SHARE PURCHASE AGREEMENT among ALEXANDRE MONGEON and SIMON OLIEL and STRATÉGIES P.P. INC. and VISION MARINE TECHNOLOGIES INC. dated as of June 3, 2021

(a)

The aggregate purchase price for the Shares shall be $6,000,000 USD, subject to adjustment under Section 2.04, on a cash-free basis (the “Purchase Price”), which Purchase Price shall be allocated to the Vendors in the following proportions:

(b)

The Purchase Price shall be paid as follows:

(i)

At Closing, and in consideration for the 100 Class A shares of ▇▇▇▇▇▇▇ (the “AM Shares”), the Purchaser shall issue common shares of the Purchaser listed on the NASDAQ Capital Market under the symbol “VMAR” (the “AM Purchaser Shares”) for a total sum of $2,000,000 USD (the “AM Share Consideration Amount”) to ▇▇▇▇▇▇▇ at the closing price of the common shares of the Purchaser on the NASDAQ Capital Market as of the Closing Date, provided, however, that the amount of taxes payable by ▇▇▇▇▇▇▇ on the sale of the AM Shares shall be deducted from the AM Share Consideration Amount and paid by the Purchaser to ▇▇▇▇▇▇▇ at Closing, by certified cheque or wire transfer of immediately available funds to an account of Oliel designated in writing by ▇▇▇▇▇▇▇ to Purchaser no later than two Business Days before the Closing (the “AM Cash Consideration Amount”). ▇▇▇▇▇▇▇ shall prepare and deliver to the Purchaser, at least two Business Days before the Closing, a statement setting forth his estimate of the amount of taxes payable on the sale of the AM Shares, which shall be deducted from the AM Share Consideration Amount.

(ii)

At Closing, and in consideration for the 100 Class A shares of Oliel (the “SO Shares”), the amount of $2,000,000 USD shall be paid by the Purchaser to Oliel, by one of the following methods, at the option of Oliel:

(A)

by certified cheque or wire transfer of immediately available funds to an account of Oliel designated in writing by Oliel to Purchaser no later than two Business Days before the Closing (the “SO Cash Consideration Amount”);

(B)

by the issuance of common shares of the Purchaser listed on the NASDAQ Capital Market under the symbol “VMAR” (the “SO Purchaser Shares”) to Oliel at the closing price of the common shares of the Purchaser on the NASDAQ Capital Market as of the Closing Date (the “SO Share Consideration Amount”), provided, however, that the amount of taxes payable by Oliel on the sale of the SO Shares shall be deducted from the SO Share Consideration Amount and paid by the Purchaser to Oliel at Closing, by certified cheque or wire transfer of immediately available funds to an account of Oliel designated in writing by Oliel to Purchaser no later than two Business Days before the Closing, and shall be considered to form part of the SO Cash Consideration Amount; or

(C)

by a combination of (A) and (B), in which case, Oliel shall notify the Purchaser of the portion of the SO Shares Payment Amount that he desires to be paid by methods (A) and (B) respectively.

(iii)

At Closing, and in consideration for the 100 Class A shares of ▇▇▇▇▇▇▇▇ (the “PP Shares”), the amount of $2,000,000 USD shall be paid to ▇▇▇▇▇▇▇▇, by one of the following methods, at the option of ▇▇▇▇▇▇▇▇:

(A)

by certified cheque or wire transfer of immediately available funds to an account of ▇▇▇▇▇▇▇▇ designated in writing by ▇▇▇▇▇▇▇▇ to Purchaser no later than two Business Days before the Closing (the “PP Cash Consideration Amount”);

(B)

by the issuance of common shares of the Purchaser listed on the NASDAQ Capital Market under the symbol “VMAR” (the “PP Purchaser Shares”) to ▇▇▇▇▇▇▇▇ at the closing price of the common shares of the Purchaser on the NASDAQ Capital Market as of the Closing Date (the “PP Share Consideration Amount”), provided, however, that the amount of taxes payable by ▇▇▇▇▇▇▇▇ on the sale of the PP Shares shall be deducted from the PP Share Consideration Amount and paid by the Purchaser to ▇▇▇▇▇▇▇▇ at Closing, by certified cheque or wire transfer of immediately available funds to an account of ▇▇▇▇▇▇▇▇ designated in writing by ▇▇▇▇▇▇▇▇ to Purchaser no later than two Business Days before the Closing, and shall be considered to form part of the PP Cash Consideration Amount; or

(C)

by a combination of (A) and (B).

(a)

At the Closing, Purchaser shall deliver to Vendor:

(i)

the AM Cash Consideration Amount, SO Cash Consideration Amount, and PP Cash Consideration Amount, as applicable, by certified cheque or wire transfer of immediately available funds to accounts of Vendors designated in writing by Vendors to Purchaser no later than two Business Days before the Closing Date;

(ii)

share certificates representing the AM Purchaser Shares, SO Purchaser Shares, and PP Purchaser Shares, as applicable, free and clear of all Encumbrances;

(iii)

a release and discharge of the Vendors from all liabilities of the Vendors in connection with any Liabilities of the Corporation, except those Liabilities that Purchaser was unaware of as a result of a breach by Vendors of any of their representations and warranties in this Agreement; and

(iv)

the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Purchaser at or before the Closing under Section 6.03.

(b)

At the Closing, Vendor shall deliver to Purchaser:

(i)

share certificates representing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank; and

(ii)

the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Vendor at or before the Closing under Section 6.02.

(c)

At the Closing, the Purchaser shall assume and agree to continue to pay, perform and discharge the following liabilities of the Vendors on a monthly basis, in accordance with the terms and conditions of an Assignment and Assumption Agreement to be entered into by the Purchaser, the Corporation, and EB Rental at the Closing (the “Assignment and Assumption Agreement”): an amount representing the unpaid balance of the loans owing by the Corporation to Holand Leasing for the leasing of boats, in the amount of $380,296 CAD, as of December 1^st, 2020, as further described in Schedule “A” attached to the Assignment and Assumption Agreement, and an amount representing the unpaid balance of the loans owing by EB Rental to Royal Leasing for the leasing of automobiles, which is payable in monthly instalments of $1,565 CAD per month, which amounts shall be adjusted in accordance with the balance of such loans that is outstanding as of the Closing.

(a)

Post-Closing Adjustment

(i)

Within 15 days after the Closing Date, Purchaser shall prepare and deliver to Vendor a statement setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet of the Corporation as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Purchaser that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent financial year end as if such Closing Working Capital Statement was being prepared and audited as of a financial year end.

(ii)

The “Post-Closing Adjustment” shall be an amount equal to the Closing Working Capital minus $0 (the “Target Working Capital”). If the Post-Closing Adjustment is a positive number, Purchaser shall pay to Vendor an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Vendor shall pay to Purchaser an amount equal to $0 minus the Post-Closing Adjustment (that is, an amount equal to the Target Working Capital minus the Closing Working Capital).

(b)

Examination and Review

(i)

Examination. After receipt of the Closing Working Capital Statement, Vendor shall have 15 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Vendor and Vendor’s accountant shall have full access to the Books and Records of the Corporation, the personnel of, and working papers prepared by, Purchaser and Purchaser’s accountant to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Purchaser’s possession) relating to the Closing Working Capital Statement as Vendor may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections; provided that such access shall be in a manner that does not interfere with the normal business operations of Purchaser or the Corporation.

(ii)

Objection. On or before the last day of the Review Period, Vendor may object to the Closing Working Capital Statement by delivering to Purchaser a written statement setting forth Vendor’s objections in reasonable detail, indicating each disputed item or amount and the basis for Vendor’s disagreement therewith (the “Statement of Objections”). If Vendor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Vendor. If Vendor delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Vendor shall negotiate to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Purchaser and Vendor, shall be final and binding.

(iii)

Resolution of Disputes. If Vendor and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office an impartial nationally recognized firm of independent chartered professional accountants, other than Vendor’s accountant or Purchaser’s accountant, appointed by mutual agreement of Purchaser and Vendor or, failing such agreement, by the President of the Chartered Professional Accountants of Canada (the “Independent Accountant”) who shall be, who, acting as an expert and not an arbitrator, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The parties agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively.

(iv)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by (A) Vendor and (B) Purchaser based upon the percentage that the amount actually contested but not awarded to Vendor or Purchaser, respectively, bears to the aggregate amount actually contested by Vendor and Purchaser.

(v)

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement or the Post-Closing Adjustment, or both, shall be conclusive and binding upon the parties hereto.

(vi)

Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v); and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser or Vendor, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed, without compounding.

(c)

Adjustments for Tax Purposes. Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

(a)

The authorized capital of the Corporation consists of an unlimited number of Class A shares of which only the Shares are issued and outstanding and constitute the Shares to be purchased

(b)

The authorized capital of EB Rental consists of 1,500 shares of Common Stock with no par value, of which only 100 shares are issued and outstanding (the “EB Rental Shares”). All the EB Rental Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Corporation is the registered and beneficial owner of the EB Rental Shares, free and clear of all Encumbrances.

(c)

All the Shares and EB Rental Shares were issued in compliance with applicable Laws. None of the Shares or EB Rental Shares were issued in violation of any agreement, arrangement or commitment to which Vendor or a Target Corporation is a party or is subject to or in violation of any preemptive or similar rights of any Person.

(d)

There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of the Target Corporations or obligating Vendor or the Target Corporations to issue or sell any shares of, or any other interest in, the Target Corporations. The Target Corporations do not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights. There are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares or EB Rental Shares.

(a)

Complete copies of the Target Corporations’ Financial Statements have been delivered to Purchaser. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved.

(b)

The Financial Statements: (i) are based on the Books and Records of the Target Corporations; and (ii) fairly, completely and accurately present in all material respects the Assets, Liabilities and financial position of the Target Corporations as of the respective dates they were prepared and the results of the operations of the Target Corporations for the periods covered thereby.

(c)

The Corporation maintains a standard system of accounting established and administered in accordance with GAAP.

(a)

event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)

amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Target Corporations;

(c)

split, consolidation or reclassification of any shares in the Target Corporations;

(d)

issuance, sale or other disposition of any shares in the Target Corporations, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporations;

(e)

declaration or payment of any dividends or distributions on or in respect of any shares in the Target Corporations or redemption, retraction, purchase or acquisition of their shares, except for any dividends or distributions declared or paid by the Target Corporations in respect of any excess cash of the Target Corporations, which have been disclosed to the Purchaser;

(f)

material change in any method of accounting or accounting practice of the Target Corporations, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(g)

material change in the Target Corporations’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h)

entry into any Contract that would constitute a Material Contract;

(i)

incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course consistent with past practice;

(j)

transfer, assignment, sale or other disposition of any of the Assets or cancellation of any debts or entitlements, except for sales of inventory in the Ordinary Course consistent with past practice;

(k)

transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements;

(l)

material damage, destruction or loss (whether or not covered by insurance) to any of its Assets;

(m)

any capital investment in, or any loan to, any other Person;

(n)

acceleration, termination, material modification to or cancellation of any Contract to which a Target Corporation is a party or by which it is bound;

(o)

any material capital expenditures;

(p)

imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible;

(q)

(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant;

(r)

hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course;

(s)

adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral;

(t)

any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties;

(u)

entry into a new line of business or abandonment or discontinuance of existing lines of business;

(v)

adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution, or the commencement of any proceedings by a Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any substantial part of its Assets;

(w)

purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course consistent with past practice;

(x)

acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;

(y)

action by a Target Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of the Target Corporation; or

(z)

any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

(a)

Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Target Corporations (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including, brokerage contracts) listed or otherwise disclosed in Section 3.10(e) of the Disclosure Schedules and all Corporate IP Agreements set forth in Section 3.12(b) of the Disclosure Schedules, being “Material Contracts”):

(i)

each Contract of the Target Corporations involving aggregate consideration in excess of $10,000 and that, in each case, cannot be cancelled by the Target Corporations without penalty or without more than 90  days’ notice;

(ii)

all Contracts that require the Target Corporations to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(iii)

all Contracts that provide for the indemnification by the Target Corporations of any Person or the assumption of any Tax, Environmental or other Liability of any Person;

(iv)

all Contracts that relate to the acquisition or disposition of any business, a material amount of shares or assets of any other Person or any Real Property (whether by amalgamation, sale or issue of shares, sale of assets or otherwise);

(v)

all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which a Target Corporations is a party;

(vi)

all employment agreements and Contracts with Independent Contractors or consultants (or similar arrangements) to which a Target Corporation is a party and that are not cancellable without material penalty or without more than 90 days’ notice;

(vii)

except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including guarantees) of the Target Corporations;

(viii)

all Contracts with any Governmental Authority to which a Target Corporation is a party;

(ix)

all Contracts that limit or purport to limit the ability of the Target Corporations to compete in any line of business or with any Person or in any geographic area or during any period of time;

(x)

any Contracts to which a Target Corporation is a party that provide for any joint venture, partnership or similar arrangement by the Target Corporation;

(xi)

all shareholder agreements, pooling agreements, voting trusts or similar agreements with respect to the ownership or voting of any of the Shares or restriction of the power of the directors of the Target Corporations to manage, or supervise the management of, the business and affairs of the Target Corporations;

(xii)

all Contracts between or among (A) the Target Corporations and (B) Vendor or any Affiliate of Vendor (other than the Target Corporations);

(xiii)

all Collective Agreements to which the Target Corporations is a party; and

(xiv)

any other Contract that is material to the Target Corporations and not previously disclosed under this Section 3.09.

(b)

Each Material Contract is valid and binding on the Target Corporations in accordance with its terms and is in full force and effect. None of the Target Corporations or, to Vendor’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Purchaser.

(a)

The Target Corporations are the legal and beneficial owner of the Real Property, personal property and other Assets reflected in the Financial Statements.

(b)

The Target Corporations have good and marketable title in fee simple to, or a valid leasehold interest in, all Real Property and personal property and other Assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than Assets sold or otherwise disposed of in the Ordinary Course consistent with past practice since the Balance Sheet Date. All such Real Property, personal property and Assets (including leasehold interests) are free from all Encumbrances except for Permitted Encumbrances.

(c)

The Target Corporations do not and have not directly or indirectly owned any legal or beneficial interest in any real property, other than the Real Property.

(d)

The Target Corporations have kept and maintained the Real Property in good operating condition and repair to preserve its value and operating efficiency, normal wear and tear excepted.

(e)

Section 3.10(e) of the Disclosure Schedules lists: (i) the municipal address of each parcel of Real Property; (ii) if such Real Property is leased or subleased by the Target Corporations, the details of such lease or sublease, including the name of the landlord, the rental amount currently being paid, and the expiration of the term of such lease or sublease; and (iii) the current use of such Real Property.

(f)

With respect to the current use of the Real Property:

(i)

all licences, certificates, consents, approvals, rights, permits (including building and occupancy permits) and agreements required to enable the Real Property to be used, operated and occupied in its current and intended manner are being complied with or have been obtained, or to the extent that any have not already been obtained, the same are not yet required and, if not yet required but the same are material, the Target Corporations have no reason to believe that the same will not be available before the time that the same are so required;

(ii)

all applicable legal and contractual requirements with regard to the use, occupancy, construction and operation thereof, including all zoning, by-laws, environmental, flood hazard, fire safety, health, handicapped facilities, building and other laws, ordinances, codes, regulations, orders and requirements of any governmental authority are being complied with, in all material respects;

(iii)

all declarations, easements, rights-of-way, covenants, conditions and restrictions of record are being complied with, in all material respects;

(iv)

all building services required for the proper functioning of the Real Property have been obtained, are functioning properly, and are fit and suitable for their intended purpose.

(g)

There are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of any Real Property or that would restrict the ability of the Target Corporations to directly or indirectly transfer any Real Property.

(h)

With respect to leased Real Property:

(i)

Vendor has delivered or made available to Purchaser true, complete and correct copies of any, and all, leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications thereto.

(ii)

The Target Corporations are not a sublessor or grantor under any sublease, licence, occupancy agreement or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property.

(iii)

As of the date hereof, the leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications are in good standing and in full force and effect, and no material default has occurred on the part of the Target Corporations under any of such leases, nor to Vendor’s

(iv)

To Vendor’s Knowledge, there is no existing condition that, but for the passage of time or the giving of notice, could result in (A) default by the Target Corporations under the terms of any of the leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications, or (B) default by a tenant under the terms of its lease.

(v)

There is no material existing defect or condition affecting any of leased Real Property that is materially impairing the current use of such leased Real Property in connection with the Business and the Target Corporations.

(i)

No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Target Corporations, and there is no encroachment onto the Real Property by buildings or improvements from adjoining lands.

(j)

There are no Actions pending nor, to Vendor’s Knowledge, threatened against the Target Corporations, the Real Property or any portion thereof or interest therein that would adversely affect the value of the Real Property, the income generated by the Real Property, vacancy rates in respect of the Real Property or the assets, financial condition, Business or operations of the Target Corporations.

(k)

Vendor has not withheld any information of a material nature relating to the Real Property.

(l)

All information relating to the Real Property that Vendor has delivered or will deliver to Purchaser is accurate.

(a)

Section 3.12(a) of the Disclosure Schedules lists all: (i) Corporate IP Registrations; and (ii) Corporate IP, including Software, that are not registered but that are material to the Target Corporations’ Business or operations. All required filings and fees related to the Corporate IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Corporate IP Registrations are otherwise in good standing. Vendor has provided Purchaser with true and complete copies of file histories, documents, certificates, examiner’s reports, office actions, correspondence and other materials related to all Corporate IP Registrations.

(b)

Section 3.12(b) of the Disclosure Schedules lists all Corporate IP Agreements. Vendor has provided Purchaser with true and complete copies of all such Corporate IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Corporate IP Agreement is valid and binding on the Target Corporations in accordance with its terms and is in full force and effect. None of the Target Corporations nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of breach or default of or any intention to terminate, any Corporate IP Agreement.

(c)

The Target Corporations are the sole and exclusive legal and beneficial, and with respect to the Corporate IP Registrations, registered, owner of all right, title and interest in and to the Corporate IP, and have the valid right to use all other Intellectual Property used in or necessary for the conduct of the Business or the Target Corporations’ current operations, in each case, free and clear of Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, Vendor has entered into binding, written agreements with every current and former employee of the Target Corporations, and with every current and former Independent Contractor, whereby such employees and Independent Contractors: (i) assign to the Target Corporations any ownership interest and right they may have in the Corporate IP; and (ii) acknowledge the Target Corporations’ exclusive ownership of all Corporate IP. Vendor has provided Purchaser with true and complete copies of all such agreements.

(d)

The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Target Corporations’ right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business or the Target Corporations’ operations as currently conducted.

(e)

The Target Corporations’ rights in the Corporate IP are valid, subsisting and enforceable. The Target Corporations have taken all reasonable steps to maintain the Corporate IP and to protect and preserve the confidentiality of all trade secrets included in the Corporate IP, including requiring all Persons having access thereto to execute written non-disclosure agreements.

(f)

The conduct of the Business as currently and formerly conducted, and the products, processes and services of the Target Corporations, have not infringed, misappropriated, diluted or otherwise violated, and do not and will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Corporate IP.

(g)

There are no Actions (including any oppositions, expungement proceedings, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a licence): (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Target Corporations; (ii) challenging the validity, enforceability, registrability or ownership of any Corporate IP or the Target Corporations’ rights with respect to any Corporate IP; or (iii) by the Target Corporations or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of the Corporate IP. The Target Corporations are not subject to any outstanding or prospective Governmental Order (including any application or petition therefor) that does or would restrict or impair the use of any Corporate IP.

(a)

There are no Actions pending or, to Vendor’s Knowledge, threatened: (a) against or by the Target Corporations affecting any of their Assets (or by or against Vendor or any Affiliate thereof and relating to the Target Corporations); or (b) against or by the Target Corporations, Vendor or any Affiliate of Vendor that challenges or seeks to prevent, enjoin or otherwise

(b)

There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Corporation or any of its Assets.

(a)

The Target Corporations have complied, and are now complying, with all Laws applicable to them or their Business or Assets.

(b)

All Permits required for the Target Corporations to conduct their Business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.17(b) of the Disclosure Schedules lists all current Permits issued to the Target Corporations, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.17(b) of the Disclosure Schedules.

(a)

The Target Corporations are: (i) in compliance with all applicable Environmental Laws; and (ii) possesses and is in compliance with all Environmental Permits necessary to operate the Business.

(b)

All such Environmental Permits are listed in Schedule 3.18(b) of the Disclosure Schedules. The Environmental Permits are in full force and effect. There are no Actions in progress, or, to Vendor’s Knowledge, pending or threatened, that may result in the cancellation, revocation or suspension of any Environmental Permit.

(c)

None of the Target Corporations, the Business or the Assets are the subject of any Remedial Order.

(d)

The Target Corporations have not received, in the past three years, any Environmental Notice alleging that the Target Corporations are in violation of or has any Liability under any Environmental Law that is unresolved.

(e)

The Target Corporations have not entered into or agreed to any consent, settlement or other agreement, nor are the Target Corporations subject to any Governmental Order in any judicial, administrative, arbitral or other forum relating to compliance with or Liabilities under any Environmental Law.

(f)

The Target Corporations have not released any Hazardous Substances at, on or under any part of the Real Property, and, to Vendor’s Knowledge, there are no Hazardous Substances present within the area bounded by the ceiling, walls and floor of any building on any leased Real Property (and excluding anything outside these boundaries), in each case except as would not reasonably be expected to result in a Liability under any Environmental Law.

(g)

The Target Corporations have made available to Purchaser all Environmental audits, assessments, reports and similar reviews, and all correspondence regarding Environmental

(h)

Neither Vendor nor the Target Corporations are aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Substances that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or Assets of the Target Corporations as currently carried out.

(a)

Section 3.19(a) of the Disclosure Schedules contains a true and complete list of all Benefit Plans and all material documents that support each Benefit Plan. The Target Corporations are not a party to or bound by, nor do the Target Corporations have any Liability with respect to, any Benefit Plans other than those listed in Section 3.19(a) of the Disclosure Schedules.

(b)

There are no participating employers that have any obligations or Liabilities with respect to any Benefit Plan other than the Target Corporations, and the Target Corporations have no obligations or Liabilities under any Benefit Plan, including to provide benefits, to any Person who is not an employee, director or officer, or former employee, director or officer of the Target Corporations.

(c)

Each Benefit Plan complies with and is, and has been, established, registered (where required by Law), administered, funded and invested in all material respects in accordance with Law and the terms of such Benefit Plans, including the terms of the material documents that support such Benefit Plans.

(d)

With respect to each Benefit Plan, true and complete copies of each of the following documents, if applicable, have been made available to Purchaser: (i) the document(s) establishing the current terms of the Benefit Plan; and (ii) all other Contracts material to the Benefit Plan.

(e)

No Benefit Plan is a Pension Plan, and none of the Benefit Plans provide benefits beyond retirement or other termination of service to Employees or former employees of the Target Corporations or to the beneficiaries or dependents of such Employees or former employees.

(f)

The Target Corporations do not have any obligation to pay any change-in-control, sale, completion, incentive, stay, retention and similar bonuses or payments to any current or former employee as a result of the transactions contemplated by this Agreement.

(g)

Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liabilities to the Target Corporations other than ordinary administrative expenses typically incurred in a termination event. The Target Corporations have no commitment or obligation and has not made any representations to any employee, officer, director, Independent Contractor or consultant, whether or not legally binding, to adopt, amend, modify or continue any Benefit Plan or any Collective Agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.

(h)

The Target Corporations have not received any notice in writing of any pending investigations, and, to Vendor’s Knowledge, there are no pending or threatened investigations, by any Governmental Authority involving or relating to any Benefit Plan or any claims (except for

(i)

Each individual who is classified by the Target Corporations as an Independent Contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.

(a)

Section 3.20(a) of the Disclosure Schedules sets forth the list of Employees, which indicates: (i) the titles of all Employees and the location of their employment; (ii) the date each Employee was hired; (iii) which Employees are subject to a written employment agreement with the Target Corporations; (iv) the annual wage of each Employee at the date of such list, any bonuses paid to each Employee since the end of the Target Corporations’ last completed financial year and before the date of such list and all other bonuses, incentive schemes, benefits, commissions and other compensation to which each Employee is entitled; (v) the vacation days to which each Employee is entitled on the date of such list; and (vi) the Employees that are not actively working on the date of this Agreement due to leave of absence, illness, injury, accident or other disabling condition.

(b)

Section 3.20(b) of the Disclosure Schedules lists: (i) all Contracts with any Employee who is a manager or executive of the Target Corporations or is being provided with an annual compensation of more than $100,000; and (ii) all Contracts that provide for severance, termination or similar payments or entitlements of more than $10,000, including on a change of control of the Target Corporations.

(c)

Correct and complete copies of all the Contracts set out in Section 3.20(b) of the Disclosure Schedules have been made available to Purchaser and templates of the Contracts that describe all of the terms of the Contracts relating to the list of Employees set out in Section 3.17(a) of the Disclosure Schedules have been made available to Purchaser.

(d)

The Target Corporations are not currently, and have not been, a party to any Collective Agreement. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Employees, including by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the Vendor’s Knowledge, has applied or threatened to apply to be certified as the bargaining agent of any of the Employees.

(e)

Section 3.20(e) of the Disclosure Schedules lists: (i) all Persons who are currently performing services for the Target Corporations as Independent Contractors under a Contract; and (ii) the current rate of compensation of each such Person. Substantially all the Independent Contractors provide services to the Target Corporations under standard form agreements, and a copy of each standard form agreement has been made available to Purchaser.

(f)

No notice in writing has been received by the Target Corporations of any complaint filed by any of its Employees or former employees against the Target Corporations or any current or former director or officer thereof or, to Vendor’s Knowledge, is threatened or pending, claiming or alleging that the Target Corporations has violated any Laws applicable to the employee or human rights or of any complaints or Actions of any kind involving the Target Corporations or any of the Employees before any Governmental Authority, including a labour relations board, tribunal or commission.

(g)

There has been no increase in compensation from the base salary payable to the Employees between the Balance Sheet Date and the date of this Agreement.

(h)

No Employee has stated that he or she will resign or retire or cease to provide work or services because of the closing of the transactions contemplated by this Agreement.

(i)

There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment that the Target Corporations have received before the date of this Agreement from any workplace safety and insurance or workers’ compensation board or similar Governmental Authority in any jurisdiction where the Business is carried on that remain unpaid.

(j)

There are no outstanding Governmental Orders or any pending charges made under any Occupational Health and Safety Acts relating to the Corporation or the Business and there have been no fatal or critical accidents within the last three years that might reasonably be expected to lead to charges involving the Corporation under the Occupational Health and Safety Acts. The Corporation has complied with all Governmental Orders issued under the Occupational Health and Safety Acts in all respects.

(k)

Each Independent Contractor, including the Independent Contractors who are listed in Section 3.20(k) of the Disclosure Schedules, has been properly classified as an independent contractor and the Corporation has not received any notice in writing or any [material] oral notice from any Governmental Authority disputing such classification.

(a)

The Target Corporations have duly filed all its Tax Returns with all appropriate Governmental Authorities. Each such Tax Return was true, correct and complete in all material respects, except for the Tax Returns which were filed for the financial periods ended December 31^st, 2018 and December 31^st, 2019, which have been re-filed by the Target Corporations. All Taxes due and payable by the Target Corporations for periods (or portions thereof) ending on or before the Closing Date (whether or not shown due on any Tax Returns and whether or not assessed or reassessed by the appropriate Governmental Authority) have been paid.

(b)

No Governmental Authority of a jurisdiction in which the Target Corporations has not filed a Tax Return has made any claim that the Target Corporations are or may be subject to Tax or required to file Tax Returns by that Governmental Authority in such jurisdiction. There is no basis for a claim that the Target Corporations are subject to Tax in a jurisdiction in which the Target Corporations do not file Tax Returns.

(c)

There are no matters under audit or appeal with any Governmental Authority relating to Taxes of the Target Corporations, except for the Tax Returns which were filed for the financial period ended December 31^st, 2018, which have been re-filed by the Target Corporations.

(d)

True copies of all Tax Returns prepared and filed by the Target Corporations during the past three years, together with any notices of assessment of the Corporation during the past three years, have been made available to Purchaser on or before the date of this Agreement.

(e)

Adequate provision has been made in accordance with GAAP in the Books and Records for all Taxes payable in respect of the Business or the Assets.

(f)

The Target Corporations have not received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against the Target Corporations for any period for which Tax Returns have been filed and, to Vendor’s Knowledge, there are no actual or pending audit investigations or other Actions of, or against, the Target Corporations by any Governmental Authority relating to Taxes, except in respect of the Tax Returns which were filed for the financial period ended December 31, 2018, which have been re-filed by the Target Corporations. No Governmental Authority has given notice of any intention to assert any deficiency or claim for additional Taxes against the Target Corporations.

(g)

The Target Corporations have not waived any statute of limitation in respect of Taxes or agreed to any extension of time within which: (i) to file any Tax return covering any Taxes for which the Target Corporations are or may be liable; (ii) the Target Corporations are required to pay or remit amounts on account of Taxes; or (iii) any Governmental Authority may assess or collect Taxes for which the Target Corporations may be liable.

(h)

Neither Vendor nor the Corporation is a non-resident of Canada within the meaning of the Tax Act.

(i)

The Target Corporations have duly and timely withheld or collected the proper amount of Taxes that are required by Law to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any Person, including any employee, officer or director and any Person not resident in Canada for purposes of the Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by the Target Corporations.

(j)

Except for the acquisition of control that will occur by virtue of the execution of this Agreement, for purposes of the Tax Act or any other applicable Tax Law, no Person or group of Persons other than the Vendor has ever acquired control of the Target Corporations.

(k)

None of section 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax Law of any province, territory or any other jurisdiction, has applied or will apply to the Target Corporations at any time up to and including the Closing Date in a manner that would give rise to incremental Tax liabilities or reduction in Tax attributes.

(l)

The Target Corporations have not acquired property or services from, or disposed of property to, a non-arm’s length Person (within the meaning of the Tax Act) for consideration, the value of which is less than the fair market value of the property or services, as the case may be.

(m)

Based on financial information available on the date of this Agreement, the only reserves under the Tax Act or any equivalent provincial or territorial Law anticipated by Vendor to be claimed by the Target Corporations for the taxation year deemed under section 249(4) of the Tax Act to have ended as a result of the transactions consummated by this Agreement are set forth in Section 3.18(m) of the Disclosure Schedules.

(n)

The Corporation is registered for HST/GST purposes under Part IX of the Excise Tax Act (Canada) under registration number 814005203RT001 and QST under the QST Act under registration number 1218024005TQ0001.

(o)

The Target Corporations are not a party to, or bound by, any Tax indemnity, Tax-sharing or Tax-allocation agreement.

(p)

No Tax rulings have been requested or issued by any Tax authority with respect to the Target Corporations.

(q)

The Target Corporations will not be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxation year or portion thereof ending after the Closing Date as a result of use of an improper method of accounting, for a taxation year ending before the Closing Date.

(r)

The Corporation is a “Canadian-controlled private corporation” as defined in the Tax Act and has been a Canadian-controlled private corporation continuously since incorporation.

(s)

Section 3.21(s) of the Disclosure Schedules sets forth all foreign jurisdictions in which the Target Corporations are subject to Tax, are engaged in business or have a permanent establishment.

(a)

The Corporation has not made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, trustee or shareholder, or any Person with whom the Corporation is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing (each, a “Related Person”).

(b)

Neither Vendor nor any Affiliate of Vendor (each, a “Related Party”) is a party to any Contract with the Corporation, no Related Party is indebted to the Corporation and the Corporation is not indebted to any Related Party.

(c)

No Related Person: (i) to Vendor’s Knowledge, possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person that is a competitor or material supplier, dealer, lessor or lessee of the Target Corporations; or (ii) has any interest in any material assets used or held for use by the Target Corporations.

(a)

None of the Target Corporations nor any of their directors, officers or employees or, to Vendor’s Knowledge, agents, consultants or representatives:

(i)

has violated, and Vendor’s execution and delivery of and performance of its obligations under this Agreement will not violate, any Laws related to money laundering or government guidance regarding anti-money laundering and international anti-money-laundering principles or procedures of an intergovernmental group or organization and any executive order, directive or regulation under the authority of any of the foregoing, or any orders or licences issued thereunder, in each case to which either the Target Corporations or Vendor is subject;

(ii)

has, in the course of its actions for, or on behalf of, the Target Corporations (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (C) violated or taken any act that would violate any provision of the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”), the Foreign Corrupt Practices Act of 1977 (United States) (“FCPA”) or other similar Laws of other jurisdictions, (D) violated or taken any act that would violate any provision of the Bribery Act (UK) or other similar Laws of other jurisdictions, (E) violated or taken any act that would violate the Special Economic Measures Act (Canada) (“SEMA”) or other similar Laws of other jurisdictions, or (F) violated or taken any act that would violate the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) (“FACFOA”) or other similar Laws of other jurisdictions, in each case to which the Target Corporations are subject;

(iii)

has, directly or indirectly, taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Laws;

(iv)

is a “specially designated national” or “blocked person” under United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), a Person identified under SEMA, FACFOA or any United Nations resolution or regulation or otherwise a target of economic sanctions under other similar applicable Canadian, United States or foreign Laws; or

(v)

has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Law or it is prohibited for a United States Person to engage under Law or under applicable United States sanctions administered by OFAC.

(b)

The Target Corporations have adopted, implemented and maintained policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance with Laws related to money laundering, CFPOA, SEMA, FACFOA and FCPA and the UK Bribery Act to the extent applicable.

(a)

For a period commencing on the Closing Date and ending on the date that is the later of one (1) year after the Closing Date or, if the Vendor or its Affiliate has entered into an Employment Agreement, six (6) months after the expiration or termination of the Vendor’s or its Affiliate’s Employment Agreement (the “Restricted Period”), Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in any business that would be directly or indirectly competitive with the Target Corporations as of the Closing Date in the Territory; (ii) have an interest in any Person that engages directly or indirectly in any business that would be directly or indirectly competitive with the Target Corporations as of the Closing Date in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally

(b)

During the Restricted Period, Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any Employee or encourage any Employee to leave his or her employment or hire any Employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided that nothing in this Section 5.04(b) shall prevent Vendor or any of its Affiliates from hiring: (i) any Employee whose employment has been terminated by the Target Corporations or Purchaser; or (ii) after 180 days from the date of termination of employment, any Employee whose employment has been terminated by the Employee.

(c)

During the Restricted Period, Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Target Corporations or potential clients or customers of the Target Corporations for purposes of diverting their business or services from the Target Corporations.

(d)

Vendor acknowledges that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by Vendor of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post a bond or other security).

(e)

Vendor acknowledges that the restrictions contained in this Section 5.04 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser’s entering into this Agreement and consummating the transactions contemplated by this Agreement. The covenants contained in this Section 5.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

(f)

Restrictive Covenant.  The parties hereto intend that the conditions set forth in section 56.4(7) of the Tax Act have been satisfied such that section 56.4(5) of the Tax Act applies to any “restrictive covenants” (as defined in section 56.4(1) of the Tax Act) granted by Vendor under this Agreement with respect to the Business (collectively, the “Restrictive Covenants”). Accordingly, the parties hereto acknowledge and agree that: (i) no proceeds shall be received or receivable by Vendor for granting the Restrictive Covenants for purposes of section 56.4(7)(d) of the Tax Act; and (ii) the Restrictive Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Shares.

(a)

Vendor and Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 and Section 4.02 of the Disclosure Schedules.

(b)

If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Target Corporations are a party is not obtained before the Closing, Vendor shall, after the Closing, cooperate with Purchaser and the Target Corporations in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Vendor shall use its commercially reasonable efforts to provide the Target Corporations with the rights and benefits of the affected Contract for the term thereof and, if Vendor provides such rights and benefits, the Target Corporations shall assume all obligations and burdens thereunder.

(a)

To facilitate the resolution of any claims made against or incurred by Vendor before the Closing or, for any other reasonable purpose, for a period of ten (10) years after the Closing, Purchaser shall:

(i)

retain the Books and Records (including personnel files) of the Target Corporations relating to periods before the Closing in a manner reasonably consistent with the prior practices of the Target Corporations; and

(ii)

upon reasonable notice, afford the Representatives of Vendor reasonable access (including the right to make, at Vendor’s expense, photocopies), during normal business hours, to the Books and Records.

(b)

To facilitate the resolution of any claims made by or against or incurred by the Target Corporations after the Closing, or for any other reasonable purpose, for a period of ten (10) years after the Closing, Vendor shall:

(i)

retain the Books and Records (including personnel files) of Vendor that relate to the Target Corporations and its operations for periods before the Closing; and

(ii)

upon reasonable notice, afford the Representatives of Purchaser or the Target Corporations reasonable access (including the right to make, at Purchaser’s expense, photocopies), during normal business hours, to the Books and Records.

(c)

Neither Purchaser nor Vendor shall be obligated to provide the other party with access to any Books or Records (including personnel files) under this Section 5.06 where such access would violate any Law.

(a)

On Closing, the participation of the Employees in the Benefit Plans will cease and Vendor shall, subject to this Section 5.07(a) and Section 5.07(d) cease to have any liability or obligation to the Corporation, the Employees or any former employees of the Corporation.

(b)

Purchaser agrees to provide or cause the Target Corporations to establish and provide, effective as of the Closing Date, benefit plans that contain benefit provisions that are substantially similar in the aggregate to those provided under the existing Benefit Plans immediately before the Closing Date (the “Purchaser Benefit Plans”). Purchaser will use

(c)

Purchaser shall indemnify and hold harmless the Vendor in respect of any Liability owed to Employees to the extent resulting from the Purchaser Benefit Plans or constructive dismissal or breach of contract claims that arise after Closing relating to the Purchaser Benefit Plans or the other terms and conditions of the Employees after Closing but excluding any Liability that Purchaser was unaware of as a result of a breach by Vendor of any of its representations and warranties in this Agreement (without reference to any survival period otherwise provided in this Agreement).

(d)

Purchaser shall not be responsible for Pre-Closing Benefit Liability or any Equity Compensation Plan Liability, and Vendor shall indemnify Purchaser for any, and all, Pre-Closing Benefit Liability and Equity Compensation Liability under Section 7.02.

(a)

On or before the statutory due date, Vendor shall prepare in accordance with applicable Law and past practice of the Target Corporations and after providing Purchaser with a reasonable opportunity (which, in any event, shall not be fewer than 15 Business Days before the date on which such Tax Returns are required to be filed) to review and, in the case of any Tax Returns upon receipt of Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed, file, on behalf of and in the name of the Corporation, all income Tax Returns of the Target Corporations required by Law to be filed for any Pre-Closing Tax Period of the Target Corporations that are not required to be filed on or before the Closing Date.

(b)

On or before the statutory due date, Purchaser shall prepare in accordance with applicable Law and past practice of the Target Corporations and after providing Vendor with a reasonable opportunity (which, in any event, shall not be fewer than 15 Business Days before the date on which such Tax Returns are required to be filed) to review and, in the case of any Tax Returns upon receipt of Vendor’s approval, not to be unreasonably withheld, conditioned or delayed, file, on behalf of and in the name of the Target Corporations, all income Tax Returns of the Target Corporations required by Law to be filed for the taxation year of the Target Corporations that includes the Closing Time (the “Closing Date Tax Year”).

(c)

After Closing, Purchaser shall provide, and shall cause the Target Corporations to provide, to Vendor such information and assistance as is reasonably requested by the Vendor for the purposes of preparing the Tax Returns referred to in Section 5.08(a).

(d)

The parties will inform each other of, and cooperate with each other in respect of, any audit inquiries with respect to any Tax Return involving the Target Corporations in respect of any Pre-Closing Tax Period or in connection with the Closing.

(e)

If Purchaser or the Target Corporations receive an assessment or reassessment (each, an “Assessment”) from any Governmental Authority in respect of any Tax Return in respect of any Pre-Closing Tax Period or any Tax Return filed under the Tax Act for the Closing Date Tax Year, Purchaser shall deliver or cause to be delivered to Vendor a copy of the Assessment within 30 days of receiving the Assessment, provided that the failure to do so shall not affect the indemnification provided hereunder except only to the extent that Vendor shall have been actually prejudiced as a result of such failure. The parties will cooperate in responding to or contesting any Assessment.

(a)

No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.

(b)

The Parties shall have obtained all necessary and required third party consents as well as regulatory approvals of the transactions contemplated by this Agreement, including, without limitation, all necessary approvals from any Governmental Authorities, including any stock exchange, which the Parties have endeavoured to work collaboratively to apply and exert all commercially reasonable efforts to obtain the forgoing and foresaid consents and approvals.

(c)

At Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Managers”) shall enter into employment agreements with EB Rental (the “Employment Agreements”), for a term of three (3) years beginning on the Closing Date, with a renewal option for an additional term of one (1) year, with the purpose of managing the operations of each rental location of EB Rental, including but not limited to human resources, accounting, books and records, repairs of boats, purchases of boats, website and social media management, in addition to scaling and expanding EB Rental, in accordance with the terms and conditions of the Employment Agreements. The Employment Agreements shall contain the following provisions, among others:

(i)

The renumeration of each of the Managers shall consist of a base salary in the sum of $200,000 USD per year. In addition, each of the Managers shall be entitled to receive a guaranteed quarterly bonus of $50,000 USD per quarter, to be paid either in cash or by the issuance of common shares of the Purchaser, at the option of the Manager, for each new rental location of EB Rental or of the Purchaser opened during the term of the Employment Agreements, beginning in the quarter following the opening of such new rental location (by way of example, if EB Rental has three locations, then each Manager shall receive a quarterly bonus of $100,000 USD per quarter).

(ii)

In the event that the term of an Employment Agreement is renewed for an additional term of one (1) year, the Purchaser shall issue options to purchase 50,000 common shares of the Purchaser (the “Options”) to the relevant Manager at an exercise price equal to the closing price per share of the common shares of the Purchaser on the NASDAQ Capital Market as of the date of grant of the options, subject to the terms and conditions of the Purchaser’s Share Option Plan, as amended and restated from time to time (the “Share Option Plan”). The Options shall vest as follows:

(A)

As to 25% on the date that is 12 months following the date of grant of the Options;

(B)

A further 2.0833% will be vested at the end of each period of 1 month commencing on the date that is the last day of the month following the month in which the first anniversary of the date of grant of the Options occurs, so that (subject to the provisions of the Share Option Plan) the Options are fully vested on the date that is 48 months following the date of grant of the Options.

(iii)

Each Manager shall receive a housing allowance of $4,500 USD per month if such Manager incurs monthly housing costs.

(iv)

Each Manager shall receive a car rental allowance of $1,000 USD per month.

(v)

Each Manager shall be reimbursed for reasonable travel expenses for travel between Montréal, Québec, and the cities in which EB Rental conducts business and to which the Manager is required to travel in the course of performing their services.

(vi)

The positions of the Managers in EB Rental following the Closing shall be as follows:

(a)

Other than the representations and warranties of Vendor set out in Section 3.01, Section 3.02, Section 3.03, Section 3.06 and Section 3.24, the representations and warranties of Vendor set out in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Vendor set out in Section 3.01, Section 3.02, Section 3.03, Section 3.06 and Section 3.24 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b)

Vendor shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Vendor shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

(c)

No Action shall have been commenced against Purchaser, Vendor or the Target Corporations that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d)

All approvals, consents and waivers that are listed in Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Purchaser, at or before the Closing.

(e)

From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(f)

The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto, and true and complete copies thereof shall have been delivered to Purchaser.

(g)

Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Vendor, that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) has been satisfied.

(h)

Purchaser shall have received a certificate of the Secretary (or equivalent officer) of Vendor certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of Vendor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(i)

Purchaser shall have received resignations of the directors and officers of the Corporation under Section 5.01.

(j)

Vendor shall have delivered to Purchaser a certificate of compliance (or its equivalent) for the Corporation from the Director appointed under the Canada Business Corporations Act/Business Corporations Act or similar Governmental Authority of the jurisdiction under the Laws in which the Target Corporations are incorporated.

(k)

Vendor shall have delivered to Purchaser a certificate stating that Vendor is not a non-resident of Canada within the meaning of the Tax Act.

(l)

Vendor shall have delivered, or caused to be delivered, to Purchaser share certificates representing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank.

(m)

Vendor shall have delivered to Purchaser such other documents or instruments as Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(a)

Other than the representations and warranties of Purchaser set out in Section 4.01 and Section 4.03, the representations and warranties of Purchaser set out in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Purchaser set out in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.

(b)

Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

(c)

No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, that restrains or prohibits any material transaction contemplated hereby.

(d)

All approvals, consents and waivers that are listed in Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Vendor, at or before the Closing.

(e)

The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto, and true and complete copies thereof shall have been delivered to Vendor.

(f)

Vendor shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Vendor, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) has been satisfied.

(g)

Vendor shall have received a certificate of the Secretary of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(h)

Vendor shall have received a certificate of the Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.

(i)

Purchaser shall have delivered to Vendor cash in an amount equal to the AM Cash Consideration Amount, SO Cash Consideration Amount, and PP Cash Consideration Amount, as applicable, by certified cheque or wire transfer in immediately available funds, to an account or accounts designated at least two Business Days before the Closing Date by Vendor in a written notice to Purchaser.

(j)

Purchaser shall have delivered, or caused to be delivered, to Vendor share certificates representing the AM Purchaser Shares, SO Purchaser Shares, and PP Purchaser Shares, as applicable, free and clear of Encumbrances.

(k)

Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(a)

any inaccuracy in or breach of any of the representations or warranties of Vendor set out in this Agreement or in any certificate or instrument delivered by or on behalf of Vendor under this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Vendor under this Agreement.

(a)

any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of Purchaser under this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser under this Agreement.

(a)

For purposes of this ARTICLE VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

(a)

Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defence of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defence; provided that, if the Indemnifying Party is Vendor, such Indemnifying Party shall not have the right to defend or direct the defence of any such Third-Party Claim that: (i) is asserted directly by or on behalf of a Person that is a supplier or customer of the Target Corporations; or (ii) seeks an injunction or other equitable relief against the Indemnified Party. If the Indemnifying Party assumes the defence of any Third-Party Claim, subject to Section 7.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counter-claims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defence of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defence thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided that, if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defences available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement or fails to diligently prosecute the defence of such Third-Party Claim, the Indemnified Party may, subject to Section 7.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Vendor and Purchaser shall cooperate with each other in all reasonable respects in connection with the defence of any Third-Party Claim, including making available (subject to the provisions of Section 5.06) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third-Party Claim.

(b)

Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect

(c)

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Target Corporations’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(a)

This Agreement shall be governed by and construed in accordance with the Laws of the province of Québec and the federal Laws of Canada applicable therein.

(b)

Any Action arising out of or based upon this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby may be brought in the courts of the province of Québec, and each party irrevocably submits and agrees to attorn to the [non-]exclusive jurisdiction of that court in any such Action. The parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.

(c)

The parties confirm that it is their express wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.