SHARE SUBCRIPTION AGREEMENT

SHARE SUBCRIPTION AGREEMENT

(A)

the Shareholders are the registered and beneficial owners of all the issued and outstanding shares in the capital of the Corporation;

(B)

the Corporation is in the business of selling, servicing, maintaining, repairing, renting and testing of generators and industrial engines in the Provinces of Alberta, British Columbia, Ontario and elsewhere in Canada (the “Business”);

(C)

upon the terms and conditions set out in this Agreement, the Subscriber has agreed to subscribe for 952 Class A Common Shares in the capital of the Corporation for the aggregate subscription price set out in Section 2.1 (the “Subscription”);

(D)

upon the terms and conditions set out in this Agreement, the Subscriber has agreed to purchase from Simmax its 681 Class A Common Shares of the Corporation and to purchase from Remora its 903 Class A Common Shares of the Corporation (the “Purchases”),

(E)

in connection with the Subscription and the Purchases, the Corporation’s Indebtedness to Simmax and its Affiliates and related parties, and to Remora GP, and to Viking will be restructured as more particularly described herein (the “Repayment”, and together with the Purchases, the “Purchases and Repayment”);

(F)

concurrent with the transactions contemplated in this Agreement, Viking and the Subscriber shall enter into the Post-Closing Shareholder’s Agreement (as defined below); and

(G)

as consideration for the Subscriber’s agreement to complete the Subscription and the Purchases and Repayment, the Corporation and the Shareholders have agreed to provide certain representations, warranties, and covenants to the Subscriber regarding the Corporation, the Business, and other matters as set out in this Agreement.

(a)

In this Agreement: (i) the words "including" and "includes" mean "including (or includes) without limitation"; and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding". If the last day of any such period is not a Business Day, such period will end on the next Business Day.

(b)

When calculating the period of time "within" “which” or "following" which any act or event is required or permitted to be done, notice given or steps taken, the date which is the reference date in calculating such period is to be excluded from the calculation. If the last day of any such period is not a Business Day, such period will end on the next Business Day.

(a)

Notwithstanding anything to the contrary contained in this Agreement, if a matter is said to be set out, disclosed, listed, described or reflected in this Agreement, it is deemed to have been sufficiently disclosed to the Parties where the relevance of such matter is or should be reasonably apparent.

(b)

The Schedules form an integral part of this Agreement.

(a)

This Agreement is governed by and is to be interpreted, construed and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

(b)

Each of the Parties irrevocably attorns and submits to the exclusive jurisdiction of the courts of Alberta in any action or proceeding arising out of or relating to this Agreement. Each of the Parties waives objection to the venue of any action or proceeding in such court or any argument that such court provides an inconvenient forum.

(a)

knowledge of Remora is the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇;

(b)

knowledge of the Shareholders is (i) in the case of Simmax, the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇; and (ii) in the case of Viking, the actual knowledge of ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, and the knowledge each of such Persons could reasonably be expected to possess having made due inquiry with the Corporation’s executive management team including, but not limited to, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, and having reviewed the Corporation’s Books and Records and Corporate Records including, but not limited to, the documentation in the data room created by the Shareholders as part of the due diligence for this transaction; and

(c)

knowledge of the Corporation is the actual knowledge of the officers of the Corporation, and the knowledge each of such Persons could reasonably be expected to possess had they conducted a reasonable inquiry into the Corporation’s Books and Records and Corporate Records.

(a)

two million two hundred six thousand seven hundred one dollars and seventy-nine cents ($2,206,701.79) of the Subscription Payment shall be used for general working capital purposes of the Corporation; and

(b)

seventy-seven thousand five hundred thirty-seven dollars and thirty-one cents ($77,537.31) of the Subscription Payment shall be used in connection with the Repayment transactions set forth in Sections 2.4, 2.5, and 2.6 of this Agreement, respectively.

(a)

The Subscriber agrees to purchase and ▇▇▇▇▇▇ agrees to transfer to the Subscriber the Remora Shares for the sum of $650,083.39. The Subscriber shall pay for such shares by way of a delivering a closing payment of $22,462.69 (the “Remora Closing Payment”) by wire transfer of immediately available funds to Gowling WLG (Canada) LLP and a promissory note of $627,620.70 in the form attached as Schedule 2.4(a) (the “Remora LP Note”).

(b)

As a result of the share purchase contemplated by this Section 2.4(a), Remora shall not retain any equity interest in the Corporation following Closing.

(c)

In exchange for the retirement and termination of all existing promissory notes and other Indebtedness in favour of or otherwise owing to Remora or Remora GP by the Corporation (the "Remora Promissory Notes") the Corporation shall issue a promissory note to Remora GP in the amount of $153,956.62 (the "Remora GP Note" and together with the Remora LP Note “New Remora Notes”)

(d)

Remora hereby represents that the only Affiliate of Remora that the Corporation is indebted to is Remora GP.

(e)

To the extent the amount received by Remora GP is less than the amount owing under the Remora Promissory Notes, it irrevocably agrees to forgive the remaining balance of the Remora Promissory Notes and shall execute an acknowledgment and release in favour of the Corporation;

(f)

as a condition of the transactions set out in this Section 2.4, the Corporation, Remora, Remora GP and each of their respective directors, officers, shareholders, and related Parties shall execute and deliver a full and final mutual release, in the form attached hereto as Schedule 2.4(f) (the “Remora Releases”).

(a)

The Subscriber agrees to purchase and Simmax agrees to transfer to the Subscriber the Simmax Shares for the sum of $465,677.51. The Subscriber shall pay for such shares by way of a Promissory Note of $465,677.51 in the form attached as Schedule 2.5(a) (the “Simmax Note”).

(b)

As a result of the share purchase contemplated by Section 2.5(a), Simmax shall not retain any equity interest in the Corporation following Closing.

(c)

In exchange for the retirement and termination of all existing promissory notes and other Indebtedness owing to Simmax and its Affiliates by the Corporation, (the “Simmax Promissory Notes”) the Corporation shall:

(i) 

from the ▇▇▇▇ Payment, pay to Simmax the sum of $16,940.30 by wire transfer of immediately available funds to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, in trust,  

(ii) 

issue one or more promissory notes in form and substance acceptable to the Shareholders in the aggregate principal amount of $1,113,342.18 in favour of Simmax and/or its Affiliates, including but not limited to ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Simmax Notes”),  

(d) 

The Simmax Note and the New Simmax Notes shall be allocated as set out and as allocated in Schedule 2.5 herein.  

(e) 

To the extent the amount received by Simmax and/or its Affiliates is less than the amount owing under the Simmax Promissory Notes, each such Party irrevocably agrees to forgive the remaining balance of its respective portion of the Simmax Promissory Notes and shall execute an acknowledgment and release in favour of the Corporation.  

(f) 

As a condition of the transactions set out in this Section 2.5, the Corporation and Simmax, and each of their respective directors, officers, shareholders, and related Parties shall execute and deliver a full and final mutual release, in the form attached hereto as Schedule 2.5(f) (the “Simmax Releases”); and (2) the Corporation and Subscriber shall exercise best commercial efforts to cause TD Canada to release Simmax and/or its Affiliates (including, without limitation, ▇▇▇▇▇ ▇▇▇▇▇▇) from any prior guarantees or pledged collateral in respect of any existing loan or credit facilities of the Corporation (collectively, the “Simmax Guarantees”) and deliver evidence of same on Closing (the “TD Release”). In the event the TD Release cannot be obtained by Closing, the Corporation and Subscriber shall deliver on Closing an undertaking in form and substance acceptable to Simmax and/or its Affiliates to deliver the TD Release within a reasonable time post-Closing and shall jointly and severally indemnify such Parties in respect of the Simmax Guarantees and any and all Damages arising from or relating to the Simmax Guarantees pursuant to the terms of this Agreement unless and until the TD Release has been delivered.  

(a) 

from the ▇▇▇▇ Payment, the Corporation shall pay to Viking the sum of $60,597.01 to ▇▇▇▇ Lawyers LLP, in trust, by wire transfer of immediately available funds; and 

(b) 

the Corporation shall issue one or more promissory notes in form and substance acceptable to the Shareholders in the aggregate principal amount of $939,402.99 in favour of Viking and/or its Affiliates (the “New Viking Note”) in exchange for the retirement and termination of all existing promissory notes and other Indebtedness in favour of or otherwise owing to Viking and its Affiliates by the Corporation as set out in Schedule 2.6 (the “Viking Promissory Notes”). To the extent the amount received by Viking and/or its Affiliates is less than the amount owing under the Viking Promissory Notes, each such Party irrevocably agrees to forgive the remaining balance of its respective portion of the Viking Promissory Notes and shall execute an acknowledgment and release in favour of the Corporation; and 

(c) 

as a condition of the transactions set out in this Section 2.6, (1) the Corporation and Viking, and each of their respective directors, officers, shareholders, and related Parties shall execute and deliver a full and final mutual release, in the form attached hereto as Schedule 2.6(c) (the “Viking Releases”); and (2) the Corporation and Subscriber shall exercise best commercial efforts to cause TD Canada to release Viking and/or its Affiliates from any guarantees or pledged collateral in respect of any existing loan or credit facilities of the Corporation (collectively, the “Viking Guarantees”) and deliver evidence of same on Closing (the “TD Release”). In the event the TD Release cannot be obtained by Closing, the Corporation and Subscriber shall deliver on Closing an undertaking in form and substance acceptable to Viking and/or its Affiliates to deliver the TD Release within a reasonable time post-Closing and shall jointly and severally indemnify such Parties in respect of the Viking Guarantees and any and all Damages arising from or relating to the Viking Guarantees pursuant to the terms of this Agreement unless and until the TD Release has been delivered.  

(a) 

Upon a final and binding determination of a Claim pursuant to Article 10 or written agreement between the Parties with respect to any Damages that the Subscriber and/or Corporation is entitled to be indemnified by the Shareholders, the Corporation may from time to time set-off against or deduct from any amount due and payable by the Corporation to the Shareholders, or any one of them, hereunder, including any amounts payable under the New Notes, provided that any such set-off or deduction from: i) the New Remora Notes shall be limited to the Remora LP Note; and (ii) New Simmax Notes shall be limited to the portion of such notes that has been allocated to the purchase of the Simmax Shares (as set out in Schedule 2.5).  

(b) 

If, prior to the maturity date of the principal amount payable under the New Notes, a Claim has been made pursuant to Section 10.3 (Claims Procedure) and remains unresolved as of such maturity date, the portion of such principal repayment for the respective New Note that is subject to the possible right of set-off shall be paid into escrow with the Subscriber’s solicitor and, in the case of Remora subject to Section 6.7(a), held in trust pending resolution of the Claim. The escrowed funds shall only be released upon the final determination of the Claim in accordance with Section 10.3, or upon written agreement by the Parties. Any portion of the escrowed funds not required to satisfy the Claim, if applicable, shall be promptly released to the Person entitled to payment upon resolution of the Claim. For clarity, the payment of any amount into escrow in accordance with this Section shall not constitute an Event of Default as defined in the applicable New Note, nor shall it trigger any acceleration of obligations thereunder. Additionally, provided that the principal of the respective New Note is paid into escrow in full on or before its maturity date in accordance with this Section, all Interest owing under such New Note shall be waived in accordance with its terms, and no Interest shall accrue or become due and owing on the escrowed amount while it remains in escrow. 

(a) 

result in a breach or a violation of or default under, conflict with, or cause the termination or revocation of, any Business Authorization held by the Shareholders or the Corporation, the use of the Corporation Assets, or the operation of the Business; 

(b) 

result in or require the creation of any Lien upon any of the Corporation Assets; 

(c) 

result in a breach or a violation of, or conflict with, any judgement, order or decree of any Governmental Authority;  

(d) 

result in a breach or a violation of, or conflict with, any Law applicable to the Shareholders or the Corporation; or 

(e) 

result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of the Corporation's or the Shareholders constating documents, shareholders' agreements, by-laws or resolutions of its board of directors or shareholders. 

(a)

sold, transferred or otherwise disposed of any Corporation Assets except:

(i)

assets which are obsolete or which, individually or in the aggregate, do not exceed $50,000.00 in book value; and

(ii)

Inventory sold in the Ordinary Course;

(b)

except for the Permitted Encumbrances, granted or suffered any Lien upon any of the Corporation Assets;

(c)

issued or sold any shares, bonds or other securities of the Corporation;

(d)

made any capital expenditures which individually or in the aggregate exceeded $100,000.00;

(e)

paid any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, exceeded $50,000.00 per month, excluding monthly payments under Material Contracts;

(f)

increased its Indebtedness for borrowed money or made any loan or advance to any Person, or assumed, guaranteed or otherwise became liable with respect to the obligation of any Person;

(g)

cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to the Corporation;

(h)

made any bonus or profit sharing distribution or similar payment of any kind other than in accordance with the Employee Plans;

(i)

made any payment to an officer, director, former director, Employee or related party other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course;

(j)

removed or appointed any auditor or director or terminated or hired any officer or other senior Person;

(k)

made any change in the compensation paid or payable to any officer or director of the Corporation or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any Employees;

(l)

suffered any extraordinary loss, damage or destruction, whether or not covered by insurance;

(m)

terminated or suffered the termination of any Material Contract other than due to its expiration in accordance with its terms and not as a result of the potential completion of the transactions contemplated by this Agreement;

(n)

written down the value of any property or assets owned or used by the Corporation, including Inventory and capital lease assets, except on account of depreciation and amortization in the Ordinary Course;

(o)

entered into any Contract or any other transaction that was not in the Ordinary Course of business;

(p)

waived, cancelled or written off, or agreed or become bound to waive, cancel or write off, any rights, claims or accounts receivable relating to the Business, other than in the Ordinary Course of business and none of which are material;

(q)

increased its reserves for contingent liabilities;

(r)

suffered any material shortage or any cessation or material interruption of Inventory shipments, supplies or ordinary services other than in connection with the non-payment of suppliers as disclosed under this Agreement;

(s)

made any forward purchase commitments either in excess of the requirements of the Corporation for normal operating purposes or at prices higher than the current market prices;

(t)

compromised or settled any litigation or governmental action relating to the Corporation Assets, other property or assets used by the Corporation (including the Premises) or the Business;

(u)

cancelled or reduced any insurance coverage;

(v)

permitted any of its facilities located at the Premises to be shut down for any period of time in excess of 12 hours on a Business Day;

(w)

made any change in the method of billing or the credit terms made available to the customers of the Business;

(x)

made any change in any method of accounting or auditing practice;

(y)

except as contemplated in the Corporate Records, amended its organizational documents or structure; or

(z)

authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

(a) 

Except for the Real Property Leases, the Corporation is not party to any agreement, option, or right to own or lease, any real property or any interest in any real property.  

(b) 

Schedule 4.21 sets out all real property leases, subleases, license agreements or other similar agreements under which the Corporation leases any real property (the "Real Property Leases"), including all assignments and amendments thereto and the municipal addresses and legal land descriptions of the Premises. True and complete copies of the Real Property Leases have been provided to the Subscriber. 

(c)

Except as set forth in Schedule 4.21, (i) the Real Property Leases are valid, legally binding, enforceable and in full force and effect and the Corporation is not in breach of or default, in any material respect, under any of the Real Property Leases, nor, to the knowledge of the Shareholders, is any counterparty to the Real Property Leases in breach or default, in any material respect, thereunder; (ii) there are no disputes between the Corporation and any third parties under any of the Real Property Leases, nor has any third party repudiated, terminated or threatened to terminate any of the Real Property Leases; and (iii) the terms and conditions of the Real Property Leases will not be affected by the completion of the Transaction.

(d)

Other than the Edmonton Rent Arrears, all rental and other payments and other material obligations required to be paid and performed by the Corporation pursuant to the Real Property Leases have been performed and duly paid. All tenant's work to be performed in accordance with each Premises has been completed, and all material deficiencies (if any) which any landlord has brought to the Corporation's attention, have been corrected.

(e)

Except as set forth in Schedule 4.21, the Corporation has not sublet, assigned, licensed or otherwise conveyed any rights or interest in the Premises or the Real Property Leases to any Person.

(f)

The current use of the Premises by the Corporation complies with applicable Laws in all material respects. The Premises are reasonably adequate for the purpose for which it is presently used by the Corporation, and the Corporation has reasonably adequate rights of ingress and egress thereto for the operation of the Business in the Ordinary Course.

(g)

To the knowledge of the Shareholders, there are no existing, proposed or threatened expropriation proceedings that would result in the taking of all or any part of the Premises or that would adversely affect the current use of the Premises or any part of them.

(a)

Except for reasonable wear and tear, the Premises are in good operating condition and in a state of good maintenance and repair, having regard for their age and character, and are reasonably adequate for the purposes for which they are currently being used. To the knowledge of the Shareholders, none of such buildings, structures, improvements or appurtenances within which the Premises are situated, nor the operating or maintenance thereof, violates any restrictive covenant or any provision of any applicable Law, or encroaches on any property owned by other Persons.

(a)

any Contract for the purchase or sale of materials, supplies, equipment or services (i) involving, in the case of any such Contract, the payment by the Corporation of more than $100,000.00 in aggregate in any 12-month period, or (ii) which contains minimum purchase commitments or requirements or other terms that restrict or limit the purchasing or selling ability of the Corporation;

(b)

any Contract that expires, or may be renewed at the option of a Person other than the Corporation so as to expire, more than one year after the date of this Agreement;

(c)

any rental agreement between the Corporation and its customers and clients;

(d)

any financing or loan Contract pursuant to which the Corporation has extended a loan or other financing to any customer or client of the Corporation or any other third party;

(e)

any promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging or swap arrangement or any leasing transaction of the type required to be capitalized in accordance with ASPE;

(f)

any shareholder loan agreements or other Contracts pursuant to which the Shareholders, their Affiliates, or any employees of the Corporation have loaned money to the Corporation, including any loans made by the Shareholders, their Affiliates, or employees of Corporation for the benefit of the Corporation;

(g)

any line of credit, credit card, or financing agreements, including any type of short-term or long-term financing facilities provided to the Corporation by any financial institution or other lenders;

(h)

any Contract for capital expenditures in excess of $10,000.00 in the aggregate;

(i)

any confidentiality or non-disclosure Contract entered into other than in the Ordinary Course or any Contract limiting the freedom of the Corporation to engage in any line of business, compete with any Person, solicit any Person, operate its assets at maximum production capacity or otherwise restrict its ability to carry on the Business;

(j)

any Contract pursuant to which the Corporation is a lessor or lessee of any of the Corporation’s assets including, without limitation, machinery, equipment, motor vehicles, office furniture, fixtures or other personal or real property outside the Ordinary Course of the Business;

(k)

any Contract pursuant to which the Corporation is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal or real property;

(l)

any Contract with an Affiliate of the Corporation or the Shareholders or any other Person with whom the Corporation or the Shareholders do not deal at arm’s length within the meaning of the Tax Act;

(m)

any agreement of guarantee, support, indemnification, assumption, endorsement, or any similar commitment with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person;

(n)

any partnership, joint venture, or other similar Contract, any Contract involving a sharing of profits with any Person or any Contract relating to the acquisition or disposition of any business (whether by merger, sale of shares, sale of assets or otherwise);

(o)

any Contract relating to grants or other forms of assistance received by the Corporation from any Governmental Authority; or

(p)

any Contract material to the Business or any of the Corporation Assets or any Contract made outside of the Ordinary Course.

(a)

Schedule 4.27 sets out a true, correct and complete list, and, where appropriate, a description of:

(i)

all of the IP Rights owned or used by the Corporation;

(ii)

all licenses or similar agreements or arrangements to which the Corporation is a party, either as licensee or licensor, with respect to IP Rights.

(b)

The Corporation is the exclusive owner of all right, title and interest in and to, or possesses the exclusive right to use, the IP Rights listed in Schedule 4.27, free and clear of all Liens, except for the Permitted Encumbrances. The Corporation has not assigned, licensed or otherwise conveyed any of its IP Rights.

(c)

The Corporation's IP Rights are valid and in good standing, with no pending or threatened claims of infringement, passing off, invalidity, or conflict. The Corporation has not received any notice of infringement or misappropriation and has not infringed upon the IP Rights of any third party in the past five years.

(d)

The Corporation has the right to use its IP Rights in the conduct of the Business, and such use does not infringe the rights of any third party. All licenses to which the Corporation is a party relating to IP Rights are in good standing and enforceable.

(e)

No royalty or other fee is required to be paid by the Corporation to any other Person in respect of the use of any IP Rights, and there are no restrictions on the ability of the Corporation or any successor to, or assignee from, the Corporation to use and exploit all rights in such IP Rights.

(a)

Schedule 4.28 sets out a true, correct and complete list of all Information Technology owned, licensed, used or held for use in connection with the Business and all Contracts relating to the maintenance and support, security, disaster recovery management and utilization of such Information Technology.

(b)

Such Information Technology is sufficient for the conduct of the Business in the Ordinary Course after Closing. The Corporation uses reasonable means, consistent with industry practice, to protect the security and integrity of all such Information Technology. The use of any Information Technology by the Corporation does not exceed the scope of the rights granted to the Corporation with respect thereto, including any applicable limitation upon the usage, type or number of licenses, users, hardware, time, services or systems.

(c)

In the past five years, no notice of a material defect or default has been sent or received by the Corporation in respect of any license or lease under which the Corporation receives Information Technology.

(a) 

the assets, liabilities, sales, income, losses, retained earnings, accruals, reserves, adjustments and financial condition of the Corporation; 

(b) 

the results of operations of the Corporation; and 

(c) 

the changes in financial position of the Corporation, 

(a)

The Corporation has: (A) duly and timely filed, or caused to be filed, all Tax Returns required to be filed by it prior to the date hereof (taking into account any valid extension of the due date for filing), and all such Tax Returns are true, complete and correct in all material respects; (B) paid on a timely basis, all Taxes and all assessments and reassessments of Taxes due on or before the date hereof, other than Taxes which are being or have been contested in good faith and for which adequate accruals have been provided in the Unaudited Financial Statements and the collection of which (or enforcement of any Liens securing such Taxes) is effectively prevented by such contest; (C) duly and timely withheld, or caused to be withheld, all Taxes required or permitted by applicable Laws to be withheld by it (including Taxes and other amounts required or permitted to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account of any Person, including any present or former employees, officers or directors and any Persons who are non-residents of Canada for the purpose of the Tax Act) and duly and timely remitted, or caused to be remitted to the appropriate Governmental Authority such Taxes required by applicable Laws to be remitted by it; and (D) duly and timely collected, or caused to be collected, any sales or transfer Taxes, including GST, harmonized sales and provincial or territorial sales Taxes, required by applicable Laws to be collected by it and duly and timely remitted to the appropriate Governmental Authority any such amounts required by Applicable Laws to be remitted by it.

(b)

There are no audits, investigations, proceedings, assessments or reassessments in progress, pending or, to the knowledge of the Shareholders, threatened by any Governmental Authority with respect to Taxes against or with respect to the Corporation or the Corporation Assets.

(c)

There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any material amount of Taxes of, or the filing of any Tax Return or any payment of any material amount of Taxes by, the Corporation.

(d)

No written Claim has been made in the preceding five years by any Governmental Authority in a jurisdiction where the Corporation does not file Tax Returns that the Corporation is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction.

(e)

There are no Liens for Taxes upon any of the Corporation Assets.

(f)

The Corporation is not party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation after Closing.

(g)

No material amount in respect of any outlay or expense that is deductible for the purposes of computing the income of the Corporation for Tax purposes has been owing by the Corporation for longer than two years to a Person not dealing at arm's length (for the purposes of the Tax Act) with the Corporation at the time the outlay or expense was incurred.

(h)

To the knowledge of the Shareholders, other than in relation to or as a result of the transactions contemplated in this Agreement, there are no circumstances which exist and would result in, or which have existed and resulted in, sections 17, 78 and 79 to 80.04 of the Tax Act applying with adverse consequences to the Corporation.

(i)

The Corporation has not, either directly or indirectly, transferred any material property to or supplied any material services to or acquired any material property or material services from a 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 the property or services.

(j)

The Corporation is duly registered under GST Legislation for the purpose of GST and its registration number is BN 866621261RT0001. All input tax credits claimed by the Corporation for GST purposes were calculated in accordance with applicable Laws in all material respects and the Corporation has complied in all material respects with all registration, reporting, payment, collection and remittance requirements in respect of GST and provincial sales Tax and harmonized Tax legislation.

(k)

Except as set out in Schedule 4.34, the Corporation has not claimed or received an amount in respect of a Tax credit, refund, rebate overpayment or similar adjustment of Taxes, including any governmental assistance or subsidy, in each case to which the Corporation is not fully entitled, and the Corporation has retained all documentation prescribed by applicable Laws and in accordance with applicable Laws to support any claims for such amounts.

(a)

In the past five years, the Corporation has not received any Environmental Notice with respect to a matter which has not been remedied, corrected or cured and has not received any written claim or demand from any Person regarding breach or alleged breach of any Environmental Laws or costs of clean-up of any Environmental Hazardous Substance or any notice of any such claim or demand.

(b)

To the knowledge of the Shareholders, no Environmental Authorization will become void or voidable as a result of the completion of the transactions contemplated by this Agreement nor is any Consent or Authorization required in connection with the transactions contemplated by this Agreement in order to maintain any Environmental Authorization in full force and effect.

(c)

No order, direction or notice or other mandatory communication from a Government Authority related to compliance with Environmental Laws has been issued in respect of the Business, the Corporation Assets or any other property or assets used by the Corporation (including the Premises) which have not been complied with, nor has the Corporation been charged with or convicted of an offence for non-compliance with any applicable Environmental Laws.

(d)

The Corporation is not in default in filing any report or information with any Governmental Authority in respect of the Corporation Assets, the Premises or the Business as required pursuant to any applicable Environmental Laws.

(e)

Except as set out in Schedule 4.35, the Corporation has not caused or permitted any Environmental Release and there is no Environmental Release nor any presence of any Environmentally Hazardous Substance at, on, from or under the Premises or any other real property at the relevant time owned, operated, occupied or otherwise used by the Corporation, except in compliance with Environmental Laws in all material respects.

(f)

Except as set out in Schedule 4.35, no work or expenditure is required or planned in relation to the Business, the Corporation Assets, or any other property or assets used by the Corporation (including the Premises) to ensure compliance with applicable Environmental Laws, Environmental Authorizations or the terms of the applicable Real Property Lease.

(g)

Except as set out in Schedule 4.35, the Corporation does not have any environmental reports, surveys, assessments or investigations or budgeted work or expenditures concerning the Business, the Corporation Assets, and any other property or assets used by the Corporation (including the Premises) that relate to compliance with Environmental Laws or Environmental Authorizations.

(h)

The Corporation has not agreed to indemnify or hold harmless any Person for any material liability or material obligation arising under Environmental Laws that is reasonably likely to form the basis of any material claims against the Corporation.

(i)

The Corporation has not transported, removed or disposed of any Environmental Hazardous Substance to a location outside of Canada.

(a) 

Except for the Contracts described in Schedule 4.36 (the “Employee Material Contracts”) and the Employee Plans, the Corporation is not a party to, subject to, or affected by:  

(i)

any verbal employment Contract that is not terminable upon providing reasonable notice at common law;

(ii)

any Contract with a Person acting as an agent, independent contractor or dependent contractor providing services to the Corporation;

(iii)

any certification orders;

(iv)

any collective agreement; or

(v)

any policies, procedures, practices or programs, whether written or otherwise, that set out terms and conditions of employment or engagement.

(b) 

Schedule 4.36 includes a complete list of all Employees, agents, independent contractors, and other contractors of the Corporation. The list includes, to the extent applicable, each Person's: 

(i)

position or title with the Corporation;

(ii)

the current wage or salary or hourly rate of pay;

(iii)

the date upon which such Person was first hired or engaged;

(iv)

the Premises at which such Person is employed;

(v)

status with respect to leaves of absence, whether approved, pending approval, or unapproved; and

(vi)

annual vacation.

(b)

Except as set out in Schedule 4.36, no Employee is on a leave of absence or performing services pursuant to a work permit or similar authorization.

(c)

To the knowledge of the Shareholders, each Employee of the Corporation was authorized to work in Canada as of the date such individual’s employment with the Corporation commenced, and all employees of the Corporation are currently authorized to work in Canada. The Corporation has complied in all material respects with applicable Law regarding the verification of whether its employees are authorized to work in Canada and whether its independent contractors of the Business are authorized to provide services in Canada.

(d)

There are no ongoing union certification drives. There are no pending proceedings for certifying a union for the Corporation, and the Corporation is not unionized and does not have an employee association.

(e)

Except as set out in Schedule 4.36, no complaint, grievance, claim, proceeding, civil action, work order or investigation has been filed, made or commenced against the Corporation in respect of, concerning or affecting any of their Employees.

(f)

The Corporation has observed and complied with in all material respects the provisions of all applicable Laws respecting employment, including employment standards Laws as well as Laws relating to human rights, occupational health and safety, workplace safety and insurance, labour relations and pay equity.

(g)

Except as set out in Schedule 4.36, there are no actions, suits or proceedings, at law or in equity, by any Person (including the Corporation), nor any action, suit, investigation, arbitration, administrative proceeding or other proceeding by or before any Governmental Authority, pending, or to the knowledge of the Shareholders, threatened against or affecting the Corporation in respect of employment matters. To the knowledge of the Shareholders, no event has occurred or circumstance exists which would give rise to or serve as a valid basis for the commencement of any such action, suit, investigation, arbitration, administrative proceeding or other proceedings by or against the Corporation in respect of employment matters. The Corporation is not subject to any judgment, order or decree entered in any lawsuit or proceeding nor has the Corporation settled any claim prior to being sued or prosecuted in respect of employment matters.

(h)

Except as set out in Schedule 4.36, there are no outstanding decisions or settlements or pending settlements under any applicable employment Laws which place any obligation upon the Corporation to do or refrain from doing any act, or which place a financial obligation upon the Corporation.

(i)

The Corporation is not subject to any surcharge, penalty or other increase in premium (for which it has received written notice) under any applicable provincial or territorial workers' compensation scheme other than generic premium increases imposed by the relevant Government Authority from time to time.

(j)

All assessments which are due or overdue and payable under the Workers’ Compensation Act (Alberta) in relation to the Business have been paid and there are no outstanding assessments which are due or overdue and payable but unpaid.

(k)

No current Employee has provided notice of his or her intention to terminate his or her employment in connection with the transaction contemplated by this Agreement.

(l)

▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ are the only employees that are entitled to transaction bonuses.

(a) 

Schedule 4.37 sets out a true, correct and complete list and, where applicable, a description of all retirement, pension, supplemental pension, savings, retirement savings, retiring allowance, stock purchase, stock option, phantom stock, share appreciation rights, life insurance, medical, hospital, dental care, vision care, drug, sick leave, short term or long term disability, unemployment benefits, vacation, compensation or other similar employee benefit plan, program, arrangement, policy or practice whether written or oral, formal or informal, funded or unfunded, registered or unregistered, insured or self-insured that is maintained or otherwise contributed to, or required to be contributed to, by or on behalf of the Corporation for the benefit of current or former employees, directors, officers, shareholders, independent contractors or agents of the Corporation other than government mandated entitlements or government sponsored pension, employment insurance, workers compensation and health insurance plans (collectively, the “Employee Plan”). 

(b) 

The Employee Plan: 

(i) 

has been maintained and administered in material compliance with its terms and with the requirements of all applicable Laws; and 

(ii) 

is in good standing in respect of such requirements and Laws. 

(c) 

No promises or commitments have been made by the Corporation to amend the Employee Plan, to provide increased benefits or to establish any new benefit plan. 

(d) 

The transactions contemplated in this Agreement and in each of the Transaction Documents will not, alone or together with any additional or subsequent event, result in or require any payment or severance, or the acceleration, vesting or increase in benefits under any Employee Plan. 

(a)

has been collected, used or disclosed with the consent of each individual to which such Personal Information relates (if such consent was required under applicable Privacy Laws);

(b)

has been used only for the purposes for which the Personal Information was initially collected or for a subsequent purpose for which consent was subsequently obtained; or

(c)

has been collected, used or disclosed for a purpose in respect of which consent may, under applicable Privacy Laws, be implied.

(a) 

the Remora Promissory Notes, the Simmax Promissory Notes and the Viking Promissory Notes; 

(b) 

a promissory note in favour of ▇▇▇ ▇▇▇▇▇▇▇ in the principal amount of $180,000.00; 

(c) 

a promissory note in favour of Dal Bath in the principal amount of $80,000; 

(d) 

related party payable to Simmax in the amount of $851,754 to be fully satisfied on the Closing Date by the issuance of the New Simmax Notes;  

(e) 

a term loan in favour of TD Canada Trust in an amount not exceeding $1,722,222.20;  

(f) 

a line of credit extended by TD Canada Trust with a borrowing limit of up to $4,000,000; and 

(g) 

amounts owing under the TD Visa Business Cards issued by TD to or in respect of the Corporation under TD’s Ancillary Facilities arrangement 

(a) 

There are no warranties or guarantees given by the Corporation in respect of any of the Corporation’s products or equipment rented, sold, or services provided by it other than in the Ordinary Course.  

(b) 

To the knowledge of the Shareholders, there are no pending or threatened warranty claims against the Corporation that could be reasonably expected to have a Material Adverse Effect.  

(c) 

The Corporation is not subject to any Contract which would require it to adjust any price or grant any refund, discount or other concession to customers other than in the Ordinary Course.  

(d) 

The Corporation is not required to provide any letter of credit, bonds, or other financial security arrangements in connection with any transactions with its suppliers or customers except in connection with Ordinary Course project bids.  

(a) 

contains or will contain any material untrue statement of a fact; or 

(b) 

omits or will omit any material fact necessary in order to make the statements contained herein or therein not misleading. 

(a) 

The execution, delivery and performance by the Subscriber of this Agreement and each of the Transaction Documents to which it is a party: 

(i) 

have been duly authorized by all necessary corporate action on the part of the Subscriber; and 

(ii) 

do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of its constating documents, shareholders' agreements, by-laws or resolutions of its board of directors or shareholders. 

(a) 

The execution, delivery and performance by the Subscriber of this Agreement and each of the Transaction Documents to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance): 

(i)

result in a breach or a violation of, conflict with, or cause the termination or revocation of, any Authorization held by the Subscriber;

(ii)

result in a breach or a violation of, or conflict with, any judgement, judicial order or decree of any Governmental Authority; or

(iii)

result in a breach or a violation of, or conflict with, any Law applicable to the Subscriber.

(a) 

In the case of Remora, the representations and warranties and covenants contained in this Agreement, which for certainty include the representations and warranties given in Article 4, and in any other any certificate, affidavit, statutory declaration or other agreement or document delivered or given in order to carry out the transaction contemplated in this Agreement will survive the Closing and will continue in full force and effect until December 1, 2025. Claims arising from fraud shall survive indefinitely. Any claims asserted in good faith with reasonable specificity by written notice from the non-breaching Party to the breaching Party pursuant to the provisions of Article 10, prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the survival period and such claims shall survive until December 1, 2026 at which point Remora will be released from all indemnity obligations and liabilities related to such claims. 

(b) 

In the case of the other Parties to this Agreement, the representations and warranties contained in this Agreement and in any other any certificate, affidavit, statutory declaration or other agreement or document delivered or given in order to carry out the transaction contemplated in this Agreement will survive the Closing and will continue in full force and effect for a period of 24 months after the Closing Date and the indemnity in respect of Tax Liabilities will survive for a period of ninety (90) days after the relevant authorities shall no longer be entitled to assess liability against the Corporation for the applicable fiscal period(s), having regard, without limitation, to any waivers given by the Corporation in respect of any such taxation year. Notwithstanding the foregoing, claims for breaches of covenants and agreements to be performed after Closing shall survive in accordance with their respective terms until performance thereof. Claims arising from fraud shall survive indefinitely. Any claims asserted in good faith with reasonable specificity by written notice from the non-breaching Party to the breaching Party pursuant to the provisions of Article 10, prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the survival period and such claims shall survive until finally resolved, but only for the purposes of the resolution of the matter covered by such notice.  

(a) 

The Shareholders acknowledge that they are solely responsible for and shall satisfy: 

(i) 

any liability or claim by any Employee or prior employee based upon or arising out of his or her employment with the Corporation prior to the Closing Date, other than the obligations that the Subscriber has acknowledged to be the responsibility of the Corporation under Section 7.1; 

(ii) 

any obligation owing to any Employee or prior employee relating to any period prior to the Closing Date, other than the obligations that the Subscriber has acknowledged to be the responsibility of the Corporation under Section 7.1; and 

(iii) 

any liability or claim by any Employee or prior employee relating to or arising out of the conduct of the Shareholders prior to the Closing Date. 

(a) 

the Corporation shall deliver actual possession of the Shares to the Subscriber and the Subscriber shall pay or satisfy the Subscription Price in accordance with Section 2.2; 

(b) 

the Corporation shall deliver the payments and New Notes in accordance with Sections 2.4, 2.5 and 2.6; 

(c) 

Remora shall deliver the Remora Shares duly endorsed for transfer to the Subscriber; 

(d) 

the Subscriber shall deliver the Remora Closing Payment and the Remora LP Note to Remora; 

(e) 

Simmax shall deliver the Simmax Shares duly endorsed for transfer to the Subscriber; and  

(f) 

the Subscriber shall deliver the Simmax Note. 

(a) 

Truth of Representations and Warranties. The representations and warranties given by the Shareholders in this Agreement shall be true and correct as of the Closing Date, in all material respects with the same force and effect as if such representations and warranties had been made on and as of such date and each of the Shareholders shall have executed and delivered a certificate to that effect.  

(b) 

Performance of Covenants. The Shareholders and Corporation shall have fulfilled, performed or complied in all material respects with all covenants contained in this Agreement and in any Transaction Documents to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing. 

(c) 

Consents. All Required Consents shall have been obtained on terms acceptable to the Subscriber, acting reasonably. 

(d) 

No Legal Action. No action or proceeding shall be pending or threatened by any Person in any jurisdiction, to enjoin, restrict or prohibit: 

(i) 

any of the transactions contemplated by this Agreement or any of the Transaction Documents; 

(ii) 

the right of the Subscriber to acquire or own the Shares; or 

(iii) 

the right of the Corporation to operate the Business after Closing on substantially the same basis as currently operated. 

(e) 

Deliveries. The Shareholders and the Corporation, as applicable, shall have delivered or caused to be delivered to the Subscriber the following: 

(i) 

confirmation of receipt of the ▇▇▇▇ Payment from ▇▇▇▇ Lawyers LLP; 

(ii) 

copies of the Corporate Records for the Corporation; 

(iii) 

certified copies of (i) the articles, by-laws and other constating documents of the Corporation; and (ii) all necessary directors and the shareholders resolutions, corporate authorizations and proceedings of the Corporation and each of the Shareholders that are required in order to approve the completion of the transactions contemplated in this Agreement, including the issuance of the Shares to the Subscriber, repurchase and cancellation of the Remora Shares and Simmax Shares, cancellation of the Remora Promissory Notes and Simmax Promissory Notes, termination of the Shareholders’ Agreement, and authorizing the Corporation and the Shareholders to enter into this Agreement and each of the other Transaction Documents; 

(iv) 

a certificate of status, compliance, good standing or like certificate with respect to the Corporation issued by the appropriate Government Authority in their respective jurisdictions of incorporation; 

(v) 

all Required Consents set forth in Schedule 4.6, to be delivered at Closing or within a reasonable period of time following Closing; 

(vi) 

such share certificates, subscriptions, transfer, endorsements and registers as may be necessary to effectively issue and allot the Shares to the Subscriber in accordance with this Agreement and applicable Laws; 

(vii) 

a duly executed termination agreement in respect of the Shareholder Agreement, effective immediately prior to Closing and waiver of rights; 

(viii) 

duly executed resignations from each director of the Corporation; 

(ix) 

counterparts to the Non-Compete and Non-Solicitation Agreements, duly executed by each of the Shareholders and such other Persons as the Subscriber may reasonably request; 

(x) 

counterpart to the Post-Closing Shareholders’ Agreement, in a form satisfactory to the Subscriber, duly executed by Viking; 

(xi) 

counterparts to the Intercreditor Agreement, duly executed by each party thereto;  

(xii) 

confirmation that the Real Property Lease for the Premises located in Terrace, British Columbia, has been converted to a month-to-month lease or has otherwise been terminated on terms and conditions satisfactory to the Subscriber, acting reasonably;  

(xiii) 

confirmation from the landlord of the Premises located in Edmonton, Alberta, of the ongoing monthly rental obligations for the remainder of the terms of the Real Property Lease;  

(xiv) 

cancelled Remora Promissory Notes; 

(xv) 

cancelled Simmax Promissory Notes; 

(xvi) 

cancelled Viking Promissory Notes; 

(xvii) 

duly executed Remora Releases; 

(xviii) 

duly executed Simmax Releases; 

(xix) 

duly executed Viking Releases; 

(xx) 

the Employee Bonus Release, duly executed by ▇▇▇ ▇▇▇▇▇▇▇ to whom bonuses may be currently due and owing, or will become due and owing in the current or future financial years of the Corporation; 

(xxi) 

the Books and Records;  

(xxii) 

evidence of the termination of any and all Viking Ozone Technology, LLC related contracts, including, but not limited to, two distribution agreements and one licensing agreement; and 

(xxiii) 

all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Subscriber acting reasonably, are necessary to effect and evidence the transactions contemplated herein. 

(a) 

Truth of Representations and Warranties. The representations and warranties of the Subscriber contained in this Agreement shall be true and correct as of the Closing Date, in all material respects. 

(b) 

Performance of Covenants. The Subscriber shall have fulfilled, performed or complied in all material respects with all covenants contained in this Agreement and in any Transaction Documents to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing. 

(c) 

No Legal Action. No action or proceeding shall be pending or to the knowledge of the Subscriber threatened by any Person in any jurisdiction to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement or any of the Transaction Documents. 

(d) 

Deliveries. The Subscriber shall have delivered or caused to be delivered to the Corporation and/or the Shareholders the following: 

(i) 

the Subscription Payment; 

(ii) 

the Remora Closing Payment; 

(iii) 

certified copies of the resolutions of the board of directors of the Subscriber approving the entering into and completion of the transactions contemplated by this Agreement and the Transaction Documents;  

(iv) 

the New Remora Notes, the New Simmax Notes and the New Viking Notes; 

(v) 

a duly executed Intercreditor Agreement, executed by the Corporation and the Subscriber; 

(vi) 

the Guarantees, duly executed by the Subscriber; 

(vii) 

counterpart to the Post-Closing Shareholders’ Agreement, duly executed by the Subscriber;  

(viii) 

duly executed Remora Releases; 

(ix) 

duly executed Simmax Releases; 

(x) 

duly executed Viking Releases;  

(xi) 

the TD Release or an undertaking of the Corporation and Subscriber, in form and substance acceptable to the Shareholders, regarding the delivery of same post-Closing together with an indemnity agreement in favour of Simmax and Viking and their respective Affiliates; and 

(xii) 

all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Shareholders acting reasonably, are necessary to effect and evidence the transactions contemplated herein. 

(a) 

Subject to Section 6.7, Section 10.1(c) and 10.5, Viking agrees to jointly and severally indemnify, defend and hold harmless the Subscriber, the Corporation and their respective Affiliates (collectively, the “Subscriber Indemnified Persons”), from and against any loss, liability, obligation, claim, damages, fines and other penalties, costs, charges or expenses (including reasonable costs of investigation and defence and all reasonable legal fees and other professional fees) (collectively, “Damages”), suffered by, imposed upon or asserted against, the Subscriber Indemnified Persons as a result of, in respect of, connected with, or arising out of and on the basis noted below: 

(i) 

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Shareholders (or any one of them) in this Agreement or any other agreement or document including, but not limited to, the Transaction Documents, delivered or given by them in order to carry out the transaction; or 

(ii) 

any breach or non-performance of any material covenant, condition, agreement, or obligation on the part of the Shareholders (or any one of them) contained in this Agreement or any other agreement or document including, but not limited to, the Transaction Documents, delivered or given by them in order to carry out the transaction;  

(iii) 

any and all Tax Liabilities arising with respect to the Corporation’s taxation years or periods that end or are deemed to have ended prior to or as a result of: (a) the transaction contemplated by this Agreement; and (b) any transactions or events that occur prior to the Closing (including, for greater certainty, any and all Tax Liabilities which become liabilities or obligations of the Subscriber or any of its Affiliates or any successor Person by one or more windings-up, amalgamations or other reorganizations);  

(iv) 

all claims and costs associated with respect to any claim by any Employee with respect to the matters set out in Section 7.2;  

(v) 

any settlement or judgment amounts payable in respect of litigation claims addressed by Section 4.4 which do not relate to, or include as a cause of action, the non-payment of the Corporation’s accounts or the collection thereof; 

(vi) 

compliance with an Environmental Law Order or the exercise of a contractual right under a Real Property Lease requiring the remediation of an Environmental Release at, on or under any of the Premises, but only to the extent such Environmental Release is identified in an independent expert assessment as relating to the period prior to Closing;  

(vii) 

restoration of the Premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Port Coquitlam Premises”) in accordance with the terms of the Real Property Lease in respect thereof; provided that (a) the $250,000 tenant improvement allowance available in respect of the Port Coquitlam Premises shall be directed to such restoration work and for no other purpose; and (b) all costs associated with the restoration of post-Closing alterations, renovations or other modifications to the Port Coquitlam Premises shall be excluded from the value of any such claim; or 

(viii) 

matters pertaining directly to ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ employment with the Corporation, including, without limitation, the circumstances surrounding his resignation or termination of employment, provided that (a) Viking, Remora and Simmax shall handle all communications with ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or his advisors, with input from the Corporation as required, (b) this Section 10.1(a)(viii) shall not apply to in-house costs incurred by the Subscriber Indemnified Persons, and (c) any Damages arising out of this Section 10.1(a)(viii) shall not be subject to the Basket set out in Section 10.5(a). 

(b) 

Subject to Section 6.7, Section 10.1(c) and 10.5, each of Remora and Simmax agrees to severally indemnify, defend and hold harmless the Subscriber Indemnified Persons from and against any Damages, suffered by, imposed upon or asserted against, the Subscriber Indemnified Persons as a result of, in respect of, connected with, or arising out of and on the basis noted below: 

(i) 

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Shareholders in this Agreement or any other agreement or document including, but not limited to, the Transaction Documents, delivered or given by them in order to carry out the transaction; or 

(ii) 

any breach or non-performance of any material covenant, condition, agreement, or obligation on the part of the Shareholders contained in this Agreement or any other agreement or document delivered by them in order to carry out the transaction;  

(iii) 

any and all Tax Liabilities arising with respect to the Corporation’s taxation years or periods that end or are deemed to have ended prior to or as a result of: (a) the transaction contemplated by this Agreement; and (b) any transactions or events that occur prior to the Closing (including, for greater certainty, any and all Tax Liabilities which become liabilities or obligations of the Subscriber or any of its Affiliates or any successor Person by one or more windings-up, amalgamations or other reorganizations);  

(iv) 

all claims and costs associated with respect to any claim by any Employee with respect to the matters set out in Section 7.2; or 

(v) 

matters pertaining directly to ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ employment with the Corporation, including, without limitation, the circumstances surrounding his resignation or termination of employment, provided that (a) Viking, Remora and Simmax shall handle all communications with ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or his advisors, with input from the Corporation as required, (b) this Section 10.1(b)(v) shall not apply to in-house costs incurred by the Subscriber Indemnified Persons, and (c) any Damages arising out of this Section 10.1(b)(v) shall not be subject to the Basket set out in Section 10.5(a). 

(c) 

Each of the Shareholders agrees to severally (and not jointly) indemnify, defend and hold harmless the Subscriber Indemnified Persons from and against any and all losses suffered or incurred by any of them, directly or indirectly, as a result of, in respect of or arising out of any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by such Shareholder in Sections 3.1 to and including 3.5. 

(a) 

The Subscriber agrees to indemnify and hold the Shareholders harmless and be liable to the Shareholders with respect to all losses to which the Shareholders may be put or suffer by or as a direct or indirect result of or arising out of or in connection with the following: 

(i) 

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Subscriber in this Agreement or any other agreement or document including, but not limited to, the Transaction Documents, delivered or given by them in order to carry out the transaction;  

(ii) 

any breach or non-performance of any material covenant, condition, agreement, or obligation on the part of the contained in this Agreement or any other agreement or document delivered by it in order to carry out the transaction; or 

(iii) 

any claim by any Person for brokerage or finder's fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by such Person with the Subscriber (or any Person acting on its behalf) in connection with any of the transactions contemplated in this Agreement. 

(a) 

In the case of any indemnity claims (in this Section, “Claims”) made by a third party with respect to which any Party is entitled to seek indemnification pursuant to this Agreement, and indemnification is sought by either the Subscriber or the Shareholders, the Party seeking indemnification (in this Section, the “Indemnified Party”) shall give prompt notice, and in any event within forty-five (45) days, to the Subscriber or the Shareholders, as the case may be, (in this Section, the “Indemnifying Parties”) of any such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced if and to the extent only that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense and provided that no claim for indemnity in respect of the breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 6.5. 

(b) 

The Indemnifying Parties shall have the right, by notice to the Indemnified Party given not later than thirty (30) days after receipt of the notice described in Section 10.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that (i) such assumption shall, by its terms, be without cost to the Indemnified Party; (ii) the Indemnifying Parties acknowledge in writing their obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim; (iii) the Indemnifying Parties shall first deliver to the Indemnified Party their written consent to be joined as a party to any action or proceeding related thereto; and (iv) the Indemnifying Parties shall, at the Indemnified Party’s request, furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defence, compromise or settlement. 

(c) 

Upon the assumption of control of any Claim by the Indemnifying Parties as set out in Section 10.3(b), the Indemnifying Parties shall diligently proceed with the defence, compromise or settlement of the Claim at their sole expense, including if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Parties, to make available to the Indemnifying Parties all pertinent information and witnesses under the Indemnified Party’s control and take such other steps as in the opinion of counsel for the Indemnifying Parties are reasonably necessary to enable the Indemnifying Parties to conduct such defence, provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Parties for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any Claim at its own expense. 

(d) 

The final determination of any Claim made pursuant to this Section 10.3, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Claim against the Indemnifying Party. 

(e) 

If the Indemnifying Parties do not assume control of a Claim as permitted in Section 10.3(b), the Indemnified Party shall be entitled to make such settlement of the Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claim shall be binding upon the Indemnifying Parties. 

(a) 

Subject to Sections 10.1(a)(viii) and 10.1(b)(v), no party subject to indemnification obligations hereunder (an “Indemnifying Party”) shall be liable to an indemnified party (an “Indemnified Party”) for indemnification under Section 10.1 or Section 10.2, as the case may be, until the total Damages in respect of any and all indemnification claims to which such party is entitled thereunder exceeds $100,000 in the aggregate (the “Basket”), after such time the Indemnifying Party shall be liable for all Damages and not only the Damages exceeding the Basket. Except in the event of fraud, which shall remain unlimited by this provision, the Shareholders shall not be liable for Damages under this Article 10 or any other Transaction Document in excess of:  

(i) 

in the case of Remora and Remora GP, any and all amounts paid or payable to Remora or Remora GP pursuant to Section 2.4(a) of this Agreement; 

(ii) 

in the case of Simmax and its Affiliates, any and all amounts paid or payable to Simmax or its Affiliates pursuant to Section 2.5(a) of this Agreement; and 

(iii) 

in the case of Viking and its Affiliates, any and all amounts paid or payable under this Agreement and the value of all consideration paid or payable to Viking pursuant to the Post-Closing Shareholders’ Agreement, whether such consideration is cash or otherwise. 

(b) 

In no event shall any Indemnifying Party be liable to any Indemnified Party for any: (i) punitive, exemplary, incidental, consequential or special damages except in the event of fraud; or (ii) indirect damages, including indirect damages for loss of future revenue or income, loss of business reputation or opportunity, relating to the breach or alleged breach of this Agreement.  

(c) 

For the purpose of this Article 10, any claim for Damages that is subject to indemnification hereunder shall be determined net of any insurance proceeds or taxes recovered or recoverable by the Indemnified Party.  

(a)

to the Corporation at:

(b)

to the Subscriber at:

(c)

to the Shareholders at:

(a) 

This Agreement will become effective when executed by the Parties and thereafter will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. 

(b) 

Neither this Agreement nor any of the rights, duties or obligations under this Agreement are assignable or transferable by a Party without the prior written consent of the other Parties. Any attempt to assign any of the rights, duties or obligations in this Agreement without such prior written consent is void. 

T&T POWER GROUP INC.     

Per:

Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇

Title: Authorized Signatory

▇▇▇▇▇▇-▇▇▇▇▇▇▇ LTD.     

Per:

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signatory

VIKING ENERGY GROUP, INC.     

Per:

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signatory

REMORA EQ LP  By its managing partner, Remora EQ General Partner Inc.     

Per:

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signatory

SIMMAX CORP.     

Per:

Name: ▇▇▇▇ ▇▇▇▇▇▇

Title: Authorized Signatory