanding Incentive
Securities, (ii) as set out in Section 6(c) of the Company Disclosure Letter, and (iii) pursuant to any Contract or arrangement between
the Company and the Purchaser or its Subsidiaries (other than the Company and its Subsidiaries), there are no: |
| (i) | options, equity-based awards, warrants, conversion, pre-emptive, call, redemption, repurchase, share appreciation
or other rights, or any other agreements, arrangements, instruments or commitments of any kind (including any shareholder rights plan
or poison pill) to which the Company or any of its Subsidiaries are a party that obligate or may obligate the Company or any of its Subsidiaries
to, directly or indirectly, issue, transfer or sell any securities of the Company or of any of its Subsidiaries, or give any Person a
right to subscribe for or acquire, any securities of the Company or of any of its Subsidiaries; |
| (ii) | obligations of the Company or of any of its Subsidiaries to repurchase, redeem or otherwise acquire any
securities of the Company or of any of its Subsidiaries, or qualify or register securities for public distribution in Canada, the United
States or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of
the Company or of any of its Subsidiaries; |
| (iii) | rights that are linked in any way to the price of any securities of, or to the value of or of any part
of, or to any dividends or distributions paid on any securities of, the Company or any of its Subsidiaries, other than the rights of Shareholders
to dividends; or |
| (iv) | notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments
or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Shares on any matter. |
| 7. | Shareholders’ and Similar Agreements.
Except as set out in Section 7 of the Company Disclosure Letter, and other than agreements with the Purchaser and its Subsidiaries (other
than the Company and its Subsidiaries), neither the Company nor any of its Subsidiaries is subject to, or affected by, any unanimous
shareholders agreement involving a Person other than the Company or any of its Subsidiaries and is not a party to any shareholder, pooling,
voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of any
of its Subsidiaries other than as between the Company and any of its wholly-owned Subsidiaries or pursuant to which any Person other
than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the
Company or in any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, other than the Support and Voting Agreements
and except as set out in Section 7 of the Company Disclosure Letter, there are no irrevocable proxies or voting Contracts with respect
to any securities issued by the Company or any of its Subsidiaries. |
| (a) | Except as set out in Section 8(a) of the Company Disclosure Letter, the Company is, directly or indirectly,
the registered and beneficial owner of all of the outstanding common shares or other equity interests, directly or indirectly, of each
of its Subsidiaries, free and clear of any Liens, other than Permitted Liens and all such shares or other equity interests so owned by
the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests
have been issued in violation of any applicable Law, the Constating Documents of the applicable Subsidiary or any pre-emptive or similar
rights. Except for the shares or other equity interests owned by the Company in any Subsidiary, the Company does not own, beneficially
or of record, any equity or any voting interests of any kind in any other Person. |
| (b) | There are no Contracts, arrangements or restrictions that require the Subsidiaries to issue, sell or deliver
any equity securities, or any securities convertible into or exchangeable for, any equity securities. |
| 9. | Securities Law Matters. The Company is a “reporting issuer” in all Canadian provinces
and territories. The Subordinate Voting Shares are registered under Section 12(b) of the Exchange Act. Other than the Subordinate
Voting Shares, the Company does not have, nor is it required to have, any class of securities registered under the Exchange Act. The Subordinate
Voting Shares are listed and posted for trading on the Exchanges. The Company does not have any securities listed or posted for trading
on any securities exchange other than the Exchanges. None of the Subsidiaries is subject to any continuous or periodic, or other disclosure
requirements under any securities laws in any jurisdiction. The Company is not in default in any material respect of any requirements
of any Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any of the provinces or territories
of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the
Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company
is pending, in effect or, to the knowledge of the Company, has been threatened, and the Company is not currently subject to any formal
review, inquiry, investigation or other proceeding relating to any such order or restriction. The Company has timely filed all material
forms, reports, schedules, statements and other documents required to be filed under Securities Laws with the appropriate Governmental
Entity since January 1, 2024. The documents comprising the Company Filings, as of their respective dates (or, if amended or superseded
by a subsequent Company Filing prior to the date of this Agreement, on the date of such subsequent Company Filing) complied as filed in
all material respects with applicable Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior
to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Company has not filed any confidential
material change report which at the date of this Agreement remains confidential. As of the date of this Agreement, there are no outstanding
or unresolved comments in comment letters from any Securities Authority with respect to any of the Company Filings and, to the knowledge
of the Company, none of the Company Filings are subject to ongoing review by any Securities Authority or the Exchanges. Neither the Company
nor any of its Subsidiaries is subject to any ongoing proceeding by any Securities Authority or the Exchanges and no such proceeding is
threatened. To the knowledge of the Company, no amendments or modifications to the Company Filings are required to be filed with, or furnished
to, the SEC. The Company is a “foreign private issuer” within the meaning of Rule 3b-4 under the Exchange Act. The Company
is not required to be registered as an investment company under the U.S. Investment Company Act. |
| (a) | The Company’s audited consolidated financial statements as at and for the fiscal years ended December
31, 2024, 2023 and 2022 (including, in each case, the notes or schedules to and, as applicable, the auditor’s report on such financial
statements) and the unaudited consolidated interim consolidated financial statements included in the Company Filings: (i) were prepared
in accordance with IFRS applied on a consistent basis throughout the periods referred to therein (except as set forth in the notes to
such financial statements); (ii) present fairly, in all material respects, the financial position, assets and liabilities (whether accrued,
absolute, contingent or otherwise) of the Company and its Subsidiaries on a consolidated basis as at the respective dates thereof and
the revenues, results of operations, changes in shareholders’ equity and cash flow of the Company and its Subsidiaries on a consolidated
basis for the periods covered thereby (except as set forth in the notes to such financial statements); and (iii) comply as to form in
all material respects with applicable accounting requirements in Canada. |
| (b) | There have been no material changes in accounting methods, policies, or practices of the Company or any
of its Subsidiaries since June 30, 2024, except, in each case, as described in the notes to the financial statements included in the Company
Filings. |
| (c) | The Company does not intend to correct or restate, nor is there any basis for any correction or restatement
of, any aspect of any of the financial statements referred to in Paragraph 10(a) of this Schedule C. There are no, nor are there any commitments
to become a party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships
of the Company or any of its Subsidiaries with unconsolidated entities or other Persons. |
| (d) | The financial books, records and accounts of the Company and each of its Subsidiaries in all material
respects: (i) have been maintained in accordance with IFRS or the accounting principles generally accepted in the country of domicile
of each such entity on a basis consistent with prior years; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect
all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries; (iv) accurately and fairly reflect the
basis for the Company’s financial statements; and (v) are recorded, stored, maintained, operated and held (including any electronic,
mechanical or photographic process, whether computerized or not) in a manner which is available to the Company in the Ordinary Course. |
| 11. | Disclosure Controls and Internal Control over Financial Reporting. |
| (a) | The Company has established and maintains disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) of the Exchange Act and in NI 52-109) designed to provide reasonable assurance that information required to be
disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities
Laws is recorded, processed, summarized and reported within the time periods required by applicable Securities Laws. Such disclosure controls
and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual
filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws is accumulated and communicated
to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure. |
| (b) | The Company has established and maintains a system of internal control over financial reporting (as such
term is defined in Rule 13a-15(e) of the Exchange Act and in NI 52-109) designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. |
| (c) | To the knowledge of the Company, there is no (i) material weakness (as such term is defined in NI 52-109)
or significant deficiency relating to the design, implementation or maintenance of the Company’s internal control over financial
reporting; or (ii) fraud, whether or not material, that involves Representatives, consultants or independent contractors who have a significant
role in the internal control over financial reporting of the Company. None of the Company, any of its Subsidiaries, or, to the knowledge
of the Company, any of its or their respective Representatives has received or otherwise obtained knowledge of any complaint, allegation,
assertion claim or proceeding regarding accounting, internal accounting controls or auditing matters, including any proceeding alleging
that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern
from its Representatives regarding questionable accounting or auditing matters. |
| 12. | Minute Books. The corporate minute books of the Company and its Subsidiaries contain the Constating
Documents of the Company and its Subsidiaries and have been maintained in all material respects in accordance with applicable Laws, and
are complete and accurate in all material respects. True and correct copies of the minutes of meetings of the Company and each of its
Subsidiaries have been provided in the Data Room, other than minutes of meetings of the Special Committee or minutes of meetings otherwise
relating to the evaluation of the transactions contemplated by this Agreement and negotiation of this Agreement. |
| 13. | Auditors. Deloitte LLP is and was, during the periods covered by its reports included in the Company
Filings, independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the
relevant professional bodies in Canada and in accordance with applicable Securities Laws; there has not been any reportable event (within
the meaning of NI 51-102) with such auditors with respect to audits of the Company and its Subsidiaries. |
| 14. | No Material Undisclosed Liabilities. There are no material liabilities, financial commitments,
indebtedness or other obligations of the Company or of any of its Subsidiaries of any nature, whether accrued, contingent, absolute, determined,
determinable, matured, unmatured or otherwise, other than liabilities or obligations: (a) disclosed in the Company Filings filed
prior to the date hereof; (b) not required to be set forth in the Company Filings under IFRS; (c) incurred in the Ordinary Course
(none of which results from, arises out of, or was caused by any material breach of Contract, or violation of Law, in each case, by the
Company or any of its Subsidiaries) since June 30, 2025; or (d) reasonably incurred in connection with this Agreement (including
any transaction expenses). |
| 15. | Absence of Certain Changes or Events. Since June 30, 2025, other than the transactions permitted
or contemplated by this Agreement and as disclosed in the Company Filings filed prior to the date of this Agreement, the business of the
Company and of each of its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Material Adverse Effect. |
| 16. | Related Party Transactions. Other than in respect of arrangements with the Purchaser and its affiliates,
neither the Company nor any of its Subsidiaries is indebted to any director, officer, or employee of the Company or any of its Subsidiaries
(except for amounts due in the Ordinary Course pursuant to any Law or Contract such as salaries, bonuses, director’s fees or the
reimbursement of Ordinary Course expenses). Except as set out in Section 16 of the Company Disclosure Letter, there are no Contracts (other
than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to,
on behalf or for the benefit of, any officer, director, Company Employee or independent contractor of the Company or any of its Subsidiaries. |
| 17. | No “Collateral Benefit”. To the knowledge of the Company, no related party of the Company
(within the meaning of MI 61-101), together with its associated entities, beneficially owns or exercises control or direction over 1%
or more of the outstanding Shares, except for the Purchaser, certain affiliates of the Purchaser and related parties who will not receive
a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement. |
| 18. | Compliance with Law. The Company and each of its Subsidiaries is, and since January 1, 2023 has
been, in compliance in all material respects with applicable Law. Neither the Company nor any of its Subsidiaries or any of their respective
directors or officers is, to the knowledge of the Company, under any investigation with respect to, or since January 1, 2023 has been
convicted, charged or threatened to be charged with, or received a notice of, any violation or potential violation of any Law from any
Governmental Entity, in each case, that is material to the Company and its Subsidiaries taken as a whole. |
| 19. | Authorizations and Licenses. The Company and each of its Subsidiaries lawfully own, possess or
have obtained all Authorizations that are required by Law (a) in connection with the operation of the business of the Company and of each
of its Subsidiaries as presently conducted; and (b) in connection with the ownership, operation or use of their properties and assets,
except, in each case, where the failure to own, possess or obtain any such Authorization would not, individually or in the aggregate,
have a Material Adverse Effect. The Company or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all
such Authorizations, and no event has occurred which, with the giving of notice, lapse of time or both, would reasonably be expected to
constitute a default under, or in respect of, any such Authorization, except as would not, individually or in the aggregate, be material
to the Company and its Subsidiaries. Each such Authorization is valid and in full force and effect and is renewable by its terms or in
the Ordinary Course, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries. As of the
date of this Agreement, no action, investigation or proceeding is pending, or to the knowledge of the Company, threatened, against the
Company or any of its Subsidiaries in respect of or regarding any such Authorization, and none of the Company or any of its Subsidiaries
or, to the knowledge of the Company, any of their respective directors and officers, has received notice, written or verbal, that could
reasonably be expected to result in the suspension, loss, non-renewal, material amendment or revocation of any such Authorizations, or
of the intention of any Person to revoke, suspend, refuse to renew or materially amend any such Authorization. |
| (a) | True and complete copies of the Material Contracts, including all material amendments, assignments and
supplements thereto, have been made available in the Data Room. |
| (b) | Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the
Company or a Subsidiary, as applicable, and to the knowledge of the Company, each other party thereto, in accordance with its terms (subject
to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and the discretion that a court may exercise in
the granting of equitable remedies such as specific performance and injunction). |
| (c) | The Company and each of its Subsidiaries has performed in all material respects all respective obligations
required to be performed by it to date under each of the Material Contracts and neither the Company nor any of its Subsidiaries is in
material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with or without the
giving of notice, the passage of time, or both would result in such material breach or default. |
| (d) | None of the Company or any of its Subsidiaries has received a written notice or, to the knowledge of the
Company, an oral notice of any breach or default in any material respect under nor, to the knowledge of the Company, does there exist
any condition which with or without the giving of notice, the passage of time, or both would result in such a material breach or default
which is continuing under any such Material Contract by any other party to such Material Contract. |
| (e) | There are no material disputes ongoing with respect to any Material Contract and neither the Company nor
any of its Subsidiaries has received a written notice or, to the knowledge of the Company, an oral notice, that any party to a Material
Contract intends to cancel, terminate or otherwise modify in a materially prejudicial manner or not renew its relationship with the Company
or any of its Subsidiaries, and, to the knowledge of the Company, no such action is pending or has been threatened. |
| (a) | The Company or one or more of its Subsidiaries has good title to all material personal property of any
kind or nature which the Company or any of its Subsidiaries purports to own, a valid and enforceable leasehold interest in all material
personal property which the Company or its Subsidiaries purports to lease, and a valid and enforceable contractual right with respect
to all other material personal property used in the operation of the business of the Company and its Subsidiaries, in each case free and
clear of all Liens (other than Permitted Liens). No Person has any right of first refusal, undertaking or commitment, or any right or
privilege capable of becoming a right of first refusal, undertaking or commitment, to purchase or otherwise acquire any interest in any
material personal property that is owned or leased by the Company or any of its Subsidiaries or used in the operation of the business
of the Company and its Subsidiaries. |
| (b) | Except as would not be reasonably expected to have a Material Adverse Effect, all material tangible or
corporeal personal property of the Company and its Subsidiaries is in good operating condition and repair having regard to its use and
age, is adequate and suitable for its use. |
| (a) | Neither the Company nor any of its Subsidiaries owns the fee simple interest in any real or immovable
property, is subject to or under any agreement, negotiations, contract or option to own the fee simple interest in any real or immovable
property, or has, in the last three (3) years, owned any fee simple interest in any real or immovable property. Neither the Company nor
any of its Subsidiaries have any outstanding obligations under any previously owned fee simple interests in any real or immovable property. |
| (b) | True and complete copies of the Company Leases have been made available in the Data Room. The Company
Leased Properties described in the Data Room constitute all real property currently used or occupied by the Company and its Subsidiaries
in connection with the business of the Company and/or its Subsidiaries and neither the Company nor any of its Subsidiaries occupies, leases
or subleases any real property or is subject or party to, or under any agreement to become party to, any lease with respect to real property
except for the Company Leased Properties described in the Data Room and Company Leases, respectively. The Company and its Subsidiaries,
as applicable, have valid, good and marketable leasehold title to, and hold valid leases and legal and beneficial leasehold interests
in, all Company Leased Properties, in each case, free and clear of all Liens (other than Permitted Liens). Neither the Company nor any
of its Subsidiaries has entered into any agreement (whether written or oral) to sublease, assign or otherwise grant to any Person the
right to use, possess or occupy any Company Leased Property or any portion thereof. Neither the Company nor any Subsidiaries have any
continuing obligations or liabilities in respect of any formerly leased real property. |
| (c) | Except as would not be material to the Company and its Subsidiaries, taken as a whole, each Company Lease
is in good standing, is legal, valid, binding and in full force and effect, and is enforceable by the Company or a Subsidiary, as applicable,
and to the knowledge of the Company, each other party thereto, in accordance with its terms (subject to bankruptcy, insolvency and other
Laws affecting creditors’ rights generally, and the discretion that a court may exercise in the granting of equitable remedies such
as specific performance and injunction). |
| (d) | Neither the Company nor any of its Subsidiaries is in breach or default in any material respect under
any Company Lease and to the knowledge of the Company no event, occurrence, condition or act has occurred nor do any circumstances exist
that, with or without the delivery of notice, the passage of time, or both, would constitute a breach, violation or default in any material
respect under any Company Lease. |
| (e) | Except as set out in Section 22(e) of the Company Disclosure Letter, none of the Company or any of its
Subsidiaries has received or delivered a written notice of any breach or default in any material respect under any Company Lease or notice
exercising termination rights under any Company Lease, and to the knowledge of the Company, no counterparty to any Company Lease is in
breach or default thereof in any material respect. |
| (f) | No Person, other than the Company and its Subsidiaries, has any option to lease or sublease, right of
first opportunity, refusal or offer, other purchase or repurchase right, or any right or option to occupy, any Company Leased Property
under any Company Lease. No Person has an outstanding option, right of first opportunity, refusal or offer or any other similar right
in favour of any Person to purchase or otherwise acquire the Company’s or its Subsidiaries’ leasehold interest in any of the
Company Leased Properties. |
| 23. | Intellectual Property. |
| (a) | The Data Room contains a correct and complete list of all (i) issued patents and pending patent applications;
(ii) trademark registrations and applications; (iii) copyright registrations and applications; (iv) internet domain name registrations,
in each case that are owned by the Company or any of its Subsidiaries ((i)-(iv) collectively, the “Owned Registered Intellectual
Property”); (v) material unregistered Intellectual Property which the Company or a Subsidiary owns or purports to own, including
all trademarks and trade names used and owned by the Company or its Subsidiaries that have not been registered or applied for (indicating
for each trade-mark or trade name the relevant jurisdiction in which it is used) (collectively with the Owned Registered Intellectual
Property, the “Owned Intellectual Property”), and (vi) material Licensed Intellectual Property and associated Contracts
(collectively “IP Licenses”). Except as would not reasonably be expected to be material, individually or in the aggregate,
to the Company and its Subsidiaries or as set out in Section 23(a) of the Company Disclosure Letter; (i) the Company or a Subsidiary of
the Company, as applicable, is the sole owner and possesses all right, title and interest in and to the Owned Intellectual Property free
and clear of all Liens (other than Permitted Liens), adverse claims, any requirement of any past (if outstanding), present or future royalty
payments; (ii) the Company and its Subsidiaries have a right to use the material Licensed Intellectual Property pursuant to, to the knowledge
of the Company, valid and enforceable IP Licenses; (iii) the transaction contemplated by this Agreement and the continued operation of
the business of the Company and its Subsidiaries will not violate or breach the terms of any IP Licenses or entitle any other party to
any such IP Licenses to terminate or modify it, or otherwise adversely affect the Company’s and/or its Subsidiaries’ rights
under it in any material respect. Following Closing, the Company and its Subsidiaries will be entitled to continue to use, practice and
exercise rights in all of the Company Intellectual Property to the same extent and in the same manner as used, practiced and exercised
by the Company and its Subsidiaries prior to Closing without any financial obligation to any Person. The Company Intellectual Property
constitutes all material Intellectual Property used in and necessary for the operation of the business of the Company and its Subsidiaries. |
| (b) | No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or opposition is
pending or, to the knowledge of the Company, is threatened, that challenges the legality, validity, enforceability, registration, use
or ownership of the Owned Intellectual Property. Except as would not reasonably be expected to be material, individually or in the aggregate,
to the Company and its Subsidiaries, each registration, filing, issuance and/or application in respect of Owned Registered Intellectual
Property (i) has not been abandoned, cancelled, allowed to lapse or otherwise compromised; (ii) has been maintained effective by all requisite
filings, renewals and payments; (iii) remains in full force and effect and is not subject to cancellation for failure to use or unauthorized
use by third parties; and (iv) was diligently prosecuted and validly registered or issued or, in the case of an application, was applied
for, in compliance with applicable Law. Nothing has been done or omitted to have been done as a result of which any Owned Intellectual
Property has ceased or might cease to be valid, subsisting and in full force and effect in the Ordinary Course. |
| (c) | Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company
and its Subsidiaries or as set out in Section 23(c) of the Company Disclosure Letter, none of the Company Software distributed by the
Company or any of its Subsidiaries in its applications incorporates or is comprised of or distributed with any Publicly Available Software
in a manner which, except with respect to such Publicly Available Software itself: (i) requires any source code or other technology owned
by the Company or any of its Subsidiaries to be (A) disclosed or distributed in source code form, (B) licensed for the purpose
of making derivative works or (C) redistributed at no charge; (ii) limits the Company or any of its Subsidiaries’ freedom to seek
full compensation in connection with marketing, licensing, and distributing such applications; or (iii) allows a customer or requires
that a customer have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation
of Law. Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries
or as set out in Section 23(c) of the Company Disclosure Letter, the Company or one of its Subsidiaries is in actual possession and control
of the applicable source code, object code, code writes, notes, documentation, programmers’ notes, source code annotations, user
manuals and know-how to the extent the foregoing exists and is required for use, distribution, development, enhancement, maintenance and
support of each item of Company Software, subject to any licenses granted to third parties therein. No source code or related documentation
forming part of the material Company Software owned, or purported to be owned, by the Company or its Subsidiaries (“Owned Company
Software”) is (i) subject to escrow; or (ii) has been disclosed to any third party. The Company and its Subsidiaries have taken
reasonable measures to prevent the introduction of, and the Owned Company Software does not contain, any Self-Help Code or Unauthorized
Code that materially adversely affect, or could reasonably be expected to materially adversely affect, the value, functionality,
or performance of any Company or Subsidiary product or service. |
| (d) | Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company
and its Subsidiaries; (i) the Company and its Subsidiaries are not infringing upon, misappropriating or otherwise violating any Intellectual
Property of any Person; (ii) the Company and its Subsidiaries have not received from any Person in the past twelve (12) months any written
notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by the
Company or any Subsidiary of the Intellectual Property of any Person (including any claim that the Company or a Subsidiary must license,
pay any royalty or fee or refrain from using any Intellectual Property of any Person); and (iii) to the knowledge of the Company, no Person
is infringing, misappropriating, or otherwise violating, nor has infringed, misappropriated or otherwise violated, the Owned Intellectual
Property in any manner that would constitute an actionable illegal act. The Owned Intellectual Property is valid and enforceable and there
is no state of facts that casts doubt on the validity or enforceability of any of such Intellectual Property. |
| (e) | Except as set out in Section 23(e) of the Company Disclosure Letter; (i) no other Person has the right
to use any material Owned Intellectual Property or material Owned Company Software, save pursuant to non-exclusive agreements, including
license agreements entered into in the Ordinary Course; (ii) neither the Company nor any of its Subsidiaries has granted any license or
other rights to any other Person with respect to the Company Intellectual Property other than pursuant to non-exclusive agreements, including
licence agreements entered into in the Ordinary Course; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by
any Contract or other obligation that limits or impairs its ability to use, sell, transfer, assign or convey, or that otherwise affects,
any of the Owned Intellectual Property, and (iv) neither the Company nor any of its Subsidiaries is obligated to pay any royalties, fees
or other compensation to any Person in respect of its ownership, use or license of any Company Intellectual Property. Copies of all material
agreements (in paper or electronic form) whereby any rights in any Company Intellectual Property have been granted, licensed or sublicensed
by the Company or any of its Subsidiaries have been made available in the Data Room. |
| (f) | Each of the Company and its Subsidiaries has and does properly and diligently protect (including measures
to protect secrecy and confidentiality) the Owned Intellectual Property and the rights, titles, interests and benefits therein, including,
without limitation by registering Intellectual Property, by contractual means, by physical means and by electronic means. All Company
Employees and independent contractors of the Company or any of its Subsidiaries and any third parties that have had access to confidential
or proprietary information relating to the business of the Company and its Subsidiaries, including confidential aspects of the Owned Intellectual
Property, have entered into written confidentiality and non-disclosure agreements that include obligations of confidentiality to the Company
or its Subsidiaries with respect to such information. There has been no material unauthorized disclosure of or unauthorized access, use
or modification of any Owned Intellectual Property made in a manner that would prevent the Company or its Subsidiaries or a successor
in interest from obtaining a right in respect of any such Intellectual Property that it would otherwise be susceptible to obtain. |
| (g) | All of the Owned Intellectual Property developed by the Company or its Subsidiaries or on their behalf
has been developed by Company Employees or independent contractors of the Company or its Subsidiaries during the time they were employed
or engaged by the Company or its Subsidiaries, in each case, to the knowledge of the Company, without violation or contravention of any
rights of any former employer or customer. Each current and former Company Employee and independent contractor of the Company and its
Subsidiaries who has participated in creating, authoring, developing, inventing, adapting, modifying and/or improving any Owned Intellectual
Property has, with respect to the Owned Intellectual Property, irrevocably assigned in writing to the Company or its Subsidiaries all
rights, title and interest in and to the applicable Owned Intellectual Property, free from all Liens. The Company or any of its Subsidiaries,
as the case may be, has obtained waivers of all moral rights with respect to all Owned Intellectual Property. No current or former officer,
Company Employee or independent contractor of the Company or any of its Subsidiaries owns or has claimed an interest in any of the Owned
Intellectual Property of the Company or any of its Subsidiaries, nor has any right to a royalty or other consideration as a result of
its marketing, licensing or assignment. |
| (h) | No Governmental Entity has funded or contributed to the development of Owned Intellectual Property of
the Company or its Subsidiaries so as to grant such Governmental Entity a license to or a right of ownership or a property interest in
such Owned Intellectual Property or a right to control, limit, restrict or require any payment in connection with the exercise and full
enjoyment of the Owned Intellectual Property by the Company or any of its Subsidiaries or that may restrict, limit or impose conditions
upon the assignment of the Owned Intellectual Property. Neither the Company nor any of its Subsidiaries is, or has ever been, a member
or promoter of, or a contributor to, any industry standards body or similar organization that could compel the Company or any of its Subsidiaries
to grant or offer to any third Person any license or right to any Intellectual Property. |
| (a) | All, computer hardware and operating systems, Company Software, servers, networks, database engines, technology
infrastructure and other computer systems, in each case of the foregoing, comprising of the Company’s information technology infrastructure,
used or held for use and necessary for the conduct of the business of the Company and its Subsidiaries as presently conducted (collectively,
the “Business Systems”) (i) are adequate and sufficient for (including with respect to working condition and capacity),
the operation of the business of the Company and its Subsidiaries as currently conducted; (ii) operate and perform in all material respects
in accordance with their documentation and functional specifications and otherwise as required by the operation of the business of the
Company and its Subsidiaries in the Ordinary Course; and (iii) have had no errors or defects that have not been materially remedied and
have not malfunctioned or failed in any material respect. The Company and its Subsidiaries have all the rights necessary to use the Business
Systems to conduct the business as it is presently conducted in all material respects. Since February 5, 2021, (i) no Person has
gained unauthorized access to any Business Systems; and (ii) neither the Company nor its Subsidiaries have experienced any disruption
to, or interruption in, the conduct of their business attributable to a defect, bug, breakdown, unauthorized access, introduction of a
virus or other malicious programming, or other failure or deficiency on the part of any Business Systems that has not been materially
remedied. |
.
| (b) | Except as set out in Section 24(b) of the Company Disclosure Letter, the Company and its Subsidiaries
have implemented reasonable and appropriate administrative, physical and technical safeguards and measures as required by applicable Law
and Data Security Requirements (“Privacy Commitments”) designed and developed to (i) secure the confidentiality, integrity,
and availability of the Personal Information they Process; (ii) secure the Business Systems and Company Data thereon from any Data Breach;
(iii) defend Business Systems and Company Data thereon against denial of service attacks, distributed denial of service attacks, hacking
attempts, security threats, ransomware incidents, and like attacks and activities; and (iv) maintain the continued, uninterrupted, and
error free operation of Business Systems, including by employing commercially reasonable security, maintenance, disaster recovery, and
backup measures. Except as set out in Section 24(b) of the Company Disclosure Letter, the Company and its Subsidiaries have not been subject
to any order relating to: (i) a Data Breach; or (ii) an improper use or disclosure of any information involving the Company or its Subsidiaries
since February 5, 2021 that was material in nature and pertained to its Business Systems. Since February 5, 2021, there has been no (i)
Data Breach; or (ii) use, access or disclosure of any Company Data or Business System that has caused a violation of any Privacy Laws.
There is no deficiency in the Company or its Subsidiaries’ cybersecurity measures or policies that could reasonably be expected
to result in a Data Breach in any material respect. |
| 25. | Litigation. Except as set out in Section 25 of the Company Disclosure Letter, there are no claims,
actions, suits, arbitrations, audits or proceedings, or to the knowledge of the Company, any inquiries or investigations pending, nor,
to the knowledge of the Company, are there any claims, actions, suits, arbitrations, audits, proceedings, inquiries or investigations
threatened, against or involving the Company or any of its Subsidiaries or affecting any of their respective assets or property by or
before any Governmental Entity that, if determined adverse to the interests of the Company or its Subsidiaries, would, individually or
in the aggregate, have or would reasonably be expected to have a Material Adverse Effect or would be reasonably expected to prevent or
materially delay the consummation of the Arrangement or the transactions contemplated hereby; nor to the knowledge of the Company are
there any events or circumstances which could reasonably be expected to give rise to any such claims, actions, suits, arbitrations, audits,
proceedings, inquiries or investigations. There is no bankruptcy, liquidation, dissolution, winding-up or other similar proceeding pending
or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or its Subsidiaries before any Governmental
Entity. Neither the Company or its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that is or would
be, individually or in the aggregate, a Material Adverse Effect or that would be reasonably expected to prevent or materially delay the
consummation of the Arrangement or any other transactions contemplated hereby. Except as set out in Section 25 of the Company Disclosure
Letter, to the knowledge of the Company, there are no material claims, actions, suits, arbitrations or proceedings currently pending by
the Company or any of its Subsidiaries or that any of them intends to initiate. |
| 26. | Environmental Matters. |
| (a) | Except as has not had, or would not, individually or in the aggregate, be reasonably expected to have,
a Material Adverse Effect (i) no unresolved complaint, notice of violation, citation, summons or order has been issued to the Company
or any of its Subsidiaries alleging any violation by or liability of the Company or any of its Subsidiaries with respect to any Environmental
Law; (ii) there are no claims pending or threatened against the Company or any of its Subsidiaries which allege a violation of, or
any liability or potential liability under, any Environmental Laws, and since January 1, 2023, the operations of the Company and each
of its Subsidiaries are in compliance with all Environmental Laws in all material respects. |
| (b) | Since January 1, 2023, to the knowledge of the Company, none of the Company nor any of its Subsidiaries
has caused or permitted the spill or other Release of any Hazardous Substances at, on or under any property owned or leased by the Company
or any of its Subsidiaries that would reasonably be expected to result in liability under Environmental Laws on the part of the Company
or any of its Subsidiaries, except as has not had, or would not, individually or in the aggregate, be reasonably expected to have, a Material
Adverse Effect. |
| (c) | Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect, the Company and its Subsidiaries have not, by contract, expressly assumed or retained any liability or obligation pertaining to
environmental matters as a result of the acquisition or disposition of any assets or real property. |
| (a) | Except as set out in Section 27(a) of the Company Disclosure Letter, all material amounts due or accrued
for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation pay, overtime pay, sick days, termination
and severance pay, and benefits under Company Employee Plans and other similar accruals have either been paid or are accrued and accurately
reflected in the books and records of the Company and its Subsidiaries. Except as set out in Section 27(a) of the Company Disclosure Letter,
all material liabilities of the Company or any of its Subsidiaries due or accruing due to Company Employees have or shall have been paid
or accrued and accurately reflected in the books and records of the Company to the Effective Time, including premium contributions, remittances
and assessments for employment insurance, employer health tax, Canada Pension Plan, Québec Pension Plan, income Tax, social security
and any other employment-related legislation. Except as set out in Section 27(a) of the Company Disclosure Letter, all amounts due or
accrued for all consulting fees, any other forms of compensation or benefits and all liabilities of the Company or any of its Subsidiaries
due or accruing due to all current and former independent contractors of the Company or any of its Subsidiaries have either been paid
or are accrued and accurately reflected in the books and records of the Company and its Subsidiaries, in all material respects. |
| (b) | All written employment Contracts between
the Company or any of its Subsidiaries, and (i) any of the named executive officers of the
Company as identified in the Company’s management information circular dated April
15, 2025; and (ii) any Company Employee whose annual base salary exceeds $500,000 in local
currency, have been made available in the Data Room. |
| (c) | Except as set out in Section 27(c) of the Company Disclosure Letter, the Company and its Subsidiaries
have been since February 5, 2021, and are, in compliance in all material respects with all terms and conditions of employment and all
applicable Laws respecting labour and employment, including pay equity, employment equity, work classification, independent contractor
classification, outsourcing of works and services, work permits/authorizations, wages, hours of work, remote work, employment insurance,
discrimination, harassment, leave of absence, holiday pay, overtime, labour relations, privacy, workers compensation, human rights, French
language use, workforce training, disability and occupational health and safety. Except as set out in Section 27(c) of the Company Disclosure
Letter, with respect to any such Law, there is no claim, proceeding in progress or, to the knowledge of the Company, threatened against
the Company or its Subsidiaries. To the knowledge of the Company, the Company has investigated complaints of workplace harassment (including
psychological or sexual harassment) and workplace violence by any Company Employees or independent contractor of the Company or any of
its Subsidiaries in accordance with applicable Law and the Company does not reasonably expect any material liability with respect to any
such allegations. |
| (d) | Except as would not be material to the Company and its Subsidiaries, taken as a whole: (i) there are no
charges pending under occupational health and safety Laws (“OHSA”) in respect of the Company or any of its Subsidiaries,
and there are no appeals of any orders under OHSA applicable to the Company or any of its Subsidiaries currently outstanding; (ii) there
are no outstanding assessments, penalties, fines, liens, charges or surcharges due or owing pursuant to any workplace safety and insurance
legislation; (iii) the Company has not been reassessed in any material respect under such legislation in the past three years; and (iv)
to the knowledge of the Company, no audit of the Company is currently be performed pursuant to any applicable workplace safety and insurance
legislation. |
| (e) | Except as would not be material to the Company and its Subsidiaries, taken as a whole, all Company
Employees, former employees, and current and former independent contractors of the Company and its Subsidiaries have been accurately
classified by the Company and its Subsidiaries with respect to services as an employee or a non-employee for all purposes, including
wages, employment standards, payroll Taxes, and participation and benefit accrual under each Employee Plan. Neither the Company nor
any of its Subsidiaries has received any written notice from any Person disputing such classification, except as disclosed in Section
27(e) of the Company Disclosure Letter. |
| (f) | Except as set out in Section 27(f) of the Company Disclosure Letter, no Company Employee or independent
contractor of the Company or any of its Subsidiaries has any agreement as to length of notice or severance or compensation payment required
to terminate his or her employment or engagement (other than such as results by Law from the employment of an employee without an agreement
as to notice or severance). Except as set out in Section 27(f) of the Company Disclosure Letter, there are no change of control payments,
retention payments or severance payments or agreements with Company Employees, independent contractors of the Company or any of its Subsidiaries,
or Company Employee Plans providing for cash or other compensation or benefits (including any increase in amount of compensation or benefit
or the acceleration of time of payment or vesting of any compensation or benefit) upon or due to the consummation of the Arrangement or
any other transaction contemplated by this Agreement. |
| (g) | Except as set out in Section 27(g) of the Company Disclosure Letter, to the knowledge of the Company,
no Company Employee is employed or engaged pursuant to a work permit or visa issued by the applicable Governmental Entity. |
| 28. | Collective Agreements. |
| (a) | Unless such Collective Agreement is automatically applicable to the sector where the Company or its Subsidiaries
operate due to applicable Law or except as set forth in Section 28(a) of the Company Disclosure Letter, there is no Collective Agreement
in force with respect to the Company Employees. |
| (b) | No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agency or
affiliated bargaining agent holds bargaining rights with respect to any Company Employees by way of certification, interim certification,
voluntary recognition or succession rights or has applied or, to the knowledge of the Company, threatened to apply to be certified as
the bargaining agent of any Company Employees. To the knowledge of the Company, no union has applied to have the Company or any of its
Subsidiaries declared a common or related employer pursuant to any labour relations legislation in any jurisdiction in which the Company
or any of its Subsidiaries carries on business. |
| (c) | Except as set out in Section 28(c) of the Company Disclosure Letter, in the last three (3) years, there
are and have been no union organizing activities involving any Company Employees and, to the knowledge of the Company, there are no threatened
union organizing activities involving any Company Employee. |
| (d) | Except as set out in Section 28(d) of the Company Disclosure Letter, there is no labour strike, dispute,
lock-out, concerted refusal to work overtime, work slowdown, stoppage or similar labour activity or organizing campaign pending or, and,
in the last three years, no such event has occurred or, to the knowledge of the Company, been threatened against the Company or any of
its Subsidiaries, in the last three (3) years. |
| (e) | The Company and each of its Subsidiaries has not and is not engaged in any unfair labour practice and,
no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Company, threatened against
the Company or any of its Subsidiaries. |
| (f) | To the knowledge of the Company, there is no existing, threatened or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or contractors that would reasonably be expected to, singly or in the aggregate,
be material to the Company and its Subsidiaries, taken as a whole. |
| (a) | The Company has made available in the Data Room current, true, correct and complete copies of all material
Company Employee Plans, as amended, or, if oral, a description thereof together with all related material documentation, including (i)
the funding agreement (including any trust, insurance, record-keeping and other similar service provider Contracts); (ii) the most recent
member booklets and brochures and (iii) all material, non-routine correspondence with any Governmental Entity in respect of a Company
Employee Plan for the current year and the previous three (3) years. |
| (b) | Except
as set out in Section 29(b) of the Company Disclosure Letter or would not, individually or in the aggregate, be material to the Company
and its Subsidiaries, no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation
of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent event) (i) has
resulted or would result in the payment of any “excess parachute payment” within the meaning of section 280G of the Code
(or any corresponding provision of state, local or foreign income Laws relating to Taxes) in connection with the Arrangement, or (ii)
would not be deductible by reason of section 280G of the Code or would be subject to an excise tax under section 4999 of the Code. |
| (c) | The Company has, in all material respects, established, registered, communicated, invested, funded and
administered each Company Employee Plan, including any associated trust, fund or other funding arrangement, in accordance with Law and
the applicable Company Employee Plan terms. There have been no material non-compliance Tax or penalties imposed by a Governmental Entity
in respect of any Company Employee Plan, and no fact or circumstance exists that is reasonably likely to adversely affect the registered
status or intended favourable Tax treatment of any Company Employee Plan. |
| (d) | Each Company Employee Plan that is subject to section 409A or section 457A of the Code has been administered
in material compliance with its terms and section 409A or section 457A of the Code, as applicable (including the operational and documentary
requirements thereof) and all applicable regulatory guidance thereunder (including, notices, rulings and proposed and final regulations).
Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, (i) no payment to be made under
any Company Employee Plan is, or to the knowledge of the Company, will be, subject to the penalties of section 409A(a)(1) or section 457A
of the Code; and (ii) neither the Company nor any of its Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse
any Person for any excise taxes, interest or penalties incurred pursuant to section 409A or section 457A of the Code. |
| (e) | There are no pending, or to the knowledge of the Company, threatened claims or proceedings (other than
routine claims for benefits) in respect of any Company Employee Plan which could reasonably be expected to result in any material liability
to the Company or any of its Subsidiaries, and no audit or other proceeding by a Governmental Entity is pending, or to the knowledge of
the Company, threatened with respect to any Company Employee Plan. |
| (f) | Except as set out in Section 29(f) of the Company Disclosure Letter and other than in the Ordinary Course,
no commitments to improve or otherwise amend any Company Employee Plan have been made except as required by applicable Laws. |
| (g) | Neither the Company nor any of its Subsidiaries is an “ERISA Affiliate” (within the meaning
of ERISA) in respect of any Person other than the Company or any of its Subsidiaries, and no claim or allegation respecting “ERISA
Affiliate” status is pending or threatened. No Company Employee Plan is and neither the Company nor any of its Subsidiaries has
any liability with respect to (i) a plan that is subject to section 302 or Title IV of ERISA or sections 412, 430 or 4971 of the Code;
(ii) a multiemployer plan as defined under section 3(37) of ERISA; or (iii) a multiple employer welfare arrangement as defined in section
3(40) of ERISA. Each Company Employee Plan that is intended to be qualified under section 401(a) of the Code is subject to a favorable
determination letter from the Internal Revenue Service, and no event has occurred and no condition exists that could adversely affect
or result in the revocation of any such determination or cause the imposition of any material liability, penalty or Tax under ERISA or
the Code with respect to such determination. |
| (a) | The Company and each of its Subsidiaries, as applicable, is insured by reputable third party insurers
with reasonable and prudent policies appropriate for the size and nature of the business of the Company and its Subsidiaries and their
respective assets, taken as a whole, consistent with industry practice. |
| (b) | Each insurance policy held by the Company or any of its Subsidiaries is in full force and effect in accordance
with its terms, and neither the Company nor any of its Subsidiaries is in default in any material respect under the terms of any such
policy. There have not been any proposed or threatened termination of, or material premium increase with respect to, an such policies.
Neither the Company nor any of its Subsidiaries have received any written or, to the knowledge of the Company, oral notice that any material
claim pending under any insurance policy of the Company or its Subsidiaries has been denied, rejected or disputed by any insurer, or as
to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. To the knowledge
of the Company, all material claims covered by any insurance policy of the Company or any of its Subsidiaries have been properly reported
to and accepted by the applicable insurer. |
| (a) | Each of the Company and its Subsidiaries has timely filed all material Tax Returns required to be filed
by them and all such Tax Returns are complete and correct in all material respects. |
| (b) | Each of the Company and its Subsidiaries has paid or caused to be paid on a timely basis all material
Taxes (including instalments) which are due and payable, whether or not show as being due on any Tax Returns, other than those which are
being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated
financial statements of the Company. All material Tax liabilities required to be provided for in accordance with IFRS are adequately provided
for in the consolidated financial statements of the Company. Neither the Company nor any of its Subsidiaries has incurred any material
liability for Taxes other than those provided for in the consolidated financial statements of the Company and those arising in the Ordinary
Course since the date of the last consolidated financial statements of the Company. |
| (c) | Neither the Company nor any of its Subsidiaries is a party to any material action or proceeding for assessment
or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened against the Company or any
of its Subsidiaries, or any of their respective assets. |
| (d) | There are no material Liens (other than Permitted Liens) with respect to Taxes upon any of the assets
of the Company or its Subsidiaries. |
| (e) | Each of the Company and its Subsidiaries has in all material respects withheld or collected all amounts
required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity
when required by Law to do so. |
| (f) | No Governmental Entity of a jurisdiction where the Company or one
of its Subsidiaries, as applicable, does not file a Tax Return has made a claim in writing to the Company or the particular Subsidiary,
as the case may be, that the Company or the particular Subsidiary, as applicable, is subject to Tax or required to file Tax Returns in
such jurisdiction. |
| (g) | Each of the Company and its Subsidiaries has complied in material respects with the transfer pricing provisions
of each applicable Law, including for greater certainty, under section 247 of the Tax Act (and the corresponding provisions of any applicable
provincial Law) and Section 482 of the Code to the extent that failure to do so would reasonably be expected to give rise to Taxes. |
| (h) | There are no circumstances existing which could result in the application of sections 17, 78 or 80
to 80.04 of the Tax Act, or any equivalent provision under other applicable Law, to the Company and each of its Subsidiaries. |
| (i) | None of the Company or any of its Subsidiaries has participated or engaged in any “listed transactions”
within the meaning of Treasury Regulations section 1.6011-4(b)(2) (or any corresponding provision of applicable state, local or non-U.S.
Tax Law), a “reportable transaction” for purposes of section 237.3 of the Tax Act (or any substantially similar provision
of any applicable Laws), or for purposes of Section 6011 of the Code and the Treasury Regulations promulgated thereunder, or a “notifiable
transaction” for purposes of section 237.4 of the Tax Act (or any substantially similar provision of any applicable Laws). |
| (j) | The Company is a “taxable Canadian corporation” as defined in the Tax Act. |
| 32. | Corrupt Practices Legislation. |
| (a) | (i) None of the Company or any of its Subsidiaries, or any director or officer thereof, or, to the Company’s
knowledge, any owner, employee, agent, affiliate or representative of the Company or of any of its Subsidiaries when acting on behalf
of the Company or any of its Subsidiaries, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization
or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government
official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office) (“Government Official”) in order to influence official action, or to any person in violation
of any applicable anti-corruption laws; and (ii) the Company and each of its Subsidiaries have conducted their businesses in compliance
with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve
compliance with such laws and with the representations and warranties contained herein. |
| (a) | None of the Company, any of its Subsidiaries, or any director or officer thereof, or, to the Company’s
knowledge, any employee, agent, or representative of the Company or any of its Subsidiaries, is a Person that is, or is owned or controlled
by one or more Persons that are: |
| (i) | the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office
of Foreign Assets Control or the U.S. Department of State, Canada, the United Nations Security Council, the European Union, His Majesty’s
Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or |
| (ii) | located, organized or resident in a country or territory that is the subject of Sanctions (including,
without limitation, the Crimea Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Sudan, Syria,
Iran, Russia and North Korea). |
| (b) | Within the past five years, neither the Company nor any Subsidiary of the Company has conducted any internal
investigation, made any voluntary or involuntary disclosure, received any government inquiry, or received any whistleblower or other written
complaint involving alleged violations of anticorruption law, Money Laundering Law, or Sanctions. |
| 34. | Money Laundering. The operations of the Company and each of its Subsidiaries are and have been
conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those
of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company
and each of its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. |
| 35. | Privacy. Except as set out in Section 35 of the Company Disclosure Letter: |
| (a) | The Company and each of its Subsidiaries are and have been conducting their business in material compliance
with all applicable Privacy Commitments. |
| (b) | There are no current or unresolved requests for access to Personal Information by an individual that are
outstanding for more than 30 calendar days, unless otherwise exempted or a longer time is permitted under any Privacy Laws, nor is the
Company or any of its Subsidiaries the subject of any order issued by a Governmental Entity, made under any Privacy Commitment. |
| (c) | Neither the Company nor any of its Subsidiaries has been convicted of or is the subject of an order issued
by a Governmental Entity in respect of an offence for non-compliance with or breach of any Privacy Commitment nor has the Company or any
of its Subsidiaries been fined or otherwise sentenced for non-compliance with or breach of any Privacy Commitment nor has the Company
or any of its Subsidiaries settled any prosecution short of conviction for non-compliance with or breach of any Privacy Commitment. |
| (d) | The Company and each of its Subsidiaries have a Privacy Policy regarding the Processing of Personal Information
in connection with the operation of the business of the Company and its Subsidiaries and are and have been in compliance with such Privacy
Policy in all material respects. True and complete copies of Privacy Policies that are currently in effect and used by the Company or
any of its Subsidiaries are disclosed in the Data Room. The Company and its Subsidiaries have posted a Privacy Policy on all websites
and any mobile applications owned or operated by or for the Company or any of its Subsidiaries. |
| (e) | The Company and its Subsidiaries have established and implemented policies, programs and procedures that
are in material compliance with applicable Privacy Laws, including administrative, technical and physical safeguards, designed to protect
the confidentiality, integrity and security of Personal Information in their possession, custody or control against loss, unauthorized
access, use, modification, disclosure or other misuse. |
| (f) | To the knowledge of the Company, neither the Company nor its Subsidiaries have collected or received any
Personal Information online from children under the age of 13 without verifiable consent of a parent or legal guardian, or directed any
of their websites or applications to children under the age of thirteen through which such Personal Information could be obtained. |
| (g) | Neither the Company nor any of its Subsidiaries sells, rents or otherwise makes available any Personal
Information to any Person, except in a manner that complies in all material respects with the applicable Privacy Commitments. The Company
and the Subsidiaries have obtained written agreements from all third parties to whom it has provided, transferred, disclosed or made available
any Personal Information that satisfy the requirements of applicable Privacy Commitments. |
| (h) | Complete and accurate copies of all security audits and penetration test results conducted by or on behalf
of the Company or any of its Subsidiaries since February 5, 2021 have been made available in the Data Room. |
| (a) | The Data Room identifies all Company AI Products and all other proprietary AI Technology forming part
of the Owned Intellectual Property that is used in and material to the Company’s or any of its Subsidiaries’ business as now
operated (collectively, “Company AI”), including with respect to the AI Technology: (i) the owner of the AI Technology;
(ii) the purpose for which the Company or its Subsidiaries use the AI Technology (including with respect to any fine-tuning or further
training); (iii) for each piece of AI Technology owned by the Company or its Subsidiaries, all sources of material training data by the
AI Technology; and (iv) whether the AI Technology is used internally or provided for use by third parties. |
| (b) | The Data Room contains all Contracts under which (i) a third-party licenses or provides the Company or
its Subsidiaries any material AI Technology; (ii) the Company or its Subsidiaries receive or access material data of a third party for
use in connection with training the AI Technology; (iii) the Company or its Subsidiaries share with third parties, or provide third parties
access to, material data for use in connection with training AI Technology; or (iv) third parties use AI Technology licensed or provided
by the Company or its Subsidiaries. |
| (c) | The Company and its Subsidiaries have: (i) obtained all licenses, consents, and permissions, provided
all notices and disclosures, and otherwise have all rights, in each case as required under Law, to collect and use all AI Data in the
conduct of the Company’s or any of its Subsidiaries’ business as currently operated in relation to Company AI; and (ii) complied
in all material respects with all use restrictions and other requirements of any license, consent, permission, or other Contract and any
website terms of use, terms of service, or other terms governing the Company’s or any of its Subsidiaries’ collection and
use of all AI Data. No such license, consent, permission or other Contract has been terminated, revoked or rescinded. |
| (d) | The Data Room identifies all material Generative AI Tools used by the Company or any of its Subsidiaries
and, for any such Generative AI Tool owned or controlled by any other Person, the license or other Contract governing the Company’s
or any of its Subsidiaries’ use thereof. The Company and its Subsidiaries have not: (i) used any Generative AI Tools (whether owned
or controlled by the Company or any of its Subsidiaries or any other Person) in a manner that adversely affects the ownership, validity,
enforceability, registrability, or patentability of any Owned Intellectual Property; or (ii) used any Generative AI Tool in a manner that
does not comply with the applicable license or other Contract terms. No such license or other Contract has been terminated, revoked or
rescinded. |
| (e) | The Company and its Subsidiaries have made available to the Purchaser all policies and procedures of the
Company and its Subsidiaries, if applicable, related to the use of AI Technology, including use of Generative AI Tools by the Company’s
and its Subsidiaries’ employees, consultants, and contractors. The Company and its Subsidiaries have complied and are in compliance
with such policies and procedures in all material respects. |
| (f) | The Company and its Subsidiaries have implemented and maintained appropriate technical, physical and organizational
controls, polices, procedures, safeguards, measures, plans and technologies with respect to the Company AI consistent with current industry
practices and that a reasonably prudent and diligent commercial entity substantially similar to the Company and its Subsidiaries and that
offers products and services substantially similar to the Company AI Products would undertake in similar circumstances to mitigate the
risks of (i) Regurgitation; and (ii) infringement, misappropriation of trade secrets or output that otherwise ▇▇▇▇▇ or violates a Person’s
rights. |
| (g) | Neither the Company nor any of its Subsidiaries is a party to any action or proceeding and, to the knowledge
of the Company, no action or proceeding has been threatened (i) that alleges that any AI Data used in the development, training, improvement,
or testing of any Company AI Product was falsified, biased, untrustworthy, or manipulated in violation of applicable Law; or (ii) otherwise
concerning any Company AI Product or the Company’s or any of its Subsidiaries’ development or implementation of AI Technology. |
| (h) | The Company’s or any of the Subsidiaries’ practices relating to the training of Company AI
Products using AI Technology materially complies with all Privacy Commitments. |
| 37. | Anti-Spam. Each of the Company and its Subsidiaries: (i) are and, since February 5, 2021, have
been conducting their business in material compliance with applicable Anti-Spam Laws, and maintain records sufficient to demonstrate such
compliance; (ii) has a valid consent or exception to consent, that materially complies with the consent requirements under applicable
Anti-Spam Laws, to install or cause to be installed any computer program on another Person’s computer system; (iii) has an express
or implied consent or exception to consent that materially complies with the consent requirements under applicable Anti-Spam Laws, or
is otherwise permitted under applicable Anti-Spam Laws, to send Commercial Electronic Messages to each Electronic Address in its marketing
and advertising database, including customers, prior customers, prospective customers, end users of Company Platforms and other third
party contacts; and (iv) has in place appropriate processes and practices to comply with applicable Anti-Spam Laws. |
| 38. | Fairness Opinions. The Special Committee has received the Fairness Opinions and
the Formal Valuation. The Fairness Opinions and the Formal Valuation have not been withdrawn, revoked or otherwise modified. True and
complete copies of the Fairness Opinions and the Formal Valuation will, when executed and delivered in writing, be made available to the
Purchaser on an informational and non-reliance basis. |
| 39. | Brokers. Other than BMO Capital Markets and BofA Securities, Inc., no investment banker,
broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Company or any
of its Subsidiaries or any of their respective Representatives or is entitled to any fee, commission or other payment from the
Company or any of its Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement. A true
and complete copy of the engagement letters between the Company and each of the Financial Advisors relating to the transactions
contemplated by this Agreement have been provided to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and the Company has made true and complete disclosure to
the Purchaser of all fees, commissions or other payments that may be incurred pursuant to such engagement or that may otherwise be
payable to the Financial Advisors in connection with the Arrangement. |
| 40. | Board and Special Committee Approval. |
| (a) | As of the date of this Agreement, the Special Committee, after consultation with its financial and legal
advisors, has unanimously recommended that the Board approve the Arrangement and recommends that the Shareholders vote in favour of the
Arrangement Resolution. |
| (b) | As of the date of this Agreement, the Board, acting on the unanimous recommendation in favour of the Arrangement
by the Special Committee, after consultation with its financial and legal advisors, has unanimously (with interested Directors abstaining):
(i) determined that the Consideration to be received by the Shareholders pursuant to the Arrangement is fair to such holders (other than
the Purchaser and its affiliates) and that the Arrangement is in the best interests of the Company; (ii) resolved to recommend that the
Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance
by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede, such determinations, resolutions
or authorizations. |
Schedule D
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
| 1. | Organization and Qualification. The Purchaser is a corporation duly incorporated and validly existing
under the laws of the jurisdiction of its incorporation and has the requisite power and capacity to own and lease its assets and properties
and conduct its business as now owned and conducted. |
| 2. | Corporate Authorization. The Purchaser has the requisite corporate power and authority to enter
into and perform its obligations under this Agreement and to complete the transactions contemplated by this Agreement. The execution,
delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other
transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and no other
corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the
consummation of the Arrangement and the other transactions contemplated hereby. |
| 3. | Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser,
and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject to any
limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion
that a court may exercise in the granting of equitable remedies such as specific performance and injunction. |
| 4. | Governmental Authorization. The execution, delivery and performance by the Purchaser of its obligations
under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization
or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Purchaser other than: (i) the
Interim Order; (ii) the Final Order; (iii) filings under the BCBCA; (iv) customary filings with the Securities Authorities and the TSX;
and (v) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any
Governmental Entity which, if not taken or made, would not be reasonably be expected to, individually or in the aggregate, prevent or
materially impede the ability of the Purchaser to consummate the Arrangement and the transactions contemplated hereby. |
| 5. | Non-Contravention. The execution, delivery and performance by the Purchaser of its obligations
under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not: |
| (a) | contravene, conflict with, or result in any violation or breach of the organizational documents of the
Purchaser; |
| (b) | assuming receipt of the Authorizations contemplated in Paragraph 4 of this Schedule D, contravene, conflict
with or result in a violation or breach of any Law; or |
| (c) | require any consent or approval by any Person under, constitute a default, or an event that, with or without
notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of
any right or obligation or the loss of any benefit to which the Purchaser or any of its Subsidiaries (other than the Company and its Subsidiaries)
is entitled under, any Contract or Authorization to which the Purchaser or any of its Subsidiaries (other than the Company and its Subsidiaries)
is a party or by which the Purchaser or any of its Subsidiaries (other than the Company and its Subsidiaries) is bound; |
except in the case of
each of clauses (b) and (c) as would not, individually or in the aggregate, materially impede the ability of the Purchaser to consummate
the Arrangement and the transactions contemplated hereby.
| 6. | Securities Laws Matters. |
| (a) | The Purchaser is a “reporting issuer” (or the equivalent) under Securities Laws in all of
the provinces of Canada and is not on the list of reporting issuers in default under applicable Securities Laws in all of the provinces
of Canada. The Purchaser Shares are registered under Section 12(b) of the Exchange Act. The Purchaser is a “foreign private
issuer” within the meaning of Rule 3b-4 under the Exchange Act. The Purchaser Shares are listed and posted for trading on the
Exchanges. The Purchaser is in compliance in all material respects with its obligations under Securities Laws. The Purchaser is in compliance
with the rules and regulations of the Exchanges to which is it subject, except where non-compliance would not reasonably be expected to
materially impede the consummation of the Arrangement. |
| (b) | The Purchaser has not taken any action to cease to be a “reporting issuer” in any of the provinces
or territories of Canada or for the Purchaser Shares to cease to be registered under Section 12(b) of the Exchange Act nor has the
Purchaser received notification from any Securities Authority seeking to revoke the reporting issuer status of the Purchaser. No proceeding
or order for the delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Purchaser
is in effect or pending or, to the knowledge of the Purchaser, has been threatened or is expected to be implemented or undertaken. |
| (c) | Since January 1, 2024, the Purchaser has timely filed with the Securities Authorities all material forms,
reports, schedules, statements and other documents required to be filed by the Purchaser under Securities Laws with the Securities Authorities.
The documents comprising the Purchaser Filings, as of their respective dates (or, if amended or superseded by a subsequent Purchaser Filing
prior to the date of this Agreement, on the date of such subsequent Purchaser Filing), complied as filed in all material respects with
applicable Securities Laws and did not contain any Misrepresentation. The Purchaser has not filed any confidential material change report
with any Securities Authority which, as at the date of this Agreement, remains confidential. As of the date of this Agreement, there are
no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Purchaser Filings. Neither
the Purchaser nor any of its Subsidiaries is a party to any ongoing proceeding by any Securities Authority or the Exchanges and, to the
knowledge of the Purchaser, no such proceeding is threatened. |
| (d) | The Purchaser is not required to be registered as an investment company under the U.S. Investment Company
Act. |
| 7. | Consideration Shares. (i) The
authorized capital of Purchaser is set forth in the Purchaser Filings. The Purchaser Shares
to be issued pursuant to the Arrangement as part of the Consideration, upon exercise of Replacement
Options and in satisfaction of the settlement of Incentive Securities in accordance with
the Plan of Arrangement, upon issuance, will be validly issued as fully paid and nonassessable
common shares in the capital of the Purchaser, will be listed for trading on the Exchanges
(subject only to the satisfaction of the conditions set forth in the Stock Exchange Approvals).
(ii) The Purchaser Shares to be issued pursuant to the Arrangement as part of the Consideration,
upon exercise of Replacement Options and in satisfaction of the settlement of Incentive Securities
in accordance with the Plan of Arrangement, will not be subject to any resale restrictions
under applicable Securities Laws (other than, in the case of Securities Laws, as applicable
to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of
Securities, and other than, in the case of Securities Laws of the United States, as applicable
to affiliates of the Purchaser), and, except under applicable Laws and as contemplated in
the Constating Documents of the Purchaser, will not be subject to any contractual or other
restrictions on transferability or voting. The issuance of the Purchaser Shares, Replacement
Options, Surviving RSUs and Surviving PSUs pursuant to the Arrangement is not required to
be registered under the U.S. Securities Act or any other applicable U.S. Securities Laws. |
| 8. | Financial Statements. The audited consolidated financial statements and the unaudited condensed
interim consolidated financial statements of the Purchaser (including, in each case, the notes or schedules to and, as applicable, the
auditor’s report on such financial statements) included in the Purchaser Filings (a) were prepared in accordance with IFRS and present
fairly, in all material respects, the financial position, financial performance and cash flow of the Purchaser as of their respective
dates and for the periods covered by such financial statements (except as may be expressly set forth in such financial statements), subject
to normal year-end adjustments and the absence of notes in the case of any interim financial statements and (b) comply as to form in all
material respects with applicable accounting requirements in Canada. There have been no material changes in accounting methods, policies,
or practices of the Purchaser or any of its Subsidiaries since June 30, 2024, except, in each case, as described in the notes to the financial
statements included in the Purchaser Filings. The Purchaser does not intend to correct or restate, nor is there any basis for any correction
or restatement of, any aspect of any of the foregoing financial statements. |
| 9. | Disclosure Controls and Internal Control over Financial Reporting. |
| (a) | The Purchaser has established and maintains disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) of the Exchange Act and in NI 52-109) designed to provide reasonable assurance that information required to be
disclosed by the Purchaser in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities
Laws is recorded, processed, summarized and reported within the time periods required by applicable Securities Laws. Such disclosure controls
and procedures include controls and procedures designed to ensure that information required to be disclosed by the Purchaser in its annual
filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws is accumulated and communicated
to the Purchaser’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure. |
| (b) | The Purchaser has established and maintains a system of internal control over financial reporting (as
such term is defined in Rule 13a-15(e) of the Exchange Act and in NI 52-109) designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. |
| (c) | To the knowledge of the Purchaser, there is no (i) material weakness (as such term is defined in NI 52-109)
relating to the design, implementation or maintenance of the Purchaser’s internal control over financial reporting; or (ii) fraud,
whether or not material, that involves Representatives, consultants or independent contractors who have a significant role in the internal
control over financial reporting of the Purchaser. Since December 31, 2024, to the knowledge of the Purchaser, neither of the Purchaser,
any of its Subsidiaries, nor any of its or their respective Representatives has received or otherwise obtained knowledge of any complaint,
allegation, assertion, claim or proceeding regarding accounting, internal accounting controls or auditing matters, including any proceeding
alleging that the Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression
of concern from its Representatives regarding questionable accounting or auditing matters, in each case that has not been resolved to
the satisfaction of the audit committee of the board of directors of the Purchaser. |
| 10. | Litigation. Other than as set forth or contemplated in the Purchaser Filings, there are no claims,
actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser, threatened, against
or involving the Purchaser or any of its Subsidiaries by or before any Governmental Entity nor is the Purchaser or any of its Subsidiaries
subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, is reasonably likely
to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby. |
| 11. | Absence of Certain Changes or Events. Since June 30, 2025, other than the transactions permitted
or contemplated by this Agreement and as disclosed in the Purchaser Filings filed prior to the date of this Agreement, the business of
the Purchaser and of each of its Subsidiaries (other than the Company and its Subsidiaries) has been conducted in the ordinary course
consistent with the past practice of the normal day-to-day operations of the business of the Purchaser and its Subsidiaries (other than
the Company and its Subsidiaries). |
| 12. | Security Ownership. Other than
152,004,019 Multiple Voting Shares and 6,874,822 Subordinate Voting Shares beneficially owned
by the Purchaser as of the date hereof, none of Purchaser and its Subsidiaries or any other
Person acting jointly or in concert with any of them, beneficially owns or controls as of
the date hereof any Shares or any securities that are convertible into or exchangeable or
exercisable for Shares. |
| (a) | Other than the Support and Voting Agreements, there are no contracts, undertakings, commitments, arrangements or understandings,
whether written or oral, between the Purchaser or any of its affiliates, on the one hand, and any beneficial owner of outstanding Shares
or any member of the Company’s management or the Board, on the other hand, relating in any way to the Company’s securities,
the transactions contemplated by this Agreement or the Arrangement Resolution. |
| (b) | There are no contracts, undertakings, commitments, arrangements or understandings, whether written or oral, between the Purchaser or any
of its affiliates, on the one hand, and any beneficial owner of outstanding Shares or any member of the Company’s management or
the Board, on the other hand that would provide or confer a “collateral benefit” or that would constitute a “connected
transaction”, in each case within the meaning of MI 61-101. |
| 14. | Compliance with Law. The Purchaser and each of its Subsidiaries (other than the Company and its
Subsidiaries) is, and since January 1, 2023 has been, in compliance in all material respects with applicable Law. Neither the Purchaser
nor any of its Subsidiaries (other than the Company and its Subsidiaries) or any of their respective directors or officers is, to the
knowledge of the Purchaser, under any investigation with respect to, or since January 1, 2023 has been convicted, charged or threatened
to be charged with, or received a notice of, any violation or potential violation of any Law from any Governmental Entity, in each case,
that if determined adverse to the interests of the Purchaser or its Subsidiaries, would, individually or in the aggregate, be reasonably
likely to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby. |
| 15. | Investment Canada Act. The Purchaser is a Canadian, and is not controlled in fact by one or more
non-Canadians, all within the meaning of the Investment Canada Act. |
| 16. | Financing. The Purchaser will have at the Effective Time sufficient funds available to satisfy
the aggregate Cash Consideration and the cash component of any Combination Consideration payable by the Purchaser pursuant to the Arrangement
in accordance with the terms of this Agreement and the Plan of Arrangement and to satisfy all other obligations payable by the Purchaser
pursuant to this Agreement and the Arrangement. |
| (a) | Each of the Purchaser and its Subsidiaries (other than the Company and its Subsidiaries) has timely filed
all material Tax Returns required to be filed by them and all such Tax Returns are complete and correct in all material respects. |
| (b) | Each of the Purchaser and its Subsidiaries (other than the Company and its Subsidiaries) has paid or caused
to be paid on a timely basis all material Taxes (including instalments) which are due and payable, whether or not show as being due on
any Tax Returns, other than those which are being or have been contested in good faith and in respect of which reserves have been provided
in the most recently published consolidated financial statements of the Purchaser. All material Tax liabilities required to be provided
for in accordance with IFRS are adequately provided for in the consolidated financial statements of the Purchaser. Neither the Purchaser
or its Subsidiaries (other than the Company and its Subsidiaries) has incurred any material liability for Taxes other than those provided
for in the consolidated financial statements of the Purchaser and those arising in the Ordinary Course since the date of the last consolidated
financial statements of the Purchaser. |
| (c) | Neither the Purchaser or its Subsidiaries (other than the Company and its Subsidiaries) is a party to
any material action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the
Purchaser, threatened against the Purchaser or its Subsidiaries (other than the Company and its Subsidiaries), or any of their respective
assets. |
| (d) | There are no material Liens (other than Permitted Liens) with respect to Taxes upon any of the assets
of the Purchaser or its Subsidiaries (other than the Company and its Subsidiaries). |
| (e) | Each of the Purchaser and its Subsidiaries (other than the Company and its Subsidiaries) has in all material
respects withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts
to the appropriate Governmental Entity when required by Law to do so. |
| (f) | No Governmental Entity of a jurisdiction where the Purchaser or one
of its Subsidiaries (other than the Company and its Subsidiaries), as applicable, does not file a Tax Return has made a claim in writing
to the Purchaser or the particular Subsidiary (other than the Company and its Subsidiaries), as the case may be, that the Purchaser or
the particular Subsidiary, as applicable, is subject to Tax or required to file Tax Returns in such jurisdiction. |
| (g) | Each of the Purchaser and its Subsidiaries (other than the Company and its Subsidiaries) has complied
in material respects with the transfer pricing provisions of each applicable Law, including for greater certainty, under section 247 of
the Tax Act (and the corresponding provisions of any applicable provincial Law) and Section 482 of the Code to the extent that failure
to do so would reasonably be expected to give rise to Taxes. |
| (h) | There are no circumstances existing which could result in the application of sections 17, 78 or 80
to 80.04 of the Tax Act, or any equivalent provision under other applicable Law, to the Purchaser and each of its Subsidiaries
(other than the Company and its Subsidiaries). |
| (i) | None of the Purchaser nor any of its Subsidiaries (other than the Company and its Subsidiaries) has participated
or engaged in any “listed transactions” within the meaning of Treasury Regulations section 1.6011-4(b)(2) (or any corresponding
provision of applicable state, local or non-U.S. Tax Law), a “reportable transaction” for purposes of section 237.3 of the
Tax Act (or any substantially similar provision of any applicable Laws), or for purposes of Section 6011 of the Code and the Treasury
Regulations promulgated thereunder, or a “notifiable transaction” for purposes of section 237.4 of the Tax Act (or any substantially
similar provision of any applicable Laws). |
| (j) | The Purchaser is a “taxable Canadian corporation” as defined in the Tax Act. |
| 18. | Brokers. Except for Persons, if any, whose fees and expenses will be paid by the Purchaser, no
investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the
Purchaser or any of its Subsidiaries or any of their respective Representatives or is entitled to any fee, commission or other payment
from the Purchaser or any of its Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement
based upon arrangements made by or on behalf of the Purchaser or any of its Subsidiaries. |
Schedule E
D&O Support and Voting Agreement
September l, 2025
TELUS Corporation
Dear Sirs/Madams:
Re: Support and Voting Agreement
The undersigned understands that TELUS Corporation (the “Purchaser”)
and TELUS International (Cda) Inc. (the “Company”) wish to enter into an arrangement agreement dated as of the
date hereof and (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement
Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Division 5 of
Part 9 of the Business Corporations Act (British Columbia), the result of which shall be the acquisition by the Purchaser
of all the outstanding Multiple Voting Shares and the Subordinate Voting Shares of the Company (the “Shares”).
All capitalized terms used but not otherwise defined herein shall
have the respective meaning ascribed to them in the Arrangement Agreement.
The undersigned is the registered or sole owner (beneficially or otherwise)
of such number of Shares and other securities of the Company as of the record date for the Company Meeting (collectively, the “Subject
Securities”) as set forth on the signature page attached to this letter agreement.
| 1. | The undersigned ▇▇▇▇▇▇ agrees, solely in his or her capacity as a securityholder
of the Company and not in his or her capacity as an officer or director of the Company, from the date hereof until the termination of
this letter agreement in accordance with its terms: |
| (a) | to vote or to cause to be voted the Subject Securities (including, for greater
certainty, any Subordinate Voting Shares issued upon the exercise of Options in accordance with their terms or the settlement of RSUs
and PSUs in accordance with their terms): (i) in favour of the Arrangement, including the Arrangement Resolution and the transactions
contemplated by the Arrangement Agreement, and any other matter necessary to facilitate the consummation of, the Arrangement Agreement
or the transactions contemplated by the Arrangement Agreement; and (ii) against any Acquisition Proposal and any other matter which
would impede, frustrate, interfere with, postpone, prevent, adversely affect or delay the completion of the Arrangement Agreement or the
other transactions contemplated by the Arrangement Agreement; |
| (b) | no later than ten (10) days prior to the Company Meeting, to deliver
or to cause to be delivered to the Company or the applicable proximate intermediary, as applicable, in each case, with a copy to the Purchaser
concurrently, duly executed proxies or voting instruction forms, as applicable, directing the Subject Securities to be voted in favour
of the approval of the Arrangement, including the Arrangement Resolution and any other matter necessary to facilitate, the Arrangement,
and (if applicable) name, in proxies or voting instruction forms, as applicable, those individuals as may be designated by the Company
in the Company Circular for such purpose; |
| (c) | not take, or instruct any Person to take, any action to withdraw, revoke,
amend or invalidate any proxies or voting instruction forms, as applicable, delivered to or deposited with the Company or the applicable
proximate intermediary, as applicable, pursuant to paragraph (b) above, notwithstanding any statutory or other rights or otherwise; |
| (d) | not to, directly or indirectly (including through any of its Representatives):
(i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing, providing copies of,
access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary)
any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii)
accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal; (iii) enter
into, continue or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with any Person (other than
with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes
or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iv) withdraw support, or propose publicly to withdraw
support, from the transactions contemplated by the Arrangement Agreement; (v) enter, or propose publicly to enter, into any agreement
related to any Acquisition Proposal; (vi) act jointly or in concert with others with respect to voting securities of the Company
for the purpose of opposing or competing with the Purchaser in connection with the Arrangement Agreement; or (vii) requisition or
join in the requisition of any meeting of the securityholders of the Company for the purpose of considering any resolution related to
any Acquisition Proposal; |
| (e) | except as contemplated by the Arrangement Agreement, this letter agreement,
or upon the settlement of Incentive Securities, not to, directly or indirectly: (i) sell, transfer, gift, assign, grant a participation
interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”),
or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization
arrangement) with respect to the Transfer of any of its Subject Securities to any Person, other than pursuant to the Arrangement Agreement;
(ii) grant or agree to grant any proxy, power of attorney or other right to vote the Subject Securities, or enter into any voting
trust or pooling agreement or arrangement in respect of the Subject Securities or enter into or subject any of the Subject Securities
to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering
thereof or revoke any proxy granted pursuant to this letter agreement; or (iii) agree to take any of the actions described in the
foregoing clauses (i) and (ii), provided that the undersigned may (A) exercise and/or settle Incentive Securities to acquire additional
Shares, (B) authorize the Company to (1) withhold any Subject Securities that may otherwise be due to the undersigned pursuant to the
exercise of Incentive Securities, and (2) sell any such Subject Securities to fund employee withholding taxes which must be remitted by
the Company with respect to the exercise or settlement of the Incentive Securities, and (C) Transfer Subject Securities to a corporation,
family trust, registered retirement savings plan or other entity directly or indirectly owned or controlled by the undersigned or under
common control with or controlling the undersigned provided that (1) such Transfer shall not relieve or release the undersigned of
or from his or her obligations under this Agreement, including, without limitation, the obligation of the undersigned to vote or cause
to be voted all Subject Securities at the Company Meeting in favour of the approval of the Arrangement Resolution and any other matter
necessary for the consummation of the transactions contemplated by the Arrangement Agreement, and (2) prompt written notice of such
Transfer is provided to the Purchaser; and |
| (f) | not to exercise any rights of appraisal or rights of dissent provided under
any applicable Laws, including Dissent Rights, or otherwise in connection with the Arrangement or the transactions contemplated by the
Arrangement Agreement considered at the Company Meeting in connection therewith. |
| 2. | Notwithstanding any provision of this letter agreement to the contrary,
the Purchaser hereby agrees and acknowledges that the undersigned is executing this letter agreement and is bound hereunder solely in
his or her capacity as a securityholder of the Company. Without limiting the provisions of the Arrangement Agreement, nothing contained
in this letter agreement shall limit or affect any actions the undersigned may take in his or her capacity as a director or officer of
the Company or limit or restrict in any way his or her fiduciary duties as director or officer of the Company. The undersigned acknowledges
that Article 5 of the Arrangement Agreement imposes certain restrictions on the actions of the Company and its officers and directors. |
| 3. | The undersigned hereby represents and warrants that (a) the only securities
of the Company beneficially owned or controlled, directly or indirectly, by the undersigned on the date hereof are the Subject Securities;
(b) as at the date hereof, the undersigned is, and immediately prior to the Effective Time will be, the sole beneficial owner of the Subject
Securities, with good and marketable title thereto, free and clear of all Liens; and (c) the undersigned has the right to sell and vote
or direct the sale and voting of the Subject Securities. The undersigned agrees that if he or she acquires any additional Shares or Incentive
Securities following the date hereof, such additional Shares or Incentive Securities shall be deemed to be Subject Securities for purposes
of this letter agreement. |
| 4. | The undersigned hereby represents and warrants that (a) this letter
agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the undersigned in accordance
with its terms, and the performance by the undersigned of its obligations hereunder will not constitute a violation or breach of or default
under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the undersigned will be
a party and by which the undersigned will be bound at the time of such performance; and (b) he or she has been afforded the opportunity
to obtain independent legal advice and confirms by the execution of this letter agreement that he or she has either done so or waived
his or her right to do so in connection with the entering into of this letter agreement, and that any failure on the undersigned’s
part to seek independent legal advice shall not affect (and the undersigned shall not assert that it affects) the validity, enforceability
or effect of this letter agreement or the Arrangement Agreement. |
| 5. | This letter agreement shall automatically terminate and be of no
further force or effect upon the earlier of: (i) the Effective Time, (ii) the date on which the Board makes a Change in
Recommendation, or (iii) termination of the Arrangement Agreement in accordance with its terms. |
| 6. | Each of the undersigned and the Purchaser hereby consents to the disclosure
of the substance of this Agreement in any press release, documents filed with the Court in connection with the Arrangement or transactions
contemplated by the Arrangement Agreement or any filing pursuant to applicable Securities Laws, including the Circular and the Schedule
13E-3. |
| 7. | This Agreement will be governed by and interpreted and enforced in accordance
with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each Party irrevocably attorns and
submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia and waives objection to the venue of any proceeding
in such court or that such court provides an inconvenient forum. |
| 8. | The Purchaser may without the prior written consent of the undersigned assign,
delegate or otherwise Transfer its rights and interests set forth herein to an assignee of all of the Purchaser’s rights and obligations
herein to an assignee of the Purchaser’s rights and obligations under the Arrangement Agreement pursuant to an assignment thereof
in accordance with the Arrangement Agreement. The undersigned may not assign, delegate or otherwise Transfer any of its rights, interests
or obligations under this letter agreement without the prior written consent of the Purchaser. |
| 9. | Each of the undersigned and the Purchaser hereby consents to the disclosure
of the substance of this letter agreement in any press release, documents filed with the Court in connection with the Arrangement or transactions
contemplated by the Arrangement Agreement or any filing pursuant to applicable Securities Laws, including the Company Circular. |
| 10. | This letter agreement may be executed in any number of counterparts (including
counterparts by facsimile or electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same
instrument. This letter agreement may only be amended, supplemented or otherwise modified by written agreement singed by the parties hereto. |
| 11. | If the foregoing is in accordance with the Purchaser’s understanding
and is agreed to by the Purchaser, please signify the Purchaser’s acceptance by the execution of the enclosed copies of this letter
agreement where indicated below by an authorized signatory of the Purchaser and return the same to the undersigned, upon which this letter
agreement as so accepted shall constitute an agreement between the Purchaser and the undersigned. |
[Remainder of page left intentionally blank.
Signature page follows.]
Yours truly,
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(Signature) |
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(Print Name) |
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(Place of Residency) |
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(Name and Title) |
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Address: |
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| Multiple voting shares owned (beneficially or otherwise) as of the date hereof: |
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| Subordinate voting shares owned (beneficially or otherwise) as of the date hereof: |
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| Options held as of the date hereof: |
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| RSUs held as of the date hereof: |
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| PSUs held as of the date hereof: |
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[Signature page to the
D&O Support and Voting Agreement]
Accepted
and agreed on this September l,
2025.
TELUS CORPORATION
[Signature page to the
D&O Support and Voting Agreement]
Schedule F
SHAREHOLDER Support and Voting Agreement
SUPPORT AND VOTING AGREEMENT
THIS AGREEMENT is made as of September
1, 2025.
BETWEEN:
▇▇▇▇ B.V., a legal
person governed by the laws of the Netherlands
(the “Shareholder”)
- and -
TELUS Corporation a corporation
existing under the laws of British Columbia
(the “Purchaser”)
WHEREAS the Shareholder is the registered
and beneficial owner of 12,377,857 multiple voting shares (the “Multiple Voting Shares”) and 35,441,397 subordinate
voting shares (the “Subordinate Voting Shares” and, together with the Multiple Voting Shares, the “Subject
Securities”) in the share capital of TELUS International (Cda) Inc., a company existing under the Business Corporations Act
(British Columbia) (the “Company”);
WHEREAS the Purchaser and the Company
wish to enter into an arrangement agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the “Arrangement Agreement”);
WHEREAS the Shareholder intends to convert
its Multiple Voting Shares into Subordinate Voting Shares in accordance with their terms prior to the record date for the Company Meeting;
and
AND WHEREAS, as a condition to the willingness
of the Purchaser to enter into the Arrangement Agreement and incur the obligations set forth therein, the Purchaser has requested that
the Shareholder enters into this Agreement.
NOW THEREFORE this Agreement witnesses
that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
Article 1
INTERPRETATION
Section 1.1
Definitions in Arrangement Agreement
All terms used in this Agreement
that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the
Arrangement Agreement.
Article 2
COVENANTS OF THE SHAREHOLDER
Section 2.1
General
The Shareholder hereby covenants
and irrevocably agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with
Article 4, except as permitted by this Agreement:
| (a) | at the Company Meeting (including in connection with any separate vote of any sub-group of securityholders
of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement
thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting)
with respect to the Arrangement Resolution or the Arrangement is sought, the Shareholder shall cause its Subject Securities to be counted
as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (i) in favour of the approval
of the Arrangement Resolution; and (ii) against any proposed action or agreement which would reasonably be expected to adversely affect,
prevent, delay or interfere with the completion of the Arrangement and the transactions contemplated by the Arrangement Agreement (the
“Transactions”); |
| (b) | at any meeting of securityholders of the Company (including in connection with any separate vote of any
sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any
adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders
of the Company is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its Subject Securities to be
counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities against any proposed
action by the Company or any other Person in respect of any Acquisition Proposal (other than the Transactions) and/or any proposed action
or agreement which would reasonably be expected to adversely affect, prevent, delay or interfere with the completion of the Transactions; |
| (c) | in connection with and subject to Section 2.1(a) and Section 2.1(b), as soon as practicable
following the mailing of the Company Circular and in any event no later than seven (7) days prior to the Company Meeting (and any other
meeting contemplated in Section 2.1(a) or Section 2.1(b)), the Shareholder shall deliver or cause to be delivered (including
by instructing any intermediary through which the Shareholder holds the Subject Securities to arrange for such delivery) to the Company,
with a copy to the Purchaser, duly completed and executed proxies or voting instruction forms voting in accordance with the Shareholder’s
obligations in Section 2.1(a) and Section 2.1(b), as applicable, to name in such proxies or voting instruction forms those individuals
as may be designated by the Company in the Company Circular and such proxies or voting instruction forms not to be revoked or withdrawn
without the prior written consent of the Purchaser; |
| (d) | the Shareholder hereby revokes and will take all steps necessary to effect the revocation of any and all
previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the
matters set forth in this Agreement and agrees not to, directly or indirectly, grant or deliver any other proxy, power of attorney or
voting instruction form with respect to the matters set forth in this Agreement except as expressly required by this Agreement; |
| (e) | while this Agreement is in effect, the Shareholder shall not, directly or indirectly, (i) solicit proxies,
or become a participant in a solicitation, in opposition to, or competition with, the Arrangement Agreement or the Transactions, (ii)
act jointly or in concert with others for the purpose of opposing or competing with the Purchaser in connection with the Arrangement Agreement
or the Transactions, (iii) publicly withdraw support from the Arrangement or publicly approve, accept, endorse or recommend any Acquisition
Proposal, (iv) enter, or propose publicly to enter, into any agreement, arrangement or understanding related to any Acquisition Proposal,
(v) solicit, initiate, cause, knowingly encourage, or take any other action designed to facilitate any inquiry, indication of interest
or the making of any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, (vi)
participate in any discussions or negotiations with any Person (other than the Purchaser and any of its affiliates (excluding for greater
certainty the Company and its subsidiaries)) regarding any inquiry, indication of interest or the making of any proposal that constitutes
or could reasonably be expected to constitute or lead to an Acquisition Proposal, (vii) furnish to any Person any information in connection
with or in furtherance of any inquiry, indication of interest or the making of any proposal that constitutes or could reasonably be expected
to constitute or lead to an Acquisition Proposal, or (viii) requisition or join in the requisition of any meeting of securityholders of
the Company for the purpose of considering any resolution related to any Acquisition Proposal or, without the consent of the Purchaser,
any other matter that could reasonably be expected to adversely affect, prevent, delay or interfere with the Meeting or the completion
of the Arrangement; |
| (f) | the Shareholder shall not, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation
interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”
and “to Transfer” shall have a correlative meaning), or enter into any agreement, option or other arrangement (including
any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of its Subject
Securities to any Person; (ii) grant any proxies, voting instructions or power of attorney, deposit any of its Subject Securities
into any voting trust or pooling arrangement, or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with
respect to its Subject Securities, other than pursuant to this Agreement and any amendment thereto; or (iii) agree to take any of
the actions described in the foregoing clauses (i) to (ii); provided that, the Shareholder may Transfer Subject Securities to
a corporation or other entity directly or indirectly owned or controlled by the Shareholder or under common control with or controlling
the Shareholder provided that (x) such Transfer shall not relieve or release the Shareholder of or from its obligations under this
Agreement, including, without limitation, the obligation of the Shareholder to vote or cause to be voted all Subject Securities at the
Company Meeting in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the Transactions,
and (y) prompt written notice of such Transfer is provided to the Purchaser and the transferee agrees to be bound by the terms of
this Agreement as though it were an original signatory hereto and thereto on terms acceptable to the Purchaser acting reasonably; and
provided further that, for greater certainty, nothing in this Agreement shall restrict the Shareholder from converting any of the Multiple
Voting Shares into subordinate voting shares in the share capital of the Company; |
| (g) | the Shareholder shall not take any other action of any kind, directly or indirectly, which would make
any representation or warranty of the Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the
effect of preventing, impeding, interfering with or adversely affecting the performance by the Shareholder of its obligations under this
Agreement; |
| (h) | the Shareholder shall not, in respect of its Subject Securities and any other securities of the Company
over which the Shareholder exercises control or direction, exercise any rights of appraisal or rights of dissent provided under any applicable
Laws or otherwise in connection with the Arrangement, nor shall the Shareholder exercise any other security holder rights or remedies
available at common law or pursuant to applicable laws or in any manner delay, hinder, prevent, interfere with or challenge the Arrangement; |
| (i) | the Shareholder shall promptly notify the Purchaser of the number of any additional securities of the
Company that any affiliate purchases or otherwise acquires beneficial and/or registered ownership of or an interest in, or acquires the
right to vote or share in the voting of, or acquires control or direction over, after the date hereof, including all securities which
its Subject Securities may be converted into, exchanged for or otherwise changed into. Any such additional securities shall be subject
to the terms of this Agreement as though owned by the Shareholder on the date hereof and shall be included in the definition of “Subject
Securities”. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure
of the Company affecting the securities of the Company, the number of securities constituting its Subject Securities shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to any securities of the Company issued to Shareholder in
connection therewith; |
| (j) | as soon as practicable following the mailing of the Company Circular and in any event no later than three
Business Days prior to the Company Meeting, the Shareholder shall deliver or cause to be delivered to the Depositary, with a copy to the
Purchaser, a duly completed and executed Letter of Transmittal and Election Form (or, if the Shareholder is not a registered shareholder
of the Company, by instructing any intermediary through which the Shareholder holds the Subject Securities to make such election on its
behalf, with evidence of such election provided to the Purchaser), in which the Shareholder shall elect to receive the Cash Consideration,
subject to proration as set forth in Section 2.5 of the Plan of Arrangement and rounding and fractional adjustments as set forth in Section
2.7 of the Plan of Arrangement, and such Letter of Transmittal and Election Form and election shall not to be revoked or withdrawn without
the prior written consent of the Purchaser; and |
| (k) | the Shareholder shall convert its Multiple Voting Shares into Subordinate Voting Shares in accordance
with their terms prior to the record date for the Company Meeting. |
Article 3
REPRESENTATIONS AND WARRANTIES
Section 3.1
Representations and Warranties of the Shareholder
The Shareholder represents
and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants
in entering into this Agreement and the Arrangement Agreement:
| (a) | Capacity and Authorization. The Shareholder is a legal person duly constituted, validly existing
and in good standing under the laws of the jurisdiction of its formation and it has all requisite corporate or other power and authority
to enter into and deliver this Agreement and to perform its obligations hereunder and no other corporate or other proceedings on its part
are necessary to authorize this Agreement. |
| (b) | Enforceable. This Agreement has been duly executed and delivered by the Shareholder and constitutes
a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms subject only
to (i) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law
affecting the enforcement of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable
remedies such as specific performance and injunction and the execution and delivery of this Agreement by the Shareholder, and performance
of its obligations hereunder do not and will not contravene, conflict with, or result in a violation or breach of (i) the Constating Documents
of the Shareholder, (ii) to its knowledge, any Law, or (iii) any Contract to which the Shareholder is a party or by which the Shareholder
or any of its property or assets is bound; except, in each case, as would not, individually or in the aggregate, adversely affect the
ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder. |
| (c) | Exercise of control or direction. The Shareholder is the sole legal and beneficial owner of the
Subject Securities. Except as contemplated in the Arrangement Agreement and this Agreement, the Shareholder is and will be, immediately
prior to the Effective Time on the Effective Date, the legal and beneficial owner of its Subject Securities, with good and marketable
title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances
and demands or rights of others of any nature or kind whatsoever. |
| (d) | Ownership of Subject Securities and Other Securities by the Shareholder. Other than the Subject
Securities, no affiliate of the Shareholder owns of record or beneficially, or exercise control or direction over, or hold any right to
acquire, any securities or any securities convertible or exchangeable into any additional securities, of the Company or any of its subsidiaries. |
| (e) | No Agreements. No Person has any agreement or option, or any right or privilege (whether by law,
pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject
Securities, or any interest therein or right thereto, except pursuant to this Agreement and the Arrangement Agreement. |
| (f) | Voting. The Shareholder has the sole and exclusive right to enter into this Agreement and to vote
the Subject Securities as contemplated herein. Except as contemplated in the Shareholders Agreement, none of the Subject Securities is
subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to
vote, call meetings of shareholders or give consents or approvals of any kind. |
| (g) | Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental
Entity or other Person is required to be obtained by the Shareholder in connection with the execution, delivery or performance of this
Agreement. |
| (h) | Legal Proceedings. There are no claims, actions, suits, arbitrations, audits or other proceedings
in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any
judgment, decree or order against the Shareholder that would materially adversely affect in any manner the ability of the Shareholder
to enter into this Agreement and to perform its obligations hereunder. |
Section 3.2
Representations and Warranties of the Purchaser
The Purchaser hereby represents
and warrants to the Shareholder as follows, and acknowledge that the Shareholder is relying upon such representations and warranties in
entering into this Agreement that:
| (a) | Capacity and Authorization. The Purchaser is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to enter
into and deliver this Agreement and to perform its obligations hereunder and no other corporate proceedings on the part of the Purchaser
are necessary to authorize this Agreement. |
| (b) | Enforceable. This Agreement has been duly executed and delivered by the Purchaser and constitutes
a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms subject only to (i)
any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting
the enforcement of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies
such as specific performance and injunction. |
| (c) | No Breach. The execution and delivery of this Agreement by the Purchaser, and performance of its
obligations hereunder do not and will not contravene, conflict with, or result in a violation or breach of (i) the Constating Documents
of the Purchaser, or (ii) any Contract to which the Purchaser is a party or by which it is bound or its properties or assets are bound,
or (iii) assuming satisfaction of, or compliance with, the matters referred to in Paragraph (4) [Governmental Authorization] of
Schedule C of the Arrangement Agreement, any Law; except in each case as would not, individually or in the aggregate, materially delay,
impede or prevent the ability of the Purchaser to consummate the Arrangement and the Transactions. |
| (d) | Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental
Entity or other Person is required to be obtained by the Purchaser in connection with the execution, delivery or performance of this Agreement. |
| (e) | Legal Proceedings. There are no claims, actions, suits, arbitrations, audits or other proceedings
in progress or pending before any Governmental Entity or, to the knowledge of the Purchaser, threatened against the Purchaser or any judgment,
decree or order against the Purchaser that would materially adversely affect in any manner the ability of the Purchaser to enter into
this Agreement and to perform its obligations hereunder. |
Article 4
TERMINATION
Section 4.1
Termination
This Agreement will terminate
and be of no further force and effect upon the earliest to occur of:
| (a) | written agreement of the parties hereto; |
| (b) | written notice by the Shareholder to the Purchaser if, without the prior written consent of the Shareholder,
there is (i) a decrease in the Consideration payable under the Arrangement Agreement or a change in the form of such Consideration (for
greater certainty, excluding any change in the form of such Consideration resulting from proration as set forth in Section 2.5 of the
Plan of Arrangement); or (ii) any other amendment or modification to the Transactions that adversely affects the Shareholder, whether
or not similarly affecting the other Shareholders (other than the Purchaser and any Person acting jointly or in concert with the Purchaser),
including changes which would reasonably be expected to have an adverse tax impact on the Shareholder or any amendment to Article 6
of the Arrangement Agreement that would have such an effect; |
| (c) | written notice by the Purchaser to the Shareholder if the Shareholder is in default of any covenant or
condition contained herein and such default has or may have an adverse effect on the consummation of the Transactions and such default
has not been cured within five Business Days of written notice of such default being given by the Purchaser to the Shareholder; |
| (d) | the Effective Time; and |
| (e) | the date the Arrangement Agreement has been terminated in accordance with its terms. |
Section 4.2
Effect of Termination
If this Agreement is terminated
pursuant to this Article 4, this Agreement will become void and of no further force or effect without liability of any party to any
other party to this Agreement except in respect of any liability for any breach of this Agreement which occurred prior to such termination,
including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein. The Shareholder
shall be entitled to withdraw any form of proxy in respect of the Arrangement Resolution in the event that this Agreement is terminated
in accordance with this Article 4.
Article 5
GENERAL
Section 5.1
Further Assurances
The Shareholder and the
Purchaser shall, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as
the other party may reasonably require and at the requesting party’s cost to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement.
Section 5.2
Changes to Arrangement Agreement
Purchaser shall promptly
notify the Shareholder of any amendment of the Arrangement Agreement that would result in the Shareholder having a right to terminate
this Agreement pursuant to Section 4.1(b).
Section 5.3
Disclosure
Except as required by applicable
Laws or regulations or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any
public announcement or statement with respect to this Agreement without the approval of the other party, which shall not be unreasonably
conditioned, withheld or delayed. Moreover, the parties agree to consult with each other prior to issuing each public announcement or
statement with respect to this Agreement or that refers to the Shareholder in connection with the Transactions and to provide each other
with reasonable opportunity to review and comment any draft of such public announcement or statement and to reasonably consider any such
comments, subject to the overriding obligations of applicable Laws. Subject to the foregoing, each of the Shareholder and the Purchaser
hereby consents to the disclosure of the substance of this Agreement in any press release, documents filed with the Court in connection
with the Arrangement or any filing pursuant to applicable Securities Laws, including the Company Circular and the Schedule 13E-3. Nothing
in this Agreement shall prevent any party (or any representative of such party) from disclosing to any and all persons, without limitation
of any kind, the tax treatment of the Transactions undertaken pursuant to or in connection with this Agreement. As used in this Section
5.2, the term “tax treatment” refers to a treatment in respect of a transaction, or series of transactions, that a person
uses, or plans to use, in a return of income or an information return (or would use in a return of income or an information return if
a return of income or an information return were filed) and includes the decision not to include a particular amount in a return of income
or an information return, but does not include the names of the parties or commercial information that is unrelated to taxes. The foregoing
is intended to prevent any transactions undertaken pursuant to or in connection with this Agreement from being considered to occur under
conditions of confidentiality amounting to “confidential protection” in respect of a tax treatment for purposes of the “reportable
transaction” rules in section 237.3 of the Income Tax Act (Canada), and shall be construed in a manner consistent with such
purpose.
Section 5.4
Time
Time shall be of the essence
of this Agreement.
Section 5.5
Governing Law
This Agreement will be governed
by and interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable
therein. Each party to this Agreement irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated
in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient
forum.
Section 5.6
Entire Agreement
This Agreement constitutes
the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any
prior agreement, representation or understanding with respect thereto.
Section 5.7
Amendments
This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties
hereto. If the Purchaser enters into a support and voting agreement with any other shareholder of the Company in respect of the Arrangement,
and such agreement has terms and provisions that would reasonably be considered to be more favourable to such other shareholder than this
Agreement is to Shareholder (such as with respect to the right to terminate such agreement), then the Purchaser shall promptly offer to
the Shareholder to amend the terms of this Agreement such that it is in all respects at least as favourable to the Shareholder as such
other agreement is to such other shareholder.
Section 5.8
Severability
If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions
of this Agreement shall nevertheless 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 hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated to the fullest extent possible.
Section 5.9
Assignment
The provisions of this Agreement
will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that
no party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties
hereto, except that the Purchaser may assign all or any portion of its rights and obligations under this Agreement to any of its affiliates,
provided, however, that no such assignments shall relieve the Purchaser of its obligations hereunder.
Section 5.10
Notices
Any notice, request, consent,
agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given
or made if delivered, or sent by email, in the case of:
TELUS Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇, EVP & Chief Financial Officer
| | Email: | ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ |
with a copy to (which shall not constitute
notice):
Stikeman Elliott LLP
▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
41st Floor
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
| Email: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇;
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ |
to the Shareholder at:
▇▇▇▇ B.V.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
1101 CM Amsterdam
The Netherlands
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
| Email: | ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
and ▇▇.▇▇▇▇.▇▇▇@▇▇▇▇▇▇.▇▇▇ |
with a copy to (which shall not constitute
notice):
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
LLP
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Toronto, Ontario M5L 1A9
Attention: ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇
| Email: | ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
and ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ |
or to such other address as the relevant Person
may from time to time advise by notice in writing given pursuant to this Section 5.10. The date of receipt of any such notice, request,
consent, agreement or approval shall be deemed to be the date of delivery or sending thereof if sent or delivered during normal business
hours on a Business Day at the place of receipt and, otherwise, on the next following Business Day.
Section 5.11
Specific Performance and other Equitable Rights
| (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 in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek injunctive relief, specific performance and other equitable
relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without
any requirement for proof of damages or for the securing or posting of any bond in connection with the obtaining of any such relief. The
rights set forth in this Section 5.11, including rights of specific performance and enforcement, subject to Section 5.11(b),
are in addition to any other remedy to which the parties may be entitled at Law or in equity. None of the parties shall object to the
granting of injunctive relief, specific performance or other equitable relief on the basis that there exists an adequate remedy at law. |
| (b) | Each party hereby agrees not to raise any objections to the availability of the equitable remedies provided
for herein and the parties further agree that (i) by seeking the remedies provided for in this Section 5.11, a party shall not in
any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary
damages), and (ii) nothing set forth in this Section 5.11 shall require any party hereto to institute any proceeding for (or limit
any party’s right to institute any proceeding for) specific performance under this Section 5.11 prior or as a condition to
exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall
the commencement of any proceeding pursuant to this Section 5.11 or anything set forth in this Section 5.11 restrict or limit
any party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement
that may be available then or thereafter. |
Section 5.12
Expenses
Each of the parties shall
pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution
and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses
whatsoever and howsoever incurred.
Section 5.13
Counterparts
This Agreement may be executed
in any number of counterparts (including counterparts executed and delivered by electronic means) and all such counterparts taken together
shall be deemed to constitute one and the same instrument.
[Remainder of page left intentionally blank.
Signature page follows.]
IN WITNESS WHEREOF
the parties have executed this Agreement as of the date first written above.
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▇▇▇▇ B.V. |
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By: |
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Name: Vistra Management Services (Netherlands) B.V. |
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Title:
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By: |
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Name: Vistra Management Services (Netherlands) B.V. |
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Title:
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[Signature page to the Support and Voting
Agreement]
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TELUS CORPORATION |
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By: |
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Authorized Signing Officer |
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[Signature page to the Support and Voting
Agreement]
Schedule G
FDI REGULATORY APPROVAL
FDI Regulatory Approval: Bulgaria