FUTURE PAK, LLC and CB BIOTECHNOLOGY, LLC and THERATECHNOLOGIES INC. ARRANGEMENT AGREEMENT JULY 2, 2025

ARTICLE 1 INTERPRETATION

Section 1.1

Section 1.2

ARTICLE 2 THE ARRANGEMENT

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

Section 2.7

Section 2.8

Section 2.9

Section 2.10

Section 2.11

Section 2.12

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1

Section 3.2

ARTICLE 4 COVENANTS

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

Section 4.10

Section 4.11

Section 4.12

Section 4.13

Section 4.14

Section 4.15

Section 4.16

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

ARTICLE 6 CONDITIONS

Section 6.1

Mutual Conditions Precedent

Section 6.2

Additional Conditions Precedent to the Obligations of the Purchaser

Section 6.3

Additional Conditions Precedent to the Obligations of the Company

Section 6.4

Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

Section 7.1

Term

Section 7.2

Termination

Section 7.3

Effect of Termination/Survival

ARTICLE 8 GENERAL PROVISIONS

Section 8.1

Amendments

Section 8.2

Termination Fees

Section 8.3

Acknowledgement

Section 8.4

Expenses

Section 8.5

Notices

Section 8.6

Time of the Essence

Section 8.7

Further Assurances

Section 8.8

Specific Performance

Section 8.9

Third Party Beneficiaries

Section 8.10

Waiver

Section 8.11

Entire Agreement

Section 8.12

Successors and Assigns

Section 8.13

Severability

Section 8.14

Governing Law

Section 8.15

Rules of Construction

Section 8.16

No Liability

Section 8.17

Privacy Covenant

Section 8.18

Counterparts

Section 8.19

Language

Section 8.20

Debt Financing Sources

Schedule A

Plan of Arrangement

Schedule B

Arrangement Resolution

Schedule C

Representations and Warranties of the Company

Schedule D

Representations and Warranties of the Purchaser and the Parent

Schedule E

Form of D&O Support and Voting Agreement

Schedule F

Form of Contingent Value Rights Agreement

any change, development, event, occurrence, effect, state of facts or circumstance generally affecting the industries or segments in the United States or Canada in which the Company and/or its Subsidiaries operate or carry on their business;

any change or development in (i) currency exchange, interest or inflationary rates, (ii) general economic, business, regulatory, political or market conditions, including, without limitation, the imposition or adjustment of trade barriers, tariffs, charges, levies, import or export duties or similar economic measures in the industry in which Company operates, or (iii) financial, securities or capital markets in Canada, the United States or in global financial or capital markets;

any hurricane, flood, tornado, earthquake or other natural disaster, man-made disaster, superior force (as defined in the Civil Code of Québec) or any worsening thereof;

any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or any worsening thereof;

commencement or continuation of a war (whether or not declared), armed hostilities, including the escalation or worsening thereof, or acts of crime or terrorism;

any change in Law or IFRS or changes in regulatory accounting or Tax requirements, or in the interpretation, application or non-application of the foregoing by any Governmental Entity;

any action taken (or omitted to be taken) by the Company or any of its Subsidiaries that is required to be taken (or prohibited to be taken) or that is taken (or omitted to be taken) with the prior written consent of the Purchaser or the Parent pursuant to this Agreement;

any change in the market price or any change in the trading volume of any securities of the Company, or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade, or any changes in any analysts recommendation or ratings with respect to the Company;

the identity of, or any facts or circumstances relating to the Parent, the Purchaser or their respective affiliates;

any matter which has been disclosed by the Company in the Company Disclosure Letter prior to the date of this Agreement;

the failure by the Company to meet any internal forecasts, projections or earnings guidance or expectations, or any external forecasts, projections or earnings guidance or expectations provided or publicly released by the Company or equity analysts; or

the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement, including (i) any steps taken pursuant to Section 4.4, (ii) any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with any Governmental Entity or any of their current or prospective employees, customers, Securityholders, financing sources, vendors, distributors, counterparties, insurance underwriters, suppliers or partners, (iii) any change of control, retention, severance or bonus payments owing to any of the Employees, and (iv) any amendment to any Employee Plan completed in connection with the Arrangement;

Subsidiaries operate, such effect may be taken into account in determining whether a Material Adverse Effect has occurred (in which case only the incremental disproportionate adverse effect may be taken into account in determining whether there has occurred a Material Adverse Effect). References in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred.

under which the Company or any of its Subsidiaries has received payment in excess of $250,000 during the fiscal year ended November 30, 2024, or expects to receive in excess of $250,000 during the fiscal year ending November 30, 2025;

under which the Company or any of its Subsidiaries has made payments in excess of $250,000 during the fiscal year ended November 30, 2024, or is obligated to make payment in excess of $250,000 in any twelve (12) month period, other than with respect to Company Leased Properties;

relating to (i) the Existing Credit Facilities or any other Indebtedness (currently outstanding or which may become outstanding) of the Company or any of its Subsidiaries, (ii) the guarantee of any liabilities or obligations of a Person other than the Company or any of its Subsidiaries, in each case excluding guarantees or intercompany liabilities or obligations between two or more Persons each of whom is a Subsidiary of the Company or between the Company and one or more Persons each of whom is a Subsidiary of the Company, or (iii) any Swap;

providing for the purchase, sale or exchange of, or option to purchase, sell or exchange (including any put, call or similar right), any property or asset where the unpaid purchase or sale price or agreed value of such property or asset exceeds $250,000 during the remaining life of the Contract;

that limits or restricts in any material respect the ability of the Company or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area;

that contains any non-compete or exclusivity provisions with respect to the main line of business in which the Company or any of its Subsidiaries is currently engaged;

that contains a right of first refusal, first offer or similar preferential right to purchase or acquire any right, asset or property of the Company and its Subsidiaries;

that relates to the acquisition or disposition of any business, product line, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) other than acquisitions of inventory or supplies in the OrdinaryCourse;

with the Material Customer;

with a Material Supplier;

that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

that obligates the Company or any of its Subsidiaries to make any capital investment or capital expenditure in excess of $250,000 during the remaining life of the Contract;

providing for any termination, severance, retention, transaction or change in control payments in respect of any Employee, officer, director, consultant, agent, or other individual service provider of the Company or any of its Subsidiaries in excess of $250,000 for any one Person;

in excess of $250,000 with any Person with whom the Company or any of its Subsidiaries does not deal at arm’s length other than (i) with a Subsidiary or (ii) with the Company;

involving the settlement of any lawsuit in excess of $250,000 with respect to which (i) there is any material unpaid amount owing by, or other material remaining obligation of, the Company or any of its Subsidiaries; or (ii) material conditions precedent to the settlement thereof have not been satisfied;

pursuant to which the Company or any Subsidiary is granted any license, covenant-not-to-assert or other right (including any assignment or right to receive royalties or other payments) with respect to any Intellectual Property;

granting any third party any license, covenant-not-to-assert or other right (including any assignment or any right to receive royalties or other payments) with respect to any Intellectual Property outside of the Ordinary Course;

that relates to any Research Program (including the generation or collection of data from any Research Program) that has reached a Phase I clinical trial stage; or

agreements pursuant to which the Company or any Subsidiary settled any action, litigation, suit or other judicial or administrative proceeding, claim, assertion, or threat with respect to Intellectual Property, including settlement agreements, coexistence agreements, and consent agreements.

Liens for Taxes which are not due or delinquent or which are the subject of a Permitted Contest;

Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that adequate reserves are being maintained on the books of the Company as required by IFRS;

municipal by-laws, regulations, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property in each case, that do not, individually or in the aggregate, materially or adversely impact the current use of such affected property, or the leases or subleases of such real property in the ordinary course of business;

the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant or permit of the Company or any of its Subsidiaries, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

any reservations, exceptions, limitations, provisos and conditions contained in the original Crown grant or patent;

any encroachments by any structure located on the Company Assets onto any adjoining lands provided that such encroachments do not have a Material Adverse Effect;

Liens arising under conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course;

statutory landlords’ liens granted to landlords under any Company Leased Properties;

any Liens granted under, in connection with, or permitted by, any credit, loan or other financing Contracts that have been disclosed in the Company Disclosure Letter, including the Existing Credit Facilities;

Liens encumbering a landlord’s interest of the real property underlying a Company Leased Property in each case, that do not, individually or in the aggregate, materially or adversely impact the current use of the affected property by the applicable tenant in the ordinary course of business;

such other imperfections of title or Liens as do not, in each case or in the aggregate, materially affect the use of the properties or assets subject thereto or affected thereby, materially detract from the value of or properties or assets subject thereto or affected thereby, or otherwise materially impair business operations at such properties; or

any Liens disclosed in Section 1.1 of the Company Disclosure Letter.

complies with applicable Securities Laws and did not result from a breach of Article 5 in any material respect;

the Board determines in good faith, after consultation with its financial advisors and outside legal counsel and upon recommendation of the Special Committee, is reasonably capable of being completed, taking into account, all financial, legal, regulatory and other aspects of such proposal;

is not subject to any financing condition;

is not subject to any due diligence or access condition; and

the Board (or any relevant committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to the Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)).

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

Currency. All references to dollars or to $ are references to U.S. dollars, unless specified otherwise.

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

Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The terms “made available” or “provided” on Schedule C means copies of the subject materials were included in the Data Room.

Capitalized Terms. All capitalized terms used in any Schedule or in the Company Disclosure Letter have the meanings ascribed to them in this Agreement.

Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company or its Subsidiaries, it is deemed to refer to the actual knowledge of Senior Management in their respective capacity as officers of the Company and not in their personal capacity, after making reasonable inquiries of such Persons (that are direct reports) as they reasonably consider necessary as to the matters that are the subject of the representations and warranties.

Accounting Terms. Except as otherwise specifically provided for in this Agreement, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.

Statutory References. Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, restated, supplemented, novated, re-enacted or replaced and includes all schedules, annexes, appendices and other attachments to it.

Agreement References. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated or replaced and any reference in a Contract, including this Agreement, shall mean such agreement or contract, as the same may be amended, renewed, supplemented, extended, novated and/or restated from time to time in accordance with its terms, and includes all schedules, annexes, appendices and other attachments to it.

Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

Time References. References to time are to local time, Montreal, Québec.

Subsidiary Covenants and Agreements. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Company, the Parent or the Purchaser, as applicable, each such provision shall be construed as a covenant by the Company, the Parent or the Purchaser, as applicable, to cause such Subsidiary to perform the required action or refrain from taking such action.

Affiliates and Subsidiaries. For the purpose of this Agreement, a Person is an “affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person. A “Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary. A Person is considered to “control” another Person if: (i) the first Person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation; (ii) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership; or (iii) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person.

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

for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be (i) the favourable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the holders of Shares present in person or represented by proxy at the Meeting and (ii) if required, the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Shares present in person or represented by proxy at the Meeting (excluding for the purposes of clause (ii), votes attached to Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101);

that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting;

for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting and who remain registered Shareholders prior to the deadline for exercising Dissent Rights, as contemplated in the Plan of Arrangement;

for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court and without the necessity of first convening the Meeting or obtaining any vote of the Shareholders and that notice of any such adjournment(s) or postponement(s) shall be given by such method as the Board may determine is appropriate in the circumstances;

confirmation of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order;

that the record date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law; and

for such other matters as may be reasonably required or requested by the Purchaser or the Company, subject to obtaining the prior consent of the Parties, such consent not to be unreasonably withheld, conditioned or delayed.

in consultation with the Purchaser, fix and publish a record date for the purposes of determining Shareholders entitled to receive notice of an vote at the Meeting;

convene and conduct the Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable after the date hereof, and in any event on or before October 2, 2025, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, except:

in the case of an adjournment, as required for quorum purposes;

as required or permitted under Section 5.4(5);

as required by Law or by a Governmental Entity; or

for adjournments or postponements for not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution (it being understood that the Company may not postpone or adjourn the Meeting more than once pursuant to this clause (d) without the Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed).

use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using proxy solicitation services firms reasonably acceptable to and at the expense of the Purchaser, to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, provided that, the Company shall not be required to continue to solicit proxies from the Shareholders in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.3(2)(3), if a Change in Recommendation has been made in accordance with this Agreement;

provide the Purchaser with copies of, or access to, all material information regarding the Meeting generated by the Company’s transfer agent or any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;

give notice to the Purchaser of the Meeting and allow the Purchaser’s Representatives and outside legal counsel to attend the Meeting;

advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by the Company in respect of the Arrangement Resolution;

as promptly as reasonably practicable (and in any event within forty-eight (48) hours of receipt) advise the Purchaser of any material written communication received from, or claims brought by, any Person in opposition to the Arrangement or relating to the purported exercise or withdrawal of Dissent Rights by Shareholders (other than non-substantive communications), and subject to Law, shall provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any subsequent discussions, negotiations or Proceedings with, relating to or including any such Shareholder or such claims;

not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any claims described in the immediately preceding clause (7), including any exercise or purported exercise of Dissent Rights, in each case, without the prior written consent of the Purchaser;

not change the record date for Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the Interim Order, or the Purchaser’s written consent is provided; and

at the reasonable request of the Purchaser from time to time, (i) provide the Purchaser with a list (in both written and electronic form) of (A) the registered Shareholders, together with their addresses and respective holdings of Shares, (B) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Shares (including holders of Incentive Securities), and (C) participants and book-based nominee registrants such as CDS & Co, CEDE & Co, and DTC, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, and (ii) require that its transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and list of securities positions and other assistance as the Purchaser may reasonably request.

Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall, (i) as promptly as reasonably practicable after the date of this Agreement, prepare and complete the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and (ii), as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Shareholder and other Persons as required by the Interim Order and Law. Notwithstanding anything to the contrary stated above, prior to filing the filings referred to above (or, in each case, any amendment or supplement thereto) or responding to any comments of the Securities Authorities with respect thereto, the party responsible for filing such document shall consult with the other party and provide the other party an opportunity to review and comment on such document or response. The Company shall cause the Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Shareholder and other Persons as required by the Interim Order and Law.

On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any information with respect to the Purchaser and the Parent or their respective affiliates that is furnished by or on behalf of the Purchaser or the Parent or their affiliates for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial advisor and outside legal counsel, unanimously recommended that the Board approve the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution, (c) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial advisor and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously

The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser or the Parent and its outside legal counsel, and agrees that all information relating solely to the Purchaser or the Parent that is furnished in writing by or on behalf of the Purchaser or the Parent for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably.

The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents and shall ensure that such information does not contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by or on behalf of the Purchaser, the Parent or any of their affiliates for inclusion or incorporation by reference in the Circular.

The Purchaser hereby indemnifies and saves harmless the Company, its Subsidiaries and their respective Representatives (and for the purposes hereof, the Purchaser acknowledges and agrees that the Company is contracting as agent and trustee for and on behalf of such Subsidiaries and Representatives) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary of the Company or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular or other related documents that was provided by the Purchaser and its Representatives in writing for inclusion in the Circular or other related documents, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

Each Party shall promptly notify the other Parties if it becomes aware that the Circular or any related document contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

If the Interim Order is obtained and the Arrangement Resolution is approved at the Meeting in accordance with the terms of the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Chapter XVI – Division II of the QBCA as soon as reasonably practicable following approval of the Arrangement Resolution at the Meeting.

The Purchaser and the Parent shall cooperate with and assist the Company in, and consent to the Company, seeking and diligently pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser or the Parent as reasonably requested by the Company or as required by Law to be supplied by the Purchaser or the Parent in connection therewith.

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, in each case subject to applicable Law, the Company shall:

diligently pursue, and the Parties shall cooperate with each other in diligently pursuing, the Interim Order and the Final Order;

provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with, or submitted to, the Court or the Enterprise Registrar in connection with the Arrangement, including drafts of the applications for the Interim Order and the Final Order, affidavits, Interim Order and Final Order, and give reasonable consideration to all such comments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser, its affiliates or the Debt Financing Sources, as applicable, included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;

provide to the Purchaser and its outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them;

ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;

oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;

if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, only do so after notice to, and in consultation and cooperation with, the Purchaser;

not unreasonably object to the outside legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser provides copies to the Company of any notice of appearance, applications or other documents supporting such submissions with sufficient time prior to the hearing and same are satisfactory to the Company, acting reasonably, and such submissions are consistent with this Agreement and the Plan of Arrangement; and

not, unless required to do so under Law (in which case a copy will be provided to the Purchaser, to the extent permitted by Law), file any materials with, or make any submissions to, the Court, the Autorité des marchés financiers under the QBCA or the Enterprise Registrar in connection with the Arrangement or serve any such material, or modify or amend, or agree to modify or amend, any materials so filed or served, except as contemplated by this Agreement (including, for greater certainty, Section 2.6(2)(b)) or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement, the Arrangement or the D&O Support and Voting Agreements.

The Parties acknowledge that the Exchangeable Subscription Receipts, Warrants and Incentive Securities shall be treated in accordance with the provisions of the Plan of Arrangement.

Promptly after the Effective Time (but in any event, no later than five (5) Business Days following the Closing), the Purchaser shall cause the Company to pay to the former holders of Incentive Securities, through the payroll systems of the Company, all amounts required to be paid to the holders of Incentive Securities in accordance with the Plan of Arrangement (the “Incentive Securities Consideration”), less any Tax withholding required under Section 2.10, in respect of such Incentive Securities. The Purchaser shall also cause the Company to remit any Taxes withheld under Section 2.10 and any other payroll Taxes payable, in each case, in respect of such Incentive Securities, to the appropriate Governmental Entities and within the time limits permitted by applicable Laws.

The Parties acknowledge that, in respect of any Incentive Securities Consideration paid to a holder of Options in respect of the Options pursuant to the Plan of Arrangement who is a resident of Canada or who is employed in Canada (both within the meaning of the Tax Act): (a) the Company shall (i) where applicable, make an election pursuant to subsection 110(1.1) of the Tax Act and any applicable corresponding provincial Tax legislation, and (ii) provide evidence in writing of such elections to such holders of Options, in the form(s) prescribed in respect of the Tax Act it being understood that holders of Options will be entitled to claim any deductions available to such Persons pursuant to paragraph 110(1)(d) of the Tax Act and any applicable corresponding provincial Tax legislation in respect of the calculation of any benefit arising from the surrender of such Options and that the Company will deduct and withhold Taxes in accordance with the Tax Act and any applicable provincial Tax legislation on that basis, and (b) no deduction will be claimed in respect of any such payments in respect of which such an election is made in computing the income of the Company or of any person not dealing at arm’s length with the Company under the Tax Act and any applicable provincial Tax legislation.

The Articles of Arrangement shall include and implement the Plan of Arrangement.

The closing of the Arrangement (the “Closing”), including the filing of the Articles of Arrangement with the Enterprise Registrar, shall occur as soon as reasonably practicable (and in any event not later than seven (7) Business Days) after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions as of the Effective Time), unless another time or date is agreed to in writing by the Parties.

From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the QBCA. The Closing will take place (i) by remote communication and by the exchange of documents by electronic transmission or (ii) or such other location as may be agreed upon by the Parties.

Following receipt by the Purchaser of (a) the Final Order and (b) confirmation of the filing in escrow of the Articles of Arrangement with the appropriate regulator in accordance with Section 2.8(2), the Purchaser shall deposit, or cause to be deposited, into escrow with the Depositary or such other Person as mutually agreed to by the Company, the Purchaser and the Incremental Lenders each acting reasonably (the terms and conditions of such escrow to (x) provide that if the Arrangement is not completed in accordance with the terms hereof on or prior to a date and time to be agreed, return to the Incremental Lenders any funds deposited by the Incremental Lenders with the Depositary (or such other Person as mutually agreed to by the Company, the Purchaser and the Incremental Lenders each acting reasonably) and (y) otherwise be satisfactory to the each of the Incremental Lenders, the Company and the Purchaser, each acting reasonably) sufficient funds to satisfy the aggregate (i) Cash Consideration payable to the Shareholders and to the holder of Exchangeable Subscription Receipts pursuant to the Plan of Arrangement (other than with respect to Shareholders exercising Dissent Rights as provided in the Plan of Arrangement), (ii) Warrant Consideration and the Incentive Securities Consideration (including any payroll Taxes in respect thereof in the case of the latter), (iii) payments made by the Company to its Employees as contemplated in Schedule 3.1(32)(c) and Schedule 3.1(33)(c) in the amounts set forth on Schedule 3.1(32)(c) and Schedule 3.1(33)(c) of the Company Disclosure Letter, (iv) advisory fees and transaction expenses in connection with this Agreement and the Arrangement and (v) the Credit Facilities Termination (the amounts described in the foregoing clauses (i) -(v), the “Closing Funds”). Following confirmation by the Depositary (or such other Person as mutually agreed to by the Company, the Purchaser and the Incremental Lenders, each acting reasonably) of all Closing Funds, the Company shall instruct the appropriate regulator with whom the Articles of Arrangement have been filed to issue the filed Articles of Arrangement. Upon receipt by the Purchaser of the filed Articles of Arrangement, the Depositary (or such other Person as mutually agreed to by the Company, the Purchaser and the Incremental Lenders each acting reasonably) will disburse the Closing Funds to (A) pay the Cash Consideration payable to the Shareholders and holders of Exchangeable Subscription Receipts, (B) the Company to be used by the Company to (1) satisfy the Warrant Consideration and the Incentive Securities Consideration (including all payroll Taxes thereof), (2) make payments to its Employees as contemplated in Schedule 3.1(32)(c) and Schedule 3.1(33)(c) in the amounts set forth on Schedule 3.1(32)(c) and Schedule 3.1(33)(c) of the Company Disclosure Letter, and (3) to pay advisory fees and transaction expenses at Closing, and (C) repay the Company’s existing lenders pursuant to the Payoff Letters to effect the Credit Facilities Termination.

Notwithstanding anything to the contrary in this Agreement or the Plan of Arrangement, each of the Purchaser, the Parent, the Company, the Depositary or any other Person that makes a payment hereunder shall be entitled to deduct or withhold any amount otherwise payable under this Agreement and the Plan of Arrangement (including any amounts payable to Shareholders exercising Dissent Rights or to former Shareholders or former holders of Exchangeable Subscription Receipts, Warrants or Incentive Securities) to any Person, such amounts as it is directed to deduct and withhold or is required to deduct and withhold with respect to such payment under the Tax Act, the Code, or any provision of any Law and remit such deduction and withholding amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted and withheld and remitted to the appropriate Governmental Entity, such deducted and withheld amounts shall be treated for all purposes of this Agreement and the Arrangement as having been paid to such Person, in respect of which such deduction and withholding and remittance was made. As at the date hereof, the Purchaser acknowledges that it does not intend, based on current Canadian tax Law, to deduct or withhold any amount of Canadian Taxes in respect of amounts payable pursuant to the Contingent Value Rights Agreement.

If, on or after the date of this Agreement, the Company sets a record date for any dividend or other distribution on the Shares that is prior to the Effective Date, then the Consideration to be paid per Share shall be reduced on a dollar-for-dollar basis to provide to Shareholders, as applicable, the same economic effect, and so that the aggregate economic cost to the Purchaser, taking into account any reduction in cash or other assets of the Company or its Subsidiaries as a result thereof, is the same, in each case, as contemplated by this Agreement and the Arrangement prior to such action, and as so adjusted shall, from and after the date of such event, be the applicable Consideration to be paid per Share; provided, that nothing in this Section 2.11 shall, or shall be construed to, permit the Company to take any action that is restricted by any other provision of this Agreement.

The Parties agree the CVRs shall constitute, if and when payments are made, proceeds of disposition payable for the Shares, Warrants and Exchangeable Subscription Receipts at the Effective Time. The Company shall determine, and the Purchaser shall confirm, acting reasonably, the fair market value of the CVRs as at the Effective Time, and the Company shall provided such determination to the Shareholders, the holders of Options, the holders of DSUs, the holders of SARs, the holders of Warrants and the holder of Exchangeable Subscription Receipts no later than on Closing.

Except as set forth in the Company Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, disclosure for the purposes of) (i) the representations and warranties of the Company that are contained in the corresponding section

Except for the representations and warranties set forth in this Agreement and in the instruments, agreements or certificates delivered by the Company or its Subsidiaries pursuant hereto, neither the Company nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Company, and neither the Parent nor the Purchaser is relying upon any representations and warranties of the Company other than those expressly described in Section 3.1(1). Without limiting the generality of the foregoing, except for the representations and warranties expressly described in Section 3.1(1), neither the Company nor any of its Subsidiaries nor any other Person has made or makes any representation or warranty to the Purchaser or to the Parent with respect to (a) any financial projection, forecast, guidance, estimate of revenues, earnings or cash flows, budget or prospective information relating to the Company or any of its Subsidiaries or their respective business, assets or operations or (b) any oral or written information furnished or made available to the Purchaser, the Parent or any of their Representatives in the course of its due diligence investigation of the Company, the negotiation of this Agreement or the consummation of the Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or currentness thereof, and neither the Company nor any other Person will have any liability to the Purchaser or the Parent in respect of such information, including any subsequent use of such information.

The representations and warranties of the Company contained in this Agreement and in the instruments, agreements or certificates delivered by the Company or its Subsidiaries pursuant hereto shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Each of the Purchaser and the Parent hereby represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees that the Company is relying upon the representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

Except for the representations and warranties set forth in this Agreement and in the instruments, agreements or certificates delivered by the Parent or the Purchaser pursuant hereto, neither the Purchaser, the Parent nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent, and the Company is not relying upon any representations and warranties of the Purchaser or the Parent other than those expressly described in Section 3.2(1).

The representations and warranties of the Purchaser and the Parent contained in this Agreement and in the certificates delivered by the Parent or the Purchaser pursuant hereto shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (b) as required or permitted by this Agreement or the Plan of Arrangement, (c) as required by any Contract, by Law or by a Governmental Entity (including, for greater certainty, as required to comply with or implement any Safety Measures), (d) as contemplated by any Pre-Acquisition Reorganization, or (e) as set out in Section 4.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to (i) conduct business in the Ordinary Course and in accordance with all applicable Laws in all material respects, and (ii) use commercially reasonable efforts to maintain and preserve in all material respects its and its Subsidiaries’ business organization, operations, assets, properties, Authorizations, Intellectual Property, goodwill and relationships with all Employees, suppliers or customers of the Company or any of its Subsidiaries, landlords, creditors, lessors, lessees and other Persons, in each case with whom the Company or any of its Subsidiaries have material business relations in the Ordinary Course (other than may result from the announcement of this Agreement, the pendency or consummation of the Arrangement or the identity of Purchaser or any of its affiliates as the acquiror of the Company). Notwithstanding the foregoing provisions of this Section 4.1(1), the Company shall not be deemed to have failed to satisfy its obligations under this Section 4.1(1) to the extent such failure resulted from the Company’s failure to take any action prohibited by Section 4.1(2).

Without limiting the generality of Section 4.1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except with respect to the situations described in Subsections (a) to (e) of Section 4.1(1), the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly:

amend, restate, rescind, alter, enact or otherwise modify all or any portion of any of the Constating Documents of the Company or any of its Subsidiaries;

adjust, split, subdivide, combine, reclassify or amend the terms of any securities of the Company or any of its Subsidiaries;

reduce the stated capital of any securities of the Company or any Subsidiary of the Company or purchase, redeem, repurchase or otherwise acquire or offer to purchase, redeem, repurchase or otherwise acquire any class of its securities, except for the acquisition of shares in the capital of any Subsidiary of the Company by the Company or by any other Subsidiary of the Company;

adopt a plan of arrangement, liquidation or resolutions providing for the arrangement, liquidation or dissolution of the Company or any of its Subsidiaries or file a petition in bankruptcy under any applicable Law on behalf of the Company or any of its Subsidiaries, or consent to the filing of any bankruptcy petition against the Company or any of its Subsidiaries under any applicable Law;

issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize any such action in respect of (i) any securities of the Company or any of its Subsidiaries, (ii) options, warrants, equity or equity-based awards or other rights to acquire, or exercisable or exchangeable for, or convertible into, any securities of the Company or any of its Subsidiaries, or (iii) any rights that are linked in any way to the price of any shares of, or to the value of or of any part of, or to any dividends or distributions paid on any shares of, the Company or any of its Subsidiaries, in each case other than (i) the issuance of Shares issuable upon the exercise of Options granted prior to the date hereof, the exchange, exercise or settlement of the outstanding Exchangeable Subscription Receipts, Warrants or Incentive Securities, in each case in accordance with their respective terms, or (ii) the issuance of any shares in the capital of any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company;

establish a record date, make, declare, set aside, or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) on, any class of securities of the Company or any of its Subsidiaries, except for dividends by any of the Company’s direct or indirect Subsidiaries to the Company or any of its other Subsidiaries;

reorganize, amalgamate or merge the Company, or, to the extent prejudicial to the Arrangement or to the Purchaser, any Subsidiary of the Company or form any new Subsidiary;

except in the Ordinary Course, make any loan or similar advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, other than the Company and any wholly-owned Subsidiary of the Company;

in connection with this Agreement or the transactions contemplated herein, abandon or fail to diligently pursue any application for any required Material Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of any such Material Authorization;

make or amend any material Tax election, settle or compromise any material Tax claim, assessment, reassessment or liability, or change any of its methods of reporting income, deductions or accounting for income Tax purposes, except, in each case, in the Ordinary Course;

make any material change in the Company’s methods of accounting, except as required by concurrent changes in IFRS;

enter into any material new line of business that is materially different from the businesses of the Company and its Subsidiaries on the date of this Agreement or discontinue any material existing line of business;

other than as already committed pursuant to Material Contracts, incur capital expenditures or acquire (by amalgamation, merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, properties, securities, interests or businesses having a cost exceeding $250,000;

except as contemplated in Section 4.12, amend, modify or terminate, cancel or let lapse, any insurance (or reinsurance) policy of the Company or any of its Subsidiaries, unless, simultaneously with any such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums (other than increases reflecting changing market rates) are in full force and effect, and provided that no such termination, cancellation or lapse causes the Company or such Subsidiary to be in default of any Material Contract to which it is a party or by which it is bound or any Material Authorization;

materially amend or modify, or waive any material provision under, any Material Contract, or enter into, terminate or cancel any Material Contract, other than entry into, or amendment or modification of, any Material Contracts of the type set forth in clauses (a), (b), (c), (d), (l), and (p) of the definition of “Material Contract”, in each case in the Ordinary Course and not otherwise restricted by this Section 4.1(2);

except as required by applicable Law: (i) increase the rate of wages, salary, bonuses, benefits or other compensation payable, or that may become payable, in the amount of $10,000 or more to any Employee (other than annual increases in the Ordinary Course), or individual independent contractor; (ii) grant or enter into any Contract with respect to change of control, severance, retention or termination payments with any Employee or former employee, or increase benefits payable under the Company’s and its Subsidiaries’ current change of control, severance, retention or termination pay arrangements, plans, policies or Contracts; (iii) establish, adopt, terminate or amend or modify or waive any material rights with respect to any Employee Plan, or other plan, program, policy, practice, agreement, arrangement, or undertaking that would constitute an Employee Plan if in effect on the date of this Agreement, other than renewals of any material Employee Plans that are health or welfare plans in the Ordinary Course that do not materially increase the cost of such Employee Plan; (iv) take any action to accelerate the vesting or payment of, or fund or in any other way secure the payment of, any compensation or benefits under any Employee Plan; (v) make any discretionary bonus or discretionary profit sharing distribution or similar payment of any kind to any Employee or former employee; (vi) loan or advance money or other property by the Company or any of its Subsidiaries to any Employee, former employee or individual independent contractor (other than expense reimbursements and expense accounts); (vii) hire, terminate (other than for cause) or lay off (or give notice of any such action to) any Employee (other than members of Senior Management) other than in the Ordinary Course on terms consistent with similarly situated Employees; or (viii) hire, terminate (other than for cause, misconduct, or material issues such as violation of policy) or lay off (or give notice of any such action to) any member of Senior Management;

prepay any long-term Indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for, in one transaction or in a series of related transactions, any Indebtedness or guarantees thereof, in each case, other than (i) Indebtedness incurred in the Ordinary Course owing to a Governmental Entity, (ii) Indebtedness incurred in the Ordinary Course with respect to the purchase or lease of equipment not in the excess of $100,000 on a per transaction basis, (iii) Indebtedness owing by one wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary of the Company, or (iv) in connection with the renewal or scheduled repayment of Indebtedness outstanding on the date hereof so long as such Indebtedness may be prepaid without any non-de minimis breakage or other costs or penalties on or prior to the Effective Date;

sell, transfer, out-license, lease, divest or otherwise dispose of any material assets, right of property, other than in the Ordinary Course;

settle, release, waive or compromise any legal Proceeding or other claim, other than any settlement, release or waiver or compromise that results in monetary obligations involving only the payment of monies by the Company or any of its Subsidiaries of not more than $250,000 in the aggregate (net of insurance proceeds);

sell, out-license, transfer, abandon or otherwise dispose of any material Intellectual Property owned by the Company or any of its Subsidiaries (other than non-exclusive licenses granted in the Ordinary Course, including to customers and service providers);

(i) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; (ii) delay or accelerate payment of any account payable in advance of its due date or the date such liability would have been paid in the Ordinary Course; (iii) make any changes to cash management policies; or (iv) delay or postpone or modify the scope of, the repair or maintenance of their properties;

(i) enter into or (ii) amend any strategic partnership, collaboration, co-development, joint venture, distribution, license, or similar agreement involving the agreements set out in Section 4.1(2)(v) of the Company Disclosure Letter; and

authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Nothing contained in this Agreement will give the Purchaser or Parent, directly or indirectly, the right to direct or control the Company’s business and operations prior to the Effective Time. Prior to the Effective Time, the Company will exercise, consistent with the terms of this Agreement, control and supervision over its business and operations. Nothing in this Agreement, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.

The Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries subject to the terms and conditions of this Agreement, reasonably cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause its Subsidiaries to (other than in connection with (a) obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, and (b) with respect to the Debt Financing, which shall be governed by the provisions of Section 4.7):

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Purchaser’s obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement;

use commercially reasonable efforts to provide, obtain and maintain all third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required in connection with the Arrangement, this Agreement or the other transactions contemplated hereby, in each case, that are required under any Material Contract to which the Company or any of its Subsidiaries is a party or those required to maintain in full force and effect any Material Authorization held by the Company or any of its Subsidiaries in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any material consideration or incur any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that the receipt of any such consents, waivers, permits, exemptions, Orders, approvals, agreements, amendments or confirmations is not a condition to the consummation of the Arrangement);

use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;

(i) use commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby and (ii) reasonably consult with the Purchaser and its Representatives regarding the defense, negotiations or settlement of any Proceedings commenced or, to the knowledge of the Company, threatened by any Person against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and keep the Purchaser reasonably informed as to developments in respect thereof; provided in no event shall the Company or any of its Subsidiaries or Representatives settle or consent to any Order in respect of any such Proceeding without the prior written consent of the Purchaser;

not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement; and

use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and using commercially reasonable efforts to cause them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time.

The Company shall promptly notify the Purchaser in writing of:

any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate is or would reasonably be expected to have a Material Adverse Effect or impair, impede or prevent the Company from performing its obligations under this Agreement;

unless prohibited by Law, any written notice or other written communication, of which the Company has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the transactions contemplated hereby; or

any written notice of material breach, default or termination by any party to any Material Contract or by a Governmental Entity in respect of any Material Authorization by which the Company or its Subsidiaries is bound;

any Proceedings commenced or, to the knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and any material developments regarding the foregoing; or

unless prohibited by Law, any written notice or other communication from any Governmental Entity in connection with this Agreement and the transactions contemplated hereby (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser).

The Purchaser shall perform all obligations required or reasonably desirable to be performed by the Purchaser under this Agreement, reasonably cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or reasonably desirable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with (a) obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, and (b) with respect to the Debt Financing, which shall be governed by the provisions of Section 4.7):

use commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Company’s obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement;

vote any Shares, directly or indirectly, owned or controlled by the Purchaser, the Parent or their affiliates in favour of the Arrangement Resolution and not exercise Dissent Rights in respect of such Shares;

use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;

use commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby; and

not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

The Purchaser shall promptly notify the Company in writing of:

any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate is or would reasonably be expected to impair, impede or prevent the Purchaser and/or the Parent from performing their obligations under this Agreement;

unless prohibited by Law, any written notice or other written communication, of which the Purchaser and/or the Parent has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the transactions contemplated hereby; or

any Proceedings commenced or, to the knowledge of the Purchaser and/or the Parent, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, in each case to the extent that such Proceedings would reasonably be expected to impair, impede, materially delay or prevent the Purchaser and/or the Parent from performing its obligations under this Agreement.

Each Party hereto shall use its commercially reasonable best efforts to obtain, or cause to be obtained, as promptly as possible, all consents and Authorizations, including the Regulatory Approvals, from all Governmental Entities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations under this Agreement. Each Party shall co-operate fully with the other Party and its affiliates in promptly seeking to obtain all such consents or Authorizations, including the Regulatory Approvals, from such Governmental Entities. Without limiting the generality of the foregoing, the Purchaser shall make all required notifications, applications or filings with regard to the Regulatory Approvals as promptly as practicable, and in any event, no later than ten (10) Business Days after the date hereof. The Purchaser shall be responsible for and shall pay all filing fees required by applicable Law to be paid to any Governmental Entity in order to obtain all consents and Authorizations, including the Regulatory Approvals.

Unless required to do so by Law prior to Closing, the Parties shall not submit any filings with any Governmental Entity prior to Closing unless the Purchaser and the Company mutually agree otherwise.

The Parties shall jointly devise and implement the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application, undertaking or similar filing. The Parties shall cooperate and coordinate with one another in connection with obtaining the Regulatory Approvals, including by providing or submitting as promptly as practicable all submissions, documentation and information that are required or advisable in connection with obtaining the Regulatory Approvals and using their commercially reasonable best efforts to ensure that such submissions, documentation and information do not contain a Misrepresentation. Notwithstanding the above, in the event that the Parties, both acting in good faith, are unable to agree on a strategy in connection with this Section 4.4(3), Purchaser, at its sole discretion, shall determine the strategy for the Parties to pursue in connection with obtaining such Regulatory Approval(s).

The Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby, and shall exchange advance drafts of all submissions, material correspondence (including emails), filings, notifications, presentations, applications, or other documents made or submitted to or filed with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such material submissions, correspondence (including emails), filings, notifications, presentations, applications, and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby, provided, however, no attorney-client privilege is undermined or otherwise affected as a result of such exchange of information; that competitively sensitive information may be provided only to the external legal counsel and external experts of the other Party; and that the Company and its affiliates are not required to provide the other Party material relating to valuation of the Company or other potential acquirers of the Company. Each Party will each keep the other Party and its counsel fully apprised of all written (including email) and oral communications and all meetings with any Governmental Entity, and their staff, in respect of the Arrangement, this Agreement or the transactions contemplated hereby, including providing copies of all material written (including email) communications on a timely basis, and will not participate in substantive communications or meetings (including telephone calls) without giving the other Party and its counsel the opportunity to participate therein, except to the extent that competitively sensitive information may be discussed, in which case the Party will allow external legal counsel for the other Party to participate.

If any objections are asserted by any Governmental Entity under any applicable Law with respect to the transactions contemplated by this Agreement, or if any Proceeding is instituted or threatened by or before any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law or as not satisfying any applicable legal test under a Law necessary to obtain the Regulatory Approvals, the Parties shall use their best efforts to resolve or avoid such objection or Proceeding so as to allow the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date).

The Purchaser and the Company shall each, and shall each cause its affiliates to, not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement, including, for the avoidance of doubt, the taking of any action or the entering into of any transaction, including any merger, acquisition, joint venture, disposition or Contract that would reasonably be expected to prevent, delay or impede the obtaining of, or increase the risk of not obtaining, any Regulatory Approval or otherwise prevent, delay or impede the consummation of the transactions contemplated by this Agreement.

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law (including any Safety Measures that may be in place), and the terms of any existing Contracts, the Company shall, and shall cause its Subsidiaries and shall cause their respective directors, officers and Employees to, and shall direct its independent auditors, financing sources, advisors, consultants and agents to, upon reasonable prior notice during normal business hours: (a) give the Purchaser and its Representatives, consultants and independent contractors reasonable access (during normal business hours) to its and its Subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Data Room) other than any of the foregoing that relate to the consideration, negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement, or, subject to the disclosure requirements set forth in Article 5, any Acquisition Proposal, and (b) furnish to the Purchaser and its Representatives, consultants, and independent contractors such financial and operating data and Company Data or other information with respect to the assets or business of the Company or its Subsidiaries as the Purchaser may reasonably request, in the case of each of clauses (a) and (b) to the extent reasonably necessary to consummate the transactions contemplated by this Agreement or for integration planning purposes; provided that any such access shall be conducted at Purchaser’s expenses and under the supervision of appropriate personnel of the Company or its applicable Subsidiaries and that the Company’s compliance with any request under this Section 4.5(1) shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries.

This Section 4.5 shall not require the Company or its Subsidiaries to permit any access, or to disclose any information that, in the good faith judgment of the Company, may reasonably be expected to result in the breach of any Contract, cause any violation of any Law or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company, after consultation with outside legal counsel) be managed through the use of customary “clean-room” or other arrangements reasonably acceptable, and not unduly burdensome, to the Company.

Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, the Purchaser and the Parent shall be permitted to disclose confidential information that is subject to the Confidentiality Agreement in connection with the arrangement of any Debt Financing, including to ratings agencies and prospective lenders and investors; provided that (a) such

Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case of the Company, that any information provided under Section 4.5(1) above that is non-public in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail.

Subject to Section 4.6(2), the Company agrees that, upon reasonable request of the Purchaser, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (a) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to perform such reorganizations of their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request in writing, acting reasonably (each a “Pre-Acquisition Reorganization”), including as set out in Section 4.6 of the Company Disclosure Letter, (b) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (c) cooperate with the Purchaser and its advisors to seek to obtain any consents, approvals, waivers or similar Authorizations which are reasonably requested by the Purchaser (based on the applicable terms of the Contract or Authorization) in connection with the Pre-Acquisition Reorganizations, if any.

The Company will not be obligated to participate in all or any portion of any Pre-Acquisition Reorganization under Section 4.6(1) unless such Pre-Acquisition Reorganization:

is effected as close as reasonably practicable prior to or contemporaneously with the Effective Time, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company, any of its Subsidiaries or the Securityholders in any material manner;

does not require the approval of any of the Securityholders or the Court or, after the mailing of the Circular, to prepare any amendment thereto;

does not cause any Securityholders to recognize any income or gain for Tax purposes prior to the completion of the Arrangement;

does not require the Company or its Subsidiaries to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, the Company, its Subsidiaries or any Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 4.6. For the avoidance of doubt, a reduction of Tax attributes would be considered to be an adverse Tax consequence for purposes of this Section 4.6(2)(d);

does not require any consent, waiver, notice or approval, or give rise to (or accelerate) any right of termination under, or result in any breach by the Company or any of its Subsidiaries of any Material Contract or Material Authorization or any breach by the Company or any of its Subsidiaries of their respective Constating Documents or applicable Law;

does not require any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any of its Subsidiaries to take any action that would be reasonably be expected to result in such Person incurring personal liability;

is not prejudicial to the Company or the Securityholders in any material respect;

does not reduce, or impact the form of, the Consideration to be received by Shareholders or the Exchangeable Receipt Consideration, the Warrant Consideration or the Incentive Securities Consideration to be received under the Plan of Arrangement respectively by the holders of Exchangeable Subscription Receipts, Warrants and Incentive Securities;

does not result in a change of control, default, or acceleration of any of the Existing Credit Facilities or outstanding Indebtedness;

does not unreasonably interfere in the operations of the Company or any of its Subsidiaries or burden the business responsibilities and duties of any Employees prior to the Effective Time;

does not impair the ability of the Company, the Parent or the Purchaser to consummate, or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by this Agreement, and will not (and would not reasonably be expected to) delay the consummation of, the Arrangement; and

is not required to be completed unless and until (i) the Purchaser has irrevocably confirmed in writing that all of the conditions in favour of the Purchaser in Article 6 have been either satisfied or waived and that the Purchaser is prepared to promptly and without condition proceed with the completion of the Arrangement, (ii) the Company is satisfied that all of the conditions in favour of the Company in Article 6 have been satisfied or waived and (iii) the Purchaser has deposited with the Depositary all required funds in accordance with Section 2.9.

The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least forty-five (45) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to the Plan of Arrangement, and shall seek to have any such Pre-Acquisition Reorganization be effective immediately prior to the Effective Time (but after the conditions in Section 4.6(2)(l) have been satisfied).

If this Agreement is terminated, the Purchaser (a) shall forthwith reimburse the Company for all direct and indirect costs, fees and expenses and Taxes incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization (including any unwinding thereof), and (b) shall indemnify and hold harmless the Company and its Subsidiaries from and against any and all liabilities, losses, damages, claims, penalties, interests, awards, judgements and Taxes (including the use of Tax attributes) suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including any unwinding thereof), or in taking reasonable steps to reverse or unwind any Pre-Acquisition Reorganization.

The Purchaser hereby waives any breach of a representation, warranty or covenant by the Company to the extent such breach is a result of an action taken (or omitted to be taken) by the Company or a Subsidiary pursuant to a request by the Purchaser pursuant to this Section 4.6.

The Purchaser shall, and shall cause its affiliates to, use commercially reasonable best efforts to take or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing, on the terms and conditions described in the Debt Commitment Letter, by no later than the date specified in Section 2.9, and shall not permit, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter (including any fee letter) or any definitive agreement with respect to the Debt Financing (the “Definitive Debt Documentation”) if such amendment, modification, waiver or release would (a) reduce the aggregate amount of the Debt Financing below the Required Amount, (b) impose new or additional conditions precedent to the availability of the Debt Financing, or otherwise expand, amend or modify any of the conditions precedent to the availability of the Debt Financing in a manner that would or would be reasonably be expected to (I) materially delay, impair or prevent the consummation of the Closing as required by this Agreement, or (II) make the funding of the Debt Financing (or the satisfaction of such conditions precedent) materially less likely to occur (clauses (I) and (II), an “Adverse Effect on Financing”), or (c) otherwise be reasonably expected to have an Adverse Effect on Financing. For the avoidance of doubt, the Purchaser may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement if such amendment does not violate the preceding sentence. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Debt Commitment Letter, except for assignments and replacements of an individual lender under the terms of the Debt Commitment Letter to additional lenders, arrangers, bookrunners, syndicated agents or similar entities. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 4.7 (including any alternative financing obtained in accordance with this Section 4.7) and references to “Debt Commitment Letter” shall include such documents as permitted to be amended or modified by this Section 4.7 (including any alternative financing obtained in accordance with this Section 4.7).

Without limiting the generality of Section 4.7, the Purchaser shall, and shall cause each its affiliates to, use commercially reasonable best efforts to (a) maintain in effect the Debt Commitment Letter in accordance with its terms, (b) satisfy (or obtain a waiver of), or cause to be satisfied, on a timely basis, all conditions to funding in the Debt Commitment Letter (and any Definitive Debt Documentation) that are applicable to, and within the control of, the Purchaser or its affiliates at or prior to the Closing, (c) enter into Definitive Debt Documentation on or prior to the Closing, on the terms and conditions (including the flex

The Purchaser shall, at the Company’s reasonable request, keep the Company reasonably informed with respect to all material developments relating to the Debt Financing. Without limiting the generality of the foregoing, the Purchaser shall give the Company prompt written notice (a) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any such material breach or default) by any party to the Debt Commitment Letter or the Definitive Debt Documentation of which the Purchaser becomes aware, (b) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Debt Documentation, (c) if for any reason the Purchaser believes in good faith that it will not be able to obtain all or any portion of the Debt Financing required to fund the Required Amount, including if the Purchaser believes in good faith that it will be unable to satisfy, on a timely basis, any condition to funding that is within the Purchaser’s control and contained in the Debt Commitment Letter or any Definitive Debt Documentation, and (d) if the Debt Commitment Letter or Definitive Debt Documentation expires or is terminated for any reason. As soon as reasonably practicable, but in any event within two (2) Business Days after the date the Company delivers to the Purchaser a written request, the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (a), (b), (c) or (d) of the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, nothing in this Section shall require the Purchaser to disclose any information that is subject to the attorney-client or work-product privilege or the disclosure of which would result in the breach of the Purchaser’s confidentiality provisions set forth in the Debt Commitment Letter.

If any portion of the Debt Financing required to fund the Required Amount becomes unavailable in the manner contemplated in the Debt Commitment Letter (including the flex provisions contained in any fee letter in respect of the Debt Financing), the Purchaser shall, and shall cause its affiliates to, use commercially reasonable best efforts to arrange and obtain, as promptly as practicable, alternative financing from alternative sources in an amount sufficient (when added to the portion of the Debt Financing that remains available) to fund the Required Amount on a basis that is not subject to any new or additional conditions precedent not contained in the Debt Commitment Letter (unless such conditions would not reasonably be expected to have an Adverse Effect on Financing) and on terms and conditions (including flex provisions contained in any fee letter in respect of the Debt Financing) not materially less favourable, from the perspective of the Purchaser and when taken as a whole, than the terms and conditions contained in the Debt Commitment Letter and deliver to the Company true, correct and complete copies of such alternative commitments when available. For the avoidance of doubt, the Purchaser arranging and obtaining, in replacement of the Debt Financing, new or replacement financing in accordance with this Section 4.7(4) shall not modify or affect in any way the Company’s rights pursuant to this Agreement or the Purchaser’s obligations pursuant to this Agreement.

The Company shall, and shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents and advisors to, use commercially reasonable best efforts to provide such customary cooperation to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the funding of the Debt Financing as contemplated in the Debt Commitment Letter (provided that such request is made on reasonable notice and provided such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (and subject to the foregoing), as so requested: (i) participating in a reasonable number of meetings and due diligence sessions; (ii) executing and delivering any pledge and security documents or other definitive financing documents as may be reasonably requested by the Purchaser (provided that such execution and delivery shall become effective upon and subject to the Closing); (iii) at least four (4) Business Days prior to Closing (to the extent requested by the Purchaser at least nine (9) Business Days prior to the anticipated Closing), providing all documentation and other information about the Company and its Subsidiaries as is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, and (iv) subject to Section 4.5 and Section 4.7, furnishing the Purchaser, as soon as reasonably practicable, with all Required Information; provided that in no event shall the Required Information be deemed to include or shall the Company otherwise be required to provide: (1) any description of capital structure (including descriptions of indebtedness or equity) of the Purchaser or any of its affiliates (including the Company and the Subsidiaries on or after the Effective Time), (2) any information customarily provided by a lead arranger in a customary information memorandum for a secured bank financing, including sections customarily drafted by a lead arranger, such as those regarding confidentiality, timelines, syndication process and limitations of liability, (3) any segment reporting financial information, (4) any pro forma, projected or forward looking information, (5) any information relating to transactions anticipated to occur on or after the Effective Date, (6) any other information of the type that is not customarily included in a “public side” information memorandum for a secured bank financing and (7) any information with respect to any Person other than the Company and the Subsidiaries (the foregoing clauses (1) through (7) are referred herein as “Excluded Information”). Notwithstanding the foregoing, none of the Company nor any Subsidiary of the Company will be required to: (a) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability or provide or agree to provide any indemnity, in each case in connection with any such financing prior to the Effective Time; (b) take any action or do anything that would contravene any Law or reasonably be expected to materially delay, impair or prevent the satisfaction of any condition set forth in Article 6 hereof; (c) commit to take any action that is not contingent on the consummation of the Arrangement or that would be effective prior to the Effective Time; (d) provide co-operation that involves any binding commitment or agreement (including the entry into any agreement or the execution of any certificate) by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Effective Time) which is effective prior to the Effective Time; or (e) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any written obligations of the Company to any Person (other than an affiliate of the Company) with respect to confidentiality or which would be reasonably likely to constitute a waiver of solicitor-client privilege. For greater certainty, all non-public or otherwise confidential information regarding the Company obtained by the Purchaser or its Representatives pursuant to the foregoing is information which is subject to the Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreement. In addition, no such cooperation by the Company pursuant to this Section 4.8 shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder, provided that such cooperation does not involve any intentional, knowing or willful misconduct.

The Purchaser hereby indemnifies and holds harmless the Company, its Subsidiaries and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of the Debt Financing or any actions or omissions by any of them in connection with any request by the Purchaser made hereunder and for any alleged misstatement or omission in any information provided hereunder at the request of the Purchaser (other than historical information provided by the Company or its Subsidiaries), except in each case to the extent arising from the willful misconduct or gross negligence of the Company or any of its Subsidiaries or any of their respective Representatives. The Purchaser will promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees) incurred by the Company and its Subsidiaries and their respective agents and Representatives in connection with any of the foregoing and in connection with any assistance provided pursuant this Section 4.8.

The Parties shall agree on the text of any press releases to be issued to announce (a) the execution of this Agreement, and (b) on the Effective Date, the completion of the Arrangement.

Except as required by applicable Law, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, subject to Article 5, any Party that, upon the advice of outside legal counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on such disclosure (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law or, in the case of the Company, inconsistent with the Board’s fiduciary duties, shall give such notice immediately following the making of such disclosure if legally permitted. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, none of the foregoing shall prevent the Company from making (a) internal announcements to Employees and having discussions with shareholders, financial analysts and other stakeholders, (b) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Company or (c) any press release or other public statement or any other disclosures in connection with any Acquisition Proposal or a Change in Recommendation in accordance with terms of this Agreement. The Parties acknowledge that the Company will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Purchaser, acting reasonably), and a material change report relating thereto on SEDAR+ and furnish this Agreement with the SEC under cover of Form 6-K.

During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts of which it has knowledge which occurrence or failure would, or would be reasonably likely to:

cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect that would cause any condition in Section 6.1 [Mutual Conditions Precedent], Section 6.2(1) [Representations and Warranties of the Company], and Section 6.3(1) [Representations and Warranties of the Purchaser and the Parent] not to be satisfied; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement that would cause any condition in Section 6.1 [Mutual Conditions Precedent], Section 6.2(2) [Performance of Covenants by the Company], Section 6.3(2) [Performance of Covenants by the Purchaser and the Parent], Section 6.3(3) [Deposit of Consideration] and Section 6.3(4) [Contingent Value Rights Agreement] not to be satisfied.

Notification provided under this Section 4.11 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

The Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) [Breach of Representations and Warranties or Covenants by the Purchaser and the Parent] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) [Breach of Representations and Warranties or Covenants by the Company], unless the Party seeking to terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any Willful Breach being deemed incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is fifteen (15) Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date, provided that, for greater certainty, if any matter is not capable of being cured by the Outside Date the Terminating Party may immediately exercise the applicable termination right in accordance with the terms of Section 7.2(1)(c)(i) [Breach of Representations and Warranties or Covenants by the Purchaser and the Parent] or Section 7.2(1)(d)(i) [Breach of Representations and Warranties or Covenants by the Company], as applicable, without first providing a Termination Notice.

Prior to the Effective Time, the Company shall and, if the Company is unable after using commercially reasonable efforts, the Purchaser shall cause the Company to, purchase customary fully pre-paid and non-cancelable “tail” policies of directors’ and officers’ liability fiduciary liability, and employment practices liability insurance from an insurer(s) of nationally recognized standing providing protection no less favourable in the aggregate than the protection provided by such policies maintained by or for the benefit of the Company and its Subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims and other matters arising from actual or alleged acts, omissions, facts or events which occurred on or prior to the Effective Time, and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in full force and effect without any reduction in scope of coverage or limits (other than a reduction of limits due to payments by the insurer(s) under the policies) for six (6) years after the Effective Date. If the Company for any reason fails, after having used commercially reasonable efforts, to obtain such run off insurance policies as of the Effective Time, the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain in effect for a period of at least six (6) years from and after the Effective Time the directors’ and officers’ liability insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous to the present and former directors and officers of the Company and its Subsidiaries than the coverage provided under the Company’s and its Subsidiaries’ existing policies as of the date hereof, or the Company shall purchase comparable directors’ and officers’ liability insurance for such six-(6) year period with terms, conditions, retentions and limits of liability that are at least as favourable to the present and former directors and officers of the Company and its Subsidiaries as provided in Company’s existing policies as of the date hereof; provided, Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the aggregate cost of such policies shall not exceed 300%, of the current annual aggregate premium for directors’ and officers’ liability, fiduciary liability, and employment practices liability insurance policies currently maintained by the Company or its Subsidiaries.

From and after the Effective Time, the Purchaser shall, and shall cause the Company and its Subsidiaries to, and the Company shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and to also advance expenses as incurred to the fullest extent permitted under applicable Law), the then present and former Employees, officers, directors and managers of the Company and its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding arising out of or related to such Person’s service as an Employee, officer, director and manager of the Company or any of its Subsidiaries or services performed by such Persons at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the approval or completion of this Agreement and the Arrangement or any of the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby. None of the Purchaser, the Company or any of their respective Subsidiaries shall settle, compromise or consent to the entry of any judgment in any Proceeding involving or naming any such indemnified Person or arising out of or related to any such indemnified Person’s service as an Employee, officer, director and manager or services performed by such indemnified Person at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time without the prior written consent (not to be unreasonably withheld or delayed) of that indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such indemnified Person from all liability arising out of such Proceeding.

From and after the Effective Time, the Purchaser shall honour, and shall cause the Company and its Subsidiaries to honour, and the Company shall honour all rights to indemnification, exculpation and advancement existing as of immediately prior to the Effective Time in favour of the then present and former Employees, officers, directors and managers of the Company and its Subsidiaries to the fullest extent permitted by the Constating Documents or applicable Law or under indemnification agreements entered into in the Ordinary Course and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Date.

If the Company or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates or amalgamates with, or merges or liquidates into, any other Person and is not a continuing or surviving company or entity of such consolidation, amalgamation, merger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.12.

The Employees as of immediately prior to the Effective Time are referred to herein as the “Covered Employees.” For any Covered Employees retained by the Purchaser, for at least a period of twelve (12) months following the Effective Time, the Purchaser undertakes to provide such employees with employment conditions that are no less favourable in the aggregate than those provided to such Covered Employee by the Company immediately prior to the Effective Time, as required by Law. For any Covered Employees not retained by the Purchaser for at least a period of twelve (12) months following the Effective Time, the Purchaser undertakes to provide such Covered Employees notice of termination, pay in lieu of notice and severance benefits to each Covered Employee that are no less favourable than those that would have been provided to such Covered Employee under the applicable termination and severance benefits plan, programs, policies, agreements and arrangements as in effect immediately prior to the Effective Time, and if no such arrangements were then in effect, then such Covered Employees will be provided with notice or payment in lieu of notice and severance as required by Law.

The Parties acknowledge that any change of control or similar payments owed to Employees or the directors of the Company by the Company as a result of the completion of the Arrangement shall be paid by the Company to such Employees or directors on the Effective Date prior to or simultaneously with the filing by the Company of the Articles of Arrangement with the Director in accordance with Section 2.8, unless otherwise specified in the applicable Employee Plan or employment agreement with respect to the timing of payment.

Nothing in this Agreement shall create any third party beneficiary rights in any Employee, any right of continued employment for any Employee, any beneficiary or dependents thereof, or any collective bargaining Representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Employee, or be construed to prohibit the Parent, the Purchaser, the Company or any of their respective Subsidiaries from amending or terminating any Employee Plan.

Notwithstanding anything to the contrary in this Agreement, the Purchaser may make, or cause its affiliates (including on or after the Effective Date, the Company and its Subsidiaries) to make, any elections under paragraph 88(1)(d) or 111(4)(e), or 256(9) of the Tax Act with respect to the acquisition of the Company and its Subsidiaries pursuant to this Agreement as the Purchaser deems appropriate in its sole discretion.

In the event that there is (i) any amendment or proposed amendment to the provisions of the Tax Act or any applicable provincial income Tax legislation or the applicable regulations promulgated thereunder, or (ii) any change in the official application, administration, interpretation or stated purpose of any such provisions or regulations, including by way of income tax rulings, technical interpretations, Department of Finance Technical Notes or Budget Supplementary Information, or in any other official similar manner, in each case of (i) or (ii) issued at any time on or after the date of this Agreement with an effective date on or prior to the Effective Date, that is likely to result in material adverse Tax consequences by virtue of the completion of the transactions contemplated by this Agreement to the Purchaser, the Company, the Shareholders, holders of Options, holders of Warrants and holder of Exchangeable Subscription Receipts then the Parties shall negotiate in good faith and take all commercially reasonable actions necessary to amend this Agreement and the Plan of Arrangement in such a manner as to permit the Parties to proceed with the transactions contemplated by this Agreement on terms that would not give rise to such material adverse Tax consequences.

From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, except as expressly provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any of its Representatives or affiliates or otherwise, and shall not permit any such Person to:

solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute an Acquisition Proposal;

enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person (other than the Purchaser and the Parent and their affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to (i) communicate with any Person for the purposes of ascertaining facts from such Person and clarifying the terms and conditions of any inquiry, proposal or offer made by such Person, (ii) advise any Person of the restrictions of this Agreement, and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute a Superior Proposal;

make a Change in Recommendation;

accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement of such Acquisition Proposal, or, in the event the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3^rd) Business Day prior to the date of the Meeting, will not be considered to be in violation of this Section 5.1(1)(d)), provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such period; or

approve, adopt, endorse or recommend or enter into or publicly propose to enter into any agreement or understanding, including any letter of intent, memorandum of understanding, acquisition agreement, agreement in principle or similar agreement with any Person in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3).

The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and terminate any solicitation, encouragement, discussion or negotiations commenced prior to the date of this Agreement with any Person (other than the Purchaser and the Parent and their affiliates) with respect to any inquiry, proposal or offer that (x) if made after the date of this Agreement would have constituted an Acquisition Proposal; or (y) may reasonably be expected to constitute or lead to an Acquisition Proposal, and, in connection with such termination shall:

promptly discontinue access to, and disclosure of, all information regarding the Company and its Subsidiaries, including any data room (whether physical or virtual) and any confidential information, properties, facilities and Books and Records of the Company or any of its Subsidiaries; and

promptly (and in any event within three (3) Business Days of the date of this Agreement) request from any such Person, and use commercially reasonable efforts to exercise its rights to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person other than the Purchaser, the Parent and their affiliates and their respective Representatives since January 1, 2024, and (ii) the destruction of all material to the extent including or incorporating such confidential information regarding the Company or any of its Subsidiaries, in each case, to the extent that such information has not previously been returned or destroyed (subject to the terms of the applicable confidentiality or similar agreement, including the rights of retention that such Persons may have thereunder).

The Company represents and warrants that, within the twelve (12) months prior to the date of this Agreement, it has not waived, amended, suspended or otherwise modified, or released any Person from, any standstill or similar agreement, restriction or covenant, to which the Company or any of its Subsidiaries is a party, and the Company covenants and agrees that (a) the Company shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party or may hereafter become a party in accordance with Section 5.3, and

If the Company or any of its Subsidiaries or, to the knowledge of the Company, any of their respective Representatives, receives or becomes aware of any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries in connection with such inquiry, proposal or offer, the Company shall:

promptly (i) notify the Purchaser, and in any event within twenty-four (24) hours in writing, of such inquiry, proposal or offer, including (A) a description of its material terms and conditions, and (B) the identity of all Persons making such inquiry, proposal or offer, and (ii) provide unredacted copies of any written agreement proposed by such Person(s) with respect to such inquiry, proposal or offer and any financing commitments or other ancillary agreements and material correspondence relating thereto; and

(i) keep the Purchaser reasonably informed, on a prompt basis, and in any event within twenty-four (24) hours, in writing, of the status and terms of any such inquiry, proposal or offer (including any amendments thereto) and the status of any such discussions or negotiations and (ii) on a prompt basis, and in any event within twenty-four (24) hours, provide the Purchaser with copies of any subsequent drafts of any proposed agreement with respect to such inquiry, proposal or offer and any financing commitments or other ancillary agreements relating thereto received or exchanged by or on behalf of the Company or the Persons making the inquiry, proposal or offer.

Notwithstanding Section 5.1, or any other agreement between the Parties or between the Company and any other Person, including without limitation the Confidentiality Agreement, if at any time prior to obtaining the Required Shareholder Approval, the Company receives a bona fide unsolicited Acquisition Proposal, the Company may (a) contact the Person making such Acquisition Proposal and its Representatives for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or Books and Records of the Company or any of its Subsidiaries, if and only if, in the case of clause (b):

the Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality or similar agreement, restriction or covenant with the Company or any of its Subsidiaries;

such Acquisition Proposal did not result from a breach of Article 5, other than a de minimis breach;

the Company enters into an Acceptable Confidentiality Agreement, and any such copies, access or disclosure provided to such Person shall have already been (or shall promptly be) provided to the Purchaser (by posting such information to the Data Room or otherwise); and

prior to engaging in or participating in discussions or negotiations with such Person regarding such Acquisition Proposal (excluding, for certainty, negotiations regarding an Acceptable confidentiality Agreement that do not relate to the terms and conditions of the Acquisition Proposal) or providing any such copies, access or disclosure, the Company promptly provides the Purchaser with a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d).

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval, the Board may, or may cause the Company to, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement, restriction or covenant;

such Acquisition Proposal did not result from a breach of Article 5, other than a de minimis breach;

the Company has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to authorize the Company to enter into a definitive agreement with respect to such Superior Proposal, including the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the “Superior Proposal Notice”);

the Company has provided to the Purchaser a copy of the proposed definitive agreement for the Superior Proposal, together with all related documents, including shareholder voting and support agreements, financing commitment papers and any rollover, reinvestment or similar agreements;

at least five (5) full Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of all of the materials referred to in Section 5.4(1)(d);

during any Matching Period, (i) the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal and (ii) the Company has negotiated in good faith with the Purchaser (to the extent the Purchaser desires to negotiate) regarding any amendments proposed by the Purchaser to this Agreement and the Plan of Arrangement;

after the Matching Period, the Board has determined in good faith, after consultation with outside legal counsel and financial advisors, that (i) such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)), and (ii) the failure by the Board to authorize the Company to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

prior to or concurrently with entering into such definitive agreement, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) [Superior Proposal] and pays to Purchaser (or as directed by the Purchaser) concurrently with and as a condition of such termination of this Agreement, the Termination Fee, pursuant to Section 8.2.

During the Matching Period, or such longer period as the Company may approve in its sole discretion in writing for such purpose: (a) the Purchaser shall have the opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Board (and Special Committee) shall, in consultation with the outside legal counsel and financial advisors, review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal, and (b) if the Acquisition Proposal would no longer constitute a Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Plan of Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice for the new Superior Proposal and a copy of the proposed definitive agreement for the new Superior Proposal.

The Board shall, within five (5) Business Days from the Purchaser’s reasonable request to do so, reaffirm (subject to Section 5.1(1)(d)) the Board Recommendation by press release after any Acquisition Proposal which is determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement or the Plan of Arrangement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall give reasonable consideration to any comments provided by the Purchaser and its outside legal counsel.

If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than ten (10) Business Days before the Meeting, the Company shall be entitled to and shall upon request from the Purchaser postpone the Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than five (5) Business Days prior to the Outside Date.

Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall prohibit the Company or the Board from (a) complying with Rules 14d-9 and 14e-2(a) under the Exchange Act or similar Laws under other Securities Law, including a “stop, look and listen” communication by the Board or the Special Committee, as applicable, to Shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any substantially similar communication); (b) complying with Item 1012(a) of Regulation M-A under the Exchange Act; (c) complying with the Company’s disclosure obligations under Securities Law; or (d) making a Change in Recommendation or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation with outside legal counsel and upon the recommendation of the Special Committee, failing to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required by Law); provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 7.2(1)(d)(ii), the Company shall be obligated to pay the Termination Fee as required by Section 8.2(2). The Board may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two (2) Business Days prior written notice of its intention to make such Change in Recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 5.4(1). Should the Board make a Change in Recommendation in accordance with the foregoing, Section 4.10 shall no longer be applicable to disclosures made by the Company. In addition, nothing contained in this Agreement shall prohibit the Company or the Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the QBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent necessary to permit a confidential proposal being made to the Board (or any committee thereof); provided, that, the Board has determined in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties.

Required Shareholder Approval. The Required Shareholder Approval has been obtained at the Meeting in accordance with the Interim Order.

Interim and Final Orders. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.

Articles of Arrangement. The Articles of Arrangement to be sent to the Enterprise Registrar in accordance with this Agreement shall be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.

Representations and Warranties of the Company. (a) (i) The representations and warranties of the Company set forth in Paragraphs (1)[Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (5)(a) [No Conflict/Non-Contravention (Constating Documents)], (6) (other than paragraph (d)) [Capitalization], (8) [Subsidiaries], (23) [Brokers] and (36) [Anti-Bribery Laws] of Schedule C shall be true and correct in all respects (except for de minimis inaccuracies, including as a result of transactions, changes, conditions, events or circumstances specifically permitted hereunder) as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, such accuracy of which shall be determined as of that specified date); and (ii) all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this

Performance of Covenants by the Company. The Company has fulfilled or complied in all material respects with all of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser and the Parent, executed by two (2) senior officers of the Company (in each case, without personal liability) addressed to the Purchaser and the Parent and dated as of the Effective Date.

Material Adverse Effect. Since the date of this Agreement, there has not occurred a Material Adverse Effect.

No Legal Action. No Proceedings by any Governmental Entity of competent authority shall be pending or threatened that is reasonably likely to (i) prohibit or enjoin the Purchaser from consummating the Arrangement, or (ii) restrict the ownership or operation by the Purchaser of the business or assets of the Company or any of its Subsidiaries or any material portion of the business or assets of the Company or any of its Subsidiaries if the Arrangement is consummated, in each case for purposes of this clause (ii), only where such restrictions would result in a Material Adverse Effect.

Dissent Rights. Dissent Rights have not been exercised (or, if exercised, remain outstanding) with respect to more than 10% of the issued and outstanding Shares.

Representations and Warranties of the Purchaser and the Parent. (a) (i) The representations and warranties of the Purchaser and the Parent set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization] and (3) [Execution and Binding Obligation] of Schedule D shall be true and correct in all respects (except for de minimis inaccuracies, including as a result of transactions, changes, conditions, events or circumstances specifically permitted hereunder) as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); and (ii) all other representations and warranties of the Purchaser and the Parent set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.3(1)(a)(ii) any materiality or “material” qualification contained in any such representation or warranty) as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, such accuracy of which shall be determined as of such specified date), except in the case of this clause (ii) where the failure to be so true and correct in all respects has not

Performance of Covenants by the Purchaser. The Purchaser has fulfilled or complied in all material respects with all of the covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case, without personal liability) addressed to the Company and dated the Effective Date.

Deposit of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser shall have complied with its obligations under Section 2.9, and the Depositary shall have confirmed to the Company receipt from or on behalf of the Purchaser of, the funds required to pay the aggregate Consideration payable to Shareholders pursuant to the Plan of Arrangement (other than with respect to Shareholders exercising Dissent Rights as provided in the Plan of Arrangement) and to the holder of Exchangeable Subscription Receipts pursuant to the Plan of Arrangement.

Contingent Value Rights Agreement. The Contingent Value Rights Agreement shall have been duly executed and delivered by the parties thereto, and shall be in full force and effect.

This Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective Time by:

the mutual written agreement of the Parties;

either the Company or the Purchaser if:

No Required Approval by Shareholders. The Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) [No Required Approval by Shareholders] if the failure to obtain the approval of the Shareholders has been primarily caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

Illegality. After the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) [Illegality]: (A) if it has not used its best efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; and (B) if the enactment, making, enforcement or amendment of such Law has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) [Occurrence of Outside Date] if the failure of the Effective Time to so occur has been primarily caused by a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

the Company if:

Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under this Agreement occurs that would cause any condition in Section 6.3(1) [Representations and Warranties of the Purchaser and the Parent] or Section 6.3(2) [Performance of Covenants by the Purchaser] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.11(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) [Representations and Warranties of the Company] or Section 6.2(2) [Performance of Covenants by the Company] not to be satisfied;

Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes the Company, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal, provided that the Company is in compliance with Section 5.1 in all respects, other than a de minimis breach, and provided that prior to or concurrent with such termination the Company pays the Termination Fee, in accordance with Section 8.2; or

Failure of Purchaser to Consummate. (A) The conditions in Section 6.1 [Mutual Conditions Precedent] and Section 6.2 [Additional Conditions Precedent to the Obligations of the Purchaser] have been and continue to be satisfied or waived by the applicable Party or Parties at the time the Effective Time is required to have occurred pursuant to Section 2.8 (excluding conditions that, by their nature, are to be satisfied at the Effective Time or the day immediately prior to the Effective Time, including the condition in Section 6.3(3)), (B) the Purchaser fails to (x) deposit or cause to be deposited the funds required to be deposited by it in accordance with Section 2.9, or (y) consummate the Closing by the date that is two (2) Business Days after the first date upon which the Purchaser is required to consummate the Closing pursuant to Section 2.8, and (C) the Company has irrevocably confirmed in writing to the Purchaser in writing that it is prepared to consummate the Closing;

the Purchaser if:

Breach of Representation or Warranty or Failure to Perform Covenant by the Company. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [Representations and Warranties of the Company] or Section 6.2(2) [Performance of Covenants by the Company] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.11(3); provided that each of the Purchaser and the Parent is not then in breach of this Agreement so as to cause any condition in Section 6.3(1) [Representations and Warranties of the Purchaser and the Parent] or Section 6.3(2) [Performance of Covenants by the Purchaser] not to be satisfied; and provided further, that the Purchaser may not terminate this Agreement pursuant to this Section 7.2(1)(d)(i) if any of the Purchaser, the Parent or any of their respective Representatives had actual knowledge of the breach of the representation or warranty as of the date hereof, or the breach of covenant is the result of any action or failure to take any action by any such Person in its capacity as director or officer of the Company after the date hereof; or

Change in Recommendation or Breach of Non-Solicit. Prior to the obtaining of the Required Shareholder Approval, if (A) the Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, the Board Recommendation, (B) the Board accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (or beyond the third (3^rd) Business Day prior to the date of the Meeting, if sooner), (C) the Board fails to publicly recommend or reaffirm by press release the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so, acting reasonably, after a material event or development (or in the event that the Meeting is scheduled to occur within such five (5) Business Day

Subject to Section 4.11(3), the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, Representative or consultant of such Party, or any Purchaser Related Parties or Company Related Parties) to the other Party to this Agreement, except that: (a) in the event of any termination under Section 7.1 as a result of the occurrence of the Effective Time, Section 2.10 shall survive, Section 4.12 shall survive as described therein and this Section 7.3 shall survive; and (b) in the event of any termination under Section 7.2, Section 2.10, Section 4.5(4), Section 4.6(4), Section 4.8(2), this Section 7.3, and Section 8.2 through to and including Section 8.19 shall survive and the Confidentiality Agreement shall survive in accordance with its terms, and provided that no Party shall be relieved of any liability for any Willful Breach by it of this Agreement.

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order, the Final Order and Laws, without limitation:

change the time for performance of any of the obligations or acts of the Parties;

waive any inaccuracy or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

waive compliance with or modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and

waive compliance with or modify any mutual conditions contained in this Agreement.

The Plan of Arrangement may be amended in accordance with Section 5.1 thereof.

Notwithstanding the foregoing, this Section 8.1(3), Section 8.3(3), Section 8.3(4), Section 8.8(1), Section 8.9(3), Section 8.12(2), and Section 8.20, may not be modified, waived or terminated in a manner that is materially adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay the Purchaser or Parent the Termination Fee in accordance with Section 8.2(3). For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.

For the purposes of this Agreement, “Termination Fee” means $6,000,000 and “Termination Fee Event” means the termination of this Agreement:

by the Company, pursuant to Section 7.2(1)(c)(ii) [Superior Proposal];

by the Purchaser, pursuant to (i) Section 7.2(1)(d)(ii) [Change in Recommendation or Breach of Non-Solicit] or (ii) Section 7.2(1)(d)(i)[Breach of Representation or Warranty or Failure to Perform Covenant by the Company] (but only where the circumstances giving rise to the Purchaser or the Parent’s right to terminate this Agreement was due solely to Willful Breach or fraud);

by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) [No Required Approval by Shareholders] if:

prior to such termination, a bona fide Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser, the Parent or any of their affiliates);

such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the Meeting; and

within twelve (12) months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company enters into a written agreement (other than an Acceptable Confidentiality Agreement), in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated.

by the Company or the Purchaser pursuant to any subsection of Section 7.2(1) if at such time the Purchaser is entitled to terminate this Agreement pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Breach of Non-Solicit].

The Termination Fee shall be paid by the Company to the Purchaser (or as directed by the Purchaser) as follows, by wire transfer of immediately available funds to an account designated by the Purchaser or the Parent, if a Termination Fee Event occurs:

due to a termination of this Agreement by the Company pursuant to Section 7.2(1)(c)(ii) [Superior Proposal], the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Termination Fee Event;

due to a termination of this Agreement by the Purchaser pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Breach of Non-Solicit], Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenant by the Company] (but only where the circumstances giving rise to the Purchaser or the Parent’s right to terminate this Agreement was due solely to Willful Breach or fraud) or the circumstances set forth in Section 8.2(2)(d), the Termination Fee shall be paid within five (5) Business Days following such Termination Fee Event; or

in the circumstances set out in Section 8.2(2)(c) [Acquisition Proposal Tail], the Termination Fee shall be paid prior to or simultaneously with the consummation of the Acquisition Proposal referred to therein.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Reverse Termination Fee Event occurs, the Purchaser shall pay or cause to be paid to the Company the Reverse Termination Fee, by wire transfer of immediately available funds to an account designated by the Company, within two (2) Business Days following the applicable Reverse Termination Fee Event. For greater certainty, in no event shall the Purchaser be obligated to pay the Reverse Termination Fee on more than one occasion.

For the purposes of this Agreement, “Reverse Termination Fee” means $12,000,000 and “Reverse Termination Fee Event” means the termination of this Agreement:

by the Company, (i) pursuant to Section 7.2(1)(c)(i) [Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser] (but only where the circumstances giving rise to the Company’s right to terminate this Agreement was due solely to Willful Breach or fraud) or (ii) pursuant to Section 7.2(1)(c)(iii)[Failure of Purchaser to Consummate]; or

by the Purchaser, pursuant to Section 7.2(1)(b)(iii) [Outside Date], if at the time of termination the Company could have terminated this Agreement (i) pursuant to Section 7.2(1)(c)(i) [Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser] (but only where the circumstances giving rise to the Company’s right to terminate this Agreement was due solely to Willful Breach or fraud), or (ii) pursuant to Section 7.2(1)(c)(iii)[Failure of Purchaser to Consummate].

The Reverse Termination Fee shall be paid by the Purchaser to the Company, by wire transfer of immediately available funds to an account designated by the Company, within two (2) Business Days following the applicable Reverse Termination Fee Event.

Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and out-of-pocket expenditures, which the affected Party will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, but are not penalties, and are proceeds of disposition for the rights of the Purchaser or the Company, as applicable, under this Agreement. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive, including under article 1623 of the Civil Code of Québec. In addition, if the Company fails to pay in a timely manner the Termination Fee in accordance with the express terms of this Agreement, or if the Purchaser fails to pay in a timely manner the Reverse Termination Fee in accordance with the express terms of this Agreement, then (a) the applicable Party shall reimburse the other Party for all reasonable out-of-pocket costs and expenses (including disbursements and fees of outside legal counsel) incurred in the collection of the Termination Fee or the Reverse Termination Fee, as applicable, including in connection with any related Proceedings commenced and (b) the applicable Party shall pay to the other Party interest on the Termination Fee or the Reverse Termination Fee, as applicable, from and including the date payment of the Termination Fee or the Reverse Termination Fee, as applicable, was due to but excluding the date of actual payment at the prime rate in effect on the date the Termination Fee or Reverse Termination Fee, as applicable, was required to be made.

Subject to the Parent and the Purchaser’s right to injunctive and other equitable relief or other form of specific performance in accordance with Section 8.8 and except in the case of Willful Breach, in the event the Termination Fee is paid to the Purchaser or the Parent to the extent such fee is payable, such payment of the Termination Fee shall be the sole and exclusive remedy of the Parent and the Purchaser against the Company and any of its affiliates and any of their respective former, current or future directors, officers, employees, affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling Persons, managers, members or agents (collectively, the “Company Related Parties”) for any loss suffered as a result of the failure of the Arrangement or the transactions contemplated hereby to be consummated or for a breach or failure to perform any obligations required to be performed under this Agreement or otherwise relating to or arising out of this Agreement or the Arrangement, and upon payment of such amount none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Arrangement, and the Parent and the Purchaser shall not seek to obtain any recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, against any Company Related Parties in connection with this Agreement or the transactions contemplated by this Agreement. In no event shall the Company or any Company Related Parties be required to pay damages under this Agreement (other than, for the avoidance of doubt, the Termination Fee to the extent payable) and under no circumstances will the collective monetary damages payable by the Company or (without expanding any liability thereof) any Company Related Parties for breaches under this Agreement (taking into account the payment of the Termination Fee pursuant to this Agreement) or any related Contracts or other agreements under any circumstances exceed the Termination Fee in the aggregate for all such breaches.

In the event the Reverse Termination Fee is paid to the Company in accordance with Section 8.2(5), such payment of the Reverse Termination Fee shall be the sole and exclusive remedy of the Company against the Purchaser and any of its affiliates and any of their respective former, current or future directors, officers, employees, affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling Persons, managers, members or agents (collectively, the “Purchaser Related Parties”) and the Debt Financing Related Parties for any loss suffered as a result of the failure of the Arrangement or the transactions contemplated hereby to be consummated or for a breach or failure to perform any obligations required to be performed under this Agreement or otherwise relating to or arising out of this Agreement or the Arrangement, and upon payment of such amount none of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Arrangement (except that the Purchaser and certain of the Purchaser Related Parties shall also be obligated with respect to, and the Company may be entitled to remedies with respect to, the reimbursement and indemnity obligation set forth under Section 4.6(4) and Section 4.8(2)), and the Company shall not seek to obtain any (i) recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, against any Purchaser Related Parties in connection with this Agreement or the transactions contemplated by this Agreement, or the Debt Financing Related Parties in connection with the Debt Financing or this Agreement, or the transactions contemplated thereby and herein (or as a result of a breach of failure to perform hereunder, in any case whether recklessly, knowingly, willfully, intentionally, unintentionally or otherwise) or (ii) seek to enforce the Closing through injunctive relief or other equitable means. In no event shall the Purchaser or any Purchaser Related Parties be required to pay damages under this Agreement (other than, for the avoidance of doubt, the Reverse Termination Fee to the extent payable) and under no circumstances will the collective monetary damages payable by the Purchaser or (without expanding any liability thereof) any Purchaser Related Parties for breaches under this Agreement (taking into account the payment of the Reverse Termination Fee pursuant to this Agreement) or any related Contracts or other agreements under any circumstances exceed the Reverse Termination Fee in the aggregate for all such breaches.

Each Party agrees, on behalf of itself and its affiliates and Representatives, that all actions, claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (A) this Agreement or any other agreement referenced herein or the transactions contemplated hereunder or thereunder, (B) the negotiation, execution or performance of this Agreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (C) any breach or violation of this Agreement or any other agreement referenced herein, and (D) any failure of any of the transactions contemplated hereunder or any other agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement, and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its affiliates and Representatives, that no recourse under this Agreement or any other agreement referenced herein or in connection with any of the transactions contemplated hereby or thereby shall be sought or had against any other Person, including any Purchaser Related Party, any Debt Financing Related Party and any Company Related Party, and no other

to the Purchaser or the Parent at:

to the Company at:

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for proof of damages or for the securing or posting of any bond in connection with the obtaining of any such relief. The rights set forth in this Section 8.8, including rights of specific performance and enforcement, are in addition to any other remedy to which the Parties may be entitled at Law or in equity, subject to Section 8.3(2). None of the Parties shall object to the granting of injunctive relief, specific performance or other equitable relief on the basis that there exists an adequate remedy at law. Notwithstanding anything contained in this Agreement, in no event shall the Company or the Company Related Parties be entitled to directly or indirectly seek the remedy of specific performance against any Debt Financing Source or Debt Financing Related Parties in their capacity as a lender, investor, arranger, purchaser or otherwise in connection with the Debt Financing or otherwise in connection with this Agreement or the Arrangement.

Each Party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the Parties further agree that (a) by seeking the remedies provided for in this Section 8.8, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including monetary damages), and (b) nothing set forth in this Section 8.8 shall require any Party hereto to institute any Proceeding for (or limit any Party’s right to institute any Proceeding for) specific performance under this Section 8.8 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal Proceeding pursuant to this Section 8.8 or anything set forth in this Section 8.8 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter; provided that the parties acknowledge and agree that, while the Company may pursue a grant of specific performance prior to the valid termination of this Agreement, following the valid termination of this agreement, under no circumstances shall the Company be permitted or entitled to seek a grant of specific performance to cause the Closing to occur.

Except as provided in Section 2.4(5), Section 4.6(4), Section 4.8(2), Section 4.12, and Section 8.3(2) and which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.9 as the “Third Party Beneficiaries”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding.

Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Section 2.4(5), Section 4.6(4), Section 4.8(2) and Section 4.12 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his, her or their heirs and legal Representatives, and, in respect of the Third Party Beneficiaries identified as being entitled to indemnification under Section 2.4(5), Section 4.6(4), Section 4.8(2) and Section 4.12, the Company confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf.

Each of the Parties acknowledges to each of the Debt Financing Sources that, as a Third Party Beneficiary, their direct rights against it under Section 8.1(3), Section 8.3(3), Section 8.3(4), Section 8.8(1), this Section 8.9(3), Section 8.12(2), and Section 8.20 are intended for the benefit of, and shall be enforceable by, each of the Debt Financing Sources, its heirs, its successors and assigns and its legal Representatives.

This Agreement will be binding upon and enure to the benefit of the Company, the Parent and the Purchaser and their respective successors and permitted assigns.

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, except that the Purchaser or the Parent may collaterally assign all or any portion of its rights hereunder to any Debt Financing Sources and may assign all or any portion of its rights and obligations under this Agreement to any of its controlled affiliates, including to permit such controlled affiliate to acquire, instead of the Purchaser, all or part of the Shares to be acquired pursuant to the terms of this Agreement, the whole as provided for under the Plan of Arrangement, provided, however, that no such assignments shall relieve the Purchaser or the Parent, as applicable, of its obligations hereunder.

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Québec courts situated in the City of Montreal and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum.

The Parties acknowledge and confirm that the disclosure of, requests for, and access to, Transferred Information are limited to what is necessary for the purposes of determining if the Parties will proceed with the transactions contemplated herein, and that the disclosure of, and access to, Transferred Information relates solely to the completion of the transactions contemplated herein.

The Company, and on behalf of its Subsidiaries and affiliates, represents and warrants that it is communicating the Transferred Information to Purchaser and Parent in compliance with Privacy and Data Security Laws for the purposes in set out in this Agreement.

In addition to its other obligations hereunder, the Purchaser and the Company for itself, and on behalf of its Subsidiaries, covenants and agrees as follows:

prior to the completion of the transactions contemplated herein, the Purchaser shall (i) Process the Transferred Information in compliance with Privacy and Data Security Laws and solely to the extent necessary for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions, and (ii) shall protect the confidentiality of the Transferred Information;

if the transactions contemplated herein do not proceed, the Purchaser shall return the Transferred Information to the Company or destroy it at the election of the Company, within a reasonable time;

after the completion of the transactions contemplated herein, the Purchaser shall continue to use or disclose or otherwise Process the Transferred Information in compliance with applicable Privacy and Data Security Laws; and

where required by applicable Privacy and Data Security Law, the Purchaser shall, within a reasonable time after the conclusion of the transactions contemplated herein, notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Purchaser as a result of such transactions.

Notwithstanding anything herein to the contrary, the Parties hereby agree that (i) neither any lender providing Debt Financing in connection with the transactions contemplated herein, any existing lender to the Parent or its affiliates, nor, in each case, any such lender’s or its affiliates’ former, current and future equityholders, members, partners, employees, officers, directors, managers, controlling persons, attorneys, agents, advisors or other representatives or the heir, executor, successor or assign of any of the foregoing (in each case, other than to the extent any such Person is the Parent) (collectively, the “Debt Financing Sources”) shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 8.20 shall limit the liability or obligations of such Debt Financing Sources under any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source) and (ii) only the Parent and the other parties to any debt commitment letter, the fee letter related thereto, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any such agreement.

Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (i) agrees that it will not bring, permit any of its Affiliates to bring or support any Person in any action of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Sources in any way arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter, any related fee letter or the performance thereof or the financings contemplated thereby or the transactions contemplated hereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) involving any of the Debt Financing Sources arising out of or in any way relating to this Agreement, the Debt Commitment Letter, any related fee letter or the performance thereof or the financings contemplated thereby or the transactions contemplated hereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether at law or in equity, whether in contract or in tort or otherwise) arising out of or relating in any way to the Debt Commitment Letter, any related fee letter or the performance thereof or the financings contemplated thereby or the transactions contemplated hereby.

Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

Currency. All references to dollars or to $ are references to U.S. dollars, unless specified otherwise.

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

Certain Phrases and References, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article” and “Section”, followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms “Plan of Arrangement”, “hereof”, “herein” and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

Statutory References. Except as otherwise provided in this Plan of Arrangement, (a) any reference in this Plan of Arrangement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, re-enacted or replaced.

Agreement References. Any reference in this Plan of Arrangement to the Arrangement Agreement or any other agreement or document includes, and is a reference to, the Arrangement Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated or replaced and includes all schedules, annexes appendices and other attachments to it.

Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Date for Any Action. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan of Arrangement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

Time References. References to time are to local time, Montreal, Québec.

notwithstanding the terms of the Shareholder Rights Plan, the Shareholder Rights Plan shall be terminated, and all rights issued pursuant to the Shareholder Rights Plan shall be cancelled without any payment in respect thereof;

notwithstanding the terms of the Investor Rights Agreement, the Investor Rights Agreement shall be terminated;

each Option outstanding immediately prior to the Effective Time with an Exercise Price per Share that is less than the Cash Consideration that has not yet vested in accordance with its terms shall be accelerated so that such Option becomes exercisable, notwithstanding the terms of the Share Option Plan or any award or similar agreement pursuant to which such Option was granted or awarded, immediately following which each such Option that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the Cash Consideration less the applicable Exercise Price in respect of such Option, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such Option shall immediately be cancelled and all of the Company’s obligations with respect to such Option shall be deemed to be fully satisfied;

each Option outstanding immediately prior to the Effective Time with an Exercise Price per Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Maximum Milestone Payments Amount (an “Underwater Option”) that has not yet vested in accordance with its terms shall be accelerated so that such Option becomes exercisable, notwithstanding the terms of the Share Option Plan or any award or similar agreement pursuant to which such Option was granted or awarded, immediately following which each such Option that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such Option shall immediately be cancelled and all of the Company’s obligations with respect to such Option shall be deemed to be fully satisfied; provided that each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to a maximum amount in cash equal to the amount by which the Cash Consideration plus the Maximum Milestone Payments Amount exceeds the Exercise Price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the Contingent Value Rights Agreement. For greater certainty, where the Exercise Price of any Option is greater than or equal to the Cash Consideration plus the Maximum Milestone Payments Amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option the Consideration or any other amount in respect of such Option, and the Option shall be immediately cancelled;

each SAR outstanding immediately prior to the Effective Time with an Exercise Price per Share that is less than the Cash Consideration that has not yet vested in accordance with its terms shall be accelerated so that such SAR becomes exercisable, notwithstanding the terms of the SAR Plan or any award or similar agreement pursuant to which any SARs were granted or awarded, immediately following which each such SAR that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the Cash Consideration less the applicable Exercise Price in respect of such SAR, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such SAR shall immediately be cancelled and all of the Company’s obligations with respect to such SAR shall be deemed to be fully satisfied;

each SAR outstanding immediately prior to the Effective Time with an Exercise Price per Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Maximum Milestone Payments Amount (an “Underwater SAR”) that has not yet vested in accordance with its terms shall be accelerated so that such SAR becomes exercisable, notwithstanding the terms of the SAR Plan or any award or similar agreement pursuant to which such SAR was granted or awarded, immediately following which each such SAR that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such SAR shall immediately be cancelled and all of the Company’s obligations with respect to such SAR shall be deemed to be fully satisfied; provided that each CVR issued to a holder in respect of an Underwater SAR shall only entitle such holder to a maximum amount in cash equal to the amount by which the Cash Consideration plus the Maximum Milestone Payments Amount per CVR exceeds the Exercise Price per Share of such Underwater SAR, if payable and as otherwise determined in accordance with the Contingent Value Rights Agreement. For greater certainty, where the Exercise Price of any SAR is greater than or equal to the Cash Consideration plus the Maximum Milestone Payments Amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such SAR the Consideration or any other amount in respect of such SAR, and the SAR shall be immediately cancelled;

each Warrant outstanding immediately prior to the moment that is immediately prior to the Effective Time that has not yet vested in accordance with its terms shall be accelerated so that such Warrant becomes exercisable, notwithstanding the terms of the Warrants or any award or similar agreement pursuant to which any Warrants were granted or awarded, immediately following which each Warrant that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the amount (if any) by which the Cash Consideration exceeds the Exercise Price of such Warrant, multiplied by the fraction of Share that such Warrant entitles the holder to purchase, being one fourth (1/4) of a Share, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR, issued by the Purchaser on behalf of the Company, for every four (4) Warrants, with any fractions rounded down to the nearest whole with no further compensation for any loss of such fractional part of a CVR, less any applicable withholdings pursuant to Section 4.3, and each such Warrant shall immediately be cancelled and all of the Company’s obligations with respect to each such Warrant shall be deemed to be fully satisfied. For greater certainty, where the foregoing amount is equal to zero or negative for any such Warrant, neither the Company nor the Purchaser shall be obligated to pay the holder of such Warrant the Cash Consideration or any other amount in respect of such Warrant, and the Warrant shall be immediately cancelled;

each director of the Company shall resign from, and shall be deemed to have immediately resigned from, the Board and the board of directors of any Subsidiary;

each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the DSU Plan or any award or similar agreement pursuant to which any DSUs were granted or awarded, as applicable, be deemed to have vested;

each whole DSU that remains outstanding shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to (i) the Cash Consideration, in each case, with such amounts to be paid to the applicable holders in accordance with Section 4.1(3) less any applicable withholdings pursuant to Section 4.3 and (ii) one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and each such DSU shall immediately be cancelled and all of the Company’s obligations with respect to each such DSU shall be deemed to be fully satisfied;

each fractional DSU that remains outstanding (if any) shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company in exchange for an amount in cash from the Company equal to the Cash Consideration multiplied by the applicable fraction of a DSU held by the applicable holder, in each case, with such amounts to be paid to the applicable holders in accordance with Section 4.1(3) less any applicable withholdings pursuant to Section 4.3 and each such fractional DSU shall immediately be cancelled and all of the Company’s obligations with respect to each such fractional DSU shall be deemed to be fully satisfied;

(i) each former holder of Incentive Securities shall cease to be a holder of such Incentive Securities, (ii) such holder’s name shall be removed from each applicable register, (iii) the Incentive Plans and any and all option, award or similar agreements relating to the Incentive Securities shall be terminated and shall be of no further force and effect, and (iv) each such holder shall cease to have any rights as a holder in respect of such Incentive Securities or under the Incentive Plans and have only the right to receive the consideration, if any, to which it is entitled pursuant to this Section 2.3, at the time and in the manner specified in this Plan of Arrangement;

each Exchangeable Subscription Receipt that is not exchanged into Shares immediately prior to the Effective Time and that remains outstanding shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company, free and clear of all Liens, in exchange for (i) the Exchangeable Receipt Cash Consideration with such amount to be paid to the holder in accordance with Section 4.1(2) less any applicable withholdings pursuant to Section 4.3 and (ii) one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and each such Exchangeable Subscription Receipt shall immediately be cancelled and all of the Company’s obligations with respect to each such Exchangeable Subscription Receipt shall be deemed to be fully satisfied;

each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to be transferred without any further action by or on behalf of the holder thereof to the Purchaser, free and clear of all Liens, and:

such Dissenting Holder shall cease to be the holder of such Share and to have any rights as a Shareholder, other than the right to be paid the fair value of such Share by the Purchaser in accordance with Section 3.1;

such Dissenting Holder’s name shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof;

concurrently with the step set forth in Section 2.3(14), each outstanding Share (for greater certainty, other than the Shares held by Dissenting Holders who have validly exercised their respective Dissent Rights) shall be transferred without any further action by or on behalf of the holder thereof, to the Purchaser, free and clear of all Liens, in exchange for the Cash Consideration, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR, less any applicable withholdings pursuant to Section 4.3, and:

the holder of such Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to be receive the Consideration in accordance with this Plan of Arrangement;

such holder’s name shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and

the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Company as the holder of the Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

Registered holders of Shares as of the record date of the Meeting may exercise dissent rights with respect to all of their Shares (including, insofar as concerns Shareholders also holding Exchangeable Subscription Receipts, Shares to be issued pursuant to the exchange thereof pursuant to the terms of such securities for the purpose of participating to the Arrangement) (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Chapter XIV – Division I of the QBCA, as modified by the Interim Order, any other order of the Court and this Section 3.1, provided that the written objection to the Arrangement Resolution referred to in Section 376 of the QBCA must be received by the Company no later than 5:00 p.m. two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time) and must otherwise comply with the requirements of the QBCA.

Each Dissenting Holder who duly exercises Dissent Rights shall be deemed to have transferred the Shares held by such holder to the Purchaser, free and clear of all Liens, as provided in Section 2.3(14), and if such holder is ultimately:

entitled to be paid fair value for such Shares, (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(14)), (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser, less any applicable withholdings, which fair value, notwithstanding anything to the contrary in the QBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised Dissent Rights in respect of such Shares; or

not entitled, for any reason, to be paid the fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(15), less any applicable withholdings.

In no case shall the Company, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person (a) is the registered holder of those Shares in respect of which such rights are sought to be exercised as of the record date of the Meeting and as of the deadline for exercising Dissent Rights and (b) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.

In no case shall the Company, the Purchaser or any other Person be required to recognize any holder of Shares who exercises Dissent Rights as a holder of such Shares after the completion of the transfer under Section 2.3(14) and the names of such Dissenting Holders shall be removed from the registers of holders of Shares at the same time as the event described in Section 2.3(14) occurs.

Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(15), less any applicable withholdings.

In addition to any other restrictions under Chapter XIV – Division I of the QBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of Incentive Securities (in their capacity as holders of Incentive Securities); and (b) Shareholders who vote or have instructed a proxyholder to vote Shares in favour of the Arrangement Resolution or who abstained from voting on the Arrangement Resolution.

The Purchaser shall, following receipt of the Final Order and prior to the filing of the Articles of Arrangement, (i) provide, or cause to be provided to, the Depositary sufficient funds to satisfy the aggregate Cash Consideration payable to the Shareholders and the aggregate Exchangeable Receipt Cash Consideration payable to the holder of Exchangeable Subscription Receipts pursuant to this Plan of Arrangement, with the amount per Share for Shares in respect of which Dissent Rights have been exercised being deemed to be the Cash Consideration for this purpose, net of any applicable withholdings pursuant to Section 4.3 for the benefit of the Shareholders or other securityholders, which funds shall be held by the Depositary in escrow as agent and nominee for such Shareholders and securityholders and (ii) enter into the Contingent Value Rights Agreement and issue the CVRs and (iii) if requested by the Company, provide the Company with sufficient funds, in the form of a loan to the Company (on terms and conditions to be agreed by the Company and the Purchaser, acting reasonably), to allow the Company to effect the payments set forth in Section 4.1(3) (including any payroll Taxes in respect thereof).

Upon surrender to the Depositary of a direct registration statement (DRS) advice (a “DRS Advice”) or a certificate which immediately prior to the Effective Time represented outstanding Shares or Exchangeable Subscription Receipts that were transferred pursuant to Section 2.3(13) or Section 2.3(15), as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the registered Shareholders or securityholders represented by such surrendered DRS Advice or certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash payment and CVRs to which such holder has the right to receive under this Plan of Arrangement for such Shares or Exchangeable Subscription Receipts, without interest, less any amounts withheld pursuant to Section 4.3, and any DRS Advice or certificate so surrendered shall forthwith be cancelled.

As soon as practicable after the Effective Time, the Purchaser shall cause the Company, or the relevant Subsidiary of the Company, to deliver to each former holder of Options, Warrants, SARs and DSUs, the cash payment and CVRs, if any, net of applicable withholdings pursuant to Section 4.3, that such holder is entitled to receive under this Plan of Arrangement, either (other than with respect to a CVR) (i) pursuant to the normal payroll practices and procedures of the Company, or the relevant Subsidiary of the Company, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company, or the relevant Subsidiary of the Company, is not practicable for any such holder, by cheque (delivered to the address of such holder of Options, Warrants, SARs or DSUs, as reflected on the register maintained by or on behalf of the Company in respect of the Options, Warrants, SARs and DSUs) or such other means as the Company may elect; provided, that to the extent any such amount relates to an Incentive Security that is nonqualified deferred compensation subject to Section 409A of the Code, the Company or the relevant Subsidiary of the Company, shall pay such amounts, without interest and subject to applicable withholding Taxes, at the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such Incentive Security that shall not trigger a Tax or penalty under Section 409A of the Code. Notwithstanding that amounts under this Plan of Arrangement are calculated in Canadian dollars, the Company is entitled to make the payments contemplated in this Section 4.1(3) in the applicable currency in respect of which the Company customarily makes payment to such holder by using the applicable Bank of Canada daily exchange rate in effect on the date that is five (5) Business Day immediately preceding the Effective Date.

Until surrendered as contemplated by this Section 4.1, each DRS Advice or certificate that immediately prior to the Effective Time represented Shares or Exchangeable Subscription Receipts shall be deemed after the Effective Time to represent only the right to receive upon such surrender the cash payment and the CVRs which the holder is entitled to receive in lieu of such DRS Advice or certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such DRS Advice or certificate formerly representing Shares or Exchangeable Subscription Receipts not duly surrendered on or before the sixth (6^th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares or Exchangeable Subscription Receipts of any kind or nature against or in the Company or the Purchaser. On such date, all cash payments to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

Any payment made by the Depositary (or the Company or any of its Subsidiaries, as applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company) on or before the sixth (6^th) anniversary of the Effective Time or that otherwise remains unclaimed on the sixth (6^th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth (6^th) anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares, Exchangeable Subscription Receipts, the Warrants, and the Incentive Securities in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

No holder of Shares, Exchangeable Subscription Receipts, Warrants or Incentive Securities shall be entitled (following the completion of this Plan of Arrangement) to receive any consideration with respect to such Shares, Exchangeable Subscription Receipts, Warrants or Incentive Securities other than the applicable consideration, if any, which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such holder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than, in respect of Shares and Exchangeable Subscription Receipts, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Company with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Shares, Exchangeable Subscription Receipts or Warrants that were transferred pursuant to Section 2.3.

Notwithstanding anything in this Plan of Arrangement to the contrary, in the event it shall be determined that any payment or distribution by the Company to an executive of the Company or for any such executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Plan of Arrangement or otherwise) (the “Payments”) would be subject to the excise Tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by an executive with respect to such excise Tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the executive retaining a larger amount, on an after-Tax basis (taking into account federal, state and local income Taxes and the imposition of the Excise Tax), than if the executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.

The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (a) be set out in writing, (b) be approved by the Company and the Purchaser, each acting reasonably, (c) be filed with the Court, and, if made following the Meeting, approved by the Court, and (d) communicated to the Shareholders if and as required by the Court.

Any amendment, modification and/or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication to the Shareholders, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the Meeting and prior to the Effective Time with the approval of the Court, and, if and as required by the Court, after communication to the Shareholders.

Notwithstanding anything to the contrary contained herein, the Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time without the approval of the Court or the Shareholders, provided that each such amendment, modification and/or supplement (a) must concern a matter which, in the reasonable opinion of each of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (b) is not adverse to the economic interests of any Shareholders, the holder of Exchangeable Subscription Receipts, holders of Warrants or holders of Incentive Securities.

The arrangement (as may be amended, supplemented or varied, the “Arrangement”) under Chapter XVI – Division II of the Business Corporations Act (Québec) (the “QBCA”) of Theratechnologies Inc. (the “Company”), pursuant to the arrangement agreement (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”) among the Company, the Parent and the Purchaser dated July 2, 2025, all as more particularly described and set forth in the management information circular of the Company dated •, 2025 (the “Circular”) and as it may from time to time be amended, modified or supplemented in accordance with the Arrangement Agreement, and all transactions contemplated thereby, are hereby authorized, approved and adopted.

The plan of arrangement (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms, the “Plan of Arrangement”), the full text of which is set out as Appendix • to the Circular, is hereby authorized, approved and adopted.

The (i) Arrangement Agreement and all transactions contemplated therein, (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement, (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, and (iv) the Company’s application for an interim order from the Superior Court of Québec (the “Court”), are hereby ratified, authorized and approved.

The Company is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Shareholders”) or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without further notice to or approval of the Shareholders, (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

Any one director or officer of the Company, acting alone, is hereby authorized and directed for and on behalf of the Company to make or cause to be made an application to the Court for an order approving the Arrangement and to execute and deliver, or cause to be executed and delivered, for filing with the Enterprise Registrar under the QBCA, the articles of arrangement and all such other documents and instruments as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement or any such other document or instrument.

Any one director or officer of the Company, acting alone, is hereby authorized and directed for and on behalf of the Company to execute and deliver or cause to be executed and delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

Organization and Qualification.

Corporate Authorization.

Execution and Binding Obligation.

Governmental Authorization.

No Conflict/Non-Contravention.

assuming compliance with the matters referred to in Paragraph (2) above, contravene, conflict with, or result in any violation or breach of the Constating Documents of the Company or any of its Subsidiaries;

assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law applicable to the Company or its Subsidiaries;

except as set out in Section 3.1(5)(c) of the Company Disclosure Letter and assuming compliance with the matters referred to in Paragraph (4) above, require any consent or notice to or approval by any Person under, or constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any Material Contract or any Material Authorization of the Company or any of its Subsidiaries; or

result in the creation or imposition of any Lien (other than Permitted Liens or as contemplated by this Agreement in connection with a Debt Financing) upon any of the Company Assets;

Capitalization.

The authorized capital of the Company consists of (i) an unlimited number of Shares, of which 45,980,019 Shares are issued and outstanding as of the date of this Agreement, and (ii) an unlimited number of preferred shares, issuable in series, of which none are issued and outstanding as of the date of this Agreement. Except as disclosed in Section 3.1(6) of the Company Disclosure Letter, no Person, firm or company has any agreement or option, or right or privilege (whether preemptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or any of its Subsidiaries of any unissued Shares or any shares of its Subsidiaries or any right to convert any obligation into or exchange any Shares or any of its Subsidiaries, or for the purchase or acquisition of any Shares, material assets or material property of the Company or any of its Subsidiaries.

As of the date hereof, there are 3,381,816 Exchangeable Subscription Receipts issued and outstanding and 5,000,000 Warrants issued and outstanding, allowing for the purchase of an aggregate of 1,250,000 Shares at a price of $2.30 per Share.

As of the date hereof, there are 5,627,565 Options, 14,375 SARs and 16,443 DSUs issued and outstanding. Section 3.1(6)(c) of the Company Disclosure Letter contains a complete and accurate list of all Incentive Securities issued and outstanding as of the date hereof, including, with respect to each such Incentive Security, a unique identifier for the holder, the date of grant, the Incentive Plan pursuant to which such award was granted, the number of Shares covered by such Incentive Securities and, in the case of Options and SARs, the per-share exercise price of the Option or SAR. There are no accrued or unpaid dividends or dividend equivalent rights with respect to any Incentive Securities.

All of the issued and outstanding Shares have been validly issued as fully paid and non-assessable, and all Shares issuable upon the exchange or exercise of Options, Exchangeable Subscription Receipts and Warrants have been duly authorized and, upon issuance pursuant to the terms of such instruments, shall be validly issued as fully paid and non-assessable.

All outstanding Shares, Exchangeable Subscription Receipts, Warrants and Incentive Securities have been duly authorized by the Board and have been issued or granted in compliance with all applicable Laws (including Securities Laws).

Except as disclosed in Section 3.1(6)(f) of the Company Disclosure Letter, and except for the Exchangeable Subscription Receipts, Warrants and Incentive Securities, there are no options, convertible securities or other rights requiring, or which may require, whether or not subject to conditions, the issuance or sale by the Company or any of its Subsidiaries of any securities of the Company or any of its Subsidiaries, including Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries.

Except as disclosed in Section 3.1(6)(g) of the Company Disclosure Letter, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company’s or any Subsidiary’s securities, or register or qualify securities for public distribution or listing in Canada, the United States or elsewhere. Other than the Shares, there are no securities or other instruments or obligations of the Company or of any of its Subsidiaries that carry (or which are convertible into, or exchangeable for, securities having) the right to vote generally with the Shareholders on any matter.

Shareholders’ and Similar Agreements.

Subsidiaries.

A true and complete list of all Subsidiaries as of the date hereof of the Company is set out in Section 3.1(8)(a) of the Company Disclosure Letter, setting forth: (i) its name and form of organization, (ii) its governing jurisdiction, (iii) the number and type of its outstanding equity securities and (iv) the beneficial owner thereof.

Except for the shares or other equity interests directly or indirectly owned by the Company in any of its Subsidiaries, the Company does not own any direct or indirect equity interest of any kind in any Person.

The Company directly or indirectly owns all of the issued and outstanding shares and other interests (including partnership interests, however divided) of each of its Subsidiaries, free and clear of any Liens (other than Permitted Liens), and all of the issued and outstanding shares or interests directly or indirectly owned by the Company have been duly authorized and validly issued and are fully paid and non-assessable shares or interests.

No shares or interests in the Subsidiaries have been issued in violation of any Law, the applicable Subsidiary’s Constating Documents or any pre-emptive or similar rights.

Securities Law Matters.

The Company is a “reporting issuer” under Securities Laws in each of the provinces of Canada. The Shares are registered under Section 12 of the Exchange Act. The Shares are listed and posted for trading on the Exchanges. The Company does not have any securities listed or posted for trading on any securities exchange other than the Exchanges. The Company is not in default of any material requirements of any Securities Laws.

None of the Company’s Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction.

The Company has not taken any action to cease to be a “reporting issuer” (or the equivalent) in any province or territory of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No Proceeding or Order for the delisting, suspension of trading or cease trade or other Order or restriction with respect to any securities of the Company is in effect or, to the knowledge of the Company, has been threatened, is pending or is expected to be implemented or undertaken (other than as contemplated by Section 4.14) and, except as disclosed in Section 3.1(9)(c) of the Company Disclosure Letter, to the knowledge of the Company, the Company is not subject to any formal review, inquiry, investigation or other Proceeding relating to any such Order or restriction.

The Company has timely filed or furnished with the Securities Authorities and the Exchanges all material forms, reports, schedules, statements and other documents required to be filed or furnished by the Company with the Securities Authorities since December 1, 2023. The documents comprising the Company Filings, as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), complied as filed in all material respects with applicable Law and did not contain any Misrepresentation. The Company has not filed any confidential material change report or other confidential filing with any Securities Authority which at the date of this Agreement remains confidential. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Company Filings, and, to the knowledge of the Company, none of the Company Filings are subject to ongoing SEC review. As of the date of this Agreement, neither the Company

Financial Statements.

The audited consolidated financial statements as at and for the fiscal years ended November 30, 2024 and 2023 (including, in each case, the notes or schedules to and the auditor’s report on such financial statements) and the unaudited consolidated interim financial statements of the Company as at and for the three months ended February 28, 2025 (including the notes or schedules to such financial statements) included in the Company Filings (i) were prepared in accordance with IFRS, consistently applied throughout the periods referred to therein (except as set forth in such statements or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments) and Law, (ii) complied as to form in all material respects with applicable accounting requirements in Canada, and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated financial performance and its consolidated cash flows for the respective periods or as of the respective dates set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in accordance with IFRS and there have been no changes in accounting methods, policies, or practices of the Company or any of its Subsidiaries since November 30, 2023. Since November 30, 2023, there has been no material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal controls.

The Company does not intend to correct or restate, nor, to the knowledge of the Company, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in Paragraph (10)(a). Neither the Company nor any Subsidiary is a party to or bound by, or has any commitment to become party to, any joint-venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any Subsidiary, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the United States Securities Act of 1933), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary in the Company Filings (including any audited financial statements and unaudited consolidated interim financial statements of the Company included therein).

The financial Books and Records of the Company have been maintained, in all material respects, in accordance with IFRS, (ii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries, and (iii) accurately and fairly reflect in all material respects the basis for the Company’s financial statements.

Disclosure Controls and Internal Control over Financial Reporting.

The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act and in NI 52-109) which are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company has established and maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act and in NI 52-109) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since December 1, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

To the knowledge of the Company, there is no “material weakness” (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of the Company’s internal control over financial reporting or fraud, whether or not material, that involves management or other Employees who have a significant role in the internal control over financial reporting of the Company.

To the knowledge of the Company, neither of the Company, any of its Subsidiaries, nor any of its or their respective directors or officers has received or otherwise obtained knowledge of any material Proceeding regarding accounting, internal accounting controls or auditing matters, including any material Proceeding alleging that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its Employees, auditors or accountants regarding questionable accounting or auditing matters.

Auditors.

No Material Undisclosed Liabilities.

Transactions with Directors, Officers, Employees, etc.

No “Collateral Benefit”.

Absence of Certain Changes or Events.

Compliance with Laws.

Compliance with Manufacturing and Distribution Laws.

Authorizations and Licenses.

Regulatory Filings.

Clinical Studies.

Opinions of Financial Advisors.

Brokers.

Board and Special Committee Approval.

The Special Committee, after consultation with and receiving advice from its financial advisor and outside legal counsel, has unanimously recommended that the Board approve the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution.

The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, after receiving advice from its financial advisor and outside legal counsel in evaluating the Arrangement, has unanimously: (i) determined that the Consideration to be received by the Shareholders pursuant to the Arrangement and this

Material Contracts.

Section 3.1(25)(a) of the Company Disclosure Letter sets out a true, correct and complete list of all Material Contracts, including all material amendments, assignments and supplements thereto as of the date hereof, which have been provided in the Data Room.

Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company or one or more of its Subsidiaries, as applicable, in accordance with its terms, subject to any limitation on enforcement under Law relating to (i) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

As of the date hereof, neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any other party to a Material Contract, is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such breach or default, nor has the Company or any of its Subsidiaries received any written notice alleging that it is in material breach or default of any Material Contract.

As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any material breach or default by the counterparty under any Material Contract. To the knowledge of the Company, there does not exist any condition which with the passage of time or the giving of notice or both would result in any material breach or default under any Material Contract by any other party to a Material Contract.

None of the Company or any of its Subsidiaries has received any written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify in a materially prejudicial manner or not renew its relationship with the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such action is pending or has been threatened.

Real Property.

The Company and its Subsidiaries do not own and have never owned any real or immovable property.

The Company has made available to Parent true, correct and complete copies of each Company Lease. Section 26(b) of the Company Disclosure Letter sets forth a list of each Company Lease, which list includes the address of each parcel of property subject to a Company Lease and the date and name of the parties to such Company Lease.

With respect to each Company Lease:

no security deposit or portion thereof deposited with respect to such Company Lease has been applied in respect of a breach or default under such Company Lease which has not been redeposited in full; and

the other party to such Company Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries.

The Company Leased Property comprises all of the real property used in, or otherwise related to, the operation of the business of the Company, as currently conducted. The Company Leased Property is sufficient for the continued conduct of the business of the Company after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all other real property necessary to conduct the business of the Company as currently conducted.

Except as set forth on Section 26(e), (i) there are no rents owed, occupancy rights, leases, licenses or tenancies presently affecting the Company Leased Property; (ii) there is no option to purchase, right of first offer, right of first refusal or other provision granting the Company, its affiliates or Subsidiaries, or, to the Company’s knowledge, any other Person any right to acquire the Company Leased Property; (iii) the Company does not owe, nor will the Company owe in the future, any brokerage commissions or

There is no assessment presently outstanding or unpaid for local improvements or otherwise which has or may become a Lien against the Company Leased Property. Further, the Company does not know of any public improvements which are contemplated to be made and/or which have not heretofore been completed, assessed and paid for.

All permanent certificates of occupancy and all other material Authorizations, consents and certificates required by all Governmental Entities having jurisdiction and the requisite certificates of the local board of fire underwriters (or other body exercising similar functions) have been issued for, and in connection with the operation of, the Company Leased Property, have been paid for, and are in full force and effect.

To the knowledge of the Company, there are no agreements, consent orders, decrees, judgments, licenses, Authorizations, conditions or other directives, issued by a Governmental Entity or court that restrict the future use, or require any change in the present use, or operations of the Company Leased Property. To the knowledge of the Company, there is no pending or threatened litigation, administrative action or examination, claim, action or demand whatsoever relating to the Company Leased Property.

The occupancy, use and operation of the Company Leased Property is, and for the past five (5) years has been, in compliance with all applicable Laws and permits.

Except as disclosed in Section 3.1(26)(j) of the Company Disclosure Letter, to the knowledge of the Company, there are no defects in the buildings, structures, fixtures and other improvements (the “Improvements”) located on or at the Company Leased Property that would impair or impact the conduct of the business by Parent (or any of its affiliates, including the Company or any of its Subsidiaries) immediately following the Closing. To the knowledge of the Company, the Improvements, and all parts thereof (including building systems), are in good working order and repair and free of any defects which be expected to materially impair or impact the conduct of the business of the Company immediately following the Closing.

During the past five (5) years, neither the Company nor any of its affiliates or Subsidiaries has received any notice from the holder of any mortgage or deed of trust presently encumbering the Company Leased Property, any insurance company which has issued a policy with respect to the Company Leased Property or, from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies in the Company Leased Property or requiring the performance of any repairs, alterations or other work to the Company Leased Property.

All utilities (electrical, gas, storm sewer, sanitary sewer, water, internet, telecommunications and otherwise) currently servicing the Company Leased Property are installed, connected and operating, with all charges paid in full. The Company Leased Property is served by all utilities reasonably required to enable the Company to operate its business in accordance with past practices and there are no inadequacies in any material respect with respect to such utilities.

Movable (Personal) Property.

Intellectual Property.

Section 3.1(28)(a) of the Company Disclosure Letter contains a list of all (a) patents and applications for patents, (b) registered industrial designs and applications for industrial designs, (c) registered or applied for trademarks, business names, and trade names, (d) registered or applied for copyrights, (e) material unregistered trademarks, (f) Software, (g) social media handles, and (h) domain names, in each case owned or exclusively licensed by the Company and/or its Subsidiaries (the “Registered IP”), in each case specifying for each item, as applicable, the owner(s) (and if different, also specifying the owner(s) of record) (and, in the case of domain names, the registrant) and any co-owner(s); jurisdiction of application and/or registration; the application and/or registration number; whether such is listed in the FDA Orange Book, FDA Purple Book or the Canadian Notice of Compliance database; the date of application and/or registration; and the status of application and/or registration. Each item of Registered IP has been duly applied for and registered in accordance with applicable Law, is recorded in the name of the Company or one of its Subsidiaries, and all fees (including all examination, maintenance, and renewal fees), inventor declarations, documents, proofs of working or use, recordations and certificates in connection with such Registered IP currently required to be filed have been filed with the relevant authority for the purposes of prosecuting, maintaining, recording and perfecting such Intellectual Property and the Company’s or its Subsidiary’s ownership interests therein. Each of the patents included in the Registered IP that is included in the Company Owned Intellectual Property properly identifies by name each and every inventor of the claims thereof as determined in accordance with the requirements of the jurisdiction in which such patent is issued or pending.

All rights to the registered and issued Company Owned Intellectual Property are valid, subsisting, and enforceable. Except as disclosed in Section 3.1(28)(b) of the Company Disclosure Letter, (a) the Company and/or its Subsidiaries exclusively owns all Company Owned Intellectual Property and has a license to or otherwise has the right to use pursuant to a valid and enforceable agreement, all Intellectual Property (registered and unregistered) which is used or is necessary for the conduct of its business that is not Company Owned Intellectual Property (collectively, the “Company Intellectual Property”) free of any Liens other than Permitted Liens and any payment obligations, (b) the Company, its Subsidiaries and the operation of the business, does not currently infringe upon, misappropriate, dilute, or otherwise violate the Intellectual Property of others and has not infringed upon, misappropriated, diluted, or otherwise violated the Intellectual Property of others in the last six (6) years, (c) no third party is infringing upon, misappropriating, diluting, or otherwise violating or has infringed upon, misappropriated, diluted, or otherwise violated in the last six (6) years

Each Person who participated in the development of Intellectual Property for the Company or any of its Subsidiaries, including any employee of the Company or its Subsidiary or any third party, has executed written instruments that (i) assign, by way of present assignment, or otherwise obligate such Person to assign, to the Company or applicable Subsidiary, all of such Person’s right, title and interest in, to and associated with such Intellectual Property, except where such rights have vested in the Company or its Subsidiary under operation of Law, (ii) obligate the applicable Person to maintain the confidentiality of any confidential information of the Company or any of its Subsidiaries, and (iii) waive absolutely by present waiver, or otherwise obligate such Person to waive absolutely, all of such Person’s moral rights in, to and associated with such Intellectual Property. Except as disclosed in Schedule 3.1(28)(c) of the Company Disclosure Letter, no current or former affiliate, partner, director, stockholder, officer, member, manager, employee, consultant or contractor of the Company or any of its Subsidiaries, including any Governmental Entity, public or private source, university, college, research center or other educational or research institution, will, after giving effect to the transactions completed hereby retain or have any claim of right or license to, ownership of, or other encumbrance on any Company Intellectual Property. The Company and its Subsidiaries are in possession of, or otherwise have access to, all information and materials used in or necessary for the operation of the business of the Company and its Subsidiaries.

The Company has taken commercially reasonable and appropriate steps to protect and maintain all Company Intellectual Property, including to preserve the security and confidentiality of the Company’s and its Subsidiaries’ confidential information. All trade secrets and other confidential proprietary information forming part of or in relation to the Company Intellectual Property is and remains confidential to the Company or such Subsidiary, as the case may be, except where such trade secret or confidential information has been shared with another party to perform tasks or functions requiring the disclosure of such trade secret or confidential information. The Company and its Subsidiaries are in possession of, or otherwise have access to, all information and materials used in or necessary for the operation of the business of the Company.

Except as disclosed in Section 3.1(28)(e) of the Company Disclosure Letter, no funding, facilities, personnel or resources of any Governmental Entity, university, college, or other educational institution or research organization was used in any development of any Company Intellectual Property or Company products.

Except as disclosed in Section 3.1(28)(f) of the Company Disclosure Letter, no Open Source Software is or has been included, incorporated or embedded in, linked to, combined, distributed or made available with or used in the development, delivery, or provision of any Company Intellectual Property or Company product, in each case, in a manner that (A) subjects any Company Intellectual Property or part thereof to any Copyleft License, (B) creates obligations for the Company or any of its Subsidiaries with respect to Company Intellectual Property or grants to any Person any rights or immunities under Company Intellectual Property, or (C) otherwise imposes any limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use or distribute any Company products or Company Intellectual Property (other than the requirements pertaining to attribution and copyright notices conditions contained in the licenses governing the Open Source Software listed in Section 3.1(28) of the Company Disclosure Letter). The Company and its Subsidiaries have complied with all of the terms and conditions of each applicable license for Open Source Software, including all requirements pertaining to attribution and copyright notices.

IT Systems; Privacy, Data Protection, and Personal Information.

The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, servers, firmware, electronic data processing equipment, circuits, networks, hardware, software, websites, applications and databases, and other computer, communications, and telecommunications devices and equipment (collectively, “IT Systems”) are (i) adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted and include a sufficient number of license seats for all third party licensed Software, (ii) are sufficient for the current needs of the business of the Company and its Subsidiaries, and (iii) to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, documentation error or corruptant, or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such IT Systems.

The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards consistent with current industry standards to maintain and protect their Company Data and the integrity, continuous operation, redundancy and security of all IT Systems (including all information and transactions stored or contained therein or transmitted thereby) and data (including all Personal Information) against any unauthorized use, access, interruption, modification, or corruption, including but not limited to the implementation of commercially reasonable (i) data backup, (ii) disaster avoidance and recovery procedures, and (iii) business continuity procedures, in each case consistent with industry practices.

In the past three (3) years, there has been no actual or suspected Data Security Breach and they have not notified (or been required to notify) any Person or Governmental Entity of any Data Security Breach.

The Company and each of its Subsidiaries have taken steps to comply with the Privacy and Data Security Laws, including to provide all necessary disclosures and obtain all necessary rights, permissions, and consents to process Personal Information in their possession and control, perform any applicable privacy risk assessments as may be required, and implement any required Privacy Policies. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein will result in a breach or violation of, or constitute a default under, any Privacy and Data Security Laws by the Company and each of its Subsidiaries.

The Company and each of its Subsidiaries are and, within the past three (3) years, (i) have been in compliance with all Privacy and Data Security Laws, (ii) have not been named, received, or been party to any actual or threatened Proceeding or enforcement action by any Person or Governmental Entity relating to their Processing of Personal Information, compliance with Privacy and Data Security Laws, and are not aware of any facts that may give rise to the foregoing, and (iii) have not notified or been required to notify any Person or Governmental Entity of any Data Security Breaches or violations of their Privacy Commitments. Neither the Company nor any of its Subsidiaries has received any order, request, complaints, warning, reprimand, inquiry, notification, allegation or claims, Order or Proceeding (i) from any Person or Governmental Entity regarding its data privacy and data security practices, including cybersecurity, Personal Information Processing activities, or its data handling or data sharing practices, and/or (ii) from any Person or Governmental Entity alleging that it is in violation of or has not complied in any respect with any Privacy and Data Security Laws.

The Company and each of its Subsidiaries have implemented and maintained appropriate administrative, physical, contractual and technical safeguards to protect the Personal Information collected, used, disclosed, transferred, communicated, stored, handled or processed by the Company and each of its Subsidiaries from any Data Security Breach. Such safeguards comply (and have complied) with the Privacy Commitments and are (and have been) appropriate based on the sensitivity, amount, distribution, format and method of storage of such Personal Information.

The Company and each of its Subsidiaries are, and have been, for the three () years, in compliance with (i) the CASL requirements, (ii) their policies, procedures, notices, and communications, relating to the sending, or causing or permitting to be sent, commercial electronic messages, (iii) any and all other applicable anti-spam legislation relating to commercial electronic messages, and (iv) have not received any notices or complaints from any Person or Governmental Entity pertaining to their CASL compliance, their CASL obligations, or violations or alleged violations thereto, and they are not aware of any facts that may give rise to the foregoing.

Litigation.

Except as disclosed in Section 3.1(30) of the Company Disclosure Letter, except other than any inquiry, investigation or Proceeding solely related to satisfying or obtaining the Regulatory Approvals, there is no Proceeding in effect or ongoing or, to the knowledge of the Company, pending or threatened in writing against or involving the Company or any of its Subsidiaries, the business of the Company or any of its Subsidiaries or affecting any of their respective properties or assets, nor, to the knowledge of the Company, are there any events or circumstances which could reasonably be expected to give rise to any such Proceeding.

There is no bankruptcy, liquidation, dissolution, winding-up or other similar Proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries before any Governmental Entity.

Neither the Company nor any of its Subsidiaries is subject to any outstanding Order which has had or is reasonably likely to have, a Material Adverse Effect or which would prevent or materially delay the consummation of the Arrangement or any other transaction contemplated by this Agreement.

As of the date of this Agreement, there are no material Proceedings currently pending by the Company or any of its Subsidiaries or that any of them intends to initiate.

Environmental Matters.

no written notice, written request for information pursuant to any Environmental Law, order, complaint or penalty has been received by the Company or any of its Subsidiaries alleging that the Company or any of its Subsidiaries is in violation of, or has any liability or potential liability under, any Environmental Law, and, to the knowledge of the Company, there are no claims pending or threatened or Proceedings against the Company or any of its Subsidiaries which allege a violation of, or any liability or potential liability under, any Environmental Laws;

the Company and each of its Subsidiaries has all environmental permits and Authorizations necessary for the operation of their respective businesses and to comply with all Environmental Laws;

the operations of the Company and each of its Subsidiaries have been in compliance with all applicable Environmental Laws since December 1, 2023;

there have been no management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, transportation, processing, production, remediation, or releases of Hazardous Substances on properties currently or formerly owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be expected to form the basis of any Proceeding or order relating to or arising under Environmental Laws involving the Company or any of its Subsidiaries;

the Company has provided or otherwise made available any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property which are in the possession or control of the Company or any of its Subsidiaries related to compliance with Environmental Laws, liabilities under any Environmental Laws or the release of Hazardous Substances;

To the knowledge of the Company, there are no off-site Hazardous Substances treatment, storage, or disposal facilities or locations used by the Company, its Subsidiaries and any predecessors as to which the Company could reasonably be expected to retain any liabilities, and, to the knowledge of the Company, none of these facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS or SEMS) under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), or any similar U.S. state or foreign list;

the Company is not required by any Environmental Law or by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Substances, (ii) to remove or remediate Hazardous Substance, (iii) to give notice to or receive approval from any Governmental Entity, or (iv) to record or deliver to any Person any disclosure document or statement pertaining to environmental matters;

there is no condition, event or circumstance that would reasonably be expected to prevent or impede, after the Closing Date, the lawful, operation or use of the Company Leased Property in compliance with Environmental Laws as currently carried out; and

no Company Leased Property is subject to any environmental liens, activity and use limitations, or any other land use restrictions that may adversely affect its future use.

Employees.

Section 3.1(32) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of the Employees, including their respective location, cumulative length of service, position, job function, hourly rate or annual base salary, full-time or part-time status, active or inactive status (and if they are inactive, the reason they are on leave, the date they departed on leave and their anticipated return to work date, if any), exempt or non-exempt status (whether the individual is overtime eligible or not), paid-time-off accrued as of a recent date, participation in Incentive Plans and most recent annual bonus payment. The Company has also provided Purchaser a true, correct, and complete list of, as of June 25, 2025, all active independent contractors and consultants of the Company or any of its Subsidiaries with payments exceeding $250,000 for any one Person, showing cumulative length of service, work location, type of services provides, hourly rate or, salary, consulting fees or other basis of compensation, and any other forms of compensation or benefits, annual fees paid to the independent contractor or consultant in the previous fiscal year (or to the applicable staffing agency or similar representative or entity), and whether they are subject to a written contract.

all amounts due or accrued for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation pay, overtime pay, termination, notice and severance pay, and benefits under Employee Plans have either been paid or are accrued and accurately reflected in all material respects in the Books and Records of the Company and its Subsidiaries with respect to all Employees. All material liabilities of the Company or any of its Subsidiaries due or accruing due to Employees of the Company and its Subsidiaries have or shall have been paid or accrued and accurately reflected in the Books and Records of the Company to the end of the month immediately preceding the Effective Time, including premium contributions, remittances and assessments for employment/unemployment insurance, Employer Health Tax, Canada Pension Plan, Québec Pension Plan, income Tax and any other employment-related legislation. All amounts due or accrued for all consulting fees, any other forms of compensation or benefits and all liabilities of the Company or any of its Subsidiaries due or accruing due to all current and former independent contractors of the Company or any of its Subsidiaries have either been paid or are accrued and accurately reflected in all material respects in the Books and Records of the Company and its Subsidiaries;

Section 3.1(32)(c) of the Company Disclosure Letter contains a list of all employees of the Company and its Subsidiaries who have a Contract with the Company or one of its Subsidiaries providing for a specific contractual length of notice or termination or severance payment required to terminate his or her employment. Except as disclosed in Section 3.1(32)(c) of the Company Disclosure Letter, there are no transaction bonuses, change of control payments, retention payments, termination payment or severance payments or Contracts with any Employees or Employee Plans providing for cash or other compensation or benefits (including any increase in amount of compensation or benefit or the acceleration of time of payment or vesting of any compensation or benefit) upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Company or of any of its Subsidiaries;

The Company and its Subsidiaries are, and since May 1, 2022 have been, in compliance in all material respects with all applicable Laws respecting labour and employment, including pay equity, employment equity, worker classification, independent contractor classification, work permits/authorizations, immigration, wages, hours of work, overtime pay, unemployment insurance, source deduction and withholdings, discrimination, harassment, retaliation, leave of absence, equal opportunity, meal periods, rest breaks, employment and labour standards, labour relations, unfair labour practices, workers compensation, human rights, French language use and occupational health and safety. No material Proceedings with respect to any such Law or by or on behalf of any employees or job applicants of the Company or any of its Subsidiaries has been initiated since May 1, 2022 or is in progress or pending or, to the knowledge of the Company, threatened and there are no pending, outstanding or, to the knowledge of the Company, threatened charges, applications, claims, orders, investigations, audits or complaints against the Company under any employment or labour Laws;

the Company is not a party to or bound by, either directly or by operation of applicable Law, any collective agreement. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Employees by way of certification, interim certification, voluntary recognition, or successor rights, or has applied or threatened to apply to be certified as the bargaining agent of any of the Employees. There are no pending and, to the knowledge of the Company, threatened, union organizing activities involving the Employees. There is no strike, unfair labour practice charge or complaint, labour dispute, work slowdown, stoppage, picketing or lock-out occurring with respect to any of the Employees or, to the knowledge of the Company, threatened against the Company;

the Company is not a party to any claim under any applicable Law relating to Employees or former Employees, including with respect to wrongful or unjust dismissal, constructive dismissal, prohibited practice, harassment, discrimination, violence, workers’ compensation, breach of contract, failure to comply with wage and hour Laws, failure to comply with an order for re-instatement or re-engagement or any other claim relating to employment, discrimination, or termination of employment of any Employees or former Employees or relating to any failure to hire a candidate for employment, nor is the Company aware of any factual or legal basis on which any such claim might be commenced;

there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to applicable employment or workers’ compensation Laws or occupational health and safety Laws (“OHSA”) owing by the Company or any of its Subsidiaries. No material Proceeding involving the Company or any of its Subsidiaries is currently in progress or pending or, to the knowledge of the Company, threatened, pursuant to any applicable employment, or workers’ compensation Laws or OSHA. There are no claims or potential claims that may materially adversely affect the Company’s accident cost liability or assessment rate;

there are no material charges, audits, assessments, or complaints pending or since December 1, 2023, to the knowledge of the Company, pursued, by a Governmental Entity under OHSA in respect of the Company or any of its Subsidiaries, and there are no appeals of any Orders under OHSA applicable to the Company or any of its Subsidiaries currently outstanding. The Company and each of its Subsidiaries have complied in all material respects with all applicable Orders issued under OHSA for the past three (3) years; and

since May 1, 2022, all Employees, consultants, agents and independent contractors of the Company and its Subsidiaries have been properly classified by the Company and its Subsidiaries as an employee or non-employee for all purposes, including wages, employment standards, payroll Taxes, and participation and benefit accrual under each Employee Plan. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice from any Person disputing the Person’s classification as a consultant, agent or independent contractor.

Employee Plans.

Section 3.1(33)(a) of the Company Disclosure Letter lists all Employee Plans.

The Data Room contains complete and accurate copies (as applicable) of (i) all Employee Plans (and for any unwritten Employee Plan, a summary of the material terms), including all amendments thereto, as listed in Section 3.1(33)(a) of the Company Disclosure Letter; (ii) the most recent three years annual report on Form 5500 filed with respect to each Employee Plan for which a Form 5500 filing is required by applicable Law (with all schedules and attachments thereto); (iii) the most recent summary plan description for each Employee Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (iv) the most recent IRS determination or opinion letter, if any, received with respect to any applicable Employee Plan; (v) all related trust agreements, insurance Contracts, and other funding arrangements; (vi) any non-routine correspondence with any Governmental Entity related to an Employee Plan in the most recent six (6) years; and (vii) the most recent three years Form 1094-Cs and a sample of Form 1095-Cs for each such year.

Except as disclosed in Section 3.1(33)(c) of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will, (i) accelerate vesting, distribution or payment, entitle to payment, increase the amount payable under, result in forgiveness of Indebtedness, result in a default under, or result in any other obligation pursuant to, any Employee Plan or any Contract with any current or former, director, officer or agent or other individual service provider of the Company or any of its Subsidiaries, (ii) accelerate or increase the rights or benefits of any Person under any Employee Plan, (iii) trigger any obligation to fund any Employee Plan, or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Employee Plan on or following the Closing. Except as disclosed in Section 3.1(34)(c) of the Company Disclosure Letter, no current or former, Employee, director, officer or agent or other individual service provider of the Company or any of its Subsidiaries is entitled to any gross-up, make-whole or other additional payment in respect of any Taxes (including Taxes imposed under Section 4999 or 409A of the Code) or interest or penalty related thereto.

Each Employee Plan has in all material respects been established, registered, funded, operated and (i) invested, (ii) communicated, (iii) maintained and (iv) administered in accordance with applicable Laws (including the Code and ERISA) and in accordance with its terms. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that such Employee Plan is so qualified (or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Plan that such Employee Plan is so qualified) and to the knowledge of the Company there are no facts or circumstances that exist with respect to the operation of any such Employee Plan which would be reasonably likely to adversely affect the qualified status of any such Employee Plan.

All contributions (including employer contributions and employee salary reduction contributions), distributions, reimbursements, reserves or premiums required to be collected and remitted, made or paid by the Company or any of its Subsidiaries under the terms of each Employee Plan or by applicable Laws have, in all material respects, been duly made in accordance with the terms of such Employee Plan and such applicable Laws.

Other than as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter or except (i) to the minimum extent required by applicable Canadian employment standards legislation, or (ii) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, none of the Employee Plans provide for post-termination benefits to any individual under any circumstances, and neither the Company nor any of its Subsidiaries has any liability or obligation to provide post-termination or retiree welfare or life benefits to any current or former Employee, director, officer, consultant, agent, service provider or independent contractor of the Company or any of its Subsidiaries, or any spouse or dependent thereof.

There is no Proceeding (excluding claims for benefits incurred in the Ordinary Course) in progress or pending or, to the knowledge of the Company, threatened, relating to any Employee Plan by any Governmental Entity or other Person. There are no Proceedings pending or, to the Company’s knowledge, threatened by the IRS, DOL or other Governmental Entity with respect to any U.S. Employee Plan. There has been no non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA and no breach of fiduciary duty (as determined under ERISA) has occurred with respect to any Employee Plan.

No Employee Plan is, is intended to be, or has ever been (i) a “retirement compensation arrangement” or (ii) a “registered pension plan”, in each case, within the meaning of subsection 248(1) of the Tax Act or similar Laws.

No Employee Plan maintained, sponsored, contributed to or required to be contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or in the past six (6) years was (1) a “multiemployer plan” as defined in Section 3(37) of ERISA or similar Laws, (2) a plan described in Section 413 of the Code or other collectively bargained plan, (3) a plan subject to Section 302 of the Code or Title IV of ERISA or a pension plan required to be registered under Canadian federal, provincial or territorial pension standards legislation which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Tax Act, (4) a plan subject to the minimum funding standards of Section 412 or 4971 of the Code or Section 302 of ERISA (or equivalent Laws), (5) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code (or equivalent Laws), (6) a “multiple employer plan” (as defined in Section 413(c) of the Code or Section 210 of ERISA) or (7) “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). The term “ERISA Affiliate” means any Person that, together with the Company or any of its Subsidiaries, could be deemed, at any relevant time, a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. The Company does not have any liability or obligation or potential liability or obligation as a consequence of at any time being considered a single employer with any other Person under Section 414 of the Code or Section 4001(b) of ERISA. There is no Lien pursuant to ERISA Sections 303(k) or 4068 or Code Sections 412 or 430(k) in favor of, or enforceable by the Pension Benefit Guaranty Corporation or any other entity with respect to any of the assets of the Company or any ERISA Affiliate. With respect to any multiemployer plan to which the Company or any ERISA Affiliate has ever contributed, neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied.

Each Incentive Security was granted in compliance with all applicable Laws, including all applicable federal and state securities Laws, and in compliance with all of the terms and conditions of the applicable Incentive Plan. Each Option and each SAR was granted with a per Option or per SAR (as applicable) Exercise Price not less than the fair market value of one Share on the applicable grant date and is otherwise exempt from the application of Section 409A of the Code. The Company has provided to Purchaser true and complete copies of each agreement and other governing document(s) under which all of the Incentive Securities have been granted. Each grant of an Incentive Security was duly authorized no later than the date on which the grant of such Incentive Security was, by its terms, to be effective by all necessary corporate action, including, as applicable, approval by the board of directors by the necessary number of votes or written consents.

The Company and its Subsidiaries has classified all individuals who perform services for them correctly under each Employee Plan, ERISA, the Code and all other applicable Laws as common law employees, independent contractors or leased employees, and no individual who performs or who has performed services for the Company or any of its Subsidiaries in any capacity has been improperly excluded from participating in any Employee Plan.

The Company and its Subsidiaries are, and at all relevant times, have been in compliance in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act, Pub. L. No. 111 148, the Health Care and Education Reconciliation Act of 2010, Pub. L. No.111 152, and all regulations and guidance issued thereunder (collectively, the “Health Care Reform Laws”), including the employer shared responsibility provisions relating to the offer of medical coverage that qualifies as “minimum essential coverage” that is “affordable” and provides “minimum value” to “full time employees” and their “dependents” (as those terms are defined in Section 4980H of the Code and the related Treasury Regulations) and the applicable information reporting requirements under Sections 6055 and 6056 of the Code, and the Company and its Subsidiaries and no Employee Plan has incurred (and nothing has occurred, and no condition or circumstance exists, that could subject the Company, any ERISA Affiliate or any Employee Plan to) any assessable payment, Tax or penalty under Section 4980D or 4980H of the Code or under any other provision of the Health Care Reform Laws. The Company and its Subsidiaries have, or have arranged to have, maintained all records reasonably necessary to demonstrate compliance in all material respects with the Health Care Reform Laws.

Each plan, program, agreement or arrangement that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been established, documented, operated and maintained, in form and operation, in compliance with Section 409A of the Code and all applicable regulations and guidance issued thereunder, and no amount under any such plan, program, agreement or arrangement is, or is reasonably expected to be, or has been subject to the interest or additional Tax set forth under Code Section 409A(a)(1)(B).

All required reports and descriptions (including, without limitation, Form 5500 annual reports, Form 1094-Cs, Form 1095-Cs, summary annual reports, and summary plan descriptions) with respect to each Employee Plan, to the extent applicable, have been properly and timely filed and/or distributed to participants and other applicable individuals in accordance with the applicable requirements of ERISA and the Code.

Except as required by any applicable Law, to the knowledge of the Company, no provision or condition exists that would prevent the Company from terminating or amending any Employee Plan.

All outstanding Incentive Securities have been granted or issued in compliance with the terms of the applicable Incentive Plan and have been recorded in the Company’s financial statements in accordance with IFRS.

Insurance.

Each of the Company and its Subsidiaries is insured by reputable third party insurers with, to the knowledge of the Company, reasonable and prudent policies appropriate for the size and nature of the business of the Company and its Subsidiaries and their respective assets, taken as a whole.

Each material insurance policy currently held by the Company or any of its Subsidiaries is in full force and effect in accordance with its terms, and, to the knowledge of the Company, neither the Company nor any of its Subsidiaries is in default in any material respect under the terms of any such policy. There have not been any proposed or threatened termination of, or material premium increase with respect to, any such policies. Neither the Company nor any of its Subsidiaries have received written notice that any material claim pending under any insurance policy of the Company or its Subsidiaries has been denied, rejected or disputed by the applicable insurer, or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material Proceedings covered by any insurance policy of the Company or any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.

Tax Matters.

The Company and each of its Subsidiaries have duly and timely filed with the appropriate Governmental Entity all income and other material Tax Returns required by Law to be filed by them prior to the date hereof and all such Tax Returns are complete and correct in all material respects.

The Company and each of its Subsidiaries have paid as required by Law on a timely basis all material Taxes due and payable by them, including instalments on account of Taxes for the current year, whether or not shown as being due on any Tax Returns or assessed by the appropriate Governmental Entity, other than those which are being contested in good faith by appropriate Proceedings and in respect of which adequate reserves have been provided in the most recently publicly filed consolidated financial statements of the Company. The Company and its Subsidiaries have provided adequate accruals in accordance with their Books and Records and in the most recently publicly filed consolidated financial statements of the Company for any Taxes of the Company and each of its Subsidiaries for the period covered by such financial statements that have not been paid, whether or not shown as being due on any Tax Returns. Since such publication date, no liability in respect of material Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course. The Company and each of its Subsidiaries have not received a refund of Taxes to which they were not entitled.

No claims, suits, audits, assessments, reassessments, deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted or threatened (in each case in writing) with respect to material Taxes of the Company or any of its Subsidiaries.

No written claim has been made by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.

There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or any of its Subsidiaries.

The Company and each of its Subsidiaries have withheld or collected all amounts required by Law to be withheld or collected by them on account of Taxes and have remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

Except in accordance with past practices or as required under applicable Law, none of the Company or any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of any: (i) change in or improper use of method of accounting made prior to the Effective Date; (ii) installment sale or open transaction disposition made on or prior to the Effective Date, or (iii) prepaid amount received on or prior to the Effective Date.

None of the Company or any of its Subsidiaries is bound by, is party to, or has any obligation under any Tax sharing, allocation, indemnification or similar agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements entered into in the Ordinary Course, the primary purpose of which does not relate to Taxes, and other than agreements among the Company and its Subsidiaries).

None of the Company or any of its Subsidiaries has been a party to any joint venture, partnership or other arrangement that is reasonably likely to be treated as a partnership for Tax purposes.

There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of material Taxes of, or the payment or remittance of material Taxes by, the Company or any of its Subsidiaries.

Anti-Bribery Laws.

Each of the Company, its Subsidiaries, and their respective directors and officers, and, to the knowledge of the Company, the Employees and Representatives of the Company and its Subsidiaries, to the extent acting on behalf of the Company or any of its Subsidiaries, are, and in the past six (6) years have been, in compliance with all applicable Laws related to anti-bribery, health care fraud and abuse, and anti-corruption of each jurisdiction in which the Company and its Subsidiaries operates or have operated, including but not limited to, the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the U.S. Anti-Kickback Statute

In the past five (5) years, the Company and its Subsidiaries (i) have maintained their Books and Records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition of their assets, and (ii) have maintained a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed and access to assets is given only in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability of corporate assets, and (C) recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any discrepancies between recorded and actual assets.

Sanctions.

Money Laundering.

Nitrosamine.

Organization and Qualification.

Corporate Authorization.

Execution and Binding Obligation.

Governmental Authorization.

No Conflict/Non-Contravention.

contravene, conflict with, or result in any violation or breach of the Constating Documents of the Purchaser or the Parent; or

assuming satisfaction of, or compliance with, the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of Law; except as would not, individually or in the aggregate, materially delay, impede or prevent the ability of the Purchaser or the Parent to consummate the Arrangement and the transactions contemplated hereby.

Litigation.

Debt Financing.

Existing Financing Agreement.

The Existing Financing Agreement is legal, valid, binding and in full force and effect and is enforceable by the Parent in accordance with its terms, subject to any limitation on enforcement under Law relating to (i) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

As of the date hereof, no Event of Default (as defined in the Existing Financing Agreement) (hereinafter, an “Existing Financing EOD”) exists under the Existing Financing Agreement, nor does the Parent have knowledge of any condition that with the passage of time or the giving of notice or both would result or constitute an Existing Financing EOD, nor has the Parent or any of its affiliates received any written notice alleging that an Existing Financing EOD has occurred and is continuing under the Existing Financing Agreement.

The entering into of the Debt Commitment Letter and the consummation of the transactions contemplated thereby (including, without limitation, the funding of the Debt Financing on the terms and conditions described in the Debt Commitment Letter), will not result in an Existing Financing EOD.

Issuance of CVRs.

Security Ownership.

Assets and Liabilities.

Ownership of the Purchaser.

Support and Voting Agreement

The undersigned ▇▇▇▇▇▇ agrees, solely in his or her capacity as Securityholder and not in his or her capacity as an officer or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

to vote or to cause to be voted all of the Subject Securities entitled to vote, including any other such securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof but prior to the record date for the Meeting, in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement (the “Transactions”);

no later than ten (10) days prior to the Meeting, to deliver or to cause to be delivered to the Company duly executed proxies or voting instruction forms voting in favour of the approval of the Arrangement Resolution, to name in such proxies or voting instruction forms those individuals as may be designated by the Company in the Circular and such proxies or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;

not to, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer” and “to Transfer” shall have a correlative meaning), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of its Subject Securities to any Person, other than pursuant to the Arrangement

provided the Purchaser is not in material breach of this Agreement or the Arrangement Agreement, not to exercise any rights of appraisal or rights of dissent provided under any applicable Laws or otherwise in connection with the Arrangement or the Transactions.

Notwithstanding any provision of this Agreement to the contrary, the Purchaser hereby agrees and acknowledges that the undersigned is executing this Agreement and is bound hereunder solely in his or her capacity as a Securityholder of the Company. Without limiting the provisions of the Arrangement Agreement, nothing contained in this Agreement shall in any way (i) limit or affect any actions the undersigned may take in his or her capacity as a director or officer of the Company or limit or restrict in any way the exercise of his or her fiduciary duties as director or officer of the Company or other legal obligation to act in the best interests of the Company or (ii) be construed to create any obligation on the part of the undersigned in his or her capacity as a director or officer of the Company to refrain from taking any action in his or her capacity as such.

The undersigned hereby represents and warrants that this Agreement has been duly executed and delivered and, assuming the due authorization, execution and delivery by the Purchaser, is a valid and binding agreement, enforceable against the undersigned in accordance with its terms, and the performance by the undersigned of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment or agreement to which the undersigned is a party or by which the undersigned or any of his or her property or assets is bound at the time of such performance.

The Purchaser hereby represents and warrants, that:

it is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and it has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its respective obligations hereunder and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement;

it has duly executed and delivered this Agreement which constitutes a legal, valid and binding agreement of itself enforceable against it in accordance with its terms subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

This Agreement may terminate at any time upon the mutual written agreement of the parties hereto and shall automatically terminate upon the earlier of: (i) the Effective Time, (ii) the Purchaser, without the consent of the undersigned, decreases the aggregate Consideration or changes the form of Consideration payable under the Arrangement Agreement, or (iii) the termination of the Arrangement Agreement in accordance with its terms.

Each of the undersigned and the Purchaser hereby consents to the disclosure of the substance of this Agreement in any press release, documents filed with the Court in connection with the Arrangement or transactions contemplated by the Arrangement Agreement or any filing pursuant to applicable Securities Laws, including the Circular.

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein. Each party to this Agreement irrevocably attorns and submits to the exclusive jurisdiction of the Québec courts situated in the City of Montreal and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by email) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

If the foregoing is in accordance with your understanding and is agreed by you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below and return the same to the undersigned, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser and the undersigned.

The parties hereby confirm their express wish that this Agreement and all ancillary and related documents thereto be drafted in the English language. Les parties aux présentes confirment leur volonté expresse que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais.