SHARE PURCHASE AGREEMENT BETWEEN: David Norman Moore and Kimberly Ann Moore – and – SusGlobal Energy Belleville Ltd. dated as of May 24, 2019

The Vendors are the owners, beneficially and of record, of all of the issued and outstanding shares in the capital of 1684567 Ontario Inc.

The Vendors are the registered and legal owners of the Adjacent Lands and the Additional Lands.

The Purchaser wishes to purchase and the Vendors wishes to sell the Purchased Shares and the Adjacent Lands, and the Vendors wishes to grant to the Purchaser the option to buy the Additional Lands, in each case on and subject to the conditions of this Agreement.

Definitions

Certain Rules of Interpretation

Time – Time is of the essence in and of this Agreement.

Calculation of Time – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a Business Day, such time period shall be extended to the next Business Day following the day on which it would otherwise end.

Business Days – Whenever any action to be taken or payment to be made pursuant to this Agreement would otherwise be required to be made on a day that is not a Business Day, such action shall be taken or such payment shall be made on the first Business Day following such day.

Currency – Unless otherwise specified, all references to amounts of money in this Agreement refer to the lawful currency of Canada.

Headings – The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement.

Including – Where the word "including" or "includes " is used in this Agreement, it means "including without limitation " or "includes without limitation".

Plurals and Gender – The use of words in the singular or plural, or referring to a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such persons or circumstances as the context otherwise permits.

Statutory References – Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided.

Ordinary Course – Any reference to an action taken by a Person in the ordinary course means that such action is consistent with past practices of such Person and is taken in the ordinary course of the normal operations of such Person.

Knowledge

Entire Agreement

This Agreement together with the agreements and other documents to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral, written or otherwise, of the Parties. There are no representations, warranties or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document delivered pursuant to this Agreement.

No supplement, modification, amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

Applicable Law

Schedules

Purchase and Sale of the Purchased Shares and the Adjacent Lands

The Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors, the Purchased Shares and the Adjacent Lands, free and clear of all Encumbrances other than Permitted Encumbrances.

The Vendors shall grant to the Purchaser the Option as described in Section 2.4 hereof.

The Purchaser shall pay the Purchase Price, net of the Lien Discharge Amount, to the Vendors in accordance with the provisions of Article III.

The Vendors shall deliver to the Purchaser share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holder of record, and shall take such steps as shall be necessary to enter the Purchaser or its nominee(s) upon the books of the Company as the holder of the Purchased Shares effective as of the Closing Date.

The Vendors shall convey title to the Adjacent Lands to the Purchaser by way of the registration of a Transfer in a manner acceptable to the Purchaser, acting reasonably.

The Vendors and the Purchaser shall deliver such other documents as may be reasonably necessary and consistent with the terms of this Agreement in order to complete the transactions contemplated herein in a form and on terms acceptable to the Vendor and Purchaser, acting reasonably.

Place of Closing

Title

Option

the Vendors covenant and agree not to take any action that would cause the representations in Article IV, to be incorrect or incomplete, when applied to the Additional Lands or the transfer of same on the exercise of the Option, or for any Encumbrances (other than Permitted Encumbrances) to encumber the Additional Lands on closing of any exercise of the Option;

the Vendors acknowledge and agree to provide such documentation on Closing as may be required to register notice of the Option on title to the Additional Lands, in form and substance acceptable to the Purchaser and the Vendor, acting reasonably;

the Parties agree to take all such steps and do all such things as are reasonably required to convey the Additional Lands to the Purchaser upon the due exercise of the Option on the date which is fifteen (15) Business Days following the exercise of the Option or such other date as the Parties agree in writing (for greater certainty, the closing of the Option may take place after the Option Date, so long as the Option Notice is delivered prior to the Option Date);

save and except for the representations and warranties contained in Section 4.7 of this Agreement, which relate to the Additional Lands, the Purchaser will accept the Additional Lands on an "as is where is" condition, without warranty or representation from the Vendors, subject to the same indemnity obligations described in Section 6.3 of this Agreement; and

the Purchaser shall permit the Vendor to access and enter the Additional Lands on an unrestricted basis and to extract, process and sell gravel situated on the Additional Lands for a period of one (1) year following the closing of the Option.

As Is Condition

Purchase Price

Satisfaction of Purchase Price

Adjustments

Taxes

The Purchaser shall be responsible for the HST that is exigible with respect to the transaction in addition to the Purchase Price. The Purchaser hereby undertakes to self-assess and remit the HST that is exigible with respect to the transaction and to indemnify the Vendors for any HST which may be payable, as well as any penalties, costs and/or interest resulting from any inaccuracy, misstatement or misrepresentation made by the Purchaser in connection with the HST payable. Provided that the Purchaser delivers to the Vendors a certificate and indemnity in a form acceptable to the Vendors with respect to HST self- assessment and remission, together with satisfactory proof of its HST registration number(s) on or before the Closing Date, the Purchaser shall not be obliged to remit payment of the said HST to the Vendors at Closing, but will remain exclusively liable for said payment.

The Purchaser shall pay or cause the payment of all applicable HST, land transfer taxes, sales taxes, registration fees or other like charges properly payable on or in connection with the purchase of the Purchased Shares, Adjacent Lands and granting of the Option (collectively, the "Transfer Taxes") as and when such Transfer Taxes are payable pursuant to the applicable taxing legislation. The Purchaser and the Vendors acknowledge and agree that the Purchase Price and all other amounts referenced herein are exclusive of all Transfer Taxes.

Tax Returns

Vendors shall cause the Company’s current accountants to prepare and file all Tax Returns related to the Company for any period up to and including to the Closing Date that are to be filed after the Closing Date (" Pre-Closing Tax Returns"). All Pre-Closing Tax Returns shall be prepared in a manner consistent with past practice (subject to applicable law) of the Company. All Pre-Closing Tax Returns shall be submitted to the Purchaser for review not less than forty-five (45) days before the filing deadline for such Pre-Closing Tax Returns. The Purchaser shall provide comments to the Vendor not less than twenty (20) days prior to the filing deadline for such Pre-Closing Tax Returns, and the Purchaser shall cause the Pre- Closing Tax Returns to be amended to reflect the reasonable comments of the Purchaser (unless contrary to applicable Law or inconsistent with past practices). The Vendors shall pay, (a) the costs of the Company's current accountants preparing such Pre-Closing Tax Returns and (b) any Taxes due by the Company with respect to such Pre-Closing Tax Returns (to the extent such amounts have not been adjusted for pursuant to Section 3.3).

In the event the Company receives any Tax Refund in respect of the Pre- Closing Tax Returns, the Purchaser shall forthwith cause the Company to remit the full amount of such Tax Refund to the Vendor .

The Purchaser shall permit the Company to file any amended Tax Return of the Company (or otherwise change such Tax Returns) or make any election or amended election with respect to taxable periods or portions thereof ending on or before the Closing Date without the prior consent of the Vendors, such consent not to be unreasonably withheld.

Vendors and Purchaser will co -operate fully and assist each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation and filing of all Tax Returns of the Company and the Vendors and Purchaser will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Law with respect to such Tax Returns.

Rights Cumulative

Corporate Organization, Standing and Qualifications

Authorization

Capitalization

Consents and Approvals; No Violations

Except as identified and described in Schedule 4.4(a) or 4.4(b), neither the execution and delivery of this Agreement or any other agreement or document to which the Vendors are or will become a party as contemplated by this Agreement, the consummation of the transactions contemplated herein or therein nor compliance by the Vendors with any provisions hereof or thereof (including, without limitation, the exercise of the Option) will (a) conflict with or result (with or without notice, lapse of time or both) in a breach of any of the terms, conditions or provisions of the articles, by-laws or other constating documents of the Company, (b) conflict with or result in a breach or a default (or give rise to any right of termination, cancellation, acceleration, modification or other right) under any of the provisions of any note, bond, mortgage, indenture, franchise, permit, Contract or other instrument or obligation to which the Vendors or the Company are a party, or by which the Vendors or the Company are bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall have been obtained by the Vendors before Closing (which waivers or consents are identified and described in Schedule 4.4), (c) to the knowledge of the Vendors, violate any Laws applicable to the Vendors or the Company or any of their respective properties or assets, or (d) result in the creation or imposition of any Encumbrance upon any of the Purchased Shares, the Adjacent Lands or any other property or assets used or held by the Company.

Except as identified and described in Schedule 4.4(b), to the Vendors' knowledge, no consent or approval by, or any notification or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Vendors of this Agreement or any other agreement or document to which the Vendors or the Company is or will be a party.

Except as identified and described in Schedule 4.4(c), there are no actions, suits or proceeding commenced or in progress or, to the knowledge of the Vendors, pending or threatened against or relating to the Vendors or the Company or any of their respective property or assets that might impair the consummation, or the benefits to the Purchaser, of the transactions contemplated by this Agreement or in any other agreement or document to which the Vendors or the Company are or will be a party in connection with this Agreement .

Books and Records; Bank Accounts

All of the Books and Records have been delivered or made available to the Purchaser. The financial Books and Records accurately reflect all financial transactions of the Company. The minute books of the Company include complete and accurate minutes of all meetings of the directors and shareholders of the Company held to date and resolutions passed by the directors and shareholders on consent since the date of incorporation. The share certificate book, register of shareholders, register of transfers and register of directors of the Company are complete and accurate.

Absence of Undisclosed Liabilities

Real Property

The only real property owned by the Company is the Company Lands. The Company is not the lessee of any real property.

The Adjacent Lands and Additional Lands are not used in connection with the Business. The Vendors are not the lessee of any real property used or required in connection with the operation of the Business.

The Company and the Vendors own the Owned Real Properties and the Additional Lands respectively free and clear of all Encumbrances other than Permitted Encumbrances and have the exclusive right to possess, use and occupy (subject to the Company Lease), and the Owned Real Property and Additional Lands, respectively. Beneficial title in and for the Owned Real Property and Additional Lands has not been divided from legal title.

The Company and the Vendors have not granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase or lease any of the Owned Real Property or Additional Lands, or any interest therein or any part thereof. The Company and the Vendors have not leased any portion of the Owned Real Property or Additional Lands to any Person other than the Company Lease.

To the knowledge of the Vendors, the existing uses of the Owned Real Property and the Additional Lands comply in all material respects with all applicable Laws.

Except as described in Schedule 4.7, to the knowledge of the Vendors, the Owned Real Property is serviced by all private and public utility services that are necessary for the operations of the Business thereon and, to the knowledge of the Vendors, there are no facts, circumstances or conditions which are reasonably likely to result in the termination of such connections. Neither the Vendors nor the Company have received notice from any third party of any actual or alleged non- compliance with applicable Laws.

Except as described in Schedule 4.4(c), there are no actions, suits or proceedings pending or, to the knowledge of the Vendors, threatened against or otherwise affecting the Owned Real Property or Additional Lands, or the current use of the Owned Real Property, which could adversely affect: (i) the validity of this Agreement or the transactions contemplated herein; (ii) the title to or value of the Owned Real Property or Additional Lands; (iii) the conveyance of the Owned Real Property and Additional Lands to the Purchaser; (iv) the right of the Purchaser from and after the Closing Date to own and occupy the Owned Real Property and (following due exercise of the Option) the Additional Lands and to carry on the use currently used thereon; or (v) any other action taken or to be taken in connection with this Agreement.

There are no pending or, to the knowledge of the Vendors, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property and/or the Additional Lands.

Except as described in Schedule 4.7, to the knowledge of the Vendors, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property and/or the Additional Lands by a Governmental Authority.

To the knowledge of the Vendors, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property and/or the Additional Lands.

Neither the Company nor either of the Vendors has received notice of any Claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property and/or the Additional Lands.

Any and all material documentation in respect of the Owned Real Property and Additional Lands (excluding any documents registered against title) in the possession of the Vendors or Company has been delivered to the Purchaser. Neither the Vendors or the Company are in receipt of any surveys for the Owned Real Property or Additional Lands.

Neither the Company nor either of the Vendors has received or issued any notice of default under any of the Permitted Encumbrances.

Neither the Company nor the Vendors has made application for a re-zoning of any of the Owned Real Property and/or the Additional Lands which remains pending or has any knowledge of any proposed or pending change to any zoning Laws affecting the Owned Real Property and/or the Additional Lands.

Each of the Vendors acknowledge and confirm that none of the Owned Real Property or Additional Lands is ordinarily occupied by the Vendors, or either of them, as their family residence for purposes of the matrimonial home provisions of the Family Law Act (Ontario).

Environmental Matters-Waste Collections and Landfill Operations

Schedule 4.8 contains a list of all Environmental Permits relating to the waste collections and landfill operations of the Company. To the knowledge of the Vendors, all such Environmental Permits are valid and in good standing, are complete and accurate in all material respects. Except as described in Schedule 4.8, to the knowledge of the Vendors, there has been no material violation of any such Environmental Permits, program approvals or other approvals and to the knowledge of the Vendors, no proceeding is pending, or threatened to revoke, modify, cancel, suspend or limit any such Environmental Permits, program approvals or other approvals or to add any conditions of compliance. To the knowledge of the Vendors, the Company is in possession of all Environmental Permits which are required of it under all applicable Laws.

Except as described in Schedule 4.8, the Business is being carried on in compliance with all Environmental Laws. To the knowledge of the Vendors, except as disclosed in Schedule 4.8, all operations of the Company (and its predecessors in title) conducted on the Owned Real Property (excluding the property leased under the Company Lease), comply and have complied in compliance with all Environmental Laws. The Company has filed all material reports and other information and obtained all Environmental Permits to enable the Business as now conducted to be carried on in compliance with Environmental Laws. To the knowledge of the Vendors, there are no facts known to the Vendors that would be likely to give rise to material non- compliance by the Company with any Environmental Laws.

Except as described in Schedule 4.8, to the knowledge of the Vendors, no remedial orders have been issued to the Vendors or the Company in respect of the Business, the Owned Real Property (excluding the property leased under the Company Lease), the Adjacent Lands and/or the Additional Lands, and to the knowledge of the Vendors, to any other Person in respect of the Owned Real Property (excluding the property under the Company Lease), the Adjacent Lands and/or the Additional Lands. To the knowledge of the Vendors, no fact or circumstance exists which would likely give rise to such a Remedial Order being issued in respect of the Business.

Except as described in Schedule 4.8, neither the Vendors nor the Company has received any written or oral notice of any alleged violation of any Environmental Laws or other damage to the environment emanating from or occurring on the Owned Real Property (excluding the property under the Company Lease) for the Business and to the knowledge of the Vendors, no fact or circumstances exists which would likely give rise to such a Claim.

To the knowledge of the Vendors, there are no active or abandoned above ground or underground storage tanks at, on, in or under the Owned Real Property (excluding the property under the Company Lease), relating to the Business. To the knowledge of the Vendors, the Owned Real Property (excluding the property under the Company Lease), has not been used to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, use, produce or process Hazardous Substances, except in compliance with all applicable Environmental Laws. To the knowledge of the Vendors, none of the Owned Real Property (excluding the property under the Company Lease), has been used for or been designated as a waste disposal site. To the knowledge of the Vendors, no polychlorinated biphenyls ("PCBs") or equipment containing PCBs; lead or lead-based paint; asbestos or asbestos-containing materials; or toxic mould, mildew or fungi are present at any of the Owned Real Property (excluding the property under the Company Lease).

The Vendors have provided the Purchaser with a copy of all material documents in its possession concerning any environmental or health and safety matter relevant to the Company and the Business including documentation regarding waste disposal, reports, correspondence, Environmental Permits related to environmental or health and safety matters issued by any Governmental Authority, and analyses and monitoring data for soil, groundwater and surface water and all material third party reports pertaining to any environmental assessments or audits that were obtained by, or are in the possession or control of, the Company or the Vendors (collectively, the "Environmental Reports").

To the knowledge of the Vendors, except as described in Schedule 4.8, the consummation of the transactions contemplated by this Agreement will not require the Purchaser or the Company to obtain consent, approval or authorization from any Governmental Authority in order to enable the Company to hold all Environmental Permits relating to the Business and to remain in compliance in all respects with the terms and conditions of all Environmental Permits of the Company and the Business and all Environmental Laws and all to which the Company and the Business are subject.

Title

Contracts

Vehicles, Equipment and Office Equipment

Location of Assets

Taxes

The Company has duly filed on a timely basis with the appropriate Governmental Authority all Tax Returns required to be filed for taxable periods ending on or before the Closing. To the knowledge of the Vendors, all such Tax Returns are true, correct and complete in all material respects. To the knowledge of the Vendors, no such Tax Return contains any misstatement or omits any statement that should have been included therein. No such Tax Return has been amended.

To the knowledge of the Vendors, the Tax liability of the Company for previous taxation periods is as indicated in its Tax Returns. To the knowledge of the Vendors, all Taxes shown as due on such Tax Returns or otherwise due or claimed to be due by any Governmental Authority have been paid in full. To the knowledge of the Vendors, all instalments, assessments and reassessments and all other Taxes which are due and payable, have been paid in full. To the knowledge of the Vendors, reserves and provisions for Taxes accrued but not yet due on or before the Closing Date are reflected in the Financial Statements of the Company and are adequate as of the date of the Financial Statements and are in accordance with GAAP. To the knowledge of the Vendors, no deficiencies for Taxes have been proposed, asserted or assessed against the Company that are not adequately reserved against. To the knowledge of the Vendors, since December 31, 2017 no material Tax liability of the Company has been assessed, proposed to be assessed, incurred or accrued other than in the ordinary course of business.

The Company has made available to the Purchaser complete and correct copies of all Tax Returns of the Company that have been filed as of the date hereof (except Tax Returns for periods in respect of which the applicable statutory period of limitations has expired) and copies of all its material correspondence with Governmental Authorities related to Taxes.

No unresolved assessments, reassessments, audits, Claims, actions, suits, proceedings or investigations exist or have been initiated with regard to any Taxes or Tax Returns of the Company. To the knowledge of the Vendors, no assessment, reassessment, audit or investigation by any Governmental Authority is underway, threatened or imminent with respect to Taxes for which the Company may be liable, in whole or part.

The Company has not requested or entered into any agreement or other arrangement or executed any waiver providing for any extension of time within which (i) to file any Tax Return in respect of any Taxes for which the Company is or may be liable; (ii) to file any elections, designations or similar filings relating to Taxes for which the Company is or may be liable; (iii) the Company is required to pay or remit any Taxes or amounts on account of Taxes; or (iv) any Governmental Authority may assess or collect Taxes for which the Company is or may be liable.

To the knowledge of the Vendors, all liabilities of the Company in respect of Taxes have been assessed by the relevant Governmental Authority and notices of assessment have been issued for all taxation periods ending on or before December 31, 2017.

To the knowledge of the Vendors, the Company has duly and on a timely basis withheld from any amount paid or credited by it to or for the account or benefit of any Person the amount of all Taxes and other deductions required by any Law to be withheld from any such amount and has duly and on a timely basis remitted the same to the appropriate Governmental Authority.

To the knowledge of the Vendors, no amount in respect of any outlay or expense that is deductible in computing the income of the Company for the purposes of the Tax Act has been owing by the Company for longer than twelve (12) months to a Person with whom it was not dealing at arm’s length (for the purposes of the Tax Act) at the time the outlay or expense was made or incurred.

The Company has not claimed a deduction with respect to an outlay or expense that may be considered unreasonable under the circumstances.

Except pursuant to this Agreement or as specifically disclosed in writing to the Purchaser, for purposes of the Tax Act or any other Law, there has never been a change or acquisition of control of the Company.

Except as described in Schedule 4.12, the Company has not, directly or indirectly, transferred property to or supplied services to, or acquired property or services from, any Person with whom it was not dealing at arm's length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of such property or services.

To the knowledge of the Vendors, for all material transactions between the Company and any non- resident Person with whom the Company was not dealing at arm’s length during a taxation year commencing after 1998 and ending on or before the Closing Date, the Company has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

The Company has not entered into any advance pricing agreement with any Governmental Authority.

To the knowledge of the Vendors, there are no circumstances which exist and would result in, or which have existed and resulted in, the application of any of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the taxation legislation of any province or any other jurisdiction, to the Company at any time up to and including the Closing Date in respect of any transaction entered into.

To the knowledge of the Vendors, the Company is not party to, bound by or obligated under any tax sharing agreement, tax indemnification agreement or similar contract or arrangement. To the knowledge of the Vendors, the Company has no liability for the Taxes of any other Person.

To the knowledge of the Vendors, all Taxes incurred or losses sustained by the Company prior to the Closing Date have arisen in the ordinary course of business, except for Taxes or losses, if any, arising from the transactions contemplated by this Agreement.

Notices of determination have neither been requested by nor issued to the Company.

The Company has not received any notice or inquiry from any Governmental Authority in any jurisdiction where the Company does not currently file Tax Returns to the effect that it is or may be subject to taxation in such jurisdiction. The Company is not required to file any Tax Returns in any jurisdiction outside Canada.

No power of attorney with respect to any Taxes has been executed or filed with any Governmental Authority by or on behalf of the Company and is currently in effect.

To the knowledge of the Vendors, the Company will not be required to include in any taxable period ending after the Closing Date any taxable income attributable to income that accrued (or cash that was received), but was not recognized, in any taxable period ending on or before the Closing Date as a result of a reserve, deduction, prepaid amount, advance payment, election, tax credit, the cash method of accounting, the instalment method of accounting, a change in the method of accounting, an agreement with any Governmental Authority, any provision of local, provincial, territorial, federal or foreign tax law, or for any other reason.

To the knowledge of the Vendors, the Company does not have any contractual obligation to pay the amount of any tax benefits or Tax Refunds (or an amount determined by reference thereby) realized or received by it to any former shareholder(s) or other Person(s).

To the knowledge of the Vendors, the Company has not realized or received any Tax Refund to which it was or is not entitled.

To the knowledge of the Vendors, the Company has maintained and continues to maintain at its place of business in Canada (or the United States, as applicable) all books and records required to be maintained under the Tax Act, or any comparable Law of any province or territory of Canada or any comparable Law of the United States (including any municipality or state thereof), including Laws relating to sales or use Taxes.

Residence

Employment Matters

Schedule 4.15 contains a complete and accurate list of all current employees of the Company, their respective positions, dates of hire with the Company or any predecessors of the Company, current salaries, benefits and other remunerations. Except as disclosed in Schedule 4.15, the Company is not a party to any agreements with past or present employees, agents or independent contractors in connection with the Business. Full and complete copies of such employment contracts have been provided to the Purchaser. Except for those contracts provided, there are no written contracts of employment entered into with any Employees or any oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable Laws.

The Company has not terminated, laid off or dismissed (whether such dismissal is actual or constructive) any of its employees in the four weeks preceding Closing. Except as described in Schedule 4.15, all liabilities accrued and due prior to the Closing Date in respect of Employees have or shall have been paid to the Closing Date or adjusted pursuant to Section 3.3, including premium contributions, remittance and assessments for unemployment insurance, employer health tax, Canada Pension Plan, income tax, workers' compensation and any other employment related legislation, accrued wages, Taxes, salaries, commissions and employee benefit plan payments. To the knowledge of the Vendors, there are no outstanding, pending, threatened or anticipated assessments, actions, causes of action, Claims, complaints, demands, orders, prosecutions or suits against the Company, its directors, officers or agents pursuant to or under any applicable Laws, including, but not limited to Canada Pension Plan, unemployment insurance, income tax, employer health tax, employment standards, labour relations, occupational health and safety, human rights, workers' compensation and pay equity. The Company has no obligation to re-instate any Employees.

Compliance with Laws; Governmental Authorizations

Except as described in Schedule 4.4, the Company has (i) to the knowledge of the Vendors, conducted the Business in compliance with all applicable Laws in each jurisdiction in which the Business is carried on; and (ii) not received any notice that any material violation of any Law is being or may be alleged.

The (i) Company is duly licensed, registered or qualified and duly possesses all material Governmental Authorizations required or necessary to carry on the Business as now conducted in compliance with all applicable laws, and all such Governmental Authorizations are described in Schedule 4.15; and (ii) to the knowledge of the Vendors, all of such Governmental Authorizations are valid and subsisting and in good standing and no event has occurred or condition or state of facts exists which constitutes or, after the giving of notice or the passage of time or both, would constitute a breach or default under any of the Governmental Authorizations, or which permits or, after the giving of notice or the passage of time or both, would permit revocation, termination or modification of any of the Governmental Authorizations.

Litigation

Truth and Accuracy of Schedules

Corporate Organization, Standing and Qualifications

Authorization

Consents and Approvals; No Violations

Knowledge of Purchaser

No Other Representations and Warranties

Survival of Vendors’ Representations and Warranties

as to the representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.9 (the " Fundamental Representations"), indefinitely;

as to Tax matters, until 90 days after the expiration of all periods allowed for objecting to and appealing the determination of any proceedings relating to any assessment or reassessment of the Purchaser, the Company or the Vendors, as the case may be, by any Governmental Authority in respect of any taxation period ending on or prior to the Closing or in which the Closing occurs unless a bona fide notice of a Claim shall have been made in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim; and

as to all other matters, for a period of one (1) year, unless a bona fide notice of a Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim.

Survival of Purchaser’s Representations and Warranties

Indemnification

Subject to the limitations set out in this Section 6.3, the Vendors jointly and severally indemnify and holds the Purchaser and each of its officers, directors, employees, agents, successors and assigns, harmless from and against any Claim, demand, action, cause of action, damage, loss, liability, cost or expense (including legal fees), but excluding any liability for indirect or consequential damages or for business loss, loss of profit, economic loss or punitive damages (collectively, "Losses ") which may be made or brought against the Purchaser or which the Purchaser may suffer or incur, in respect of, as a result of, or arising out of the failure of any representation or warranty made by the Vendors in this Agreement (whether or not contained in Article IV) or in any Schedule, Exhibit, document or certificate delivered pursuant to this Agreement to be true and correct in all respects as of the Closing Date (without giving effect to any "materiality," "material adverse effect" or similar qualification);

The Purchaser indemnifies and holds the Vendors and each of its shareholders, officers, directors, employees, agents, successors and assigns, harmless from and against any Losses which may be made or brought against the Vendors or which the Vendors may suffer or incur, in respect of, or arising out of :

the failure of any representation or warranty made by the Purchaser in this Agreement or in any Schedule, Exhibit, document or certificate delivered pursuant to this Agreement to be true and correct in all respects as of the Closing Date; or

any claim or proceeding made at any time from and after the Closing Date in respect of the condition of the Owned Real Property or the Additional Lands, including any order or claim against the Vendors, whether arising because of the presence or alleged presence of Hazardous Substances or any actual or alleged violation of Environmental Laws, whether occurring prior to, on or after the Closing Date.

The obligations to indemnify and hold harmless pursuant to Section 6.3 shall survive the consummation of the transactions contemplated by this Agreement for the time periods set out in Section 6.1, except for Claims for indemnification asserted prior to the end of such periods, which Claims shall survive until final resolution thereof.

No Person shall be entitled to indemnification of any Losses pursuant to Section 6.3 unless the aggregate amount of all Losses for which the Indemnified Party would otherwise be entitled to require payment from an Indemnifying Party under such sections exceeds $50,000, in which case, for clarity, the entitlement shall be to claim for the entirety of any such Losses (subject to the limitations set out elsewhere in this Article VI). No Person shall be entitled to indemnification pursuant to Section 6.3 for any individual or series of related Losses which do not exceed $50,000.

The obligations to indemnify and hold harmless pursuant to Section 6.3(a), other than liabilities for breach of fundamental representations or representations relating to Tax matters (which shall be limited to the Purchase Price for the Purchased Shares, the Adjacent Lands or the Additional Lands, as applicable), shall be limited to an amount not exceeding 25% of the Purchase Price for (i) the Purchased Shares (in the case of representations and warranties relating to the Company or the Purchased Shares), (ii) the Adjacent Lands (in the case of representations and warranties relating to the Adjacent Lands), and (iii) the Additional Lands (in the case of representations and warranties relating to the Additional Lands), as applicable.

Notwithstanding any limitation or threshold set forth in this Article VI, including for greater certainty Sections 6.3(d) and 6.3(e), there shall be no limitation or threshold for liabilities for or in respect of any claim involving fraud or fraudulent misrepresentation occurring on or prior to the Closing Date.

Procedure for Indemnification

Within a reasonable period of time after the incurrence of any Losses by any Person entitled to indemnification pursuant to Section 6.3 hereof (an "Indemnified Party"), excluding any claim by a third Person described in Section 6.5, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall:

state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and

specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder.

In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate, the Indemnifying Party shall, within twenty (20) days after receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party a notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the forty-five (45) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Claims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such Claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts, then the party which receives a final judgment in any dispute shall be indemnified and held harmless for all reasonable attorney and consultant’s fees or expenses by the other party.

Claims for losses specified in any Certificate to which an Indemnifying Party shall not object in writing within ten (10) days of receipt of such Certificate, Claims for losses the validity and amount of which have been the subject of arbitration as described in Section 6.4(b) and Claims for losses the validity and amount of which shall have been the subject of a final arbitration, or shall have been settled with the consent of the Indemnifying Party, as described in Section 6.5 below, are hereinafter referred to, collectively, as "Agreed Claims". Within ten (10) days of the determination of the amount of any Agreed Claims, the Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

Third Party Claims

Additional Rules and Procedures

if any third Person Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person with respect to such third Person Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability under the third Person Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from such third Person, pay such difference to the Indemnifying Party; and

the Indemnifying Party and the Indemnified Party shall provide each other on an ongoing basis with all information which may be relevant to the other’s liability hereunder and shall supply copies of all relevant documentation promptly as they become available.

Rights Cumulative

Subrogation

Insurance and Other Recoveries

All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party for such loss for which the Indemnified Party is seeking indemnification. Each Party agrees to promptly make and diligently pursue a Claim against any applicable insurance with respect to any loss that would otherwise be payable pursuant to this Article VI.

All indemnification payments payable hereunder shall be reduced by the amount of any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.

Mitigation

Adjustment to Purchase Price

Electronic Registration

Vendors and Company Closing Deliverables

registrable conveyances of the Adjacent Lands, containing all statements contemplated by Section 50(22) of the Planning Act (Ontario), and excluding no deemed covenants;

registrable documentation sufficient to register notice of the Option on title to the Additional Lands;

an assignment and assumption of Permitted Encumbrances;

a certificate of an officer of the Company certifying that the Company is not a non- resident of Canada pursuant to Section 116 of the Income Tax Act (Canada);

a statutory declaration of each of the Vendors swearing that they are not a non- resident of Canada pursuant to Section 116 of the Income Tax Act (Canada) and that the Owned Real Property is not used as a matrimonial home for purposes of the Family Law Act (Ontario);

a statement of adjustments;

an undertaking to readjust;

the DRA;

a direction to the Purchaser regarding payment of the Purchase Price;

such documentation (including statutory declarations regarding title and possession, or officer’s certificates) as may reasonably and customarily be required by the Purchaser’s title insurer;

resignations of the Vendors as officers, directors and employees of the Company and mutual releases between the Vendors and the Company; and

such other documents as may reasonably and customarily be required to effect the transactions contemplated by this Agreement.

Purchaser Closing Deliverables

the Purchase Price;

a direction with respect to title to the Adjacent Lands, if applicable;

an assignment and assumption of Permitted Encumbrances;

a certificate and indemnity with respect to HST as contemplated in Section 3.4;

an undertaking to readjust;

the DRA; and

such other documents as may reasonably and customarily be required to effect the transactions contemplated by this Agreement.

Notices

Waiver

Severability

Assignment and Enurement

Expenses

Further Assurances

Jurisdiction

Service

Public Notices

Third Party Beneficiaries

Non-Merger

No Presumption

Language

Execution by Electronic Transmission

Counterparts