Execution Version

ASSET PURCHASE AGREEMENT

by and among

ACT ENERGY TECHNOLOGIES LTD.,
ACT ENERGY USA, INC.,

and

[Redacted: Seller Parent Company Name],
STRYKER ENERGY DIRECTIONAL SERVICES, LLC,
the Persons Listed on Annex A, and

[Redacted: Individual Name], as Seller Representative

January 5, 2026

PURCHASE AND SALE ... 1
1.1 Acquired Assets ... 1
1.2 Excluded Assets ... 3
ASSUMED LIABILITIES; EXCLUDED LIABILITIES ... 4
2.1 Assumed Liabilities ... 4
2.2 Excluded Liabilities ... 4
ACQUISITION OF ACQUIRED ASSETS; PURCHASE PRICE ... 5
3.1 Acquisition of Acquired Assets and Delivery of Purchase Price ... 5
3.2 Resale Restrictions of Consideration Shares ... 6
3.3 Delivery of Closing Statement ... 7
3.4 Allocation ... 7
3.5 Withholding ... 8
3.6 Right of Set-off ... 8
3.7 Escrow Shares ... 9
CLOSING ... 10
4.1 Time and Place ... 10
4.2 Transactions at Closing ... 10
4.3 Transfer Taxes ... 13
4.4 Intentionally omitted ... 13
4.5 Tax Clearance Certifications ... 14
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP ... 14
5.1 Organization of the Seller; Authority ... 14
5.2 Approvals; Binding Effect ... 14
5.3 Non-Contravention ... 15
5.4 Governmental Authorities ... 15
5.5 Capitalization ... 15
5.6 Financial Statements ... 16
5.7 No Undisclosed Liabilities ... 16
5.8 Absence of Certain Changes ... 16
5.9 Litigation, Actions, Proceedings and Claims ... 17
5.10 Legal Compliance; Illegal Payments; Permits ... 17
5.11 Title to Acquired Assets; Sufficiency ... 18
5.12 Real Property; Safety, Zoning ... 18
5.13 Environmental Matters ... 19
5.14 Contracts ... 21
5.15 Indebtedness ... 23
5.16 Accounts Receivable ... 23
5.17 Inventories ... 23
5.18 Material Contractual Relationships; Customers and Suppliers ... 24
5.19 Intellectual Property; Data Security and Privacy ... 25
5.20 Taxes ... 27

5.21 Employee Matters...29
5.22 Employee Benefit Plans...30
5.23 Insurance...34
5.24 Conflicts of Interest; Affiliate Transactions...34
5.25 Warranties...35
5.26 Brokers...35
5.27 Project Backlog; Bids; Payment and Performance Bonds...35
5.28 Books and Records...36
5.29 Accounts Payable...36
5.30 Payments; Export Control and Antiboycott Laws...36
5.31 Securities Law Compliance...37
5.32 Restrictions on Transfer or Sale of Securities...38
5.33 No Review...38
5.34 Independent Investigation...38
5.35 No Other Representations...39

REPRESENTATIONS AND WARRANTIES OF BUYER...39
6.1 Organization of Buyer; Authority...39
6.2 Approval; Binding Effect...39
6.3 Non-Contravention...39
6.4 Governmental Consents...39
6.5 Consideration Shares and Escrow Shares...40
6.6 Reporting Issuer Status...40
6.7 No Orders...40
6.8 Filing and Disclosure...40
6.9 Brokers...41
6.10 No Other Representations...41
6.11 Independent Investigation...41
CERTAIN COVENANTS...41
7.1 Transaction Expenses; Indebtedness...41
7.2 Publicity...42
7.3 Confidentiality...42
7.4 Noncompetition and Non-solicitation...42
7.5 Use of Name...43
7.6 Further Assurances...43
7.7 Turnover of Accounts Receivable; Accounts Payable...43
7.8 Unassigned Seller Contracts...44
7.9 Offer and Terms of Employment...45
7.10 Seller Parties Covenants...49
TAX MATTERS...49
8.1 Prorated Taxes...49
8.2 Preparation of Straddle Period Tax Returns...49
8.3 Cooperation...49
INDEMNIFICATION...50
9.1 Indemnity by the Seller Group...50
9.2 Indemnity by Buyer...51

9.3 Time for Claims; Procedures for Direct Claims...52
9.4 Application of Materiality Qualifications...53
9.5 Satisfaction of Claims; Escrow...53
9.6 Third Party Claim Procedures...54
9.7 Manner of Payment...56
9.8 Knowledge and Investigation...57
9.9 Exclusive Remedy...57
9.10 Effect of Insurance Coverage...57
9.11 Tax Treatment...58

DEFINITIONS...58
GENERAL...69
11.1 Notices...69
11.2 Entire Agreement...70
11.3 Seller Representative...70
11.4 Governing Law; Venue...72
11.5 Sections and Section Headings...74
11.6 Assigns...74
11.7 Severability...74
11.8 Further Assurances...75
11.9 Specific Performance...75
11.10 No Implied Rights or Remedies...75
11.11 Interpretations...75
11.12 Counterparts...76

iii

ANNEXES, EXHIBITS AND SCHEDULES

Annexes

Annex A: Owners

Exhibits

Exhibit A: Form of Subordinated Promissory Note
Exhibit B: Form of Escrow Shares Subscription Agreement
Exhibit C: Form of Bill of Sale
Exhibit D: Form of IP Assignment
Exhibit E-1: Form of Consideration Shares Escrow Agreement
Exhibit E-2: Form of Escrow Shares Escrow Agreement
Exhibit F: Form of Lease Amendment
Exhibit G: Form of Independent Contractor Agreement

Schedules

Schedule 1.1(a): Seller Permits
Schedule 1.1(b): Seller Contracts
Schedule 1.1(i): Intangibles
Schedule 1.1(j): Tangibles
Schedule 1.1(n): Personal Property Leases
Schedule 1.1(p): Manufacturers’ Warranties and Indemnities
Schedule 1.2(c): Accounts Receivable
Schedule 1.2(h): Excluded Assets
Schedule 3.1(c): Owner Shares
Schedule 3.4: Allocation
Schedule 3.5: Withholding
Schedule 5.3: Non-Contravention
Schedule 5.4: Governmental Authorities
Schedule 5.5: Capitalization
Schedule 5.6: Financial Statements
Schedule 5.7: Undisclosed Liabilities
Schedule 5.8: Absence of Certain Changes
Schedule 5.9: Litigation, Actions, Proceedings and Claims
Schedule 5.10: Legal Compliance
Schedule 5.12: Real Property, Safety and Zoning
Schedule 5.13: Environmental Matters
Schedule 5.14: Material Seller Contracts
Schedule 5.14(c): Restrictive Covenants
Schedule 5.18(a): Material Contract Relationships
Schedule 5.18(b): Customers

Schedule 5.18(c)	Suppliers
Schedule 5.19(a)	Intellectual Property
Schedule 5.19(c)	Confidential Information
Schedule 5.19(d)	Security Breaches
Schedule 5.20	Taxes
Schedule 5.20(g)	Tax Jurisdictions
Schedule 5.21	Employee Matters
Schedule 5.22(a)	Employee Benefit Plans
Schedule 5.22(g)	Employee Benefit Plan Proceedings
Schedule 5.22(h)	Employee Benefit Plan Payments
Schedule 5.22(i)	Transaction Bonuses
Schedule 5.23	Insurance
Schedule 5.24	Conflicts of Interest and Affiliate Transactions
Schedule 5.25	Warranties
Schedule 5.26	Brokers
Schedule 5.27(a)	Project Backlog
Schedule 5.27(b)	Bids
Schedule 5.27(c)	Payment and Performance Bonds
Schedule 5.29	Accounts Payable
Schedule 5.30(b)	Restricted Nations
Schedule 7.9	Transferred Employees

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is dated as of January 5, 2026, by and among (i) ACT Energy Technologies Ltd., a corporation incorporated under the laws of the province of Alberta, Canada (the “Buyer Parent”), (ii) ACT Energy USA, Inc., a Delaware corporation (“Buyer”), (iii) [Redacted: Name], a Texas corporation (the “Seller Parent”), (iv) Stryker Energy Directional Services, LLC, a Texas limited liability company (the “Seller”, and together with the Seller Parent, collectively the “Seller Parties” or individually a “Seller Party”), (v) each of [Redacted: Individuals’ Names], hereafter collectively, the “Founders” or individually a “Founder”), (vi) each Owner that has signed or in the future signs a Joinder Agreement to the extent set forth in such Joinder Agreement, such Owners as listed on Annex A (each such person individually an “Owner” or collectively, the “Owners”), and (vii) [Redacted: Seller Representative], solely in his capacity as Seller Representative (the “Seller Representative”). Each of the Seller Parties and the Founders are hereafter referred to as the “Seller Group.” Each of Buyer Parent, Buyer, the Seller Group and the Owners are referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Seller Parent and the Founders collectively own all of the outstanding membership interests of the Seller;

WHEREAS, each of the Founders and Owners collectively own all of the outstanding equity interests in Seller Parent and will receive substantial direct and indirect benefits from the Transaction;

WHEREAS, the Seller is engaged in the business of providing directional drilling services that incorporate multilateral drilling, horizontal drilling, conventional displacement, straight-hole drilling, open-hole side tracks, and re-entry applications (the “Business”); and

WHEREAS, the Seller Parties wish to sell and assign to Buyer, and Buyer wishes to purchase and assume from the Seller Parties, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, Buyer Parent, Buyer, and the Seller Group agree as follows:

1. PURCHASE AND SALE.

1.1 Acquired Assets.

Subject to the terms and conditions set forth in this Agreement, at the Closing, the Seller and the Seller Parent shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and take assignment and delivery of, all of the property, privileges, claims, rights and assets (other than the Excluded Assets specified in Section 1.2) of the Seller Parties, owned, used, or held for use in the Business (collectively, the “Acquired Assets”), including the following assets:

(a) All of the Seller Parties’ rights under the licenses, permits and approvals, both governmental and private, including those described

on Schedule 1.1(a) hereto, but only to the extent such licenses, permits, and approvals may be transferred under applicable Legal Requirements (the “Seller Permits”);

(b) All of the Seller Parties’ rights under all Contracts, purchase orders and agreements related to the Seller Parties’ operations, in each case including those described on Schedule 1.1(b) hereto, and including all claims and other rights of the Seller Parties arising under or relating thereto (collectively, the “Seller Contracts”);

(c) All of the Seller Parties’ rights under directional drilling operating assets, including but not limited to motors, rotors, stators, collars, drilling jars, downhole tools, and Measurement While Drilling (MWD) systems and kits, and any ancillary equipment used in or necessary to operate the Business;

(d) All shop equipment including spares, inventory, raw materials, tooling, shop supplies, work in progress and related equipment, any raw materials, work-in-process, finished goods inventories and inventory in transit (the “Inventories”);

(e) All vehicles owned and leased by the Seller Parties (the “Vehicles”) other than the [Redacted: Name] Vehicle;

(f) All of the Seller Parties’ title to, interest in and rights under the leases, capital leases, and related obligations, related to the Leased Real Property (the “Real Property Leases”);

(g) All security deposits, restricted cash, bonds, and similar security with respect to the Seller Parties’ lease of the Leased Real Property (the “Deposits”);

(h) The goodwill of the Business;

(i) All of the Seller Parties’ right, title and interest in and to any Intellectual Property of the Seller Parties, including, but not limited to, including those described on Schedule 1.1(i) hereto (the “Intangibles”);

(j) All of the Seller Parties’ furniture (including office furniture), fixtures, equipment (including office equipment), leasehold improvements, installations, machinery, tools, supplies, materials, computer hardware and other personal property or capital assets, including that personal property described on Schedule 1.1(j) hereto (the “Tangibles”);

(k) Copies of all of the Seller Parties’ books, records and ledgers, related to the Business, including but not limited to inventory and supply

records, accounting records, listing of the Acquired Assets, service records, bids, employment and personnel records for all current and former employees of the Seller Parties, information systems and all other documents and records relating to the Acquired Assets;

(1) All customer, vendor or supplier lists;
(m) All marketing literature;
(n) All of the Seller Parties’ title to, interest in and rights under the leases of personal property, including those described on Schedule 1.1(n) hereto (the “Personal Property Leases”);
(o) All unearned customer deposits and security deposits related to the Business or the other Acquired Assets;
(p) All rights to manufacturers’ warranties and indemnities with respect to any of the Acquired Assets, including those described on Schedule 1.1(p) hereto (the “Manufacturers’ Warranties and Indemnities”);
(q) The Seller Group Medical Plan as of the Transfer Date as specifically provided in Section 7.9(d); and
(r) All other assets or interests to which the Seller Parties have any right by ownership, use or otherwise relating to the Business.

1.2 Excluded Assets. Notwithstanding the foregoing, the Seller Parties are not selling and Buyer is not purchasing, pursuant to this Agreement, and the term “Acquired Assets” shall not include, any of the following assets (the “Excluded Assets”):

(a) The rights of the Seller Parties and Owners under this Agreement;
(b) All of the Seller’s Cash on Hand as of the Closing Date;
(c) All of the Seller’s accounts receivable, work in process up until the Closing Date, including the ERC Credit, all as more specifically described on Schedule 1.2(c) hereto (“Accounts Receivable”);
(d) All of the Seller’s and the Seller Parent’s outstanding equity interests and the records relating solely to the equity interests and the actions of the managers, members, directors and stockholders of the Seller or the Seller Parent;
(e) The company vehicle owned by Seller and assigned to [Redacted: Name] (the “[Redacted] Vehicle”);

(f) All assets of or relating to any Employee Benefit Plan except as provided in Section 7.9(d) with respect to Seller Group Medical Plan;
(g) Pre-paid expenses related to the Business or the other Acquired Assets; and
(h) Those assets, if any, set forth on Schedule 1.2(h) hereto.

2. ASSUMED LIABILITIES; EXCLUDED LIABILITIES.

2.1 Assumed Liabilities.

At the Closing, Buyer shall assume, and agree to pay, perform, fulfill and discharge, the following and only the following obligations of the Seller, each to the extent they relate exclusively to the Business and by their terms are to be fulfilled after the Closing (the “Assumed Liabilities”): all obligations and liabilities which first arise after the Closing and which relate to events which first arose after the Closing, under the Seller’s Permits, Seller Contracts, Personal Property Leases and Real Property Leases.

2.2 Excluded Liabilities.

Anything in this Agreement to the contrary notwithstanding, Buyer and Buyer Parent shall not assume, and shall not be deemed to have assumed, any Liability or obligation of any Seller Party of any kind or nature whatsoever, other than the Assumed Liabilities as specifically set forth in Section 2.1 (all such Liabilities and obligations so not expressly assumed, collectively, the “Excluded Liabilities”). For clarity and for the avoidance of doubt, Excluded Liabilities shall be deemed to include, without limitation, all of the following Liabilities and obligations, except for the Assumed Liabilities: (i) any claims, demands, Liabilities or obligations of any nature whatsoever (including claims, demands, liabilities or obligations in respect of environmental matters, occupational safety, workers’ compensation, grievance proceedings or actual or threatened litigation, suits, claims, demands or governmental proceedings) that arose or were incurred before the Closing Date, or which arise from or are based on events occurring or conditions existing before the Closing Date; (ii) any Liabilities or obligations with respect to the employees and former employees of any Seller Party, including any Liability or obligation arising under any labor or employment contract, agreement or other arrangement (including any bonuses payable to such employees whether earned or unearned and any accrued but unpaid vacation and sick leave of such employees), any Liability or obligation arising under any plan or other compensation arrangement of the Seller Parties and their Affiliates including any of their ERISA Affiliates, including any Excluded Group Medical Liabilities or obligations under any Employee Benefit Plan, or any other employee benefit plan policy or program or any plan with respect to persons who are not employees or former employees of the Seller Parties, their Affiliates, or their ERISA Affiliates, including spouses and dependents, except with respect to events incurred under the Seller Group Medical Plan after the “Transfer Date” as provided in

Section 7.9(d); (iii) any Indebtedness of any Seller Party; (iv) the Transaction Expenses; (v) Indemnified Taxes and Taxes for which any Seller Party is liable pursuant to this Agreement; (vi) all warranties and Liabilities in respect of goods sold and/or services provided by the Seller Parties prior to the Closing Date, including any Accounts Payable; (vii) all Liabilities arising out of any agreement between any Seller Party and a third-party that is not expressly assumed by Buyer pursuant to this Agreement (including, without limitation, all costs of terminating any Contracts relating to the Business that are not Assumed Contracts), and (viii) subject to Section 2.1, all other obligations and Liabilities arising from the operation of the Seller, the Seller Parent, the Business or the ownership of the Acquired Assets prior to the Closing Date, including, without limitation, any sales Tax obligations and liabilities.

3. ACQUISITION OF ACQUIRED ASSETS; PURCHASE PRICE.

3.1 Acquisition of Acquired Assets and Delivery of Purchase Price.

(a) Subject to the terms and conditions set forth in this Agreement, at the Closing Buyer shall acquire the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), for an aggregate purchase price of $24,200,000.00 to be paid to the Seller in accordance with this Agreement (the “Purchase Price”), comprised of (i) a cash payment at Closing equal to $12,500,000.00 less the aggregate amount of all Indebtedness and Transaction Expenses of the Seller outstanding on the Closing Date and any amounts withheld under Section 3.5 (the “Initial Cash Purchase Payment”), (ii) the Subordinated Promissory Note in the original principal amount of $6,700,000.00, substantially in the form attached hereto as Exhibit A (the “Subordinated Promissory Note”), and (iii) $5,000,000.00 worth of Buyer Parent Shares¹, valued at the volume weighted average price for the ten (10) trading days up to but not including the third (3rd) Business Day before the Closing Date, (the “Consideration Shares”). The Purchase Price is subject to adjustment as provided in Section 3.5, Section 3.6 and Section 9.7 herein.

(b) At the Closing, subject to the terms and conditions of this Agreement, (i) the Initial Cash Purchase Payment shall be paid by Buyer to the Seller by wire transfer of immediately available funds into an account designated in writing by the Seller at least two (2) days prior to the Closing Date (the “Seller Account”), (ii) Buyer shall deliver to the Seller the Subordinated Promissory Note, and (iii) Buyer Parent shall

¹ Note: For purposes of calculating the number of Consideration Shares, the applicable exchange rate will be the average of the Bank of Canada daily average CAD/USD exchange rate for the ten (10) Business Days up to, but not including, the third (3rd) Business Day prior to the Closing Date.

deliver to the Escrow Agent the Consideration Shares calculated in accordance with Section 3.1(a).

(c) At the Closing, Buyer Parent will issue certificates for the Consideration Shares in the name of Seller and deliver such Consideration Share certificates to the Escrow Agent. The Escrow Agent will hold such Consideration Shares in accordance with the Consideration Shares Escrow Agreement. A portion of the Consideration Shares are designated by Seller as allocated to the Owners and a portion of the Consideration Shares are designated by Seller as allocated to the Founders (such Consideration Shares allocated to the Owners are hereinafter referred to as the “Owner Shares” and such Consideration Shares allocated to Founders are hereinafter referred to as the “Founders Shares”). The Owner Shares and the Founder Shares allocated to the Owners and Founders, respectively, are in the amounts as set forth on Schedule 3.1(c). Until the restrictions in Section 3.2 are fully satisfied with respect to the Consideration Shares, the Consideration Shares shall remain certificated in the name of the Seller. The Consideration Shares delivered to the Escrow Agent that are designated as Founder Shares (the “Holdback Fund Shares”) including any earnings thereon, if any, shall constitute a holdback fund (the “Holdback Fund”) for any indemnification obligations of the Seller Group under Article 9 of this Agreement. In the event of any Losses suffered or incurred by any Buyer Indemnified Person on or prior to the one (1) year anniversary of the Closing Date (the “Holdback Release Date”), Buyer shall have a right of offset against the Holdback Fund and earnings thereon (and for such purposes the Holdback Fund Shares shall be valued at the volume weighted average price for the ten (10) trading days up to the third (3rd) Business Day before the date of offset and the applicable exchange rate to be utilized will be the average of the Bank of Canada’s daily average closing CDN/USD exchange rate for the ten (10) Business Days up to the date that is the third (3rd) Business Day before the date of offset), which right may be exercised at any time prior to the Holdback Release Date, in each case subject to and in accordance with Section 3.6 and Section 9.5.

3.2 Resale Restrictions of Consideration Shares. The Seller hereby acknowledges that all of the Consideration Shares will be subject to restrictions on resale in the following aggregate amounts and until the following dates:

(a) 30% of the Consideration Shares shall be subject to restrictions on resale until the date which is twelve (12) months after the Closing Date;

(b) a further 30% of the Consideration Shares shall be subject to restrictions on resale until the date which is twenty-four (24) months after the Closing Date; and

(c) the remaining 40% of the Consideration Shares shall be subject to restrictions on resale until the date which is thirty-six (36) months after the Closing Date.

At any time the Consideration Shares are subject to the restrictions on resale set forth in this Section 3.2, no member of the Seller Group or any Owner shall directly or indirectly sell, deal in, assign, transfer, set over, dispose of or create any Encumbrance on any of the Consideration Shares still subject to such restrictions, in any manner whatsoever, or agree to do any of the foregoing, or enter into any transaction which would have the effect of vesting beneficial ownership of the Consideration Shares in another party. Subject to the requirements of any Applicable Securities Laws, Seller may sell, deal in, assign, transfer, set over, dispose of or create any Encumbrance on the Consideration Shares, upon the prior written consent of the Buyer Parent, not to be unreasonably withheld, conditioned or delayed regardless of the resale restrictions set forth in Section 3.2(a)-(c). Subject to the satisfaction of any requirements under Applicable Securities Laws and the prior written consent of Buyer Parent as set forth in the preceding sentence, upon written request to Buyer Parent to sell all or any portion of his or her respective Consideration Shares allocated to him or her as set forth on Schedule 3.1(c) made by (i) an Owner or [Redacted: Individual Name], or (ii) by [Redacted: Individual Names]upon the occurrence of a Separation Event, Buyer agrees to use its best efforts to facilitate the sale of the Consideration Shares requested to be sold within three months of any such permissible request, consistent with Applicable Securities Laws. The Seller further acknowledges that the share certificates (or other evidence of ownership) evidencing any Consideration Shares issued under this Agreement will contain restrictive legends to reflect the application of these resale restrictions, in addition to any legends required pursuant to Applicable Securities Laws. Nothing in this Section 3.2 is intended to be interpreted as causing constructive receipt under Section 61 or Section 451 of the Code.

3.3 Delivery of Closing Statement. At least two (2) Business Days prior to the Closing, the Seller shall deliver to Buyer a good faith estimate (the "Closing Statement") of (i) the Indebtedness of the Seller outstanding at Closing, (ii) Cash on Hand of the Seller outstanding as of the Closing Date, (iii) any Accounts Receivable of the Seller as of the Closing Date, and (iv) the Transaction Expenses, each of the preceding items as of immediately prior to the Closing, together with an estimated balance sheet of the Seller as of the Closing Date immediately prior to giving effect to the Closing (which balance sheet shall be prepared in accordance with the Seller's past practices consistently applied) (the "Closing Balance Sheet").

3.4 Allocation. Buyer and the Seller shall allocate the purchase price, as determined for U.S. federal income Tax purposes (taking into account any Assumed Liabilities, as applicable), among the Acquired Assets in accordance with a statement (the "Allocation") provided by Buyer to the Seller as soon as practicable after the Closing, which statement shall be

prepared in accordance with the provisions of Section 1060 of the Code and the principles as set forth on Schedule 3.4 and shall be binding upon Buyer and the Seller for all Tax purposes. Buyer and the Seller further agree that (a) it shall use the Allocation in filing all required forms under Section 1060 of the Code and all Tax Returns, including IRS Form 8594, and (b) it will not take any position inconsistent with such Allocation. The Seller and Buyer agree to consult with each other with respect to all issues related to the Allocation in connection with any Tax audits, controversies, or litigation.

3.5 Withholding. Notwithstanding anything to the contrary in this Agreement, Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement the amounts set forth on Schedule 3.5, which the Parties have agreed are the amounts required to be deducted and withheld under currently applicable Legal Requirements, and shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such other amounts as may be required due to changes in Legal Requirements after the Closing Date. To the extent that the agreed amounts are so deducted and withheld by Buyer, and remitted to the appropriate Tax Authority identified on Schedule 3.5 (or, in case of changes in Legal Requirements after the Closing Date, to the appropriate Tax Authorities with respect to the Tax to which the withholding relates), such amounts shall be treated for all purposes of this Agreement as having been paid by Buyer to the Person in respect of which such deduction and withholding was made. To the extent that the deducted amounts are not remitted to the respective Tax Authority identified on Schedule 3.5, Buyer shall remit such unpaid amount to the Seller and the Seller shall be responsible for the payment of the remaining amounts due, if any, to the Tax Authority.

3.6 Right of Set-off. Subject to Section 9.5(a), to satisfy Losses of a Buyer Indemnified Person which have been agreed by the Parties or which have been determined in accordance with Article 9 to be owed under this Agreement, Buyer and Buyer Parent shall have the right to withhold and set off against any amount otherwise due to be paid to any Seller Party or the Owners under the Subordinated Promissory Note or with respect to the release of any Holdback Fund Shares prior to the Holdback Release Date; provided, however, that prior to Buyer withholding and setting off any such amount, Buyer shall provide the Seller Representative with written notice regarding such withholding and set-off. For any such agreed amount of Losses determined in accordance with this Agreement of a Buyer Indemnified Person, that principal balance and any accrued and unpaid interest of such Subordinated Promissory Note that is equal to such unpaid Losses may be offset and withheld by Buyer from the amounts which would otherwise be due under the Subordinated Promissory Note. To the extent the amount of such Losses is less than the balance of the principal and unpaid interest on the Subordinated Promissory Note, then Buyer shall pay the amounts owed under the Subordinated Promissory Note (subject to the terms thereof) that are in excess of such Losses. In the event that such Losses will

be satisfied from the Holdback Fund Shares or the Holdback Fund, the value of the Holdback Fund Shares to be used in such set-off will be calculated using the greater of: (i) the per share price value determined at the volume weighted average price for the ten (10) trading days up to but not including the third (3rd) Business Day before the Closing Date and (ii) the per share price valued determined at the volume weighted average price for the ten (10) trading days up to but not including the third (3rd) Business Day before the date of such set-off.

3.7 Escrow Shares. Effective as of the Closing, Buyer Parent shall issue to the Seller an amount of 727,660 Buyer Parent Shares in exchange for the payment by the Seller of the amount of $2,800,000.00 valued at the volume weighted average price for the ten (10) trading days up to but not including the third (3rd) Business Day before the Closing Date (the “Escrow Shares”). Such Escrow Shares shall be acquired by the Seller in a transaction exempt from the registration requirements under Applicable Securities Law. The Seller will execute and deliver in favor of Buyer Parent a subscription agreement substantially in the form attached hereto as Exhibit B (the “Escrow Shares Subscription Agreement”). Such Escrow Shares shall be subject to the provisions set forth in the Escrow Shares Escrow Agreement. Once the Escrow Shares restrictions are removed as set forth in the Escrow Shares Escrow Agreement, such Escrow Shares may be transferred to other transferees designated by Seller Representative and with Buyer’s prior written consent (individually, a “Permitted Transferee” or collectively the “Permitted Transferees”) subject to the terms and conditions of the Escrow Shares Escrow Agreement. If the Buyer and Seller Representative are unable to reach agreement on a Permitted Transferee, the Escrow Shares which were to be allocated to such Permitted Transferee shall be delivered to Seller. Each Permitted Transferee shall execute a Securityholder Agreement with the Buyer containing terms acceptable to Buyer as a condition to receiving such Escrow Shares. For avoidance of doubt, the Escrow Shares issued to the Seller shall be subject to the following restrictions on resale in the following aggregate amounts and until the following dates:

(a) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is twelve (12) months after the Closing Date; and
(b) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is twenty-four (24) months after the Closing Date; and
(c) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is thirty-six (36) months after the Closing Date; and

(d) the remaining 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is forty-eight (48) months after the Closing Date.

During such time as the Escrow Shares are subject to the restrictions on resale set forth in this Section 3.7, neither the Seller nor any other member of the Seller Parties shall directly or indirectly sell, deal in, assign, transfer, set over, dispose of or create any Encumbrances upon any of the Escrow Shares still subject to such restrictions, in any manner whatsoever, or agree to do any of the foregoing, or enter into any transaction which would have the effect of vesting beneficial ownership of the Escrow Shares in another party. The Seller Parties further acknowledge that the share certificates (or other evidence of ownership) evidencing any Escrow Shares issued under this Agreement will contain restrictive legends to reflect the application of these resale restrictions, in addition to any legends required pursuant to Applicable Securities Laws.

4. CLOSING.

4.1 Time and Place.

The closing of the transfer and delivery of all documents and instruments necessary to consummate the Transactions (the “Closing”) shall be simultaneous and shall be held remotely via exchange of electronic documents on the date hereof (the “Closing Date”), or at such other time as Buyer and the Seller may agree. The Closing shall be deemed to have occurred as of 12:01 a.m. on the Closing Date.

4.2 Transactions at Closing.

At the Closing:

(a) The Seller Representative will deliver, or cause to be delivered to Buyer the following:

(i) Such certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as Buyer may reasonably request and as may be necessary to vest in Buyer good, valid and defensible title to all of the Acquired Assets, in each case subject to no Encumbrances other than the Permitted Encumbrances, including, but not limited to (x) a assignment, bill of sale and assumption agreement for all tangible personal property and Assumed Contracts, such bill of sale, assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “Bill of Sale”) and (y) an IP assignment agreement from the Seller Parties, substantially in the form attached hereto as Exhibit D (the “IP Assignment”), each Restricted Party (defined below) to the extent which such Restricted Party has previously executed an assignment of inventions or similar agreement, and any other employee of the Seller Parties to the extent which such employee has previously executed an assignment of inventions or similar agreement;

(ii) A certificate (the “Certificate of Indebtedness and Transaction Expenses”) at Closing certifying as to the amount of Indebtedness paid prior to Closing or existing at Closing, if any, and Transaction Expenses of the Seller paid prior to Closing or outstanding on the Closing Date, if any, and specifying the amount owed to each creditor or service provider listed thereon, or to be deducted from the Purchase Price, as applicable;

(iii) Such pay-off letters and, if applicable, applicable forms of lien discharge on or before the Closing Date to the extent that the Seller has any Indebtedness existing at Closing, in such form as Buyer may reasonably request;

(iv) The Seller shall cause the Seller Parties to either pay Transaction Expenses in full in advance of Closing, or, to the extent that any Transaction Expenses remain unpaid on the Closing Date, Buyer shall pay from proceeds of the Purchase Price otherwise payable to the Seller, the creditors, vendors and service providers the respective amounts indicated on the flow of funds statement agreed to by Buyer and the Seller at Closing;

(v) [Redacted: Individual Name] shall execute and deliver to Buyer a form of employment agreement (the “[Redacted: Name] Agreement”) with Buyer (in a form reasonably satisfactory to Buyer);

(vi) [Redacted: Individual Name] shall execute and deliver to Buyer a form of Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”) with Buyer (in a form reasonably satisfactory to Buyer);

(vii) [Redacted: Individual Name] shall execute and deliver to Buyer a form of Independent Contractor Agreement, substantially in the form attached hereto as Exhibit G, (the “[Redacted: Name] Independent Contractor Agreement”) with Buyer;

(viii) [Redacted: Individual Name] shall execute and deliver to Buyer a form of Independent Contractor Agreement, substantially in the form attached hereto as Exhibit G, with Buyer (the “[Redacted: Name] Independent Contractor Agreement”, and together with the [Redacted: Name] Independent Contractor Agreement, collectively the “Independent Contractor Agreements”);

(ix) The Seller Parties shall execute and deliver the Escrow Shares Subscription Agreement;

(x) The Seller Parties shall execute and deliver (i) the Consideration Shares Escrow Agreement, substantially in the form attached hereto as Exhibit E-1 (the “Consideration Shares Escrow Agreement”) and (ii) the Escrow Shares Escrow Agreement, substantially in the form attached hereto as Exhibit E-2 (the “Escrow Shares Escrow Agreement”);

(xi) Seller Parties will have executed lease agreement consents and amendments and for Buyer’s lease of each Leased Real Property, substantially in the form attached hereto as Exhibit F (in a form reasonably satisfactory to Buyer) (the “Lease Amendments”);

(xii) The Seller will deliver evidence of the consent, approval, authorization, exemption or waiver (including all governmental approvals), each in form and substance satisfactory to Buyer, to the consummation of the Transactions by each party to any of the Seller Contracts, Seller Permits, Personal Property Leases, Real Property Leases and other contracts described on Schedule 5.14, under which such transactions would constitute a default, would accelerate obligations of the Seller or Buyer or would permit cancellation of any such Seller Contract or Seller Permit and shall have obtained any other governmental authorizations or approvals required to enable Buyer to operate the Business as currently conducted after the Closing;

(xiii) The Seller and the Seller Parent shall execute and deliver to Buyer a Secretary’s Certificate as to the resolutions of the Seller’s and the Seller Parent’s directors and stockholders (or as applicable member and managers) authorizing the execution, delivery and performance of the Transactions;

(xiv) The Seller shall deliver to Buyer good standing certificates for the Seller and the Seller Parent from their respective jurisdiction of organization and each jurisdiction in which the Seller and the Seller Parent are qualified to do business as a foreign entity, in each case dated as of a recent date prior to the Closing Date;

(xv) The Seller shall deliver to Buyer certificates of no-tax due and other tax clearance certificates from New Mexico, Oklahoma, Utah, and North Dakota for the Seller;

(xvi) The Seller and Seller Parent shall each deliver to Buyer a Statement of Occasional Sale on Texas Comptroller Form 01-917;

(xvii) The Seller and Seller Parent shall each deliver to Buyer a completed IRS Form W-9; and

(xviii) Such other agreements, certificates, instruments and documents as are reasonably required by Buyer in order to effect the Transactions.

(b) At Closing, Buyer shall deliver to the Seller Representative (or as indicated, the Escrow Agent) the following:

(i) Buyer shall deliver the Initial Cash Purchase Payment payable to the Seller in accordance with Section 3.1(a) above;

(ii) The Subordinated Promissory Note duly executed by Buyer;

(iii) The [Redacted] Employment Agreement duly executed by Buyer;

(iv) The Restrictive Covenant Agreement duly executed by Buyer;

(v) The Independent Contractor Agreements duly executed by Buyer;

(vi) The Escrow Shares Subscription Agreement duly executed by Buyer;

(vii) The Consideration Shares Escrow Agreement duly executed by Buyer;

(viii) The Escrow Shares Escrow Agreement duly executed by Buyer;

(ix) The Consideration Shares (to the Escrow Agent); and

(x) The Escrow Shares (to the Escrow Agent).

4.3 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be paid (as applicable) by the members of the Seller Parties.

4.4 Intentionally omitted.

4.5 Tax Clearance Certifications. Before the Closing, the Parties shall jointly notify the Texas Comptroller of Public Accounts in connection with the Transactions in the form and manner required by such Tax Authority. If such Tax Authority asserts that the Seller or the Seller Parent is liable for any Tax, the Seller or the Seller Parent shall promptly pay any and all such amounts and shall provide evidence to Buyer that such Liabilities have been paid in full or otherwise satisfied.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP.

The Seller Group, jointly and severally, represent and warrant to Buyer as follows:

5.1 Organization of the Seller; Authority.

The Seller Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas. Each Seller Party is duly qualified and in good standing as a foreign corporation or limited liability company in all jurisdictions in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary. The Seller Parties have delivered to Buyer complete and correct copies of their respective certificates of incorporation and bylaws or certificates of formation and company agreements including all amendments thereto. Each Seller Party has all requisite power and authority to own and hold the Acquired Assets and to carry on the Business as such business is now conducted. Each member of the Seller Group has the requisite power and authority to execute and deliver this Agreement and the other documents, exhibits, certificates, instruments and agreements contemplated hereby (collectively, the “Transaction Documents”) to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents. The Seller has no Subsidiaries, and has not had any Subsidiaries. The Seller Parent does not own or have rights to any of the Acquired Assets.

5.2 Approvals; Binding Effect.

Each member of the Seller Group has obtained all necessary authorizations and approvals from its directors, stockholders, managers and members required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the Transactions in accordance with its governing documents. Each of the Transaction Documents to which each member of the Seller Group is a party has been duly executed and delivered by such member and constitutes the legal, valid and binding obligation of such member of the Seller Group enforceable against it in accordance with its terms, except where the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally or by general principles of equity.

5.3 Non-Contravention. Except as set forth on Schedule 5.3, the execution and delivery by each member of the Seller Group of the Transaction Documents to which it is a party and the consummation by the Seller Group of the Transactions will not (a) violate or conflict with any provision of the governing documents of any Seller Party; or (b) constitute a violation of, or be in conflict with, or constitute or create a default under, or result in the creation or imposition of any Encumbrance upon any property of any member of the Seller Group pursuant to (i) any agreement or instrument to which such member of the Seller Group is a party or by which such member of the Seller Group or any of its properties is bound or to which such member of the Seller Group or any of its properties are subject, or (ii) any statute, judgment, decree, order, regulation or rule of any court or governmental or regulatory authority applicable to any member of the Seller Parties.

5.4 Governmental Authorities. Except as set forth on Schedule 5.4, no consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority (foreign, federal, state or local) is required for the execution and delivery by the members of the Seller Group of the Transaction Documents to which they are a party or for the consummation by the member of the Seller Group of the transactions contemplated by the Transaction Documents, including but not limited to the purchase and sale of the Acquired Assets and the assumption by Buyer of the Assumed Liabilities pursuant to this Agreement (the “Transactions”). No member of the Seller Parties has any operations, owns any assets, has any supplier or customer transactions, or any other activities of any kind or nature that would subject any members of the Seller Group, the Acquired Assets, or the Business to the laws, taxing authorities or legal requirements of any jurisdiction outside of the United States of America.

5.5 Capitalization. The entire authorized, issued and outstanding equity interests of each of the Seller Parent and the Seller is as set forth on Schedule 5.5. All of the outstanding equity interests of each of the Seller Parent and the Seller have been duly authorized, validly issued, and are fully paid and non-assessable. Neither the Seller Parent nor the Seller has violated any Legal Requirements or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its equity interests. Schedule 3.1(c) contains a true, correct and complete list of the Owner Shares and Founders Shares and the applicable Owner and Founder, respectively. All of the outstanding equity interests of the Seller and Seller Parent are held of record and beneficially owned by the Persons listed on Schedule 5.5. There are no options or warrants for, or instruments convertible into, equity interests of the Seller Parent or the Seller and no preemptive rights or other similar rights in respect of any equity interest in such Seller Party. Except as imposed by applicable Legal Requirements, there are no Encumbrances on, or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in any Seller Party, or otherwise affecting the rights of any equity holder of the Seller Parties. There is no contractual obligation or

provision in the organizational documents of any Seller Party which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend) in respect of, any equity interests in such Seller Party.

5.6 Financial Statements. The Seller has delivered the following financial statements (the “Financial Statements”) to Buyer, which are attached as Schedule 5.6 hereto: (a) the consolidated audited balance sheets of the Seller Parent as of the fiscal years ended December 31, 2023 and 2024 (the “Year End Balance Sheets”), (b) the consolidated audited statements of income of the Seller Parent for such fiscal years then ended (the “Year End Income Statements”), and (c) the balance sheet of the Seller Parent as of November 30, 2025 (the “Interim Balance Sheet”) and the related statement of income for the eleven-month period then ended (the financial statements specified in this clause (c), the “Interim Financials”). Except as set forth on Schedule 5.6, each of the Financial Statements are true and complete in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financials, to normal and recurring year-end adjustments. The Financial Statements fairly and accurately present the financial condition and results of operations of the Business as of the respective dates they were prepared and the results of operations of the Business for the periods indicated. The Seller Parent and the Seller each maintain systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with tax basis accounting principles and to maintain accountability for assets.

5.7 No Undisclosed Liabilities. Except to the extent (a) reflected or reserved against in the Interim Balance Sheet, (b) incurred in the ordinary course of business after the date of the Interim Balance Sheet and either discharged prior to Closing or reflected or reserved against on the Closing Statement or (c) described on Schedule 5.7 hereto, the Seller Parties do not have any Liabilities, other than ordinary course performance obligations with respect to the Seller Contracts that would not be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP.

5.8 Absence of Certain Changes. Except as set forth on Schedule 5.8, since December 31, 2024 (the “Lookback Date”), each Seller Party has carried on its business only in the ordinary course, and there has not been (a) any change in the assets, liabilities, sales, income or business of any Seller Party or in its relationships with suppliers, customers, lessors, other than changes which were both in the ordinary course of business and have not been, either in any case or in the aggregate, materially adverse; (b) any acquisition or disposition by any Seller Party of any asset or property other than in the ordinary course of business; (c) any damage, destruction or loss, whether or not covered by insurance, of the Acquired Assets; (d) any declaration, setting aside or

payment of any dividend or other payment in respect of any Seller Party's equity interests; (e) any change in the compensation or other benefits payable or to become payable by any Seller Party to any of its managers, directors, officers or employees, any bonus payments made to or the entry into any severance, deferred compensation or similar compensatory arrangements with any of them; (f) any forgiveness or cancellation of any Indebtedness or claim by any Seller Party or any waiver of any right of material value; (g) any entry by any Seller Party into any transaction other than in the ordinary course of business except for the Transactions; (h) any incurrence by any Seller Party of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business; (i) any Encumbrance on any of the assets, tangible or intangible, of any Seller Party; or (j) any discharge or satisfaction by any Seller Party of any Encumbrance or payment by any Seller Party of any obligation or Liability (fixed or contingent) other than (A) current liabilities included in the Interim Balance Sheet and (B) current liabilities incurred since the date of the Interim Balance Sheet in the ordinary course of business.

5.9 Litigation, Actions, Proceedings and Claims. Except as set forth on Schedule 5.9 hereto, no action, suit, proceeding, investigation or other claim is pending or, to the Knowledge of the Seller Parties, threatened, relating to or affecting any of the Acquired Assets, the Business or any Seller Party, or which questions the validity of any of the Transaction Documents or challenges any of the Transactions contemplated thereby. To the Knowledge of the Seller Parties, there is no basis for, nor are there any facts or circumstances that would reasonably be expected to give rise to or otherwise permit, any action, suit, proceeding, investigation or claim with respect to any of the foregoing.

5.10 Legal Compliance; Illegal Payments; Permits. Except as set forth on Schedule 5.10, each member of the Seller Parties has complied in all material respects with, and is in compliance in all material respects with (a) all Legal Requirements and all judicial or administrative tribunal orders, judgments, writs, injunctions, decrees or similar commands applicable to such Person or any of its assets, and (b) all terms and provisions of all Permits, contracts, agreements and indentures to which such Person is a party, or by which such Person or any of its assets is subject. No member of the Seller Parties has committed, been charged with, nor to the Knowledge of the Seller Parties, has been under investigation with respect to, nor does there exist any violation of any provision of any Legal Requirements in respect of any Seller Party or any of its respective assets. In the conduct of its business, no member of the Seller Parties nor any of its respective directors, managers, officers, employees or agents, have (x) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person with intention

to make, any illegal contribution or reimbursed any illegal political gift or contribution to any candidate for federal, state, local or foreign public office or (y) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. The applicable member of the Seller Parties has been duly granted all Permits under all Legal Requirements necessary for the conduct of the Business and the lawful occupancy and use of the Leased Real Property. Schedule 5.10 describes each Permit affecting, or relating to, each of the Seller, the Business or the Seller Parties’ operations. Except as disclosed on Schedule 5.10, (i) the Permits are valid and in full force and effect, (ii) no member of the Seller Parties is in breach or violation of, or default under, any such Permit, and to the Knowledge of the Seller Parties, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default, (iii) except as disclosed on Schedule 5.10, the Permits are transferable to Buyer as a result of the Transactions, and (iv) assuming compliance by Buyer with all applicable Legal Requirements in connection with the operation of the Business pursuant to the Permits, and the absence of any changes to the applicable Legal Requirements, the Permits if and when vested in Buyer, will be valid and sufficient for the continued operation of the Business in substantially the same the manner conducted by the Seller Parties. True and complete copies of such Permits have previously been delivered to Buyer.

5.11 Title to Acquired Assets; Sufficiency. The Seller Parties are the lawful owner of and have good and valid title (which includes title to a leaseholder interests, if applicable) to all of the Acquired Assets, and have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party except as set forth on Schedule 5.3 or Schedule 5.4 hereto. Except for liens arising in connection with the Indebtedness listed on the Certificate of Indebtedness and Transaction Expenses, which secure Indebtedness and which will be discharged at or prior to the Closing, all of the Acquired Assets are entirely free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (each, an “Encumbrance”, and collectively, “Encumbrances”) other than the Permitted Encumbrances. At and as of the Closing, Buyer will have, good and valid record and marketable title to all of the Acquired Assets, free and clear of all Encumbrances other than the Permitted Encumbrances. All of the Acquired Assets are in good condition and repair (ordinary wear and tear excepted) and are adequate and sufficient to carry on the Business as presently conducted.

5.12 Real Property; Safety, Zoning. No Seller Party owns and has not owned, any real property, and no Seller Party is a party to any Contract to purchase any real property or any interest therein. Schedule 5.12 hereto sets forth a complete and accurate list of all real property in which any Seller Party currently has a leasehold or sub-leasehold interest or other rights legal to use

or occupy (the “Leased Real Property”). The Seller has previously delivered or made available to Buyer complete copies of each of the leases and, if any, subleases, amendments and guaranties for the Leased Real Property. There are no defects in the Leased Real Property, as to condition or the Knowledge of the Seller Parties as to title, that could have a material adverse effect on the Business. No member of the Seller Parties has received any notice that either the whole or any portion of the Leased Real Property is to be condemned, requisitioned or otherwise taken by public authority. No member of the Seller Parties has received written notice of any public improvements which could reasonably be expected to result in special assessments against or otherwise affect the Leased Real Property. The Seller Parties enjoy quiet possession of the Leased Real Property. Except as set forth on Schedule 5.12 with respect to the Real Property Leases, (i) the Seller has a valid leasehold interest in such lease, free and clear of any and all Encumbrances other than Permitted Encumbrances, (ii) there are no parties (other than the Seller) in possession of any portion of the Leased Real Property, (iii) the Seller hasn’t entered into any written sublease, assignment, mortgage, license, option, right, concession or other agreement or arrangement with respect to such leases or granted to any third party the right to use or occupy the Leased Real Property or any portion thereof or interest therein, and (iv) each Real Property Lease is in full force and effect, the Seller Parties are not in breach of any of the material provisions of any such Real Property Lease, nor to the Knowledge of the Seller Parties, is any other party to any such Real Property Lease in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default thereunder, including but not limited to the Transactions. The improvements on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate for the purposes for which they are presently being used.

5.13 Environmental Matters. Except as set forth on Schedule 5.13:

(a) No Seller Party nor, to the Knowledge of the Seller Parties, any operator of any real property presently or formerly leased or operated by any Seller Party, is or has been, in violation or alleged violation in any material respect of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation those arising under any federal, state or local statute, regulation, ordinance, order, decree or any other Legal Requirement relating to health, safety or the environment (collectively, “Environmental Laws”);

(b) No Seller Party has received notice from any third party, including without limitation any foreign, federal, state or local governmental authority, (i) that the Seller or any predecessor in interest has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party for contamination at the

leased real property under any Environmental Laws; (ii) that any hazardous waste, any hazardous substance, any pollutant or contaminant or any toxic substance, oil or hazardous material or other chemical or substance (including perfluoroalkyl or polyfluoroalkyl substances, asbestos in any form, urea formaldehyde or polychlorinated biphenyls) regulated by any Environmental Laws (“Hazardous Substances”) which any Seller Party or any predecessor in interest has generated, transported or disposed of has been found at any site at which a foreign, federal, state or local agency or other third party has conducted or has ordered that the Seller or any predecessor in interest conduct a remedial investigation, removal or other response action pursuant to any Environmental Laws; or (iii) that the Seller or any predecessor in interest is or shall be a named party to any claim, action, cause of action, complaint, legal or administrative proceeding arising out of any third party’s incurrence of costs, expenses, losses or damages in connection with the release of Hazardous Substances;

(c) No portion of any real property presently or formerly leased or operated by any Seller Party has been used by Seller Parties for the handling, manufacturing, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and to the Knowledge of the Seller Parties, no underground tank or other underground storage receptacle for Hazardous Substances is located on such properties which have been owned or operated by the Seller Parties. In the course of any activities conducted by the Seller Parties, no Hazardous Substances have been generated or are being used on such properties except in accordance with applicable Environmental Laws. All real properties presently or formerly leased or operated by the Seller Parties do not require any response, remedial or removal actions to address releases of Hazardous Substances to address any contamination in groundwater, surface water, soil, sediment and air contamination, and such properties do not contain any Hazardous Substances, except in each case to the extent that the presence of Hazardous Substances on such properties does not violate in any material respect any applicable Environmental Laws. There have been no releases or threatened releases of Hazardous Substances by Seller Parties on, upon, into or from any real property presently or formerly owned, leased or operated by the Seller, except in accordance with applicable Environmental Laws. To the Knowledge of the Seller Parties, there have been no releases on, upon, from or into any real property in the vicinity of any real property presently or formerly leased or operated by the Seller Parties which, through soil or groundwater contamination, have come to be located on such real property, except for Hazardous Substances whose presence on such real property does not violate any applicable Environmental Laws;

(d) To the Knowledge of the Seller Parties, no real property presently or formerly leased or operated by the Seller Parties is or shall be subject to any applicable environmental cleanup responsibility law or environmental restrictive transfer law or regulation, by virtue of the Transactions set forth herein and contemplated hereby; and

(e) Attached as part of Schedule 5.13 is a list of all material environmental reports, environmental site assessments and other material environmental documents which are in the possession of the Seller or any other member of the Seller Parties which contain material information with respect to potential environmental liabilities associated with any real property presently or formerly leased or operated by the Seller Parties and relating to compliance with Environmental Laws or the environmental condition of such properties. The Seller has furnished to Buyer complete and accurate copies of all of the documents and other materials listed on Schedule 5.13 hereto.

5.14 Contracts.

(a) “Material Seller Contracts” means each of the following Contracts of the Seller and the Seller Parties (x) by which any of the Acquired Assets are bound or affected or (y) to which the Seller or the Seller Parent is a party or by which it is bound in connection with the Business or the Acquired Assets:

(i) all Contracts involving aggregate consideration in excess of $50,000.00 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice;

(ii) all Contracts that relate to the sale of any of the Seller Parties’ assets or properties outside the ordinary course of business;

(iii) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(iv) except for agreements relating to trade payables, all Contracts relating to Indebtedness of the Seller or the Seller Parent (including, without limitation, guarantees, bonds, contingent payment agreements and security agreements);

(v) all Contracts relating to any partnership, joint venture or similar agreement relating to the assets, properties or business of the Seller or the Seller Parent;

(vi) all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person;

(vii) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than ninety (90) days’ notice;

(viii) all requirements or exclusive dealings contracts, and all contracts which require the Seller or the Seller Parent to refrain from competing in any manner (by territory, by customer or otherwise);

(ix) all Contracts with Customers;

(x) all Contracts with Suppliers;

(xi) all leases of the Seller or the Seller Parent, noting each such lease as capital or operating, and including the Real Property Leases and Personal Property Leases;

(xii) all Contracts with any Affiliate of the Seller and/or the Seller Parent;

(xiii) all collective bargaining agreements or Contracts with any labor organization, union or association;

(xiv) all Contracts with any Governmental Authority; or

(xv) all agreements evidencing ownership or right to use Intellectual Property.

(b) Schedule 5.14 sets forth a true, complete and accurate list of the Material Seller Contracts as of the date of this Agreement. The Seller has delivered or made available to Buyer true, correct and complete copies of each Material Seller Contract, together with all modifications and supplements thereto. Each Material Seller Contract is in full force and effect, the Seller Parties are not in breach of any of the material provisions of any such Contract, nor to the Knowledge of the Seller Parties, is any other party to any such Contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default thereunder. Each Seller Party has in all material respects performed all material obligations required to be performed by it to date under each such Contract. Subject to obtaining any necessary consents by the other party or parties to any such Contract (x) each is enforceable against each party to such contractual obligation, and is

in full force and effect in accordance with the express terms thereof and will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Transactions, and (y) no Contract includes any written provision (or to the Knowledge of the Seller Parties, any oral provision) the effect of which may be to enlarge or accelerate any obligations of Buyer to be assumed or transferred thereunder or give additional rights to any other party thereto in any material respect or will cause the Contract to terminate or lapse by reason of the Transactions.

(c) The Material Seller Contracts represent all of the Contracts necessary to conduct the Business and operations of the Seller Parties as currently conducted. Except as set forth on Schedule 5.14(c), no Seller Party is a party to or bound by any Contract (whether written or oral) containing any covenant prohibiting the Seller from competing in any business of any kind in any territory or from competing with any Person, or in any manner prohibiting any Seller Party from doing any kind of business with any Person.

5.15 Indebtedness. The Seller Parties do not have any Indebtedness outstanding at the Closing Date. No Seller Party is in default with respect to any outstanding Indebtedness or any instrument relating thereto. Complete and correct copies of all instruments (including all amendments, supplements, waivers and consents) relating to any Indebtedness of the Seller Parties have been furnished to Buyer.

5.16 Accounts Receivable. All Accounts Receivable represent bona fide transactions made in the ordinary course of business and are valid obligations owing to the Seller Parties. All Accounts Receivable are, except to the extent reserved against on the Interim Financials, current and collectible in the ordinary course of business. Except to the extent reserved against on the Interim Financials, there is no contest, claim or right of set-off with any obligor of any Accounts Receivable relating to the amount or validity of such accounts receivable. Schedule 1.2(c) contains a complete and accurate list of all Accounts Receivable of the Seller Parties as of one (1) Business Day prior to the date of this Agreement, which list sets forth the aging of each such Accounts Receivable of the Seller Parties.

5.17 Inventories. All Inventories, whether or not reflected in the Interim Balance Sheet, consist of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All Inventories are owned by the Seller Parties free and clear of all Encumbrances (other than Permitted Encumbrances), and no Inventories are held on a consignment basis. The quantities of Inventories (whether raw

materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Seller Parties.

5.18 Material Contractual Relationships; Customers and Suppliers.

(a) The relationships of the Seller Parties with all parties to Material Seller Contracts (each a “Material Contract Party” and, collectively, “Material Contract Parties”) are good commercial working relationships and, except as set forth on Schedule 5.18(a), no Material Contract Party has cancelled or otherwise terminated, or to the Knowledge of the Seller Parties, threatened to cancel or otherwise to terminate, its relationship with the Seller Parties. The consummation of the Transactions and by the other Transaction Documents is not reasonable expected to adversely affect the relationship of Buyer with any of the Material Contract Parties. Except as set forth on Schedule 5.18(a), the Seller Parties are not in any dispute with any of the Material Contract Parties and, to the Knowledge of the Seller Parties, there is no reasonable basis to believe that any of the Material Contract Parties intends to terminate, cancel or attempt to adversely modify its relationship with the Seller Parties or the Business. Except as set forth on Schedule 5.18(a), to the Knowledge of the Seller Parties, no current facts and circumstances exist with respect to any one or more Material Contract Parties that would reasonably be expected to result in a material decline in revenue from the Material Contract Party contract. During the last twelve (12) months, no supplier or service provider to the Seller Parties has terminated or materially limited, or threatened to terminate or materially limit, its supplies or services for use in the Business.

(b) Schedule 5.18(b) sets forth (i) the name of each of the top twenty (20) customers of the Seller by revenue for each of the twelve-month periods ended as of December 31, 2022, 2023, and 2024 and for the eleven-month period ended November 30, 2025 (the “Customers”) and (ii) the names of any Persons with which the Seller Parties have a material strategic partnership or similar relationship (“Strategic Partners”). Except as set forth in Schedule 5.18(b), within the twelve-month period ended as of the Closing Date, other than with respect to Contracts or arrangements which by their terms have expired or for which no election to renew was made, none of the Customers or Strategic Partners have (i) canceled or otherwise terminated its relationship with the Seller Parties, (ii) materially decreased its purchases with the Seller Parties (as applicable) or (iii) to the Knowledge of the Seller Parties, adopted any plan or has any intention to do any of the foregoing.

(c) Schedule 5.18(c) sets forth the name of each of the top ten (10) suppliers to the Seller Parties by expense for each of the twelve-month

periods ended as of December 31, 2022, 2023, and 2024 and for the eleven-month period ended November 30, 2025 (the “Suppliers”). Except as set forth in Schedule 5.18(c), within the twelve month period ended as of the Closing Date, other than with respect to Contracts or arrangements which by their terms have expired or for which no election to renew was made, none of the Suppliers have (i) canceled or otherwise terminated its relationship with the Seller, (ii) except as requested by the Seller, decreased its services, supplies or materials to the Seller, (iii) materially changed its pricing terms or any other material term affecting the Seller or (iv) to the Knowledge of the Seller Parties, adopted any plan or has any intention to do any of the foregoing.

(d) (i) The Seller Parties do not hold any certifications or claim any designations regarding their status as a small business, disadvantaged business, woman-owned business, minority-owned business, historically underutilized business (HUB) or similar certifications relating to the ownership or size of the Seller Parties (collectively, the “Certifications”), (ii) the Seller Parties do not have currently or have not in the past five (5) years, had any customer or supplier contracts, purchase orders or agreements whereby a Seller Party has been required to hold a Certification or affirmatively stated or represented it holds a Certification, or otherwise claimed a small business, woman-owned, minority-owned, HUB or similar designation, and (iii) the loss of any such Certifications or designation as a result of the consummation of the transaction contemplated hereby will not adversely affect the relationship of the Business with any suppliers or customers.

5.19 Intellectual Property: Data Security and Privacy.

(a) Schedule 5.19(a) hereto sets forth a complete and accurate list of all Intellectual Property held by any Seller Party, including (i) all Intellectual Property registered in the name of any Seller Party, and all applications therefor, (ii) all other Intellectual Property constituting patents, trademarks, trade names, domain names and copyrights used or proposed to be used by the Seller Parties, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (iii) all written or oral agreements relating to other Intellectual Property constituting Technology, know-how and processes which a Seller Party is licensed or authorized by others to use or which the Seller Parties have licensed or authorized for use by others. Except to the extent set forth in Schedule 5.19(a), the Seller Parties, (x) own or have the sole and exclusive right to use all Intellectual Property referred to in clause (i) of the preceding sentence, (y) have the right without restriction to use all Intellectual Property referred to in clause (ii) of the preceding

sentence, and (z) have the right to use all Intellectual Property used or necessary for the ordinary course of business as presently conducted or currently proposed to be conducted, and the consummation of the Transactions will not alter or impair, or cause Buyer to incur any additional cost in connection with, any such right. No claims have been asserted against any member of the Seller Parties, and no claims are pending, by any Person regarding the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any license or agreement, and to the Knowledge of the Seller Parties, there is no reasonable basis for such claim. The use by the Seller Parties of such Intellectual Property in the ordinary course of business does not infringe on the rights of any Person.

(b) None of the Seller Parties nor any of their respective employees or, to the Knowledge of the Seller Parties, their independent contractors has infringed or made unlawful use of, or is infringing or making unlawful use of, any proprietary or confidential information of any Person, including without limitation any former employer of any past or present employee or independent contractor of the Seller. The activities of the Seller Parties’ employees and to the Knowledge of the Seller Parties, their independent contractors in connection with their employment or engagement do not violate any agreements or arrangements that any such employees, contractors or consultants have with any former employer or any other Person.

(c) The Seller Parties have maintained commercially reasonable practices in accordance with industry standards to protect the confidentiality of the Seller’s confidential information and trade secrets and, except as disclosed on Schedule 5.19(c), has required any employee or third party with access to the Seller’s confidential information to execute enforceable contracts requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Seller Parties.

(d) The Seller Parties’ use and dissemination of any personally-identifiable information concerning individuals, including medical records and information, is in compliance in all material respects with all applicable privacy policies, terms of use, Legal Requirements and contractual obligations applicable to the Seller Parties and the Business or to which the Seller Parties are bound. The Seller Parties maintain policies and procedures regarding data security and privacy and maintain administrative, technical, and physical safeguards that are commercially reasonable and, in any event, in compliance with all applicable Legal Requirements, Data Security and Information Privacy Requirements and contractual obligations applicable to the Seller Parties or to which the Seller Parties are bound. Except to the extent set forth in Schedule 5.19(d), there have been no security

breaches relating to, or violations of any security policy regarding, or any unauthorized access of, any data or information used by the Seller Parties.

5.20 Taxes. Except as set forth on Schedule 5.20:

(a) All Tax Returns with respect to the Business and the Acquired Assets required to be filed by the Seller Parties or any other Person for any Pre-Closing Tax Period have been timely filed. Such Tax Returns are true, complete and correct in all material respects. All Taxes due and owing by the Seller Parties or any other Person with respect to the Business and the Acquired Assets (whether or not shown on any Tax Return) have been timely paid except where being contested in good faith and which are set forth on Schedule 5.20. All Taxes with respect to any Pre-Closing Tax Period that are not yet due and payable have been adequately reserved for on the Interim Financials.

(b) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Seller Parties.

(c) All deficiencies asserted, or assessments made, against the Seller Parties or the Owners as a result of any examinations by any Tax Authority have been fully paid except where being contested in good faith and which are set forth on Schedule 5.20.

(d) The Seller Parties are not a party to any Action by any Tax Authority. There are no pending or, to the Knowledge of the Seller Parties, threatened Actions by any Tax Authority against the Seller Parties, the Owners or with respect to the Business or the Acquired Assets, nor has any Tax Authority requested information related to Tax matters that involve the Seller Parties or the Business or Acquired Assets.

(e) There are no Encumbrances for Taxes upon any of the Acquired Assets nor, to the Knowledge of the Seller Parties is any Tax Authority in the process of imposing any Encumbrances for Taxes on any of the Acquired Assets (other than for current Taxes not yet due and payable).

(f) The Seller Parties have not (i) been a member of an affiliated group (within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local, or foreign law) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Seller) or (ii) have any Liability for the taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(g) Schedule 5.20(g) lists all jurisdictions where the Seller Parties have filed Tax Returns with respect to the Business or the Acquired Assets, including each type of Tax reported and/or paid and the applicable Tax form used to report/file such Taxes on a jurisdiction-by-jurisdiction basis for the six (6) years immediately prior to the Closing Date. No Tax Authority in a jurisdiction where the Seller Parties do not file Tax Returns has claimed that the Seller Parties are or may be required to file Tax Returns with that Tax Authority, nor is there any reason to believe a Tax Authority could make such claim. Except as set forth on Schedule 5.20(g), the Seller Parties do not have a "permanent establishment" in any country, nor do the Seller Parties operate or conduct business through any branch in any country, other than the United States.

(h) The Seller Parties have timely withheld and paid all Taxes required to have been withheld or paid in connection with amounts paid or owing to any employee, creditor, independent contractor or third party and complied with all information reporting and backup withholding provisions in connection therewith. The Seller Parties do not have any Liability for Taxes, benefits or compensation as a result of the misclassification of (i) employees as independent contractors or (ii) independent contractors as employees.

(i) None of the members of the Seller Parties is a "foreign person" as that term is used in Treasury Regulations Section 1.1445-2.

(j) None of the Acquired Assets is (i) required to be treated as being owned by another person pursuant to the so-called "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, (ii) subject to Section 168(g)(1)(A) of the Code, or (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code.

(k) None of the Acquired Assets is tax-exempt use property within the meaning of Section 168(h) of the Code.

(l) No member of the Seller Parties has participated (i) in any "tax shelter" within the meaning of Section 6011 of the Code (as in effect prior to the enactment of P.L. 108-357 or any comparable laws of jurisdictions other than the United States) or (ii) in any "reportable transaction" within the meaning of Treasury Regulations Section 1.6011-4(b) or any comparable laws of jurisdictions other than the United States.

(m) Since its formation, for federal and applicable state and local income tax purposes the Seller Parent has been, and as of the Closing the Seller Parent will be, classified as an S-corporation. Since its

formation, for federal and applicable state and local income tax purposes the Seller has been, and as of the Closing the Seller will be, classified as a partnership. None of the members of the Seller Parties has filed any election or taken any other action to change its status for federal or any applicable state or local income tax purposes.

(n) No member of the Seller Parties is a party to any Tax exemption, Tax holiday or other Tax reduction agreement, approval or order of any Tax Authority.

5.21 Employee Matters. Schedule 5.21 hereto sets forth a complete and accurate list of each employee, consultant and independent contractor of the Seller Parties (each, a "Service Provider"), the date of hire and title of such Service Provider, the rate, character and amount of the compensation (base pay, bonuses, commissions and benefits) paid to such Service Provider for the fiscal years ended December 31, 2022, 2023, and 2024, and whether or not such Service Provider is an Affiliate or family member of the Seller Parties. Except as set forth on Schedule 5.8, there have been no changes in such compensation since the Lookback Date. Except as listed in Schedule 5.21 hereto, the Seller Parties do not have any employment agreement or consulting agreements, written or oral, with any currently active Service Provider, including any agreement to provide any bonus, commission or benefit to any such Service Provider. Any Service Provider of the Seller Parties who, at the Closing Date, is on short or long term disability is accurately listed as such on Schedule 5.21. Except as set forth on Schedule 5.21, the Seller Parties are in compliance in all material respects with all Legal Requirements respecting employment and employment practices, terms and conditions of employment, immigration, wages and hours, overtime compensation, employee classification and nondiscrimination in employment, and is not engaged in any unfair labor practice. All individuals characterized and treated by the Seller Parties as consultants or independent contractors are properly treated as independent contractors in accordance with all Legal Requirements. All employees of the Seller Parties classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth on Schedule 5.21, there is no charge pending or, to the Knowledge of the Seller Parties, threatened against the Seller Parties alleging unlawful discrimination in, or other violations of, employment practices before any court or agency and there is no charge of or proceeding with regard to any unfair labor practice against the Seller pending before the National Labor Relations Board or any similar entity. No one has petitioned within the last three (3) years, and no one is now petitioning, for union representation of the Seller Parties' Service Providers. None of the Service Providers of the Seller Parties are covered by any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by the Seller Parties. Except as listed in Schedule 5.21 hereto, the Seller Parties have completed and retained the necessary employment verification paperwork under the Immigration Reform and

Control Act of 1986 (“IRCA”), to the extent required, for the employees hired prior to the date of this Agreement, and has complied with the applicable anti-discrimination provisions of the IRCA. Further, except as listed in Schedule 5.21 hereto, at all times prior to the date of this Agreement, the Seller Parties were in compliance in all material respects with both the applicable employment verification provisions (including completion and maintenance of I-9s for all employees and the proper confirmation of employee visas, and all related paperwork and documentation requirements) and the applicable anti-discrimination provisions of IRCA. Except as listed in Schedule 5.21 hereto, all current Service Providers of the Seller Parties are, and all former Service Providers whose employment or services were terminated, voluntarily or involuntarily, within the three (3) years prior to the date of this Agreement, were legally authorized to work in the United States.

5.22 Employee Benefit Plans.

(a) Schedule 5.22(a) sets forth a correct and complete list of all Employee Benefit Plans that the Seller sponsors, maintains, participates in, contributes to or is obligated to contribute to, written and unwritten, sponsored, participating in, maintained or contributed to or required to be maintained or contributed to or to which there is any obligation by an ERISA Affiliate of the Seller for the benefit of any individual providing services to the Seller or the Business or with respect to which the Seller has or may have any Liability, including without limitation, with respect to any ERISA Affiliate of the Seller or Employee Benefit Plan of an ERISA Affiliate of Seller (each, an “Employee Benefit Plan”). The Seller has made available to Buyer true and complete copies of (i) each Employee Benefit Plan, including complete, executed copies of any plan documents and any and all amendments thereto and all Contracts or arrangements with respect thereto, including any administrative services agreement, (ii) the most recently prepared actuarial report or the Financial Statements, (iii) the three (3) most recent annual reports on Form 5500 with respect to each Employee Benefit Plan (if applicable) (and all attachments thereto) and the three (3) most recent years of non-discrimination testing, (iv) the summary plan descriptions for each Employee Benefit Plan for which a summary plan description is required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as all summaries of material modifications and notices provided to participants, where applicable, and written descriptions of any Employee Benefit Plan that is oral, (v) each trust agreement, insurance Contract, and any stop loss insurance Contract with respect to any self-funded Employee Benefit Plan, or other funding vehicle relating to any Employee Benefit Plan, (vi) in the case of any Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code, the most recent determination letter (and if a prototype plan, an opinion letter), if any, received from the IRS,

(vii) the 3 most recent years forms 1095-C and 1094-C (viii) in the case of an Employee Benefit Plan that is a group health plan subject to Section 4980H of the Code, the “summary of benefits and coverage”, (ix) with respect to Seller Group Medical Plan, as defined in Section 7.9, the cost history for the previous three (3) years and a description of the amount accrued in on the Financial Statements currently for such Seller Group Medical Plan, and (x) any correspondence from any Governmental Authority with respect to any Employee Benefit Plan.

(b) Notwithstanding anything herein to the contrary, no Employee Benefit Plan is and no Seller Party nor any Affiliate or Seller Party ERISA Affiliate has ever maintained or contributed to a defined benefit pension plan, a multiemployer plan as defined under Section 3(37) of ERISA, a multiple-employer plan, a multiple employer welfare arrangement as defined under Section 3(40) of ERISA, a self-insured welfare plan or any welfare plan, as defined under Section 3(1) of ERISA for a former employee, director or consultant (except as otherwise provided by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state law equivalent to COBRA).

(c) Except for the arrangements set forth on Schedule 5.22(a), no Seller Party nor any ERISA Affiliate maintains or contributes to, has not in the current or preceding three (3) calendar years maintained or contributed to, any pension, profit-sharing, deferred compensation, bonus, stock option, share appreciation right, severance, group or individual health, dental, medical, life insurance, survivor benefit, or similar plan, policy or arrangement, whether formal or informal, for the benefit of any member, manager, director, officer, consultant or employee, whether active or terminated, of the Seller Parties.

(d) Each Employee Benefit Plan and all related trusts has, in all material respects, been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and applicable Legal Requirements and timely amended pursuant to Legal Requirements. All contributions or payments due or required to be paid by any Seller Party with respect to any of the Employee Benefit Plans have been contributed, paid or properly accrued on the Financial Statements. No event for any penalty or excise tax under ERISA or the Code with respect to any Employee Benefit Plan has been incurred. Each Employee Benefit Plans that is a group health plan has at all times complied with the requirements of Code Section 4980H and has complied with all requirement for the distribution of a “summary of benefits and coverage” to employees and calculations of full-time employees and full-time equivalent employees, and no “Employer Shared Responsibility” payments described in Code Section 4980H

have been incurred. There are no facts or circumstances that would be reasonably likely to subject any Seller Party, Buyer or Buyer Parent to any assessable penalty or payment under Section 4980H of the Code. Each Seller Party, their ERISA Affiliates, and each Employee Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (an “Employee Health Plan”) (i) are currently in material compliance with the Patient Protection and Affordable Care Act (“PPACA”), the Health Care and Education Reconciliation Act of 2010 (“HCERA”), the Health Insurance Portability and Accountability Act and COBRA and all regulations and guidance issued thereunder (collectively, with PPACA and HCERA, the “Healthcare Reform Laws”), (ii) has been in compliance with applicable Healthcare Reform Laws since March 23, 2010, and (iii) no event has occurred and no condition or circumstance exists, that could reasonably be expected to subject the Seller Parties, any applicable Employee Benefit Plan, or Buyer with respect to any Employee Benefit Plan to penalties or excise taxes under Sections 4980D, 4980H, or 4980I of the Code or any other applicable Legal Requirement. No Seller Party nor any of their ERISA Affiliates has directly or indirectly, during the past six (6) years, paid for or reimbursed any employee’s health or medical insurance premiums for any coverage other than through an Employee Benefit Plan or a Code Section 125 “cafeteria” or “flexible” benefit plan or flexible spending account.

(e) The Seller Parties have provided Buyer with employee information required for accurate and timely filing of Forms 1094-C and 1095-C under Section 6056 of the Code for compliance with the Affordable Care Act.

(f) Each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without any Liability to Buyer other than ordinary administrative expenses typically incurred in a termination event. No Seller Party has any commitment or obligation, or has made any representations to any employee, officer, director, manager, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Employees Benefit Plan or any collective bargaining agreement, in connection with the consummation of the Transactions or otherwise.

(g) Except as set forth on Schedule 5.22(g):

(i) there is no pending or, to the Knowledge of the Seller Parties, threatened legal action, proceeding or investigation, including without limitation by any Governmental Authority concerning any Employee Benefit Plan or any fiduciary or service provider thereof and there is no basis for any such legal action

or proceeding and no Employee Benefit Plan is or has been the subject of any voluntary correction program with a Governmental Authority;

(ii) no communication, report or disclosure has been made which, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan;

(iii) no Employee Benefit Plan has been involved in any “Prohibited Transaction” (as defined under Section 4975 of the Code), and no fiduciary of any Employee Benefit Plan has breached any duty under Section 404 of ERISA at any time during the period ending on the Closing Date;

(iv) no benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after Closing);

(v) Nothing has occurred that could reasonably be expected to result in a material increase in the benefits under or the expense of maintaining any Employee Benefit Plan from the level of benefits or expense incurred for the most recently completed fiscal year. There have been no amendments to, announcements by Seller Parties or their ERISA Affiliates relating to, or changes in employee participation or coverage under, any Employee Benefit Plan that would increase the annual expense of maintaining such Employee Benefit Plan above the level of the expense incurred for the most recently completed fiscal year with respect to any member, manager, director, officer, employee, independent contractor, or consultant, as applicable;

(vi) Each Employee Benefit Plan that is deferred compensation subject to Code Section 409A is in compliance with Code Section 409A in form and operation and no events for any excise tax has been incurred;

(vii) No Seller Party has any Liability to provide or any Liability with respect to an obligation to provide, medical, dental, or life insurance coverage, or any other welfare benefits after termination of employment in respect of the Seller’s employees, officers, managers, or other individuals under any Employee Benefit Plan or otherwise, except as may be required under Section 4980B of the Code, Section 601 of ERISA or similar state Legal Requirements; and

(viii) the Seller Parties have not undertaken to maintain any Employee Benefit Plan for any predetermined period and each such Employee Benefit Plan is terminable at any time at the sole discretion of the Seller Parties, subject to applicable Legal Requirements, without any Liability.

(h) Except as set forth on Schedule 5.22(h) hereto, the execution of this Agreement and the consummation of the Transactions and by the other Transaction Documents will not result in any payment (whether of severance pay or otherwise) becoming due from any Employee Benefit Plan to any current or former member, manager, director, officer, consultant or employee of the Seller Parties or result in the accelerated vesting, acceleration of payment or increases in the amount of any benefit payable to or in respect of any such current or former member, manager, director, officer, consultant or employee or result in a “parachute payment” under Code Section 280G.

(i) Except as set forth on Schedule 5.22(i), no Seller Parties employee will, from any member of the Seller Parties or their respective Affiliates, receive any compensation (whether monetary or non-monetary, a “transaction bonus” or otherwise) in connection with the consummation of the Transactions (including, for the avoidance of doubt, at any time after the Closing).

5.23 Insurance. Schedule 5.23 hereto lists all policies of fire, liability, workmen’s compensation, life, property and casualty, director and officer, and other insurance owned or held by the Seller Parties. All such policies (a) are in full force and effect, (b) are sufficient for compliance by the Seller Parties with all Legal Requirements and all agreements to which it is a party and (c) provide that they will remain in full force and effect at the coverages and through the respective dates set forth in such Schedule. The Seller Parties are not in default with respect to their obligations under any of such insurance policies and it has not received any notification of cancellation of any such insurance policies. In addition, Schedule 5.23 contains a list of all pending claims and all claims submitted during the previous three (3) years under any insurance policy maintained by the Seller Parties and of all such pending and submitted claims for the twelve-month period ending December 31, 2024. No insurer has (a) questioned, denied or disputed (or otherwise reserved its rights with respect to) the coverage of any claim pending under any insurance policy or (b) to the Knowledge of the Seller Parties, threatened to cancel any insurance policy. Except as disclosed on Schedule 5.23, to the Knowledge of the Seller Parties, no insurer has notified Seller Parties of plans to raise the premiums for, or alter the coverage under, any such insurance policy.

5.24 Conflicts of Interest: Affiliate Transactions. Except as set forth on Schedule 5.24 hereto, no member of Seller Group (a) owns, directly or indirectly, any interest in (excepting not more than 1% stock holdings for investment

purposes in securities of publicly held and traded companies) or is an officer, director, manager, employee or consultant of any Person which is a competitor, lessor, lessee, customer or supplier of the Seller Parties; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property which the Seller Parties are using or the use of which is necessary for the Business; (c) has threatened any cause of action or other claim whatsoever against (or has any cause of action or claim against), or owes any amount to, the Seller Parties, except for claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under Employee Benefit Plans and similar matters and agreements; or (d) is a party to any agreement, contract or commitment with the Seller Parties or has received any loan, advance or investment from the Seller Parties that has not been repaid in full prior to the date thereof.

5.25 Warranties. Schedule 5.25 sets forth a list of all forms of written warranties and guarantees of the Seller Parties in respect of any products or services that are currently in effect or for which there is or may be any existing or future Liability (the "Warranty Obligations"), including and the duration of each such Warranty Obligation. Except as set forth on Schedule 5.25, there have not been any material deviations from the Warranty Obligations. Except as set forth on Schedule 5.25, the Seller Parties do not have any Liability (and there is no reasonable basis for any present or future material charge, claim, demand or proceeding) arising out of the Warranty Obligations or any injury to any Person or property due to any product or service, in each case that is not adequately reserved for on the Interim Financials.

5.26 Brokers. Except as set forth on Schedule 5.26, no member of the Seller Parties has retained, utilized or been represented by any broker, agent, finder or intermediary in connection with the sourcing, negotiation or consummation of the Transactions and no compensation is due to any of the foregoing.

5.27 Project Backlog: Bids: Payment and Performance Bonds.

(a) Schedule 5.27(a) sets forth an accurate aggregate amount of and complete list of the Seller Parties' current project backlog as of December 31, 2025, and complete list of the Seller Parties' open sales orders in excess of $100,000.00, including all work remaining to be performed by the Seller Parties under Contracts for which work has commenced, as well as work to be performed under Contracts wherein the Seller Parties' performance has not yet commenced ("Work in Process") of the Business as of December 31, 2025, including the estimate as of such date of the total revenues remaining to be earned, prepared on a basis consistent with the Seller Parties' past practice of preparing and tracking the Work in Process of the Business. Since the Lookback Date, the Seller Parties have continued

to book all proposals and Contracts in accordance with past and present practices.

(b) Schedule 5.27(b) sets forth an accurate and complete list of each outstanding and, to the Knowledge of the Seller Parties, unawarded bid by the Seller Parties for the provision or prospective provision of services related thereto which contemplates potential receipts by the Seller Parties of $100,000.00 or more.

(c) Schedule 5.27(c) sets forth an accurate and complete (i) description of the Seller Parties’ current payment and performance bond programs, and (ii) list of the Seller Parties’ projects subject to such bond programs (including the value of the unexpired portion of any bond relating to each such project).

5.28 Books and Records. The books and records of the Seller Parties are true and correct in all material respects and have been maintained in accordance with commercially reasonable business practices. The minute books of the Seller Parties accurately reflect all material actions and proceedings taken to date by the equityholders, directors and managers, as applicable, of the Seller Parties.

5.29 Accounts Payable. Schedule 5.29 sets forth a list of all Accounts Payable existing as of the Closing.

5.30 Payments: Export Control and Antiboycott Laws.

(a) No Seller Party nor any member, shareholder, partner, employee, director, manager, officer, Affiliate, consultant or agent of the Seller Parties or, to the Knowledge of the Seller Parties, any other Person associated with or acting for or on behalf of the Seller Parties, has directly or indirectly:

(i) established or maintained any fund or asset that has not been recorded in the books and records of any Seller Party; or

(ii) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, regardless of form, whether in money, property, or services (A) to obtain favorable treatment in securing business, (B) to pay for favorable treatment for business secured, (C) to obtain special concessions or for special concessions already obtained, for or in respect of any Seller Party or any Affiliate of the Seller, or (D) in violation of any law, including the FCPA.

(b) None of the Seller Parties nor any member, shareholder, partner, employee, director, manager, officer, Affiliate, consultant, agent or

other Person operating for the benefit of the business of the Seller Parties has engaged in any business or effected any transactions (i) in or with any country that is subject to a United States, United Nations or European Union embargo or trade sanctions regime (collectively, the “Restricted Nations”), (ii) with any Person that is owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation, except as set forth on Schedule 5.30(b), (iii) with any Person that is a Governmental Authority within a Restricted Nation, (iv) with any Person that is owned, controlled by or acting on behalf of a Governmental Authority of a Restricted Nation, or (v) with any Person designated pursuant to United States, United Nations or European Union sanctions or executive orders, including the Office of Foreign Assets Control’s list of Specially Designated Nationals or the United States Department of Commerce’s Bureau of Industry and Security’s or the Department of State’s Directorate of Defense Trade Controls’ lists of denied persons, as each may be amended from time to time. Each Seller Party has complied in all material respects and is in compliance in all material respects with all applicable statutory and regulatory requirements under the Trade Control Laws. No Seller Party has been cited or fined for past or present failure to comply with the Trade Control Laws, and no proceeding with respect to any alleged non-compliance is pending or, to the Knowledge of the Seller Parties, threatened.

(c) No Seller Party has violated the antiboycott prohibitions contained in 50 U.S.C. sect. 2401 et seq. (or any corresponding or similar provision of state, local or foreign law) or taken any action that can be penalized under Section 999 of the Code (or any corresponding or similar provision of state, local or foreign law).

5.31 Securities Law Compliance.

(a) The Seller (i) is acquiring the Consideration Shares for its own account and not with a view to distribution, (ii) has sufficient knowledge and experience in financial and business matters so as to be able to evaluate the merits and risk of an investment in the Consideration Shares and is able financially to bear the risks thereof and (iii) understands that the Consideration Shares will, upon issuance, be characterized as “restricted securities” under Applicable Securities Laws and that under such laws and applicable regulations, the Consideration Shares may be resold without registration under such Applicable Securities Laws only in certain limited circumstances;

(b) The Seller is capable of evaluating the merits and risks of its decisions with respect to an investment in the Consideration Shares and has the capacity to protect its own interests;

(c) To the extent necessary, the Seller has retained and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of an investment in the Consideration Shares; and

(d) The Seller has had an opportunity to discuss Buyer Parent’s business, management and financial affairs with the members of its management and has had an opportunity to ask questions of the officers and other representatives of Buyer Parent, which questions were answered to its full satisfaction.

5.32 Restrictions on Transfer or Sale of Securities.

(a) The Seller understands that the Consideration Shares have not been registered under the Securities Act or any state securities laws and that none of the Consideration Shares may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance with Applicable Securities Laws. The Seller understands that Buyer Parent and Buyer are relying upon the representations and covenants in this Agreement for the purposes of determining whether the Transactions, including the issuance of the Consideration Shares, meet the requirements for an exemption from registration under Applicable Securities Laws; and

(b) The Seller understands that the Consideration Shares will constitute “restricted securities” under Applicable Securities Laws and that the Securities Act and the rules of the SEC provide in substance that the Seller may dispose of any such Consideration Shares only in compliance with Applicable Securities Laws.

5.33 No Review.

The Seller understands that no federal or state agency has passed upon the merits of an investment in the Consideration Shares or made any finding or determination concerning the fairness or advisability of such an investment.

5.34 Independent Investigation.

The Seller has or will have conducted its own independent investigation, review and analysis of Buyer Parent and Buyer and their respective business operations and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data necessary for such purpose. The Seller acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely on its own investigation and the express representations and warranties of Buyer Parent and Buyer included in this Agreement and the other Transaction Documents.

5.35 No Other Representations. Except for the representations and warranties of the Seller Group expressly contained in this Agreement or the other Transaction Documents, no Seller Party or Founder makes any other representations or warranties, express or implied, pertaining to the Acquired Assets, the Business or the Transactions. Seller Group hereby disclaims any representation or warranty not contained in this Agreement or the other Transaction Documents.

6. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to the Seller as follows:

6.1 Organization of Buyer: Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out all of the actions required of it pursuant to the terms of such Transaction Documents.

6.2 Approval: Binding Effect. Buyer has obtained all necessary authorizations and approvals from its managers and members, as applicable, required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the Transactions. Each of the Transaction Documents to which Buyer is a party has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally or by general principles of equity.

6.3 Non-Contravention. The execution and delivery by Buyer of the Transaction Documents to which it is a party and the consummation by Buyer of the Transactions will not (a) violate or conflict with any provisions of the formation or organizational agreements of Buyer, each as amended to date; or (b) constitute a violation of, or be in conflict with, constitute or create a default under, or result in the creation or imposition of any lien upon any property of Buyer pursuant to (i) any agreement or instrument to which Buyer is a party or by which Buyer or any of its properties is bound or to which Buyer or any of its properties is subject, or (ii) any statute, judgment, decree, order, regulation or rule of any court or governmental authority to which Buyer is subject.

6.4 Governmental Consents. No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery by Buyer of the Transaction Documents to which it is a party or for the consummation by Buyer of the Transactions.

6.5 Consideration Shares and Escrow Shares. The Consideration Shares and the Escrow Shares have been duly authorized by Buyer Parent, and when issued will be validly issued as fully paid and non-assessable securities in the capital of Buyer Parent, free of any Encumbrances, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Securities Laws and as otherwise expressly contemplated in this Agreement; and if issued pursuant to Part 4 of ASC Rule 72-501 – Distributions to Purchasers Outside Alberta, not be subject to any statutory hold period under the Securities Act (Alberta), subject to compliance with resale restrictions and conditions under Applicable Securities Laws and this Agreement.

6.6 Reporting Issuer Status. Buyer Parent is a reporting issuer in good standing under Applicable Securities Laws in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The Consideration Shares and the Escrow Shares when issued will be listed and posted for trading on the TSX. Buyer Parent is in material compliance with Applicable Securities Laws and the rules and regulations of the TSX. Buyer Parent has not taken any action to cease to be a “reporting issuer” in any of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland nor has Buyer Parent received notification from any Securities Authority seeking to revoke the reporting issuer status of Buyer Parent.

6.7 No Orders. No order having the effect of ceasing or suspending the distribution or trading of the Consideration Shares or the Escrow Shares or ceasing or suspending the trading of any other securities of Buyer Parent, or prohibiting the distribution of the Consideration Shares or the Escrow Shares has been issued or made by any Governmental Authority and no action have been initiated or are pending or, to the knowledge of Buyer Parent, are threatened or is expected to be implemented or undertaken by any Governmental Authority in relation thereto.

6.8 Filing and Disclosure.

(a) Buyer Parent has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by Buyer Parent with the Securities Authorities since January 1, 2025, except where the failure to do so would not reasonably be expected to be materially adverse to Buyer Parent. The documents comprising the Buyer Parent Public Record, as of their respective dates (or, if amended or superseded by a subsequent Buyer Parent Public Record filing prior to the date of this Agreement, on the date of such subsequent Buyer Parent Public Record filing), complied in all material respects with Applicable Securities Laws. Buyer Parent is not a party to any ongoing proceeding by any Securities Authority

or the TSX and, to the knowledge of Buyer Parent, no such proceeding is threatened.

(b) The audited consolidated financial statements and the unaudited consolidated interim financial statements of Buyer Parent in the Buyer Parent Public Record (i) were prepared in accordance with IFRS, consistently applied throughout for the periods referred to therein (except as expressly set forth in the notes thereto), and (ii) fairly present, in all material respects, the assets, liabilities, consolidated financial position, results of operations and cash flows of Buyer Parent (on a consolidated basis) as of their respective dates and for the periods covered by such financial statements (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments).

6.9 Brokers. Buyer has not retained, utilized or been represented by any broker, agent, finder or intermediary in connection with the sourcing, negotiation or consummation of the Transactions and no compensation is due to any of the foregoing.

6.10 No Other Representations. Except for the representations and warranties of Buyer expressly contained in this Agreement or the other Transaction Documents, Buyer does not make any other representations or warranties, express or implied, pertaining to the Transactions. Buyer hereby disclaims any representation or warranty not contained in this Agreement or the other Transaction Documents.

6.11 Independent Investigation. The Buyer has or will have conducted its own independent investigation, review and analysis of Seller Parent and Seller and their respective business operations and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data necessary for such purpose. The Buyer acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely on its own investigation and the express representations and warranties of Seller Group included in this Agreement and the other Transaction Documents.

CERTAIN COVENANTS.

7.1 Transaction Expenses: Indebtedness. At or prior to the Closing, the Seller Parties will cause to be paid and satisfied in full (a) any and all Transaction Expenses and Indebtedness whether or not set forth on the Certificate of Indebtedness and Transactions Expenses required pursuant to Section 4.2(a)(ii), and (b) any consent or similar fee required to be paid in connection with obtaining any consent required to be set forth on Schedule 5.3, Schedule 5.4 or Schedule 5.10.

7.2 Publicity. No public announcement or disclosure will be made by any Party with respect to the subject matter of the Transactions (including the Transaction Documents) without the prior written consent of Buyer, which may be withheld in Buyer’s sole discretion; provided, however, that the provisions of this Section 7.2 will not prohibit (a) any disclosure required by any applicable Legal Requirements (in which case the disclosing Party will provide Buyer with the opportunity to review in advance the disclosure, to the extent legally permissible), or (b) any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement.

7.3 Confidentiality. Each member of the Seller Group and Owners hereby agrees with Buyer that they will not at any time on or after the Closing Date, directly or indirectly, disclose or use in any manner other than for the benefit of Buyer, Buyer Parent, or their respective Affiliates, any confidential or proprietary information involving or relating to the Seller Parties or the Business, without the prior written consent of Buyer in each instance. Except for that information that is required to be reported by a member of the Seller Group pursuant to Legal Requirements applicable to Taxes (and only to the extent required), prior to any such disclosure the applicable member of the Seller Group, to the extent practicable, shall provide prompt, prior written notice to Buyer (to the extent legally permissible) thereof.

7.4 Noncompetition and Non-solicitation. The Seller Parties and the Founders (each, a “Restricted Party” and collectively, the “Restricted Parties”), each hereby acknowledge and agree that the covenants and agreements set forth in this Section 7.4 are a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer may incur a significant loss of the goodwill being purchased as part of the Transactions if any of the Restricted Parties were to breach any of the provisions of this Section 7.4. Therefore, in order to facilitate the consummation of the Transactions, it is agreed that for the applicable Restricted Period (as defined below), the Restricted Parties, each agree they will not in any such case or in any manner whatsoever, engage directly or indirectly (whether through Affiliates or otherwise) in all or any portion of the Restricted Business as conducted as of the Closing Date anywhere in North America; provided, however, that the passive ownership of less than one percent (1.0%) of the outstanding stock of any publicly-traded corporation will not be deemed, solely by reason thereof, a violation of this Section 7.4. In addition, for the applicable Restricted Period, each of the Restricted Parties further agree they will not, in any such case (i) recruit, offer employment, employ, engage as a consultant, lure or entice away any Person who is or was an employee or independent contractor of any Seller Party at any time during the twelve (12) month period preceding the date on which any of the foregoing actions would take place, (ii) solicit business from any Person (or any successor in interest to any such Person) which is or was during the twelve (12) month period preceding the Closing Date a material contractor, customer, supplier or service provider with or to any Seller Party

for the purpose of securing business or contracts related to the Restricted Business, or (iii) solicit, encourage, initiate or participate in discussions or negotiations with, or provide any information to, any present or future material contractor, customer, supplier or service provider with or to the Seller Parties with respect to the termination or adverse alteration of his, her or its relationship with the Seller Parties. For purposes of this Section 7.4, “Restricted Period” means a period of five (5) years from and after the Closing Date. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.4 is invalid or unenforceable, the Parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The provisions of this Section 7.4 are in addition to, and not in limitation of, any other similar provisions to which any of the Restricted Parties is or may be bound.

7.5 Use of Name. Buyer is acquiring all of the Seller Parties’ rights to the current and prior business names of the Seller used in the Business and, therefore, no member of the Seller Parties or Owners shall be entitled to use the name “Stryker Directional” or any predecessor name or any variations thereof for any purposes of any kind or nature whatsoever anywhere in the world from and after the Closing. The Seller Parties shall, within three (3) Business Days after written request of the Buyer, undertake and promptly pursue all necessary action to change the name of the Seller and the Seller Parent to a new name bearing no resemblance to any of its present or predecessor names so as to permit the use of such names by Buyer.

7.6 Further Assurances. From and after the Closing Date, upon the request of either the Seller or Buyer, each of the Parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out and/or evidence the Transactions.

7.7 Turnover of Accounts Receivable: Accounts Payable.

(a) Notwithstanding the fact that the Accounts Receivable constitute Excluded Assets and the Accounts Payable constitute Excluded Liabilities, at Buyer’s election, Buyer shall be permitted to retain control over both the Accounts Receivable and the Accounts Payable and receive any payments, with respect to the former, and make any payments, with respect to the latter, on behalf of the Seller Parties. Buyer shall use commercially reasonable efforts to collect any such Accounts Receivable. [Redacted: Name] and [Redacted: Name], in their capacity as employees of Buyer and for so long as

they remain employees of Buyer, will manage and control the collection of the Accounts Receivable and the payment of the Accounts Payable. For purposes of clarification, the Parties acknowledge that Accounts Receivable includes work in process up until the Closing Date.

(b) Amounts actually collected and realized by Buyer from and after Closing in respect of any Accounts Receivable (net of any and all costs, expenses and taxes incurred or to be incurred by Buyer in pursuing such collection and realization) shall be remitted or retained (as applicable and as set forth below) on a monthly basis, within five (5) Business Days of the end of each calendar month such amounts were actually collected by Buyer, by Buyer in accordance with the following order and priority:

(i) first, Buyer shall be entitled to retain such amounts collected in respect of Accounts Receivable until the cumulative amount so retained under this Section 7.7(b)(i) is equal to the amount of any Accounts Payable paid by Buyer on the Seller’s behalf during such calendar month pursuant to subsection (a) above; and

(ii) thereafter, to the Seller by wire transfer of immediately available funds to the account designated in writing by the Seller.

(c) In the event any Person who makes a payment to Buyer in respect of any Accounts Receivable that has been remitted to the Seller in accordance with subsection (b) above requests or requires the return, refund, rebate or reimbursement of such payment for any reason (including without limitation in connection with any disputes, corrections, restatements, errors or other similar events) (a “Clawback Request”) while [Redacted: Name] and [Redacted: Name] are employees of Buyer, [Redacted: Name] and [Redacted: Name] will evaluate the Clawback Request. If [Redacted: Name] and [Redacted: Name] plan to deny the Clawback Request, they will confer with Buyer and seek Buyer’s consent to such denial, which consent will not be unreasonably withheld or delayed. If a Clawback Request is granted, Buyer will notify the Seller Representative that a Clawback Request was or will be fulfilled, and the Seller Representative shall promptly following such notice (but in any event no later than five (5) Business Days after the receipt of such notice) remit and otherwise pay to Buyer an amount sufficient for Buyer to comply with such Clawback Request plus an amount equal to any reasonable out-of-pocket costs and expenses (including fees and expenses of counsel) incurred by Buyer in connection with complying with, investigating or disputing, such Clawback Request to the extent such amounts have been noticed to the Seller (provided, however, such obligation shall be net of any amounts actually recovered by Buyer in respect of such Clawback Request under any other provision of this Agreement).

(d) The Seller shall remain responsible for all income Taxes related to the Accounts Receivable actually collected by Buyer, regardless of whether they are retained by Buyer in accordance with Section 7.7(b)(i).

7.8 Unassigned Seller Contracts.

(a) To the extent that any Seller Contract, Seller Permit or Personal Property Lease (an “Assumed Contract”) is not capable of being transferred by the Seller Parties to Buyer pursuant to this Agreement without the consent, approval or waiver of a third person, and such consent, approval or waiver is not obtained prior to Closing (and the Closing still occurs) or a Seller Party is unable, after using commercially reasonable efforts, to obtain consent after Closing, or if such transfer or attempted transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof.

(b) The Seller Parties shall use commercially reasonable best efforts and Buyer shall reasonably cooperate with the Seller Parties to obtain, at the Seller Parties’ expense, such consents, approvals and waivers necessary to transfer the Assumed Contracts.

(c) In the event that such consents, approvals and waivers referred to in subsection (a) are not obtained by the Seller and the Closing occurs, then, the Seller shall use commercially reasonable efforts to (i) obtain such consents after Closing, (ii) provide to Buyer the benefits and burdens of any Assumed Contract referred to in subsection (a) above, (iii) cooperate with Buyer in any reasonable and lawful arrangement designed to provide such benefits and burdens to Buyer without incurring any obligation to any other Person other than to provide such benefits to Buyer, including without limitation, the appointment of Buyer as the agent of the Seller for purposes of such Assumed Contract, and (iv) enforce, at the request and expense of Buyer for the account of Buyer, any rights of the Seller Parties arising from such Assumed Contract (including without limitation the right to terminate such Assumed Contract in accordance with the terms thereof upon the request of Buyer).

(d) No consent, approval or waiver of a third person with respect to the transfer of, or any novation with respect to, any Assumed Contract, shall cause an Excluded Liability to be deemed for purposes of this Agreement to have become an Assumed Liability or otherwise affect the rights of Buyer under Article 9 hereof.

7.9 Offer and Terms of Employment.

(a) Schedule 7.9 sets forth each Service Provider whom Buyer intends to offer employment to be effective upon the Closing (the “Transferred Employees”). The Seller has provided Buyer, its Affiliates and Representatives with reasonable access to the Transferred Employees (and such other employees that Buyer and the Seller agree upon) at their work locations for the purposes of Buyer’s initiating and

completing its screening process and discussing offers of employment with Buyer and its Affiliates.

(b) Offers of Employment.

(i)

Subject to the further provisions of this Section 7.9, Buyer or its Affiliate may make a written offer of employment to each Transferred Employee which shall provide that for such offer to become effective (x) it must be accepted by the Service Provider no later than two (2) days prior to the Closing Date, (y) the Closing must occur, and (z) the Service Provider must continue to be an employee of the Seller at the time of the Closing. Buyer shall give written notice to the Seller of each Service Provider who has accepted Buyer’s or its Affiliate’s offer of employment and the Seller shall terminate such Service Providers on the Closing Date.

(ii)

The effectiveness of an offer of employment made pursuant to Section 7.9(b)(i) may be conditioned upon each Service Provider satisfactorily passing Buyer’s or its Affiliate’s standard pre-employment screening and testing procedures, background checks, hiring and eligibility requirements, and such Service Provider’s acceptance of Buyer’s applicable work schedule and work assignment terms (including with respect to a Service Provider who is on an approved leave of absence due to a disability on the day preceding the Closing Date (on a “Leave”)), the effectiveness of such offer may be conditioned on such Service Provider satisfying Buyer’s or its Affiliate’s standard “return to work procedures” and returning to active employment within three months following the Closing Date. The Seller Parties shall use commercially reasonable efforts to cause the applicable the Seller Party, within three (3) Business Days after receiving written consent, from the applicable Service Provider (each a “Consenting Employee”), to deliver to Buyer a copy of such Consenting Employee’s driver’s license or similar identification documents.

(iii)

Buyer’s or its Affiliate’s offer of employment to a Service Provider shall provide that if the offer is accepted and becomes effective as provided above, the Service Provider shall be deemed to have become an employee of Buyer or its Affiliate (a “Hired Employee”) effective as of 12:01 AM local time, i.e., where the Service Provider performs his or her primary duties, on the Closing Date or, if he or she is on Leave, on his or her return to work date as provided above (whichever

commencement date is applicable being the Hired Employee’s “Hire Date”).

(i) Buyer or its Affiliate shall (A) provide each Hired Employee of Buyer on his or her Hire Date with total compensation which is comparable to such total compensation with the Seller Party as of the date hereof (without regard to any Employee Benefit Plan) and (B) make available to each Hired Employee on his or her Hire Date all such employee benefit plans and programs of Buyer and its Affiliates as Buyer and its Affiliates shall determine in their sole discretion and according to the terms of the applicable plan documents and terms (collectively, the “Buyer Benefit Plans”).

(ii) The Seller Parties shall pay each Hired Employee for unused paid time off that such Hired Employee had accrued prior to the Closing Date under the applicable Seller Party’s paid time off policies or programs. Each Hired Employee will begin accruing vacation and/or paid time off in accordance with Buyer’s or its Affiliate’s applicable policies effective on his or her Hire Date. The Seller Parties shall pay the Hired Employees all wages earned through the day immediately preceding the Closing Date, and shall properly remit all payroll Taxes due thereon, and Buyer or its Affiliates shall pay the Hired Employees all wages earned on and after the Closing Date with Buyer and its Affiliates and, shall properly remit all payroll Taxes due thereon.

(d) All Liabilities of the Seller Parties and their Affiliates relating to severance pay owed to any Service Provider that arose prior to the Closing, or which becomes vested or fixed upon the Closing, shall remain the sole Liability and obligation of the Seller Parties. Except as provided in this Section 7.9(d) with respect to Seller Group Medical Plan, Seller shall retain all Liabilities with respect to each Employee Benefit Plan and any plan, policy or program of any Seller Party, their Affiliates and any of their ERISA Affiliates. Effective as of the Closing Date, or as soon as possible thereafter, Seller Parties shall transfer to Buyer the Employee Benefit Plan that provides group medical insurance benefits identified in Schedule 7.9(d) (the “Seller Group Medical Plan”) and all of its assets, any accrued amounts on the Financial Statements or otherwise accrued for the Seller Group Medical Plan, all funding arrangements, insurance Contracts, stop loss insurance and any other Contract or arrangement and all records (including records for compliance with Legal Requirements) with respect to the Seller Group Medical Plan. The date that Seller Group

Medical Plan is actually transferred to Buyer shall be referred to as the “Transfer Date” herein. Seller Parties and their ERISA Affiliates shall retain all Liabilities with respect to the Seller Group Medical Plan arising out of any events or conditions occurring prior to the Transfer Date including any obligations under COBRA (collectively the “Excluded Group Medical Liabilities”), and Seller Group shall indemnify, defend and hold any Buyer Indemnified Person harmless from any Losses incurred by any Buyer Indemnified Person with respect to such Excluded Group Medical Liabilities. Buyer shall be responsible and liable for the Seller Group Medical Plan obligations, events, or conditions first arising after the Transfer Date. Prior to the Transfer Date, Seller Parties shall maintain and continue the Seller Group Medical Plan for the benefit of all individual’s participating in such plan immediately prior to the Closing including the Hired Employees and their beneficiaries. On or before the Closing Date, the Seller shall provide written notice to its plan provider instructing the termination of its Employee Benefit Plan that is a tax qualified plan under Code Section 401(k).

(e) All workers’ compensation liabilities relating to, arising out of or resulting from any claim made by a Hired Employee that is based upon an event or an occupational disease that occurs or begins on or after the Hired Employee’s Hire Date shall be the sole liability and obligation of the Buyer and its Affiliates. All workers’ compensation liabilities relating to, arising out of or resulting from any claim made by a Hired Employee that is based upon an event or an occupational disease that occurred or began prior to his or her Hire Date shall be the sole Liability or obligation of the Seller Parties.

(f) Notwithstanding anything in this Agreement to the contrary, the Seller Parties shall be responsible for any Liability or responsibility that arises under or is based upon the WARN Act incurred prior to, on the Closing Date or in connection with the Transactions, including, without limitation, because an employee of a Seller Party who is a Service Provider on or after the date hereof (i) does not receive an offer of employment with Buyer or an Affiliate of Buyer (as applicable) due to such Service Provider not passing Buyer’s pre-employment screening; or (ii) receives and accepts such an offer of employment but is not hired by Buyer or an Affiliate of Buyer; or (iii) the termination of such Service Provider after Closing, to the extent such termination is for-cause, that when aggregated with terminations of other Service Providers prior to or at Closing results in a WARN Act Liability.

(g) Buyer and the Seller Parties acknowledge and agree that all provisions contained in this Section 7.9 are included solely for the benefit of Buyer and the Seller Parties, and that nothing in this Section 7.9,

whether express or implied, (i) shall be treated or construed as the adoption, establishment, amendment, modification or termination of any Employee Benefit Plan or (ii) shall create any third party beneficiary or any other rights in any other Person, including any Service Provider.

7.10 Seller Parties Covenants. All covenants set forth in this Article 7 applicable to members of the Seller Parties shall be joint and several obligations of the members of the Seller Parties.

8. TAX MATTERS.

8.1 Prorated Taxes.

In the case of any Prorated Taxes that are payable with respect to a Straddle Period, the portion of such Taxes which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Period, multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

8.2 Preparation of Straddle Period Tax Returns.

Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Straddle Period Tax Returns. Buyer shall make all Tax payments required with respect to any such Tax Returns. The Seller shall promptly reimburse Buyer for the amount of any Prorated Taxes paid by Buyer to the extent such Taxes are allocable to a Pre-Closing Tax Period (as determined under Section 8.1).

8.3 Cooperation.

Buyer and the members of the Seller Parties and Owners shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditor and other representatives to reasonably cooperate in preparing and filing all Tax Returns relating to, in whole or in part, the Acquired Assets or the Business and in resolving all disputes and audits with respect to all taxable periods relating to, in whole or in part, the Acquired Assets or the Business, including by retaining, maintaining and making available to each other all records reasonably necessary in connection with such Taxes or Tax Returns and making employees reasonably available on a mutually convenient basis to provide additional information or explanation or to testify at proceedings relating to such Taxes or Tax Returns. Without limiting the generality of the foregoing, from and after the Closing Date until the seventh (7th) anniversary of the Closing Date, each Party shall, and shall cause each of its Affiliates to afford the other Party, its counsel, accountants, financial advisors, other authorized representatives and their representatives, reasonable access, upon reasonably prior notice and during normal business hours to each their executive personnel, properties, books and records, and other documents and data for the periods up to and including the Closing Date, in a manner that does not materially disrupt the business or operations of such Persons, to the extent reasonably necessary to allow such Party to

prepare its financial statements and tax returns for the period including the Closing Date and to defend itself against any audit or investigation conducted by any governmental agency or authority.

9. INDEMNIFICATION.

9.1 Indemnity by the Seller Group.

(a) Subject to all terms set forth in this Section 9, the Seller Group will, jointly and severally, indemnify and hold harmless Buyer and each of its Affiliates and their respective directors, managers, officers, shareholders, partners, members, employees, agents, attorneys and advisors (each, a “Buyer Indemnified Person”), from, against and in respect of any and all actions, liabilities, government orders, Encumbrances, losses, damages, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts fees and expenses) whether or not involving a Third Party Claim (collectively, “Losses”), which any such Buyer Indemnified Person has incurred or suffered as a result of, arising out of or relating to: (i) any breach of, or inaccuracy in, any representation or warranty made by the Seller Group in this Agreement, or in any of the transfer or conveyance documents executed pursuant to this Agreement; (ii) any and all Excluded Assets and Excluded Liabilities; (iii) any Indemnified Taxes; (iv) any covenant of the Seller Group; and (v) as a result of Fraud (as defined herein) committed by any member of the Seller Group or Owners. For avoidance of doubt, each individual Restricted Party, on a joint and several basis, will indemnify and hold harmless Buyer Indemnified Persons from, against and in respect of any and all Losses which any such Buyer Indemnified Person has actually suffered or sustained as a result of, arising out of or relating to any breach by such Restricted Party of the restrictive covenants set forth in Section 7.4 of this Agreement.

(b) The Seller Group will have no obligation to indemnify Buyer Indemnified Persons pursuant to Section 9.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by Buyer Indemnified Persons exceeds $[Redacted: Amount] (the “Basket”) (at which point the Seller Parties will indemnify Buyer Indemnified Persons only for such Losses which are in excess of the Basket), and the Seller Parties’ aggregate liability in respect of claims for indemnification pursuant to Section 9.1(a)(i) will not exceed $[Redacted: Amount] (the “Cap”); provided, however, that the Basket and the Cap shall not apply to (i) claims for indemnification pursuant to breaches of, or inaccuracies in,

representations and warranties set forth in Section 5.1 (Organization of the Seller; Authority), Section 5.2 (Approvals; Binding Effect), Section 5.3 (Non-Contravention) other than subsection (b)(i), Section 5.4 (Governmental Authorities), Section 5.5 (Capitalization), the first three sentences of Section 5.11 (Title to Acquired Assets), Section 5.12 (Real Property; Safety; Zoning) other than the last sentence, Section 5.20 (Taxes), the fourth through sixth sentences of Section 5.21 (Employee Matters), Section 5.22 (Employee Benefit Plans), Section 5.26 (Brokers), Section 5.31 (Securities Law Compliance), Section 5.32 (Restrictions on Transfer or Sale of Securities), and Section 5.33 (No Review) (collectively, the “Fundamental Representations”); (ii) claims based upon Fraud; or (iii) claims for indemnification pursuant to any provision of Section 9.1(a)(ii)-(v); and provided, further, that the Seller Parties’ indemnification obligation to Buyer Indemnified Persons hereunder, other than claims based upon Fraud by the Seller Group or any obligations of Seller Group under Section 7.1, Section 7.2, Section 7.3, Section 7.4, Section 7.9(d) through Section 7.9(g), or Section 7.10, shall not exceed the aggregate amount of the Purchase Price. All aggregate amounts of Liability set forth herein shall be exclusive of Losses resulting from a Buyer Indemnified Person’s enforcement of its rights hereunder, which Losses shall be in addition to any such aggregate amount.

9.2 Indemnity by Buyer.

(a) Subject to all terms set forth in this Article 9, Buyer will indemnify and hold harmless each member of the Seller Parties and their respective Affiliates and their respective directors, managers, officers, shareholders, partners, members, employees, agents, attorneys and advisors (each, a “Seller Indemnified Person”), from, against and in respect of any and all Losses which any such Seller Indemnified Person incurred or suffered as a result of, arising out of or directly or indirectly relating to: (i) any breach of, or inaccuracy in, any representation or warranty made by Buyer in this Agreement, or in any agreement executed and delivered pursuant to this Agreement; (ii) any breach or non-fulfillment of any covenant, agreement or obligation pursuant to this Agreement that by its terms is to be performed by Buyer after the Closing Date; (iii) any actions, suits, proceedings, investigations or other claims that arise with respect to ownership or operation of the Acquired Assets after the Closing which are based upon facts and circumstances arising after the Closing; (iv) any Assumed Liability or (v) as a result of Fraud committed by Buyer or Buyer Parent.

(b) Buyer’s indemnification obligation to the Seller Indemnified Persons hereunder, other than claims based upon Fraud or any obligations of

Buyer under Article 7, shall not exceed the aggregate of the amount of Purchase Price paid by Buyer to the Seller Parties.

9.3 Time for Claims; Procedures for Direct Claims.

(a) No claim may be made or suit instituted seeking indemnification pursuant to Section 9.1(a)(i) or Section 9.2(a)(i) unless a written notice (a “Claim Notice”) describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Party seeking indemnification hereunder (the “Indemnified Party”), is provided to the Party from which indemnification is sought (the “Indemnifying Party”) on or before the date that is eighteen (18) months following the Closing Date; provided, that such limitation shall not apply to any of the Fundamental Representations or the representations and warranties set forth in Section 5.13 (a)-(d)(Environmental Matters) and Section 5.34 (Independent Investigation) (collectively, the “Specified Representations”), for which a claim may be made or a suit may be instituted at any time following the Closing Date through thirty (30) days following the statute of limitations date applicable thereto. Claims may be made or suits may be instituted pursuant to Sections 9.1(a)(ii), 9.1(a)(iii), 9.1(a)(iv), 9.1(a)(v) or with respect to 9.2(a)(ii), 9.2(a)(iii), 9.2(b)(iv) or 9.2(b)(v) at any time after the Closing Date but on or prior to the expiration of the applicable statute of limitations applicable thereto.

(b) Within 30 days after receipt of a Claim Notice relating to a claim other than a Third Party Claim (a “Direct Claim”), the Indemnifying Party will deliver to the Indemnified Party a response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification (as to all or any portion of the Losses) by delivering to the Indemnified Party a notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and stating that all such disputed items are being disputed in good faith. If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of this Agreement. In connection with any Direct Claim, the Indemnified Party shall promptly provide such information as the Indemnifying Party or any of its professional advisors may reasonably request in connection with the Indemnifying Party’s investigation of

the matter or circumstance alleged to give rise to the Direct Claim and evaluation of its alleged responsibility therefor (excluding any such information that is subject to attorney-client privilege or that would result in the breach of any law); provided, the provision of such information does not unduly interfere with the normal business operations of the Indemnified Party.

9.4 Application of Materiality Qualifications. For purposes of determining Losses to which an Indemnified Party is entitled pursuant to this Article 9 based upon the breach of a particular representation or warranty (but, for purposes of clarity, not for determining whether or not any such representation or warranty has been breached), such representation or warranty will be read as if all qualifications as to materiality were deleted therefrom.

9.5 Satisfaction of Claims; Escrow.

(a) If any Buyer Indemnified Persons is entitled to indemnification hereunder, such indemnification obligations of the Seller Group will be satisfied by (i) first, by offset by Buyer Indemnified Persons against any outstanding principal and interest under the Subordinated Promissory Note until such note is fully depleted, (ii) second, until such shall be depleted or fully distributed, obtaining payment from the Holdback Fund, through the cancellation of a number of such shares equal to the indemnification obligations of the Seller calculated in accordance with Section 3.6 hereof, such that such Holdback Fund Shares shall be delivered to Buyer for cancellation or to become treasury stock of Buyer Parent, and (iii) finally, the Seller Group, jointly and severally, paying any remaining amounts owed to the Buyer Indemnified Persons out of any other assets of the Seller Group.

(b) On the Closing Date, the Holdback Fund Shares shall be held back and delivered to the Escrow Agent as the Holdback Fund Shares to administer in accordance with this Section 9.5 and the Consideration Shares Escrow Agreement. Subject to Section 3.6, the Holdback Fund Shares shall be available to Buyer for agreed claims or as finally determined pursuant to this Agreement by any Buyer Indemnified Person against the Seller Group under this Agreement until the Holdback Release Date. In the event of (i) (A) any merger or consolidation of Buyer into or with another corporation, (B) any sale of all or substantially all of the assets of Buyer, following which any cash, securities or other property is paid or issued to stockholders of Buyer, (C) any liquidation or dissolution of Buyer in which any cash, securities or other property is distributed to the stockholders of Buyer, or (D) any stock exchange involving Buyer Parent Shares, between the date hereof and the Holdback Release Date, then any cash,

securities or other property which the Seller shall be entitled to otherwise receive as a result of any such event (the “Replacement Cash or Securities”), or (ii) if Buyer issues any cash or additional shares upon any dividend, stock split, stock dividend or other distribution affecting Buyer Parent Shares (“Additional Cash or Securities”), such Replacement Cash or Securities and Additional Cash or Securities shall be held back and shall become part of the Holdback Fund Shares.

(c) Within ten (10) Business Days after the Holdback Release Date, the Escrow Agent shall release to the Seller that number of Holdback Fund Shares equal to the sum of (A) the total number of Holdback Fund Shares originally placed into the Holdback Fund, less (B) the sum of (x) the total number of Holdback Fund Shares that Buyer had previously cancelled, as of such date, in satisfaction of the Seller Group’s indemnification obligations under this Section 9.5; provided, however, if the foregoing results in a negative number, then there shall be no distribution of the Holdback Fund Shares.

(d) Notwithstanding subsection (c) of this Section 9.5, if there are unresolved indemnification claims as of the Holdback Release Date, then, within ten (10) Business Days after the Holdback Release Date, the Escrow Agent shall release to the Seller that number of Holdback Fund Shares equal to the sum of (A) the total number of Holdback Fund Shares originally placed into the Holdback Fund, less (B) the sum of (x) the total number of Holdback Fund Shares that Buyer had previously cancelled, as of such date, in satisfaction of the Seller Group’s indemnification obligations under this Section 9.5, plus (y) the number of Holdback Fund Shares representing the reasonable, good-faith estimated value of the claimed Losses (any such distribution, a “Partial Distribution”); provided, however, that if the foregoing results in a negative number, then there shall be no Partial Distribution. If, after a Partial Distribution, a previously unresolved claim is resolved pursuant to the terms of this Agreement, then, within ten (10) Business Days after the resolution of each unresolved claim, the Escrow Agent shall release to the Seller that portion of the remaining Holdback Fund Shares being held in connection with such unresolved claim, if any (any such distribution, a “Residual Distribution”).

(e) When all portions of the Holdback Fund have been distributed in accordance with the terms of this Agreement and the Consideration Shares Escrow Agreement, the Holdback Fund shall terminate.

9.6 Third Party Claim Procedures.

(a) If any third party notifies an Indemnified Party with respect to any matter which may give rise to an indemnifiable claim hereunder against an Indemnifying Party under this Article 9 (a “Third Party Claim”), then the Indemnified Party will promptly give written notice to the Indemnifying Party of such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Section 9, except to the extent such delay actually prejudices the Indemnifying Party.

(b) The Indemnifying Party, at its sole cost and expense, will be entitled to participate in the defense of any Third Party Claim and will have the right to defend the Indemnified Party against the Third Party Claim by appointing reputable counsel reasonably acceptable to the Indemnified Party and so long (i) the Indemnifying Party gives written notice to the Indemnified Party within twenty (20) days that it will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only claims for monetary damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party has not been advised by counsel that a conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (iv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (to the extent such Third Party Claim could affect the Tax liability of Buyer following the Closing) or any criminal or regulatory enforcement action, (v) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third Party Claim is not, in the reasonable, good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.

(c) The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as the sole relief for the claimant, (ii) results in the full and general release of Buyer Indemnified Persons or Seller Indemnified Persons, as applicable,

from all liabilities arising out of or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party.

(d) If the Indemnifying Party does not deliver the notice contemplated by Section 9.6(b)(i) within 20 days after the Indemnified Party has given notice of the Third Party Claim, at any time fails to conduct the defense of the Third Party Claim actively and diligently or is or becomes unable to conduct the defense of the Third Party Claim pursuant to Section 9.6(b), the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any reasonable compromise or settlement with respect to, the Third Party Claim in any manner reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and in such event, the Indemnifying Party shall remain responsible for any and all Losses the Indemnified Party may incur or suffer arising out of such Third Party Claim to the fullest extent provided in this Article 9. If such notice is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 9.6(b) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any reasonable compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 9.6(d), the Indemnifying Party will advance the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses).

9.7 Manner of Payment.

(a) Subject to Section 9.6(b), any payment to be made by any member of the Seller Group or Buyer, as the case may be, pursuant to this Article 9 will be effected by wire transfer of immediately available funds from such member of the Seller Group or Buyer, as the case may be, to an account designated by the Indemnified Party. If an Indemnifying Party fails to make any payment promptly after a claim is either agreed by the Parties or fully and finally adjudicated, any such delayed indemnification payments will include interest at a rate announced in The Wall Street Journal “Money Rates” column as the “Prime Rate”, plus two percent (2%) per annum, from the date of final

determination of such indemnification payments through the date of payment.

(b) Any Losses resulting from a breach of the Seller Group's representations and warranties for which a Buyer Indemnified Person is entitled to indemnification pursuant to the terms of this Agreement shall be satisfied as set forth in Section 9.5.

9.8 Knowledge and Investigation. The right of any Buyer Indemnified Person or Seller Indemnified Person to indemnification pursuant to this Article 9 will not be affected by any investigation conducted for or on behalf of any Party, or knowledge acquired (or capable of being acquired) at any time by any Party or any Party's Representatives, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement. The waiver of any condition contained in any of the Transaction Documents based on the breach of, or inaccuracy in, any such representation or warranty, or of the performance of or compliance with any such covenant or agreement, will not affect the right of any Buyer Indemnified Person or Seller Indemnified Person to indemnification pursuant to this Article 9 based on such representation, warranty, covenant or agreement.

9.9 Exclusive Remedy. Each Party's sole and exclusive remedy for any breach of this Agreement by any other Party will be as provided in this Article 9; provided, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the limitations contained in this Article 9) will be deemed to prohibit or limit (i) any Party's right at any time, on or after the Closing, to seek or obtain recovery for Losses, or to limit any Party's remedies (including the amount of any remedies), for claims involving Fraud, or (ii) any Party's right to seek specific performance.

9.10 Effect of Insurance Coverage. The amount of any Losses subject to indemnification hereunder shall be net of (a) any cash amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (b) any Seller Party insurance policy cash proceeds or other cash receipts from third party sources of reimbursement actually received or paid to such Indemnified Party as an offset against such Loss (each Person named in clauses (a) and (b), a "Collateral Source" and, collectively, "Collateral Sources"); provided, however, that in no event shall this Agreement be construed to require any Indemnified Party to carry or maintain any insurance policies or secure any Collateral Sources or to file any claim or otherwise seek recovery under any such policies or against any Collateral Sources. Any costs of collection and any increases in policy premiums, as applicable, that are the result of an Indemnified Party collecting from Collateral Source shall be deemed Losses subject to indemnification pursuant to this Article 9.

9.11 Tax Treatment. All indemnification and other payments under this Article 9 will, to the extent permitted by law, be treated for all income Tax purposes as adjustments to the Purchase Price. Neither Buyer nor any member of the Seller Group will take any position on any Tax return, or before any Tax Authority, that is inconsistent with such treatment unless otherwise required by any applicable Legal Requirement.

DEFINITIONS. As used herein the following terms not otherwise defined have the following respective meanings:

"Accounts Payable" means, as of immediately prior to the Closing, all accounts payable of the Seller Parties related to the Business.

"Accounts Receivable" has the meaning set forth in Section 1.2(c).

"Acquired Assets" has the meaning set forth in Section 1.1.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

"Additional Cash or Securities" has the meaning set forth in Section 9.5(b).

"Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person. For purposes of this definition, "control" as applied to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

"Agreement" means this Asset Purchase Agreement, together with all schedules and exhibits attached hereto.

"Allocation" has the meaning set forth in Section 3.4.

"Applicable Securities Laws" means, in respect of any Person, property, transaction or event, any applicable securities Legal Requirement, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, that applies in whole or in part to such Person, property, transaction or event.

"Assumed Contract" has the meaning set forth in Section 7.8(a).

"Assumed Liabilities" has the meaning set forth in Section 2.1.

"Basket" has the meaning set forth in Section 9.1(b).

"Bill of Sale" has the meaning set forth in Section 4.2(a)(i).

"Business" has the meaning set forth in the Recitals.

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in the City of Houston, Texas are authorized or required to close.

"Buyer" has the meaning set forth in the Recitals.

"Buyer Benefit Plans" has the meaning set forth in Section 7.9(c)(i).

"Buyer Indemnified Person" has the meaning set forth in Section 9.1(a).

"Buyer Parent" has the meaning set forth in the Recitals.

"Buyer Parent Public Record" means Buyer Parent's filings publicly available on SEDAR+, Canada's filing and disclosure national system for market participants.

"Buyer Parent Shares" means the common shares of ACT Energy Technologies, Ltd., a corporation incorporated under the laws of the province of Alberta, Canada.

"[Redacted: Individual Name]" has the meaning set forth in the Recitals.

"Cap" has the meaning set forth in Section 9.1(b).

"Cash on Hand" means the aggregate amount of the Seller's unrestricted cash and cash equivalents on hand or in bank accounts as of 11:59 p.m. on the day immediately prior Closing Date prior to giving effect to the Closing, less (i) outstanding checks, less (ii) prepaid expenses and security deposits related to the Business or the other Acquired Assets.

"Certificate of Indebtedness and Transaction Expenses" has the meaning set forth in Section 4.2(a)(ii).

"Certifications" has the meaning set forth in Section 5.18(d).

"Claim Notice" has the meaning set forth in Section 9.3.

"Clawback Request" has the meaning set forth in Section 7.7(c).

"Closing" has the meaning set forth in Section 4.1.

"Closing Date" has the meaning set forth in Section 4.1.

"Closing Balance Sheet" has the meaning set forth in Section 3.3.

"Closing Statement" has the meaning set forth in Section 3.3.

"COBRA" has the meaning set forth in Section 5.22(a).

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral Source" has the meaning set forth in Section 9.10.

"Consideration Shares" has the meaning set forth in Section 3.1(a).

"Consideration Shares Escrow Agreement" has the meaning set forth in Section 4.2(a)(x).

"Contracts" means when described as being those of or applicable to any Person, shall mean any and all contracts, agreements, commitments, franchises, understandings, arrangements, leases, subleases, licenses, sublicenses, registrations, mortgages, bonds, notes, instruments, indentures, deeds of trust, guaranties or other obligation or undertakings, whether written or oral, and any amendments, modifications or supplements thereto, to which such Person is a party or to which or by which such Person or the property of such Person is subject or bound, excluding any Permits.

"Consenting Employee" has the meaning set forth in Section 7.9(b)(ii).

"Customers" has the meaning set forth in Section 5.18(b).

"Data Security and Information Privacy Requirements" means, collectively, all of the following to the extent relating to privacy, security, or security breach notification requirements and that the Seller has represented that it complies with (such as on its website) or that is otherwise applicable to the Seller or the conduct of its Business: (i) the internal rules, policies, and procedures of the Seller; (ii) any Contracts to which the Seller is party; (iii) all consents and authorizations that apply to the Seller's receipt, access, use and disclosure of personally identifiable information; and (iv) all laws concerning the privacy, protection, transfer or security of personally identifiable information (including any legal requirements of jurisdictions where the personally identifiable information was collected), and all applicable regulations promulgated issued by any governmental entity thereunder, including, if applicable, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children's Online Privacy Protection Act, state data security laws, state social security number protection laws, state data breach notification laws, state consumer protection laws, applicable legal requirements relating to the transfer of personally identifiable information, and any applicable legal requirements concerning internet privacy, including requirements for online profiling, advertising and ad measurement or tracking, website and mobile application privacy policies, use of online cookies, locally stored objects, web beacons or other tracking technologies, x data- or web-scraping, call or electronic communications monitoring or recording.

"Deposits" has the meaning set forth in Section 1.1(g).

"Direct Claim" has the meaning set forth in Section 9.3.

"Employee Benefit Plan" has the meaning set forth in Section 5.22(a).

"Employee Health Plan" has the meaning set forth in Section 5.22(d).

"Encumbrances" has the meaning set forth in Section 5.11.

"Environmental Laws" has the meaning set forth in Section 5.13(a).

"EPA" has the meaning set forth in Section 5.13(b).

"ERC Credit" means "employee retention tax credit" under Section 2301 of the CARES Act.

"ERISA" has the meaning set forth in Section 5.22(a).

"ERISA Affiliate" means, with respect to any entity, any other entity, which, together with such entity, is or would be at any relevant time treated as a "single employer" or "member of a controlled group or an affiliated service group under" within the meaning of Code Section 414 or ERISA Section 4001.

"Escrow Agent" means DS Lawyers Canada I.I.P.

"Escrow Shares" has the meaning set forth in Section 3.7.

"Escrow Shares Escrow Agreement" has the meaning set forth in Section 4.2(a)(x).

"Escrow Shares Subscription Agreement" has the meaning set forth in Section 3.7.

"Excluded Assets" has the meaning set forth in Section 1.2.

"Excluded Group Medical Liabilities" has the meaning set forth in Section 2.2.

"Excluded Liabilities" has the meaning set forth in Section 2.1.

"Financial Statements" has the meaning set forth in Section 5.6.

"Founders" has the meaning set forth in the Recitals.

"Founders Shares" has the meaning set forth in Section 3.1(c).

"Fraud" means with respect to any Party, an intentional and willful misrepresentation by such Party that constitutes common law fraud under the law of the State of Texas. For the avoidance of doubt, "Fraud" does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, constructive fraud, or any torts based on negligence or recklessness.

"Fundamental Representations" has the meaning set forth in Section 9.1(b).

"GAAP" means United States generally accepted accounting principles.

"Governmental Authority" means any federal, state or local (whether domestic or foreign) governmental, administrative or regulatory agency, authority, bureau, commission,

department, official or similar body or instrumentality thereof, or any governmental court, arbitral tribunal or other body administering alternative dispute resolution.

"Hazardous Substances" has the meaning set forth in Section 5.13(b).

"HCERA" has the meaning set forth in Section 5.22(d).

"Healthcare Reform Laws" has the meaning set forth in Section 5.22(d).

"Hire Date" has the meaning set forth in Section 7.9(b)(iii).

"Hired Employee" has the meaning set forth in Section 7.9(b)(iii).

"Holdback Fund" has the meaning set forth in Section 3.1(c).

"Holdback Fund Shares" has the meaning set forth in Section 3.1(c).

"Holdback Release Date" has the meaning set forth in Section 3.1(c).

"Indebtedness" means as applied to any Person: (i) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, including without limitation, (a) all indebtedness of such Person for the deferred purchase price of property or services represented by a note, (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the Seller Parties or lender under such agreement in the event of default are limited to repossession or sale of such property), (c) all indebtedness of such Person secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien, (d) all obligations under leases which shall have been or must be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (e) any Liability of such Person in respect of banker's acceptances or letters of credit, (f) all interest, fees and other expenses owed with respect to the indebtedness referred to above, and (g) all indebtedness referred to above which is guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase; (ii) all unpaid bonuses or commissions payable (or that may become payable) or other accrued compensation to employees or consultants of the Seller Parties; and (iii) all customer deposits.

"Indemnified Party" has the meaning set forth in Section 9.3.

"Indemnified Taxes" means (i) all Pre-Closing Taxes of any Seller Party, (ii) all Taxes of any member of an affiliated, combined or unitary group of which any Seller Party is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local or foreign law, and/or (iii) any Taxes of any other Person for which the Buyer Indemnified Persons or any Seller Party is or may become liable as a transferee in equity or in law or by contract which Taxes relate to an event or transaction occurring on or before the Closing Date.

"Indemnifying Party" has the meaning set forth in Section 9.3.

"Independent Contractor Agreements" has the meaning set forth in Section 4.2(a)(viii).

"Initial Cash Purchase Payment" has the meaning set forth in Section 3.1(a).

"Intangibles" has the meaning set forth in Section 1.1(i).

"Intellectual Property" means, collectively, all common law and statutory rights in any jurisdiction throughout the world in, arising out of, or associated with: (i) patents and utility models and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof ("Patents"); (ii) trade secrets, confidential information, or proprietary information; (iii) copyrights, copyrights registrations, mask works, and applications therefor, and all other rights corresponding thereto throughout the world; (iv) domain names and uniform resource locators ("Domain Names"); (v) industrial designs; (vi) trade names, logos, common law trademarks and service marks, any registrations or applications therefor, and related goodwill ("Trademarks"); (vii) all rights in databases and data collections; (viii) all moral and economic rights of authors and inventors, however denominated; (ix) any Software, (x) any Technology (xi) any similar or equivalent rights to any of the foregoing (as applicable); (xii) all rights to sue for past, current, or future infringement, misappropriation, dilution, or violation thereof. The "Intellectual Property" of the Seller Parties shall include but not be limited to business names (including the name "Stryker Energy Directional Services" and "Stryker Energy Services" and all of the Seller Parties' right, title and interest in and to any variations thereof), websites, telephone numbers, licenses (as licensee or licensor), computer equipment, electronic systems, databases, customer lists, sales and promotional materials, creative materials, confidential information and data, and all other intellectual property rights of any kind or nature (including, for the avoidance of doubt, any software), as well as all rights thereunder and all goodwill associated therewith.

"Interim Balance Sheet" has the meaning set forth in Section 5.6.

"Interim Financials" has the meaning set forth in Section 5.6.

"IRCA" has the meaning set forth in Section 5.21.

"Inventories" has the meaning set forth in Section 1.1(d).

"IP Assignment" has the meaning set forth in Section 4.2(a)(i).

"IRS" means the United States Internal Revenue Service.

"Knowledge of the Seller Parties" (or similar phrase) means the actual knowledge of each of [Redacted: Individuals' names], on or prior to the Closing Date, or the knowledge, on or prior to the Closing Date, that each such person would reasonably be expected to obtain in the course of diligently performing his or her duties for any Seller Party or otherwise relating to the Business.

"Lease Amendments" has the meaning set forth in Section 4.2(a)(xi).

"Leased Real Property" has the meaning set forth in Section 5.12.

"Leave" has the meaning set forth in Section 7.9(b)(ii).

"Legal Requirement" means any federal, state or local or foreign law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any government order, or any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law.

"Liability" or "Liabilities" means any and all indebtedness, liabilities, commitments, obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future.

"Lookback Date" has the meaning set forth in Section 5.8.

"Losses" has the meaning set forth in Section 9.1(a).

"[Redacted: Individual Name]" has the meaning set forth in the Recitals.

"Manufacturers' Warranties and Indemnities" has the meaning set forth in Section 1.1(p).

"[Redacted: Individual Name] Independent Contractor Agreement" has the meaning set forth in Section 4.2(a)(vii).

"Material Contract Party" has the meaning set forth in Section 5.18(a).

"Material Seller Contracts" has the meaning set forth in Section 5.14(a).

"[Redacted: Individual Name] Independent Contractor Agreement" has the meaning set forth in Section 4.2(a)(viii).

"Objection Notice" has the meaning set forth in Section 9.3.

"Owner" has the meaning set forth in the Recitals.

"Owner Shares" has the meaning set forth in Section 3.1.

"Partial Distribution" has the meaning set forth in Section 9.5(c).

"Party" has the meaning set forth in the Recitals.

"Permits" means, with respect to any Person, any license, accreditation, bond, franchise, permit, consent, approval, right, privilege, certificate or other similar authorization issued by, or otherwise granted by, any governmental authority or any other Person to which

or by which such Person is subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

"Permitted Encumbrances" means (a) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and which are listed on Schedule 5.20(a); (b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business; (c) easements, rights of way, zoning ordinances and other similar encumbrances affecting real property which are not, individually or in the aggregate, material to the Business or the Acquired Assets; and (d) liens with respect to personal property arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business which are not, individually or in the aggregate, material to the Business or the Acquired Assets.

"Permitted Transferee" or "Permitted Transferees" have the meanings set forth in Section 3.7.

"Person" means a corporation, an association, a partnership, a limited liability company, an organization, a business, an individual, a trust, or other entity or organization or Governmental Authority.

"Personal Property Leases" has the meaning set forth in Section 1.1(n).

"PPACA" has the meaning set forth in Section 5.22(d).

"Pre-Closing Taxes" means all Taxes of any Seller Party, or relating to or arising out of the operation of the Business or with respect to the Acquired Assets, for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date of any Straddle Period.

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

"Prorated Taxes" means personal property, real property, or other similar ad valorem Taxes imposed on or with respect to the Business or the Acquired Assets for any Straddle Period.

"Purchase Price" has the meaning set forth in Section 3.1(a).

"Real Property Leases" has the meaning set forth in Section 1.1(f).

"Release Date" has the meaning set forth in Section 3.1(c).

"Replacement Cash or Securities" has the meaning set forth in Section 9.5(b).

"Representative" means, with respect to any Person, any and all directors, officers, managers, employees, partners, members, consultants, attorneys, accountants, financial advisors and other agents of such Person.

"Residual Distribution" has the meaning set forth in Section 9.5(c).

"Restricted Business" means the Business.

"Restricted Nations" has the meaning set forth in Section 5.30(b).

"Restricted Party" has the meaning set forth in Section 7.4.

"Restricted Period" has the meaning set forth in Section 7.4.

"Restrictive Covenant Agreement" has the meaning set forth in Section 4.2(a)(vi).

"[Redacted: Name]" has the meaning set forth in the Recitals.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Authorities" means the United States Securities and Exchange Commission and the Canadian Securities Administrators.

"Seller" has the meaning set forth in the Recitals.

"Seller Account" has the meaning set forth in Section 3.1(b).

"Seller Contracts" has the meaning set forth in Section 1.1(b).

"Seller Group" has the meaning set forth in the Recitals.

"Seller Group Medical Plan" has the meaning set forth in Section 7.9(d).

"Seller Indemnified Person" has the meaning set forth in Section 9.2(a).

"Seller Parent" has the meaning set forth in the Recitals.

"Seller Parties" has the meaning set forth in the Recitals.

"Seller Permits" has the meaning set forth in Section 1.1(a).

"Seller Representative" has the meaning set forth in the Recitals.

"Separation Event" means with respect to either [Redacted: Name] or [Redacted: Name], as applicable, (i) the termination of the employment by Buyer (or its successor) of [Redacted: Name] or [Redacted: Name], as applicable, upon the occurrence of a "Change of Control" (as defined under the [Redacted] Employment Agreement), (ii) the termination of employment by Buyer (or its successor) of [Redacted: Name] or [Redacted: Name], as applicable, other than a termination for "Cause" (as such term is defined under the [Redacted] Employment Agreement, to be applicable to [Redacted: Name] or [Redacted: Name], mutatis mutandis), or (iii) the resignation by [Redacted: Name] or [Redacted: Name], as applicable, for "Good Reason" (as such term is defined under the [Redacted]

Employment Agreement, to be applicable to [Redacted: Name] or [Redacted: Name], mutatis mutandis).

“Service Provider” has the meaning set forth in Section 5.21.

“Software” means software in either source code or object code form.

“Specified Representations” has the meaning set forth in Section 9.3.

“Straddle Period” means any taxable period that includes, but does not end on, the Closing Date.

“Strategic Partners” has the meaning set forth in Section 5.18(b).

“Subordinated Promissory Note” has the meaning set forth in Section 3.1(a).

“Subsidiary” or “Subsidiaries” means any corporation, limited liability company, partnership, association, trust, or other business entity, of which the designated parent at any time owns or controls, directly or indirectly, (a) at least a majority (by number of votes) of the outstanding shares of capital stock (or other shares of beneficial interest) entitled ordinarily to vote for the election of such business entity’s directors (or in the case of a business entity that is not a corporation, for those Persons exercising functions similar to directors of a corporation), or (b) in the case of a Person other than a corporation, a fifty percent (50%) or greater interest in the capital and/or profits of such Person.

“Suppliers” has the meaning set forth in Section 5.18(c).

“Tangibles” has the meaning set forth in Section 1.1(j).

“Tax” means any federal, state, local, foreign and other income, profits, franchise, capital, capital stock, net worth, withholding, unemployment insurance, social security, occupational, production, severance, gross receipts, value added, sales, use, excise, stamp, registration, real or personal property, ad valorem, occupancy, transfer, employment, disability, workers’ compensation, estimated tax or other similar tax, customs, duty or other governmental charge (including all interest and penalties thereon and additions thereto).

“Tax Authority” means with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Return” means any return, declaration, report, claim for refund, information return, statement or other document (including any related or supporting estimates, elections, schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax or the administration of any law, regulation or administrative requirements relating to any Tax.

“Technology” means collectively, all designs, formulas, methods, processes, schematics, technical drawings, technical information, specifications, algorithms,

procedures, techniques, ideas, know-how, Software, tools, inventions, creations, trade secrets, improvements, works of authorship, recordings (including voice recordings), graphs, drawings, reports, analyses, and any other embodiment of the above, in any form or media, whether or not specifically listed herein.

"Third Party Claim" has the meaning set forth in Section 9.6(a).

"Trade Control Laws" means any applicable trade or economic sanctions or embargoes, restricted party lists, controls on the imports, export, re-export, use, sale, transfer, trade, or otherwise disposal of goods, services or technology, anti-boycott legislation or similar laws or regulations, rules, restrictions, licenses, orders or requirements in force from time to time, including without limitation those of the European Union, the United Kingdom, the United States of America, and other government laws applicable to a Party to this Agreement.

"Transaction Documents" has the meaning set forth in Section 5.1.

"Transaction Expenses" means (a) unpaid fees and expenses incurred by the Seller Parties relating to this Agreement, the sale of the Business or the Transactions, including legal, accounting, consulting, investment banking, brokers' and finders' and other similar fees, costs and expenses; and (b) all amounts (plus any Taxes thereon) payable by the Seller Parties, whether immediately or in the future, under any "change of control," retention, incentive, termination, compensation, redundancy, severance or other similar arrangements as a result of the consummation of the Transactions (including any such amounts payable to any employee, director or consultant (as applicable) of the Seller at the election of such employee, director or consultant (as applicable) pursuant to any such arrangements) to the extent unpaid prior to the Closing.

"Transactions" has the meaning set forth in Section 5.4.

"Transfer Date" has the meaning set forth in Section 7.9(d).

"Transferred Employees" has the meaning set forth in Section 7.9(a).

"TSX" means the Toronto Stock Exchange.

"Warranty Obligations" has the meaning set forth in Section 5.25.

"[Redacted] Employment Agreement" has the meaning set forth in Section 4.2(a)(v).

"[Redacted] Vehicle" has the meaning set forth in Section 1.2(e).

"Work in Process" has the meaning set forth in Section 5.27(a).

"Vehicles" has the meaning set forth in Section 1.1(e).

"Year End Balance Sheets" has the meaning set forth in Section 5.6.

"Year End Income Statements" has the meaning set forth in Section 5.6.

11. GENERAL.

11.1 Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided: (a) by hand (in which case, it will be effective upon delivery); (b) by electronic mail (in which case it will be effective upon receipt); or (c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the next business day after being deposited with such courier service), in each case, to the address listed below:

If to any member of the Seller Group or Seller Representative to:

[Redacted: Address]

Email: [Redacted: Email Address]

with a copy (which will not constitute notice) to:

AZA Law
1221 McKinney, Suite 2500 Houston,
Texas 77010
Attention: [Redacted: Name]
Email: [Redacted: Email Address]

If to Buyer, to:

ACT Energy Technologies Ltd. 6030-3rd
Street S.E.
Calgary, Alberta T2H 1K2
Attention: [Redacted: Names]
Email: [Redacted: Email Address]

with a copy (which will not constitute notice)

to:

Porter Hedges LLP
1000 Main Street, 36th Floor Houston,
Texas 77002
Attention: [Redacted: Name]
Email: [Redacted: Email Address]

Each of the Parties to this Agreement may specify a different address or facsimile number by giving notice in accordance with this Section 11.1 to each of the other Parties hereto.

11.2 Entire Agreement. This Agreement contains the entire understanding of the Parties, supersedes all prior agreements and understandings relating to the subject matter hereof and shall not be amended except by a written instrument hereafter signed by all of the Parties hereto.

11.3 Seller Representative.

(a) Appointment and Authority. Each member of the Seller Group hereby irrevocably appoints the Seller Representative as the Seller Representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such member of the Seller Parties, to act on behalf of such member of the Seller Parties after the Closing Date with respect to matters (including all rights and obligations) designated to the Seller Representative herein, and with respect to any other matters which the members of the Seller Group have the opportunity or obligation to act hereunder following the Closing Date. The Seller Representative will have full power and authority, and is hereby appointed, to represent all of the members of the Seller Group and their successors with respect to all matters arising under this Agreement and all other Transaction Documents and all actions taken by the Seller Representative hereunder and thereunder will be binding upon all the members of the Seller Group and their respective successors. The Seller Representative will take any and all actions which it believes are necessary or appropriate under this Agreement and any other Transaction Documents for and on behalf of the members of the Seller Group, including, defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such claims and matters, conducting negotiations with Buyer and other applicable counterparties and their agents regarding such claims and matters, dealing with Buyer under this Agreement and any other Transaction Documents with respect to all matters arising under this Agreement and any other Transaction Documents, taking any and all other actions specified in or contemplated by this Agreement and any other Transaction Documents, and engaging counsel, accountants or other Representative of the members of the Seller Group in connection with the foregoing matters. Without limiting the generality of the foregoing, the Seller Representative will have full power and authority on behalf of the members of the Seller Group to interpret all of the terms and provisions of this Agreement and any other Transaction Documents and to consent to, and execute and deliver, any amendment hereof or thereof on behalf of all the members of the Seller Group and such successors. The Seller Representative hereby

accepts such appointment. No bond shall be required of the Seller Representative and the Seller Representative shall receive no compensation for services rendered. Notices or communications to or from the Seller Representative shall constitute notice to or from each of the Sellers. The power of attorney granted under this Section 11.3 is a special power of attorney coupled with an interest and is irrevocable, may be exercised by the attorney-in-fact by listing a member of the Seller Group on any agreement, certificate, instrument, or other document with the single signature of the attorney-in-fact acting as attorney-in-fact for the members of the Seller Group, shall survive the members’ of the Seller Group subsequent dissolution, bankruptcy or insolvency.

(b) Specific Powers and Authority. Without limiting Section 11.3(a), the Seller Representative is the Representative of the members of the Seller Group and can act as the true and lawful agent of the members of the Seller Group and attorney-in-fact with respect to all matters arising in connection with this Agreement, and any other Transaction Document, including the power and authority on behalf of each the members of the Seller Group to do any one or all of the following:

(i) give any written notices or consents and seek any declaratory judgments, damages or other appropriate relief from a court or other tribunal that the Seller Representative may consider necessary or appropriate;

(ii) make, execute and deliver such amendments of and supplements to this Agreement, any Transaction Document or any other agreements, instruments or documents relating hereto that the Seller Representative may consider necessary or appropriate and not materially adverse to the members’ of the Seller Group interests hereunder, such authority to be conclusively evidenced by the execution and delivery thereof;

(iii) take all actions and do all things, including the execution and delivery of all documents necessary or proper, required, contemplated or deemed advisable by the Seller Representative, and to act for and in the name of each Seller Party with respect to this Agreement and any other Transaction Document; and

(iv) negotiate and resolve disputes arising under, or relating to, this Agreement or any other Transaction Document.

(c) Exclusive Authority. The Seller Representative shall be the only Party entitled to assert the rights of the members of the Seller Group with respect to any matter contemplated in this Agreement and any

other Transaction Document. A decision, act, consent or instruction from the Seller Representative hereunder shall constitute a decision, act, consent or instruction of all the members of the Seller Group and shall be final, binding and conclusive upon each member of the Seller Group, and Buyer may rely conclusively (without further evidence of any kind whatsoever) upon any such decision, act, consent or instruction the Seller Representative as being the decision, act, consent or instruction of each and every member of the Seller Group. Buyer shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller Representative.

(d) No Liability. The Seller Representative will not be liable to the members of the Seller Group for any action taken by the Seller Representative in subjective good faith pursuant to this Section 11.3, and each member of the Seller Group will indemnify (but only to the extent of such Seller’s Party pro rata share of any liability) the Seller Representative from any Losses arising out of its serving as the Seller Representative hereunder. The Seller Representative is serving in that capacity solely for purposes of administrative convenience and is not personally liable in such capacity for any of the indemnification obligations to be funded by the members of the Seller Group. The Seller Representative shall not be liable to the members of the Seller Group except to the extent the Seller Representative shall have engaged in willful misconduct, gross negligence, fraud or intentional misrepresentation. Each member of the Seller Group hereby fully and forever releases and discharges the Seller Representative from any and all claims, demands, rights of action or causes of action, present or future, whether the same be known, anticipated or unanticipated, resulting from or arising out of the Seller Representative’s actions pursuant to this Agreement or the Transaction Documents, except for the limited exceptions for fraud, intentional misrepresentation, gross negligence, or willful misconduct cited above.

11.4 Governing Law: Venue. (a) This Agreement and all matters arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement, including any actions, suits or proceedings, whether in contract, tort or statute (an “Action”), shall be governed by, and construed in accordance with, the Legal Requirements of the State of Texas without giving effect to its conflicts of laws provisions.

(b) Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process in any Action relating to the Transactions, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.4, provided that nothing in this Section 11.4 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Legal

Requirement; (ii) consents and submits to the exclusive, mandatory jurisdiction of the Eleventh Business Court Division of the Texas Business Courts (the “Eleventh Division”) for any and all Actions arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (and each Party agrees to commence any Actions relating to this Agreement exclusively in the Eleventh Division); (iii) agrees that the Eleventh Division has subject matter jurisdiction over any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement, to the greatest extent permitted under the Texas Government Code; and (iv) waives any objection to the laying of venue or jurisdiction of any such Action in the Eleventh Division and agrees not to plead or claim that such Action has been brought in any inconvenient forum; provided, that if the Eleventh Division is unable to accept a filing of any such Action, then each Party consents and submits to the exclusive jurisdiction of any other Texas Business Court and hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Actions arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement, (A) that it is not personally subject to jurisdiction in any of the Texas Business Courts for any reason, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (1) the Action in any such court is brought in an inconvenient forum, (2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts; provided further, that if (x) no Texas Business Court is able to accept a filing of such Action or (y) a Texas Business Court determines, in a final order, that the Texas Business Courts lack subject matter jurisdiction over such Action, then each Party consents and submits to the exclusive jurisdiction of the state courts of Texas and hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Actions arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement, (a) that it is not personally subject to jurisdiction in any of the Judicial District Courts of Harris, County, Texas for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this

Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.4(c).

11.5 Sections and Section Headings. The headings of sections and subsections are for reference only and shall not limit or control the meaning thereof.

11.6 Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor the obligations of any Party hereunder shall be assignable or transferable by such Party without the prior written consent of the other Party hereto; provided, however, that nothing contained in this Section 11.6 shall prevent Buyer, without the consent of the members of the Seller Group, (a) from, after Closing, transferring or assigning this Agreement or its rights or obligations hereunder to another entity controlling, under the control of, or under common control with Buyer or (b) from assigning all or part of its rights or obligations hereunder by way of collateral assignment to any bank or financing institution or other lender providing financing for the acquisition contemplated hereby or (c) from transferring or assigning this Agreement or its rights or obligations hereunder to another Person in connection with a sale of substantially all of the assets of Buyer, but no such transfer or assignment made pursuant to clauses (a) or (b) shall relieve Buyer of its obligations under this Agreement.

11.7 Severability. In the event that any covenant, condition, or other provision herein contained is held to be invalid, void, or illegal by any court of

competent jurisdiction, the same shall be deemed to be severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other covenant, condition, or other provision contained herein.

11.8 Further Assurances.

The Parties agree to take such reasonable steps and execute such other and further documents as may be necessary or appropriate to cause the terms and conditions contained herein to be carried into effect.

11.9 Specific Performance.

The Parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties hereto acknowledge and agree that the Parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions or any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to show proof of actual damages or provide any bond or other security in connection with any such order or injunction.

11.10 No Implied Rights or Remedies.

Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm or corporation, other than the members of the Seller Group and Buyer and their respective members, any rights or remedies under or by reason of this Agreement.

11.11 Interpretations.

For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole, and (d) unless the context otherwise requires, references herein (w) where implied from the context, any defined term may be used in either the singular or plural form, regardless of whether defined in the singular or the plural; (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time

and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

11.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To the extent this Agreement or any writing required or permitted hereby is signed and/or delivered by means of DocuSign, .pdf or other electronic transmission, such DocuSign, .pdf or other electronic transmission shall be treated in all manner and respects as an original signed counterpart thereof and shall nonetheless be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Remainder of this page left blank. Signature page to follow.]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties hereto have caused this Agreement to be duly executed and delivered as a sealed instrument as of the date and year first above written.

BUYER PARENT:

ACT ENERGY TECHNOLOGIES LTD.

By: ________

(Signed) "Authorized Signatory"

BUYER:

ACT ENERGY USA, INC.

By: ________

(Signed) "Authorized Signatory"

Signature Page to Asset Purchase Agreement

SELLER PARENT:

[REDACTED: NAME]

(Signed) "Authorized Signatory"

By: _________

SELLER:

STRYKER ENERGY DIRECTIONAL SERVICES, LLC

(Signed) "Authorized Signatory"

By: _________

FOUNDERS:

(Signed) "Authorized Signatory"

[Redacted: Founder Name]

(Signed) "Authorized Signatory"

[Redacted: Founder Name]

(Signed) "Authorized Signatory"

[Redacted: Founder Name]

SELLER REPRESENTATIVE:

(Signed) "Authorized Signatory"

[Redacted: Founder Name]

Signature Page to Asset Purchase Agreement

ANNEX A

OWNERS

[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner Name]
[Redacted: Owner and Founder Name]
[Redacted: Owner and Founder Name]
[Redacted: Owner and Founder Name]

Annex A - Owners

EXHIBIT A

FORM OF SUBORDINATED PROMISSORY NOTE

See attached.

Exhibit A – Form of Subordinated Promissory Note

Execution Version

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE “SENIOR OBLIGATIONS” (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF, BY AND AMONG ACT ENERGY USA, INC., AS DEBTOR, ATB FINANCIAL, AS ADMINISTRATIVE AGENT, AND STRYKER ENERGY DIRECTIONAL SERVICES, LLC, AS THE SUBORDINATED PARTY (THE “SUBORDINATION AGREEMENT”)).

SUBORDINATED PROMISSORY NOTE

$6,700,000.00

January 5, 2026

FOR VALUE RECEIVED, the undersigned, ACT ENERGY USA, INC., a Delaware corporation (“Maker”), hereby promises to pay to the order of Stryker Energy Directional Services, LLC, a Texas limited liability company (“Payee”), the principal sum of Six Million Seven Hundred Thousand and No/100 Dollars ($6,700,000.00), together with interest on the outstanding balance of such principal sum from the date hereof at the rate of interest provided for in Section 2 of this Subordinated Promissory Note (this “Note”) in lawful money of the United States, such principal and interest to be paid in the manner as set forth in this Note. This Note is being issued by the Maker to the Payee pursuant to the terms of that certain Asset Purchase Agreement, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) by and among ACT Energy Technologies Ltd. (“Buyer Parent”), the Maker, on the one hand, [Redacted: Name] (“Seller Parent”), the Payee, the Founders, and the other parties thereto, pursuant to which the Maker purchased substantially all of the assets of Payee and Seller Parent. Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Principal and Interest. Subject to the terms of Section 6, including any restrictions on the ability of Maker to pay interest hereunder pursuant to the Subordination Agreement, Maker shall pay interest on this Note to Payee in arrears, on the first Business Day within thirty (30) days after the close of the calendar quarter, commencing with the first interest payment due on or before April 30, 2026. Subject to the terms of Section 6, including any restrictions on the ability of Maker to pay principal hereunder pursuant to the Subordination Agreement, all outstanding principal and interest shall be paid by Maker on January 5, 2029 (the “Maturity Date”). In the event that the terms of Section 6 prohibit Maker from making any payment of principal or interest hereunder, any such payment shall be deferred until such time as such payment is permitted under Section 6, and any such deferred payment of principal or interest shall accrue interest at the rate of ten percent (10.0%) per annum until paid. Subject to the terms of Section 6, including any restrictions on the ability of Maker to make payments hereunder pursuant to the Subordination Agreement, Maker shall pay principal Payments in three installments, two in the amount of $2,500,000 on each of January 5, 2027 and January 5, 2028 and the final principal Payment in the amount of $1,700,000 on the Maturity Date.
Interest. Subject to the last sentence of Section 1 and the last sentence of Section 5, the outstanding principal amount evidenced by this Note shall accrue interest at the rate of six percent (6.0%) per annum (the “Interest Rate”).

18006348v10

Payments. Principal and interest due and payable under this Note to be made to Payee shall be paid in lawful money of the United States of America at such address as may be specified in a written notice to Maker by Payee. If any payment on this Note is due on a Saturday, Sunday or a bank or legal holiday, such payment shall be made on the next succeeding business day, and additional interest at the Interest Rate for such period of time shall accrue and be paid on such succeeding business day. All amounts payable hereunder shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter.
Prepayments. Subject to Section 6 below, this Note may be prepaid in whole or in part at any time without premium or penalty with one (1) Business Day prior written notice to the Payee. The amount of any such prepayment shall be applied first, to, to all accrued interest then outstanding hereunder and second, to the outstanding principal amount hereunder.
Events of Default. The occurrence of any one or more of the following shall constitute a default hereunder (each, an "Event of Default"): (a) subject to Section 6 below, failure or inability of Maker to make any payments of principal within three (3) Business Days of when due; (b) subject to Section 6 below, failure or inability of Maker to make any payments of interest on this Note within three (3) Business Days of when due and payable as provided herein; (c) any assignment for the benefit of creditors by Maker; (d) a voluntary or involuntary petition in bankruptcy or receivership being filed by or against Maker which, if it is an involuntary petition, is not terminated or otherwise released within sixty (60) days of such filing; (e) the admission by Maker in writing to Payee of its inability to pay its debts as they become due; (f) Maker sells or transfers all or substantially all of its assets; or (g) the occurrence of an event of default or other event under the Senior Obligations that results in the acceleration of the Senior Obligations. Upon the occurrence of any Event of Default, the unpaid principal balance and all accrued interest and penalties owing under this Note shall automatically become immediately due and payable. All remedies conferred upon Payee shall be cumulative and not exclusive, and such remedies may be exercised concurrently or consecutively at Payee's option. Notwithstanding the foregoing, this Section 5 shall be subject to the subordination provisions set forth in Section 6 below and the Subordination Agreement. Upon the existence and during the continuance of an Event of Default, the Interest Rate shall increase to twelve percent (12.0%) per annum.
Subordination. All principal, interest, premiums and other amounts payable by Maker to Payee under this Note and any security therefor are subordinated and junior in right of payment to the prior payment in full in cash of all indebtedness for borrowed money and other obligations of Maker and any of its subsidiaries owed to the Senior Lender under the Senior Loan Documents (as defined in the Subordination Agreement) and any other Senior Creditors (as defined in the Subordination Agreement) in respect of any other Senior Obligations (as defined in the Subordination Agreement) (collectively, the "Senior Indebtedness"), in all cases to the extent set forth in the Subordination Agreement; provided, however, that Maker will make the scheduled payments of principal and interest outlined in Section 1 of this Note as and when permitted by Section 2.1(b) of the Subordination Agreement. Until the prior payment in full of all of the Senior Indebtedness, Payee shall remain subject in all respects to the terms set forth in the Subordination Agreement and Payee may not (solely to the extent set forth in the Subordination Agreement), without the prior written consent of the Senior Lender and any other Senior Creditors, take any of the following actions with respect to any amounts owed to Payee under this Note: (a) initiate any

suit, action or proceeding against Maker to enforce payment of, or to collect the whole or any part of any amounts owed under, this Note; or (b) commence judicial enforcement of any of the rights and remedies under this Note. Payee hereby agrees to negotiate in good faith with respect to any requirement by Senior Lender and any other Senior Creditors to enter into an amendment, restatement, supplement, addition or other modification or replacement of the Subordination Agreement. Any reference in this Note to the terms of this Section 6 shall by such reference automatically include the terms and conditions set forth in the Subordination Agreement.

Set-Off. Payee, by its acceptance of this Note, acknowledges and agrees that Payor and its affiliates from time to time may set-off against any principal or interest payable hereunder any indemnity claims that any Buyer Indemnified Parties may have against the Selling Group in accordance with the terms and subject to the conditions set forth in the Purchase Agreement. Notwithstanding anything herein to the contrary, to the extent Payor or its affiliates exercise any set off rights against the Promissory Note as set forth in the Purchase Agreement, the principal or interest payable hereunder shall be reduced to reflect any such set off; provided, further that upon any such set off, interest shall only accrue on the remainder of the outstanding principal amount of this Promissory Note and not the original principal amount of this Promissory Note as of the date hereof.
Extensions of Maturity. All parties to this Note, whether maker, endorser or guarantor, agree that the maturity of this Note, or any payment due hereunder, may be extended, at Payee’s sole discretion, at any time from time to time without releasing, discharging or affecting the liability of Maker.
Amendment. Subject to the terms of the Subordination Agreement, this Note may be amended, or any provision of this Note may be waived upon the approval, in a writing, executed by Maker and Payee. No course of dealing between or among Maker and Payee shall be deemed effective to modify, amend or discharge any part of this Note or any rights or obligations of any such party under or by reason of this Note. A waiver by Maker or Payee of any term or condition of this Note in any one instance shall not be deemed or construed to be a waiver of such term or condition for any other instance in the future (whether similar or dissimilar) or of any subsequent breach thereof.
No Collateral or Security. This Note is a general unsecured obligation of Maker and shall remain unsecured.
No Third Party Beneficiaries. This Note is for the sole benefit of Maker and Payee and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any person any legal or equitable rights hereunder, other than Maker and Payee.
Governing Law; Venue. Section 11.4 of the Purchase Agreement is incorporated by reference herein, mutatis mutandis.
Addresses for Notices, etc. Any notice required or permitted hereunder shall be given in writing and in the manner set forth in the Purchase Agreement, addressed (a) if to the Maker, as set forth in the Purchase Agreement, and (b) if to the Payee, at Payee’s address as set

forth in the Purchase Agreement, or at such other address as the Maker or the Payee may designate by advance written notice to the other parties hereto.

Usury. It is the specific intent of Maker and Payee that this Note bear a lawful rate of interest. If any court of competent jurisdiction should determine that the interest rates, or any other charges or costs set forth in this Note which may be deemed to be interest exceed the amount or amounts which is or are statutorily permitted for the type of transaction evidenced hereby, the interest rates (and other applicable charges or costs) shall be reduced to the highest rate permitted by applicable law, with any excess interest theretofore collected being applied against principal or, if such principal has been fully repaid, returned to Maker on demand.
Severability; Successors and Assigns. Wherever possible, each provision of this instrument shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this instrument shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this instrument. As used herein the terms “Maker” and “Payee” shall be deemed to include their respective heirs, successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law; provided, however, that Maker shall not assign any right or obligation herein without the written consent of Payee, and any attempted assignment without such consent shall be null and void. Payee may only assign its rights under this Note upon not less than five (5) Business Days prior notice to Maker.
ENTIRE AGREEMENT. THIS NOTE AND THE OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO THE PURCHASE AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Execution. This Note may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Note by facsimile or other means of electronic transmission shall be as effective as delivery of a manually executed counterpart of this Note. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to this Note shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank.
Signature page immediately follows.]

IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the day and year first written above.

MAKER:

ACT ENERGY USA, INC.
a Delaware corporation

By: _______
(Signed) "Authorized Signatory"

Acknowledged and agreed as of the date of this Note:

PAYEE:

STRYKER ENERGY DIRECTIONAL SERVICES, LLC

By: _______
(Signed) "Authorized Signatory"

[Signature Page to Subordinated Promissory Note]

EXHIBIT B

FORM OF ESCROW SHARES SUBSCRIPTION AGREEMENT

See attached.

Exhibit B – Form of Escrow Shares Subscription Agreement

UNITED STATES

SUBSCRIPTION AGREEMENT FOR COMMON SHARES

TO: ACT ENERGY TECHNOLOGIES LTD. (the "Corporation")

The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of common shares in the capital of the Corporation (the "Common Shares") set forth below for the aggregate subscription price set forth below (the "Aggregate Subscription Price"), representing a subscription price of CAD$ per Common Share, subject to the terms and conditions set forth in the "Terms and Conditions of Subscription for Common Shares of ACT Energy Technologies Ltd." attached hereto (the "Terms" and together with this face page, the Corporation's signature page, the Investor Instructions and the attached Exhibits, the "Subscription Agreement"). In addition to this face page, the Subscriber must also complete all applicable Exhibits attached hereto. For payment instructions, please refer to section 2 of the Investor Instructions.

| Stryker Energy Directional Services, LLC
(Name of Subscriber – please print)
(Signed) "Authorized Signatory" |
| --- |
| By:
(Authorized Signature) |
| President
(Official Capacity or Title, if the Subscriber is not an individual – please print) |
| [Redacted: Name]
(Please print name of individual whose signature appears above if different than the name of the Subscriber) |
| [Redacted Address]
(Subscriber's Residential Address) |
| (Address continued, including zip/postal code) |
| [Redacted Telephone Number][Redacted Email Address]
(Telephone Number)
(E-Mail Address) |
| By executing this Subscription Agreement, you are consenting on your behalf and, if applicable, on behalf of the beneficial principal for whom you are contracting, to the collection, use and disclosure of personal information in the manner described in the privacy notices in section 8 of this Subscription Agreement. |

The Subscriber (please check the applicable box for each item):

☐ IS or ☑ IS NOT an "insider" of the Corporation.
☐ IS ☐ or ☑ IS NOT a "TSX Insider" of the Corporation.
☐ IS ☐ or ☑ IS NOT a "registrant".
☐ IS ☐ or ☑ IS NOT a "promoter".

(as such terms are defined in Appendix A to Exhibit 2).

Stryker Energy Directional Services, LLC
(Name of Subscriber)

(Account reference, if applicable)
[Redacted: Address]

(Address)

(Address continued, including postal code)

Number of Common Shares: 727,660

Aggregate Subscription Price (CAD): $3,849,321

(Number of Common Shares x CAD$)

Disclosed Beneficial Purchaser Information:

If the Subscriber is signing as agent for a principal and is not a trust company or trust corporation purchasing as trustee or agent for accounts fully managed by it (excluding a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or comparable legislation in another jurisdiction of Canada) or a person acting on behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in National Instrument 45-106, complete the following and ensure that the applicable Exhibits are completed on behalf of such principal (the "Disclosed Beneficial Purchaser"):

(Name of Disclosed Beneficial Purchaser)

(Disclosed Beneficial Purchaser's Residential Address)

(Address continued, including postal code)

(Disclosed Beneficial Purchaser's Telephone Number) (E-Mail Address)

The Common Shares should be issued in share certificate format.

Deliver the Certificate or DRS Statement representing the Common Shares as set forth below:

Stryker Energy Directional Services, LLC
(Name of Subscriber)

(Account reference, if applicable)
[Redacted: Name] (Contact Name) Redacted Telephone Number (Telephone)

UNITED STATES

The Subscriber owns, directly or indirectly, the following securities of the Corporation:

[Redacted Address]
(Address)

(Address continued, including postal code)

UNITED STATES

THIS PAGE IS FOR THE CORPORATION'S USE ONLY. PLEASE LEAVE BLANK.

ACCEPTANCE: The Corporation hereby accepts the subscription set forth above on the terms and conditions contained in this Subscription Agreement.

ACCEPTED AS OF January 5, 2026.

ACT ENERGY TECHNOLOGIES LTD.

By: _____
(Signed) "Authorized Signatory"

This is the second page of an agreement comprised of 12 pages (not including the Exhibits).

UNITED STATES

INVESTOR INSTRUCTIONS

Please make sure you properly complete and duly execute the face page of this Subscription Agreement.
Please provide a wire transfer (instructions below), certified cheque or bank draft, or such other form of payment as is acceptable to the Corporation, payable to “ACT Energy Technologies Ltd.” in an amount equal to the Aggregate Subscription Price:

Wire Instructions:

Bank Name: [Redacted: Bank Name]

SWIFT Code: [Redacted: SWIFT Code]

Bank Code & Transit:

Beneficiary Details

Beneficiary Account Number: [Redacted: Account Number]

Beneficiary Name: Beneficiary ACT ENERGY TECHNOLOGIES LTD.

Physical Address: 6030 3 St SE Calgary, AB, T2H 1K2, CA

Please provide for Stryker Energy Directional Services, LLC, the Subscriber, a properly completed and duly executed Canadian “accredited investor” certificate in the form attached to this Subscription Agreement as Exhibit 1, including Appendix A thereto.
Please provide for the shareholders/members of Stryker Energy Directional Services, LLC:

a. For [Redacted: Name] a fully executed and completed Statement of Accredited Investor - Person in the form attached hereto as Exhibit 2.

b. For each of [Redacted Name], [Redacted: Name] and [Redacted: Name], a fully executed and completed Statement of Accredited Investor – Individual in the form attached hereto as Exhibit 3-A, Exhibit 3-B and Exhibit 3-C, respectively.

Please deliver your completed Subscription Agreement and payment to:

ACT Energy Technologies Ltd. 6030 3rd Street SE Calgary, Alberta, T2H 1K2

Attention: [Redacted: Name] Email: [Redacted: Email Address]

TERMS AND CONDITIONS OF SUBSCRIPTION FOR COMMON SHARES OF ACT ENERGY TECHNOLOGIES LTD.

Terms of the Offering

The Subscriber acknowledges and agrees, on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder, that the Common Shares subscribed for by the Subscriber hereunder form part of a stand-alone offering for the issuance and sale by the Corporation of 727,660 Common Shares, at a subscription price of CAD$5.29 per Common Share, for aggregate gross proceeds of CAD$3,848,236.00 (the “Offering”). The Subscriber acknowledges that the Offering is expected to close on such date or dates as the Corporation may determine.
The Subscriber further acknowledges and agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder) that:

(a) this subscription is subject to rejection or allotment by the Corporation in whole or in part in its sole discretion at any time prior to the Closing Time (as defined herein) and is effective only upon acceptance by the Corporation;

(b) the Corporation may, from time, to time after the delivery of this subscription or its acceptance or rejection by the Corporation, issue and sell additional Common Shares or other securities of the Corporation, which may have a dilutive effect on the Subscriber and whether or not this subscription is accepted by the Corporation the Subscriber shall not have any pre-emptive rights in respect of any such issue;

(c) this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber;

(d) [intentionally omitted];

(e) the Common Shares issued hereunder shall be subject to the terms of an escrow agreement (the “Escrow Agreement”) which shall be subject to the following release schedule:

(i) 25% of the Common Shares shall be subject to restrictions on resale until the date which is twelve (12) months after the Closing Date;

(ii) a further 25% of the Common Shares shall be subject to restrictions on resale until the date which is twenty-four (24) months after the Closing Date;

(iii) a further 25% of the Common Shares shall be subject to restrictions on resale until the date which is thirty-six (36) months after the Closing Date; and

(iv) the remaining 25% of the Common Shares shall be subject to restrictions on resale until the date which is forty-eight (48) months after the Closing Date, (collectively, the “Escrow Period”).

(f) the closing of the Offering is subject to the receipt of final acceptance from the Toronto Stock Exchange (the “TSX”).

Representations, Warranties and Covenants by Subscriber

The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder) represents, warrants to and covenants with the Corporation and its counsel (and acknowledges that the Corporation and its counsel are relying thereon), both at the date hereof and at the Closing Time (as defined herein), that:

(a) it has been advised to consult with its own legal advisers as to hold periods and other restrictions with respect to trading in the Common Shares imposed by applicable securities laws in Canada and in the jurisdiction in which it resides; it confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto; it acknowledges that it is aware of the characteristics of the Common Shares, the risks relating to an investment therein and of the fact that it may not be able to resell the Common Shares except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable restricted period and compliance with the other requirements of applicable law; and

(b) it acknowledges that it is aware that the Subscriber may not be able to resell the Common Shares except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable Escrow Period, statutory hold periods and compliance with the other requirements of applicable law; and it agrees that any certificates or ownership statements (“DRS Statements”) representing the Common Shares may bear a legend indicating that the resale of such securities is restricted. The Subscriber further acknowledges that it should consult its own legal counsel for full particulars of applicable resale restrictions and that it is the Subscriber’s responsibility to comply with such restrictions before selling the Common Shares; and

(c) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, prospectus, sales or advertising literature or any other document (other than, if any, financial statements or any other continuous disclosure document, other than an offering memorandum, the content of which is prescribed by statute or regulation) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Common Shares; and

(d) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Common Shares; and

(e) it is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the “Subscriber’s Residential Address” and the purchase by and sale to the Subscriber of the Common Shares and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase and sale has occurred only in such jurisdiction; and

(f) the Subscriber is purchasing the Common Shares solely for its own account or for the account of a Disclosed Beneficial Purchaser named on page 1 hereof for which it exercises sole investment discretion, and represents, warrants and certifies that:

(i) it and each such Disclosed Beneficial Purchaser, as the case may be, is an “accredited investor”, as such term is defined in Canadian National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) promulgated under applicable securities laws in Alberta, it was not created or used solely to purchase or hold securities as an accredited investor as described in section (m) of the definition of “accredited investor” in NI 45-106, and the Subscriber and (if applicable) each Disclosed Beneficial Purchaser has concurrently completed, executed and delivered the following, as applicable:

(A) a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement and has initialed in Appendix A thereto indicating that it satisfies one of the categories of “accredited investor”; or

(B) if subscribing as a person under paragraph (m) of the definition of “accredited investor”, a Statement of Accredited Investor - Person in the form attached as Exhibit 2 to this Subscription Agreement; and

in all respects, describes the Subscriber and (if applicable) each Disclosed Beneficial Purchaser, and will describe the Subscriber and (if applicable) each Disclosed Beneficial Purchaser as at the Closing Date, and the Subscriber and (if applicable) each Disclosed Beneficial Purchaser has so indicated by filling out the Exhibits, as applicable;

(ii) each of the shareholders of the Subscriber (each, a “Subscriber Owner”) is also an “accredited investor” under NI 45-106 and the shareholders of the Subscriber have completed, executed and delivered the certificates relevant to such shareholder of the Subscriber in the forms attached as Exhibit 2 and Exhibit 3 to this Subscription Agreement; and

specifically represents and warrants that one or more of the categories set forth in Appendix A to the Representation Letter and the information provided in the Exhibits, as applicable, correctly, and in all respects, describes the Subscriber Owner, and will describe the Owner as at the Closing Date, and the Subscriber Owner has so indicated by filling out the Exhibits, as applicable;

(g) it has been provided the opportunity to seek information about the business, management, financial position and condition of the Corporation for the purposes of conducting its due diligence investigation, and has had the opportunity to ask and have answered any and all questions which the Subscriber wished to have answered with respect to the subscription for the Common Shares made hereunder; and

(h) the Subscriber confirms that the Subscriber (and, if applicable, the Disclosed Beneficial Purchaser):

(i) has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Common Shares;

(ii) is capable of assessing the proposed investment in the Common Shares as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable securities legislation;

(iii) is aware of the characteristics of the Common Shares and the risks relating to an investment therein; and

(iv) is able to bear the economic risk of loss of its investment in the Common Shares (including, without limitation, a complete loss of its investment);

(i) the Subscriber (and any beneficial purchaser for whom it is contracting hereunder) acknowledges that:

(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares; and

(ii) there is no government or other insurance covering the Common Shares; and

(iii) there are risks associated with the purchase of the Common Shares; and

(iv) there are restrictions on the Subscriber’s ability to resell the Common Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Common Shares; and

(v) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable securities laws and, as a consequence of acquiring Common Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

(vi) is aware that the common law may not provide adequate remedies in the event the Subscriber suffers an investment loss in connection with securities acquired pursuant to the Offering; and

(vii) the certificates or DRS Statements evidencing the Common Shares may bear a legend referring to restrictions on resale in accordance with applicable securities laws and neither the Corporation nor any transfer agent of the Corporation will register any transfer of such Common Shares not made in compliance with such restrictions on resale; and

(j) it confirms that neither the Corporation nor any of its directors, officers, employees or representatives have made any representations (oral or written) to the Subscriber:

(i) that any person will resell or repurchase the Common Shares;

(ii) that any person will refund any portion of the purchase price of the Common Shares; or

(iii) as to the future price or value of the Common Shares; and

(k) the Subscriber does not, nor does it intend to, act jointly or in concert with any other person or company for the purposes of acquiring securities of the Corporation; and

(l) the Subscriber understands that acquiring, holding and disposing of the Common Shares may have tax consequences under the laws of Canada and the United States, and that the Subscriber is solely responsible for determining the tax consequences of its investment. The Corporation has not made a determination whether it is or would be a “passive foreign investment company”, as such term is defined under the United States Internal Revenue Code of 1986, as amended;

(m) either (i) the Subscriber is subscribing for the Common Shares as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities laws), for investment purposes, and not with a view to the resale or distribution of all or any of the Common Shares in violation of United States federal or state securities laws; or (ii) the Subscriber is acting as fiduciary or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a beneficial purchaser and the Subscriber is duly and properly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser, and not for the benefit of any other person, for investment purposes, and not with a view to the resale or distribution of the Common Shares in violation of United States federal or state securities laws, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of the Subscriber and the Subscriber acknowledges that the Corporation may be required by law to disclose the identity of such beneficial purchaser for whom the Subscriber is acting;

(n) it is aware that the Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), or the securities laws of any state and that the Common Shares may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states or an exemption from such registration requirements is available and it acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Common Shares; and

(o) the Subscriber undertakes and agrees that it will not offer or sell any of the Common Shares in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable States of the United States or an exemption from such registration requirements is available;

(p) in the event that the Subscriber requests that the certificates or DRS Statements representing the Common Shares be registered and/or delivered in the name of someone with an address in a jurisdiction other than the jurisdiction of its residence as set out on the face page hereof, it has done so only for safekeeping or as a bare trusteeship with respect to such certificates or DRS Statements in accordance with its normal business

practice and no act, solicitation, conduct or negotiation directly or indirectly in furtherance of the sale of the Common Shares has occurred in this other jurisdiction;

(q) the Subscriber (and, if applicable, the Disclosed Beneficial Purchaser) is acting at “arm’s length” with the Corporation, as such term is defined in applicable securities legislation, and has not received any financial assistance from the Corporation in respect of the purchase of the Common Shares;

(r) it has been independently advised as to restrictions with respect to trading in the Common Shares imposed by applicable securities legislation in the jurisdiction in which it resides; it confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; it acknowledges that it is aware of the characteristics of the Common Shares, the risks relating to an investment therein and of the fact that it may not be able to resell the Common Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable hold period and compliance with the other requirements of applicable law; and it agrees that any certificates or DRS Statements representing the Common Shares shall bear substantially the following legend indicating that the resale of such securities is restricted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”

The Subscriber understands that in addition to such other legends that may be required pursuant to applicable securities laws and regulatory requirements, all certificates or DRS Statements representing the Common Shares, as well as all certificates or DRS Statements issued in exchange for or in substitution of the foregoing securities, until such time as is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, will bear a legend to the following effect:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D), THE SELLER HAS FURNISHED TO THE CORPORATION AND ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON EXCHANGES IN CANADA.

provided, that if such securities are being sold in accordance with the requirements of Rule 904 of Regulation S (“Regulation S”) promulgated under the U.S. Securities Act, as referred to above, and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Corporation’s transfer agent for such securities, in the form attached hereto as Exhibit 4 (or as the Corporation may prescribe from time to time),

notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future;

provided further, that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Corporation and transfer agent for such securities of an opinion of counsel of recognized standing reasonably satisfactory to the Corporation to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws;

(s) the Subscriber understands and acknowledges that the Corporation has the right to instruct the transfer agent for the Common Shares not to record a transfer by any person without first being notified by the Corporation that it is satisfied that such transfer is exempt from or not subject to registration under the U.S. Securities Act and any applicable state securities laws;

(t) Subscriber acknowledges that (i) if an exemption from registration or qualification is available, it may be conditioned on various requirements, including but not limited to the availability of current public information about the Corporation, the time and manner of the sale, the holding period of the Common Shares and on requirements relating to Seller that are outside of Subscriber’s control, and (ii) the Corporation is not presently subject, and may never be subject, to the reporting requirements of the Securities Exchange Act of 1934, as amended, to the extent required to enable Subscriber to sell its Common Shares pursuant to Rule 144 under the Act.

(u) Subscriber understands that no public market now exists for any of the securities issued by the Corporation, and that The Corporation has made no assurances that a public market will ever exist for the Common Shares.

(v) Neither Subscriber nor any of its officers, employees, agents, directors, stockholders or partners has (i) agreed to pay any commission, fee or other remuneration to any third party to solicit or contact any potential investor, (ii) engaged in any general solicitation, or (iii) published any advertisement, in each case, in connection with the offer and sale of the Common Shares.

(w) Neither Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

(x) the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

(y) Subscriber has not authorized any person to act as broker or finder or in any other similar capacity in connection with the transactions contemplated by this Agreement, that in any manner may or will impose liability on the Corporation;

(z) to the knowledge of Subscriber, no representation or warranty of the Subscriber contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading;

(aa) the Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Canada; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) some or a substantial portion of the assets of the Corporation and such persons may be located outside the United States;

(bb) the Subscriber understands and agrees that the financial statements of the Corporation have been, or will be, prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of companies formed or domiciled in the United States;

(cc) the receipt of the Common Shares by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger: (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such transfer; and (ii) any registration or other obligation on the part of the Corporation;

(dd) The Subscriber understands that the Common Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws:

(i) Subscriber must hold the Common Shares unless they are registered with the United States Securities and Exchange Commission and qualified by the state authorities (unless an exemption from such registration and qualification requirements is available) and the Corporation is under no obligation (and has no intention) to register the Common Shares under any circumstances, or to attempt to make available any exemption from registration under the U.S. Securities Act or any applicable state securities law before selling the Common Shares; and

(ii) the Subscriber understands that it must bear the economic risks of the investment in the Common Shares for an indefinite period of time;

(ee) the Subscriber understands that if it decides to offer, sell, pledge or otherwise transfer any of the Common Shares, such securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only: (A) to the Corporation; (B) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (C) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws; or (D) in another transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (C) and (D), the seller has furnished to the Corporation and its transfer agent an opinion to such effect from counsel of recognized standing or other evidence reasonably satisfactory to the Corporation and its transfer agent in connection with such transaction;

(ff) the Subscriber acknowledges that it has not purchased the Common Shares as a result of any “general solicitation” or “general advertising” (as those terms are used in Regulation D), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(gg) the Subscriber understands and acknowledges that the Corporation is not (i) obligated to file and has no present intention of filing with the United States Securities and Exchange Commission or with any state securities regulatory authority any registration statement in respect of resales of the Common Shares in the United States or (ii) obligated to take and has no present intention of taking, if necessary, any actions to make Rule 144 under the U.S. Securities Act available for resales of the Common Shares;

(hh) the Subscriber understands and acknowledges that (i) if the Corporation is deemed to have been at any time previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the U.S. Securities Act may not be available for resales of the Common Shares and (ii) the Corporation is not obligated to make Rule 144 under the U.S. Securities Act available for resales of such securities;

(ii) if a corporation, partnership, unincorporated association or other entity, it has been duly incorporated or created, as the case may be, and is valid and subsisting under the laws of its jurisdiction of incorporation or creation, it has the legal capacity to enter into and be bound by this Subscription Agreement and further

certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained; and

(ii) if an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

(kk) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

(ll) in the case of a subscription by it for Common Shares acting as agent for Disclosed Beneficial Purchaser, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal; and

(mm) it acknowledges that the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and, if available, may be completed on reasonable terms; any such future financings may have a dilutive effect on current or future securityholders, including the Subscriber; and if such future financings are not available, the Corporation may be unable to fund its ongoing development; and

(nn) it acknowledges that there are significant risks related to the Corporation’s future results of operations, it has relied solely upon publicly available information relating to the Corporation and not relied upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation; and

(oo) it acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and

(pp) it understands that the Common Shares are being offered for sale only on a “private placement” basis and that the sale and delivery of the Common Shares is conditional upon such sale being exempt from the requirements under applicable securities laws as to the filing of a prospectus, registration statement or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus, registration statement or delivering an offering memorandum and, as a consequence: (i) it is restricted from using most of the civil remedies available under applicable securities legislation in Canada; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws in Canada; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under applicable securities laws in Canada; and

(qq) if required by applicable securities laws, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Common Shares; and

(rr) it will not resell the Common Shares except in accordance with the provisions of applicable securities laws, the Escrow Agreement and stock exchange rules in the future; and

(ss) the acquisition of the Common Shares hereunder by the Subscriber will not result in the Subscriber becoming a “control person” as defined in applicable securities laws (including policies of the TSX); and

(tt) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound; and

(uu) none of the funds the Subscriber is using to purchase the Common Shares are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities and the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber: (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

(vv) except for the Subscriber’s knowledge regarding its subscription for Common Shares hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as such terms are defined in the Securities Act (Alberta)) in the affairs of the Corporation that has not been generally disclosed; and

(ww) it is not named on or blocked by any of the following lists (the “Prohibited Lists”) promulgated by the Department of Foreign Affairs, Trade and Development Canada, or the Department of Public Safety Canada:

(1) the List of Names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada);

(2) the List of Names subject to the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism; and

(3) the List of Names subject to the United Nations AI-Qaida and Taliban Regulations.

The Subscriber acknowledges and agrees that because the foregoing lists are subject to change from time to time, it is the responsibility of the Subscriber to ensure that each representation made by the Subscriber is true and correct as of the date of this Subscription Agreement; and

(xx) the Subscriber acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for these Common Shares and accordingly, has had the opportunity to obtain any necessary advice as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement.

Closing

The Subscriber agrees to deliver to the Corporation, at the address set forth on Page 3 of this Subscription Agreement, not later than 9:00 a.m. two business days prior to the Closing Date:

(a) this duly completed and executed Subscription Agreement, including the applicable Exhibits hereto; and

(b) a wire transfer (see instructions below), certified cheque or bank draft representing the Aggregate Subscription Price:

Wire Instructions:

Bank Name: [Rdacted: Bank Name]

SWIFT Code: [Redacted: SWIFT Code]

Bank Code & Transit:

Beneficiary Details

(Beneficiary Account Number: [Redacted: Account Number]

Beneficiary Name: ACT ENERGY TECHNOLOGIES LTD.

Beneficiary Physical Address: 6030 3 St SE Calgary, AB, T2H 1K2, CA

It is hereby acknowledged that the Corporation may complete one or more closings until the Offering is fully subscribed. The issuance and sale of the Common Shares pursuant to this Subscription Agreement is expected to be completed electronically at such time as the Corporation may determine (the “Closing Time”), on such dates as the Corporation may determine (each such applicable date referred to as the “Closing Date”). At the Closing Time, all completed subscription agreements, including this Subscription Agreement and the Aggregate Subscription Price shall be delivered to the Corporation against delivery by the Corporation of the certificates or DRS Statements representing the Common Shares. In the event this subscription is rejected in whole, the Corporation will, as soon as practical notify the Subscriber and return this Subscription Agreement together with the Subscriber’s certified cheque or bank draft, or a cheque where the Aggregate Subscription Price was provided by wire, for the Aggregate Subscription Price, without interest or deduction. In the event this subscription is accepted in part, a cheque representing the amount by which the payment delivered by the Subscriber exceeds the Aggregate Subscription Price of the Common Shares sold to the Subscriber, without interest, will be delivered to the Subscriber as soon as practical.
The Corporation shall be entitled to rely on delivery of a facsimile or portable document format (“PDF”) copy of executed subscriptions, and acceptance by the Corporation of such facsimile or PDF subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. If less than a complete copy of this Subscription Agreement is delivered to the Corporation at the Closing Time, the Corporation shall be entitled to assume that the Subscriber accepts and agrees with all of the terms and conditions of this Subscription Agreement on the pages not delivered at the Closing Time unaltered.
The Subscriber irrevocably authorizes the Corporation and its counsel to:

(a) negotiate and settle the form of any certificates to be delivered and any agreement to be entered into in connection with the Offering and vary, amend or waive, on its own behalf and on behalf of the purchasers of Common Shares, including the Subscriber, in whole or in part, or extend the time for compliance with, any of the conditions for completing the sale of the Common Shares in such manner and on such terms as the Corporation or its counsel may determine, without affecting the Subscriber’s obligations hereunder, provided, that the Corporation may not vary, amend, alter or waive any such condition where to do so would result in a material adverse change to the material attributes of the Common Shares;

(b) act as its representative at the closing of the Offering with full power of substitution, as its true and lawful attorney and agent with the full power and authority in its place and stead to swear, execute, file and record any document necessary to accept delivery of certificates and/or DRS Statements representing the Common Shares at the closing of the Offering, to terminate this subscription on its behalf in the event that any condition to closing has not been satisfied, to execute a receipt for such certificates and/or DRS Statements and all other documentation, and to deliver such certificates and/or DRS Statements to the Subscriber as set out in this Subscription Agreement;

(c) to complete or correct any errors or omissions in this Subscription Agreement or any form provided by the Subscriber; and

(d) waive in whole or in part any representations, warranties, covenants or conditions for the benefit of the Subscriber contained in this Subscription Agreement.

Privacy

The Subscriber acknowledges that (on its own behalf and, if applicable, on behalf of any Disclosed Beneficial Purchaser):

(a) this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber's or any Disclosed Beneficial Purchaser's eligibility to purchase the Common Shares under applicable securities laws, preparing and registering certificates and/or DRS Statements representing the Common Shares to be issued to the Subscriber, if applicable, and completing filings required by any stock exchange or securities regulatory authority;

(b) the Subscriber's and, if applicable, any Disclosed Beneficial Purchaser's personal information may be disclosed by the Corporation to: (i) stock exchanges or securities regulatory authorities; (ii) the Corporation's registrar and transfer agent; (iii) Canada Revenue Agency; and (iv) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering, and by executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf of any Disclosed Beneficial Purchaser) is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's and any Disclosed Beneficial Purchaser's personal information and to the filing of copies or originals of any of the documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby and the collection, use and disclosure of any personal information by the TSX for the purposes set out in the policies of the TSX;

(c) the Subscriber acknowledges and agrees that it has been notified by the Corporation (a) of the delivery to the securities regulatory authority or regulator of the full legal name, full residential address, email address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price, the exemption relied upon, the date of distribution, whether the Subscriber is an insider of the Corporation or a registrant and the full legal name of the person compensated for distribution to the Subscriber (if any); (b) that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation; (c) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction; and (d) the title, business address and business telephone number of the public official in the Province of Alberta who can answer questions about the security regulatory authority's or regulator's indirect collection of the information is as follows: Alberta Securities Commission, Suite 600, 250 – 5th Street SW, Calgary, Alberta, T2P 0R4, Telephone: 403-297-6454, Toll free in Canada: 1-877-355-0585, Facsimile: 403-297-2082, Public official contact regarding indirect collection of information: FOIP Coordinator.

The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this Section 8 on its own behalf and on behalf of all Disclosed Beneficial Purchasers.

General

The Subscriber agrees that the representations, warranties, covenants and acknowledgements made in this Subscription Agreement and the exhibits hereto are made with the intent that they may be relied upon by the Corporation in determining the suitability of the Subscriber as a purchaser of Common Shares and will be true and correct both as of the execution of this Subscription Agreement and as of the time this subscription is accepted and will survive the completion of the issuance of the Common Shares. The Subscriber agrees to indemnify and hold harmless the Corporation and its directors, officers, employees, advisors, affiliates, shareholders, partners and agents from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation or in connection herewith. The Subscriber undertakes to immediately notify the

Corporation, Attention: [Redacted: Name], VP Legal and Corporate Secretary; E-mail: [Redacted: Email] of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to receipt of an accepted Subscription Agreement.

The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Common Shares to the Subscriber shall be borne by the Subscriber.
The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the province of Alberta and the federal laws of Canada applicable therein, and all claims relating to or arising out of this Subscription Agreement, or the breach of any term thereof, shall likewise be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the province of Alberta.
In this Subscription Agreement (including attachments), references to “$” or “CAD” are to Canadian dollars, and references to “U.S.$” are to United States dollars.
This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. Time shall be of the essence hereof.
The representations and warranties made by the Subscriber in this Subscription Agreement shall survive the closing of the transactions contemplated hereby for the benefit of the Corporation. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other party.
Subject to section 7, neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.
Nothing herein shall constitute or be construed to constitute a partnership of any kind whatsoever between the Subscriber and the Corporation.
The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

[REDACTED - APPENDICES WITH SUBSCRIBER AND SUBSCRIBER SHAREHOLDER INFORMATION]

EXHIBIT C

FORM OF BILL OF SALE

See attached.

Exhibit C – Form of Bill of Sale

EXHIBIT D

FORM OF IP ASSIGNMENT

See attached.

Exhibit D – Form of IP Assignment

Execution Version

IP ASSIGNMENT AGREEMENT

THIS IP ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into on January 5, 2026 (the “Effective Date”), by and among (i) ACT Energy USA, Inc., a Delaware corporation (“Buyer”), (ii) [Redacted: Name], a Texas corporation (the “Seller Parent”), and (iii) Stryker Energy Directional Services, LLC, a Texas limited liability company (the “Seller”, and together with the Seller Parent, collectively the “Seller Parties” or individually a “Seller Party”). The Seller Parties and Buyer are referred to herein each as a “Party” and collectively as the “Parties.” Capitalized terms used herein, but not defined, shall have the meanings set forth in the Purchase Agreement (as defined below).

WHEREAS, the Seller Parties and Buyer are among the parties to that certain Asset Purchase Agreement dated January 5, 2026 (the “Purchase Agreement”);

WHEREAS, under the Purchase Agreement, each Seller Party has agreed to assign, transfer, and convey to Buyer all of such Seller Party’s right, title and interest in, to and under all of the Intellectual Property of the Seller Parties, including, without limitation, (i) all Intellectual Property registered in the name of the Seller, and all applications therefor; (ii) all other Intellectual Property constituting parents, trademarks, trade names, domain names and copyrights used or proposed to be used by the Seller Parties, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto; (iii) all written or oral agreements relating to other Intellectual Property constituting Technology, know-how and processes which a Seller Party is licensed or authorized by others to use or which the Seller Parties have licensed or authorized for use by others; (iv) those assets specified on Exhibit A attached hereto; and (v) all documentation relating to, constituting or describing the Intellectual Property of the Seller Parties and all rights thereunder (collectively, the “Transferred Intellectual Property”); and

WHEREAS, the Parties have covenanted to enter into this Agreement at the Closing.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Assignment. Each Seller Party hereby irrevocably assigns to Buyer such Seller Party’s entire right, title, and interest in and to the Transferred Intellectual Property including, without limitation, all goodwill appurtenant thereto, the right of priority to file and prosecute patent applications in any and all jurisdictions throughout the world with respect to the patentable subject matter included in the Transferred Intellectual Property. The foregoing assignment includes all claims, actions, rights, and demands to the extent arising from the Transferred Intellectual Property, whether choate or inchoate, known or unknown, contingent or non-contingent, including, without limitation, causes of action to sue for past, current, or future infringement, dilution, misappropriation, or violation thereof and other enforcement rights, including the right to collect and retain all proceeds and damages therefrom. To the full extent permissible under applicable law, each Seller Party hereby irrevocably and unconditionally assigns to Buyer and waives and agrees never to assert or enforce any moral rights in or with respect to any and all of the Transferred Intellectual Property that may exist anywhere in the world, together with all claims for damages and other remedies asserted on the basis of moral rights.
Further Assurances; Attorney in Fact. Upon request by Buyer at any time, each Seller Party shall, and shall cause all of its employees and agents to, cooperate with Buyer and execute all documents and instruments and do all other things deemed necessary or useful by Buyer in connection with the assignment of the Transferred Intellectual Property. Where Buyer is unable

18009408v4

because of a Seller Party’s unavailability, dissolution, or for any other reason, to secure such Seller Party’s signature to any documentation such Seller Party is required to execute under this Section 2, then such Seller Party hereby irrevocably designates and appoints Buyer and its duly authorized officers and agents as such Seller Party’s agent and attorney-in-fact, to act for and in such Seller Party’s behalf and stead to execute and file any such documentation and to do all other lawfully permitted acts in connection therewith with the same legal force and effect as if executed by such Seller Party.

Delivery of Transferred Intellectual Property Documents. Not later than five (5) Business Days following the Closing Date, the Seller Parties shall deliver to Buyer all Transferred Intellectual Property Documents. For purposes of this Agreement, “Transferred Intellectual Property Documents” means all documents, records, and files in the possession or control of the Seller Parties or their counsel or agents relating to the Transferred Intellectual Property, including, without limitation: (i) original patent or trademark applications for the Transferred Intellectual Property; (ii) complete prosecution files and docketing reports, including materials filed or prepared for the purpose of being filed with the United States Patent and Trademark Office or similar authority in any other jurisdiction; (iii) originals of all assignment agreements in its possession relating to the Transferred Intellectual Property; (iv) copies of laboratory notebooks, documents, records, and files relating to the conception or reduction to practice of the claims made in the Transferred Intellectual Property; (v) copies of documents, records, and files relating to any marking activities or to the assertion, licensing, enforcement or defense of the Transferred Intellectual Property; and (vi) copies of any other materials or information in the possession or control of, or known to, the Seller Parties, their counsel, or agents that is reasonably likely to be required to be produced in any litigation to enforce the Transferred Intellectual Property; but with respect to all of the foregoing, specifically excluding any attorney-client or work-product privileged information.
Recordation. Upon request by Buyer, the Seller Parties shall deliver to Buyer duly-executed short-form assignments in such form as may be provided by Buyer with respect to the patents, registered trademarks, registered copyrights, and applications for any of the foregoing included in the Transferred Intellectual Property.
Delivery of Domain Name Credentials. Each Seller Party shall, not later than five (5) Business Days after the Closing Date, deliver to Buyer all account information, contact information, passwords, or other access and control credentials for the domain names included in the Transferred Intellectual Property.
General. The terms set forth in Section 11 (General) of the Purchase Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.

[Signature Page Follows]

IN WITNESS WHEREOF, Buyer and the Seller Parties have executed this Agreement, effective as of the date first written above.

SELLER PARENT:

[REDACTED: NAME]

(Signed) "Authorized Signatory"

By: _______

SELLER:

STRYKER ENERGY DIRECTIONAL SERVICES, LLC

(Signed) "Authorized Signatory"

By: _______

[SIGNATURE PAGE TO IP ASSIGNMENT AGREEMENT]

IN WITNESS WHEREOF, Buyer and the Seller Parties have executed this Agreement, effective as of the date first written above.

BUYER:

ACT ENERGY USA, INC.

(Signed) "Authorized Signatory"

By: _______

[SIGNATURE PAGE TO IP ASSIGNMENT AGREEMENT]

Exhibit A

Transferred Intellectual Property

[Redacted: List of Trademarks and Logos]

EXHIBIT E-1

FORM OF CONSIDERATION SHARES ESCROW AGREEMENT

See attached.

Exhibit E-1 – Form of Consideration Shares Escrow Agreement

Execution Version

ESCROW AGREEMENT

(CONSIDERATION SHARES)

THIS AGREEMENT is dated effective as of January 5, 2026

AMONG:

ACT ENERGY USA, INC., a corporation incorporated under the laws of the state of Delaware

(the "Buyer")

and -

ACT ENERGY TECHNOLOGIES LTD., a corporation incorporated under the laws of the province of Alberta

("ACT")

and -

STRYKER ENERGY DIRECTIONAL SERVICES, LLC, a Texas limited liability company

(the "Seller")

and -

DS LAWYERS CANADA LLP, a limited liability partnership with an office at 800, 333 - 7th Avenue SW, Calgary, Alberta

(the "Escrow Agent")

CONTEXT:

A. ACT, the Buyer and the Seller are parties to the Asset Purchase Agreement which contemplates that ACT will issue the Consideration Shares to the Seller subject to the terms and conditions of this Agreement.

B. ACT, the Buyer and the Seller have agreed that the Consideration Shares shall be deposited into escrow and released in accordance with the terms and conditions of this Agreement.

C. The Escrow Agent has agreed to facilitate the escrow of the Consideration Shares.

THEREFORE, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms

In this Agreement the following terms have the following meanings:

18060160v8

1.1.1 "Additional Cash or Securities" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.2 "Agreement" means this agreement, as it may be supplemented or amended by written agreement between the Parties.

1.1.3 "Asset Purchase Agreement" means the asset purchase agreement among the Buyer, ACT, [Redacted: Name] and the Seller dated as of the date hereof.

1.1.4 "Claim" means any claim (including any appeal or application for review) for indemnifiable Losses under the Asset Purchase Agreement, and also includes the Escrow Agent's costs and expenses of defending itself against any claim of liability or in any action for interpleader and any costs and expenses if it is required to attend or provide evidence in a dispute between the Buyer and the Seller in relation to this Agreement.

1.1.5 "Closing Date" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.6 "Consideration Shares" means the 1,299,394 Shares issued to Seller under the Asset Purchase Agreement and placed into escrow under this Agreement.

1.1.7 "Court" means a court of competent jurisdiction.

1.1.8 "Document" is defined in Section 9.2.1.

1.1.9 "Escrow Security Price" means the greater of: (i) the volume-weighted average price (VWAP) of the Shares traded on the Toronto Stock Exchange for the ten (10) trading days up to and including the third (3rd) trading day before the Closing Date and (ii) the VWAP of the Shares traded on the Toronto Stock Exchange for the ten (10) trading days up to and including the third (3rd) trading day before the Offset Date.

1.1.10 "Exchange Rate" means the average of the Bank of Canada daily average closing CDN/USD exchange rate for the ten (10) Business Days up to and including the third (3rd) Business Day before the Offset Date;

1.1.11 "Holdback Fund" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.12 "Holdback Release Date" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.13 "Joint Instructions" means written instructions signed by the Buyer and the Seller and given to the Escrow Agent from time to time providing direction to the Escrow Agent with respect to the Consideration Shares and the Holdback Fund;

1.1.14 "Offset Date" means the date that any Joint Instructions are received by the Escrow Agent;

1.1.15 "Parties" means ACT, the Seller, the Buyer and the Escrow Agent, collectively, and "Party" means any one of them.

1.1.16 "Replacement Cash or Securities" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.17 "Shares" means common shares in the capital stock of ACT.

1.1.18 "Term" is defined in Section 3.3.

1.2 Certain Rules of Interpretation

1.2.1 In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words "including" or "includes" in this Agreement is to be construed as meaning "including, without limitation" or "includes, without limitation," respectively.

1.2.2 The division of this Agreement into Articles and Sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

1.2.3 References in this Agreement to an Article or Section are to be construed as references to an Article or Section of this Agreement unless the context requires otherwise.

1.3 Governing Law

This Agreement is governed by and is to be construed and interpreted in accordance with, the laws of the State of Texas.

1.4 Entire Agreement

This Agreement together with the Asset Purchase Agreement constitutes the entire agreement between the Parties pertaining to the administration of the Consideration Shares and the Holdback Fund by the Escrow Agent, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties, conditions or other agreements between the Parties, express or implied in connection with the administration of the Consideration Shares except as specifically set out in this Agreement and the Asset Purchase Agreement. None of the Parties has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or in contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement or the Asset Purchase Agreement.

ARTICLE 2 APPOINTMENT, ACCEPTANCE AND DISCLOSURE

2.1 Appointment and Acceptance

The Parties appoint the Escrow Agent to act, and the Escrow Agent accepts the appointment and will act, as escrow agent in accordance with this Agreement.

2.2 Disclosure and Right to Act

The Seller acknowledges that the Escrow Agent acts as solicitors for ACT including with respect to the issuance of the Consideration Shares except with respect to fulfilling its obligations under this Agreement. The Seller acknowledges that no solicitor-client relationship arises between the Escrow Agent and the Seller as a result of the Escrow Agent acting as escrow agent in accordance with this Agreement.

ARTICLE 3

ESTABLISHMENT OF ESCROW

3.1 Deposit of Consideration Shares

The Buyer shall cause the Consideration Shares listed opposite the Seller's name in Schedule "A" to be deposited with the Escrow Agent to be held in escrow under this Agreement as of the effective date of this Agreement, or as soon as practicable upon the issuance of the Consideration Shares. The Buyer will immediately deliver or cause to be delivered to the Escrow Agent on the Seller's behalf any share certificates or other evidence of the Consideration Shares. The Seller acknowledges constructive receipt of the Consideration Shares and confirms that the Consideration Shares will be held in accordance with the Asset Purchase Agreement and this Agreement.

3.2 Receipt

The Escrow Agent:

3.2.1 acknowledges receipt of the Consideration Shares and confirms that the Consideration Shares will be held in accordance with this Agreement; and

3.2.2 confirms that it has no ownership interest in the Consideration Shares, but is serving as escrow holder only, and has possession of the Consideration Shares only in accordance with this Agreement.

3.3 Term

The term of this Agreement (the "Term") will begin as of the date of this Agreement and will end on the earlier of:

3.3.1 the effective date of the Escrow Agent's resignation, as provided in Section 9.3;

3.3.2 the effective date of the Escrow Agent's removal, as provided in Section 9.4;

3.3.3 the delivery into court of the Consideration Shares as provided in Section 9.6.2; and

3.3.4 the termination of the escrow established by this Agreement, as provided in Section 8.1.

3.4 Direction to Escrow Agent

The Buyer and the Seller direct the Escrow Agent to hold the Consideration Shares in escrow until such Consideration Shares are released from escrow under this Agreement.

ARTICLE 4

RELEASE OF ESCROWED SHARES

4.1 Escrow Release Schedule

Except as provided by Section 5.4 and Section 5.5, the Consideration Shares comprising the Holdback Fund (or remaining portion thereof allocable to the Seller) shall be released by the Escrow Agent to the Seller on the Holdback Release Date.

4.2 Delivery of Certificates for Consideration Shares

The Escrow Agent will send to the Seller any certificates or other evidence of the Consideration Shares in the possession of the Escrow Agent within ten (10) Business Days after the release of such Consideration Shares from escrow.

4.3 Replacement Certificates

If, on the date the Consideration Shares are to be released, the Escrow Agent holds a share certificate or other evidence representing more Consideration Shares than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Buyer or its transfer agent and request replacement share certificates or other evidence. The Buyer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. Within ten (10) Business Days after the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Seller or at the Seller's direction, the replacement share certificate or other evidence of the Consideration Shares released. The Escrow Agent and Buyer will act as soon as reasonably practicable.

ARTICLE 5 DEALING WITH CONSIDERATION SHARES

5.1 Restrictions on Transfer, Mortgage, etc.

Unless it is expressly permitted in this Agreement or otherwise with written consent of ACT (as permitted under the Asset Purchase Agreement), the Seller will not sell, transfer, assign, mortgage, encumber, enter into a derivative transaction concerning, or otherwise deal in any way with the Consideration Shares or any related share certificates or other evidence of the Consideration Shares.

5.2 Voting of Consideration Shares

The Seller may exercise any voting rights attached to the Consideration Shares.

5.3 Replacement Cash or Securities and Additional Cash or Securities

In the event that the Seller becomes entitled to receive any Replacement Cash or Securities or any Additional Cash or Securities during the Term, the Parties shall procure that such payment shall be made to the Escrow Agent and held in escrow and included as part of the Holdback Fund under the terms of this Agreement, as soon as reasonably practicable upon receipt thereof.

5.4 Claims

In the event that the Seller becomes required under the terms of the Asset Purchase Agreement to indemnify the Buyer during the Term for a Claim, the Buyer and the Seller shall forthwith execute and deliver to the Escrow Agent Joint Instructions specifying the applicable US dollar amount relating to such Claim (the "US Dollar Claim Amount"), and following receipt by the Escrow Agent of the Joint Instructions:

(a) the Escrow Agent shall calculate the Canadian Dollar equivalent of the US Dollar Claim Amount based upon the Exchange Rate (the "Canadian Dollar Claim Amount") and shall also calculate the applicable Escrow Security Price;

(b) the Canadian Dollar Claim Amount shall be deducted from the Holdback Fund and released to the Buyer within 15 days following the Escrow Agent's receipt of the Joint Instructions. In making such deduction for the Buyer, the Escrow Agent shall first apply any cash funds in the Holdback Fund prior to applying any Consideration Shares; and

(c) the Escrow Agent shall co-ordinate with ACT's transfer agent as necessary to exchange the certificates representing the Consideration Shares for replacement share certificates issuable in the names of the Buyer (or ACT) to reflect the deduction of the Canadian Dollar Claim Amount from the Holdback Fund. If requested by the Buyer's transfer agent, Seller will promptly supply any additional documents reasonably necessary for the Buyer's transfer agent to split the certificates representing the Consideration Shares into replacement share certificates of ACT issuable in the names of the Buyer (or ACT).

If the Holdback Fund then remaining is insufficient to pay the Canadian Dollar Claim Amount, then the Seller's liability to pay any remaining deficiency to the Buyer shall be determined by the terms of the Asset Purchase Agreement.

For greater certainty, the Parties agree that for purposes of any calculation of deductions against Canadian Dollar Claim Amounts under this section, the per share price of the Consideration Shares shall be the applicable Escrow Security Price.

5.5 Partial Distributions

If the Escrow Agent is notified by the Buyer or the Seller that there are unresolved Claims under the Asset Purchase Agreement as of the Holdback Release Date, then notwithstanding Section 4.1, the Escrow Agent shall maintain the Holdback Fund in escrow following the Holdback Release Date. Buyer and the Seller shall forthwith execute and deliver to the Escrow Agent Joint Instructions specifying the reasonable estimated liability of the Seller for such Claims (the "Estimated Liability"), and then within ten (10) Business Days of receiving such Joint Instructions, the Escrow Agent shall:

(a) calculate the Canadian dollar amount of the Estimated Liability using the Exchange Rate as if the Holdback Release Date is the Offset Date for purposes of this Agreement (the "Canadian Dollar Estimated Liability");

(b) calculate the applicable Escrow Security Price as if the Holdback Release Date is the Offset Date for purposes of this Agreement;

(c) set aside in escrow an amount of the Holdback Fund equivalent to the Canadian Dollar Estimated Liability (the "Escrowed Liability Estimate");

(d) release to the Seller the remaining amount of the Holdback Fund; and

(e) subject always to the Escrow Agent's sole and unfettered right to resign under Section 9.3 of this Agreement, to maintain the Escrowed Liability Estimate in escrow pending additional Joint Instructions from the Buyer and the Seller.

The Escrow Agent shall co-ordinate with ACT's transfer agent as necessary to exchange the certificates representing the Consideration Shares for replacement share certificates issuable in the names of the Buyer (or ACT) to reflect the deduction of the Escrowed Liability Estimate from the Holdback Fund (as well as any subsequent dealings with the Escrowed Liability Estimate following steps (a) – (c) above). If requested by ACT's transfer agent, Seller will promptly supply any additional documents necessary for ACT's transfer agent to split the certificates representing the Consideration Shares into replacement share certificates of ACT issuable in the name of the Buyer (or ACT).

If the Holdback Fund then remaining is insufficient to pay the Escrowed Liability Estimate (or any additional amounts following resolution of the estimated liability dispute), then the Seller's liability to pay any remaining deficiency to the Buyer shall be determined by the terms of the Asset Purchase Agreement.

For greater certainty, the Parties agree that for purposes of any calculation of deductions against the Escrowed Liability Estimate from the Holdback Fund under this section, the per share price of the Consideration Shares shall be the applicable Escrow Security Price.

ARTICLE 6

EFFECT OF TRANSFER WITHIN ESCROW

6.1 Effect of Transfer Within Escrow

Concurrently with any permitted transfer of any Consideration Shares within escrow, unless otherwise agreed to by the Buyer and Seller in writing:

(a) the transferee(s) shall execute an acknowledgement in the form attached hereto as Schedule "B";

(b) the transferee(s) shall execute any other documents, certifications, or information reasonably requested by the Buyer or ACT's transfer agent to ensure compliance with applicable securities laws and regulations, including but not limited to representations regarding restricted security status, exemptions from registration, and resale restrictions; and

Prior to (i) the final release by the Escrow Agent of the Consideration Shares in accordance with Section 4.1 or (ii) the final distribution by the Escrow Agent of the Holdback Fund in accordance with the Asset Purchase Agreement and this Agreement, the Escrow Agent will not deliver any share certificates or other evidence of the Consideration Shares to transferees under this Article 6.

ARTICLE 7

BUSINESS COMBINATIONS

7.1 Business Combinations

This Article 7 applies to the following business combinations (each a "Business Combination") of ACT:

7.1.1 a formal take-over bid for all outstanding equity securities of ACT or which, if successful, would result in a change of control of ACT;

7.1.2 a formal issuer bid for all outstanding equity securities of ACT;

7.1.3 a statutory arrangement;

7.1.4 an amalgamation;

7.1.5 a merger; and

7.1.6 a reorganization that has an effect similar to an amalgamation or merger.

7.2 Delivery to Escrow Agent

The Seller may tender the Consideration Shares to a person or company in a Business Combination. At least five (5) business days prior to the date the Consideration Shares must be tendered under the Business Combination, the Seller must deliver to the Escrow Agent:

7.2.1 a written direction signed by the Seller that directs the Escrow Agent to deliver to the depositary under the Business Combination any share certificates or other evidence of the Consideration Shares and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by the Seller and required to be delivered to the depositary under the Business Combination; and

7.2.2 any other information concerning the Business Combination as the Escrow Agent may reasonably request.

7.3 Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under Section 7.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the Consideration Shares, and a letter addressed to the depositary that:

7.3.1 identifies the Consideration Shares that are being tendered;

7.3.2 states that the Consideration Shares are held in escrow;

7.3.3 states that the Consideration Shares are delivered only for the purposes of the Business Combination and that the Consideration Shares will be released from escrow for this limited purpose only after the Escrow Agent receives the information described in Section 7.4;

7.3.4 if any share certificates or other evidence of the Consideration Shares have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, any share certificates or other evidence of Consideration Shares that are not released from escrow into the Business Combination; and

7.3.5 in any case where securities become issuable to the Seller under the terms of the Business Combination, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, any such share certificates or other evidence of additional securities that the Seller acquires under the Business Combination.

7.4 Release of Consideration Shares to Depositary

The Escrow Agent will release from escrow the tendered Consideration Shares (for the limited purposes of tender to the Business Combination) when the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the Business Combination, by that other person or company, that:

7.4.1 the terms and conditions of the Business Combination have been met or waived; and

7.4.2 the Consideration Shares have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the Business Combination.

7.5 Return to Escrow

The Parties agree that any securities issuable to the Seller following tender under the terms of the Business Combination in exchange for the Consideration Shares shall be treated as Replacement Cash or Securities for purposes of this Agreement and accordingly shall be sent promptly to the Escrow Agent and held in escrow under the terms of this Agreement.

ARTICLE 8 TERMINATION OF ESCROW

8.1 Termination of Escrow

If the Term has not already ended by virtue of the Escrow Agent's resignation or removal under Sections 9.3 or 9.4, or deposit of the Consideration Shares into court pursuant to Section 9.6.2, the escrow established by this Agreement will terminate upon the later of: (i) the final release by the Escrow Agent of the Consideration Shares in accordance with Section 4.1; or (ii) the final distribution by the Escrow Agent of the Holdback Fund in accordance with the Asset Purchase Agreement and this Agreement.

ARTICLE 9 DUTIES AND RIGHTS OF THE ESCROW AGENT

9.1 Duties of the Escrow Agent

9.1.1 The Escrow Agent will hold, safeguard and release the Consideration Shares in accordance with this Agreement.

9.1.2 Except as expressly provided in this Agreement, the Escrow Agent will have no other duties or responsibilities under this Agreement and no implied duties or obligations will be read into this Agreement against the Escrow Agent.

9.1.3 Without limiting the generality of Section 9.1.2, the Escrow Agent will have no duty to:

9.1.3.1 give the Consideration Shares any greater degree of care than required under the applicable by-laws and rules of professional conduct established by the Law Society of Alberta;

9.1.3.2 enforce any obligation of any Person, except as expressly provided in this Agreement;

9.1.3.3 make any representation as to the value, validity, genuineness or collectability of any Document held by or delivered to it; or

9.1.3.4 provide advice to any Party on selling or retaining, or taking or refraining from taking any action with respect to the Consideration Shares.

9.2 Liability of the Escrow Agent

The Escrow Agent will not be liable for any action taken or not taken by it with respect to any matter relating in any way to this Agreement, except for its own wilful misconduct or gross negligence.

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The Escrow Agent will be entitled to:

9.2.1 rely upon any judgment, court order or other judicial process, certification, demand, notice, deed, agreement, instrument, security or other writing (each being a "Document") delivered to it under this Agreement without being required to determine the:

9.2.1.1 authenticity of any Document (whether the Document purports to be an original or a copy);
9.2.1.2 due authorization, execution or delivery of any Document;
9.2.1.3 correctness of any fact stated in any Document; or
9.2.1.4 propriety or validity of the service of any Document;

9.2.2 rely upon any signature believed by the Escrow Agent to be genuine;
9.2.3 assume that any Person purporting to give any receipt or advice or make any statement or execute any Document in connection with the provisions of this Agreement has been duly authorized to do so;
9.2.4 assume that the undersigned representative of any Party which is not a natural person has full power and authority to instruct the Escrow Agent on behalf of that Party unless written notice to the contrary is delivered to the Escrow Agent;
9.2.5 seek advice and directions from a Court, in the Escrow Agent's capacity as a trustee for the benefit of the Buyer and the Seller;
9.2.6 commence or defend any action or proceeding for the determination of any Claims, including a suit or action in interpleader;
9.2.7 retain at the sole expense of the Buyer and the Seller, and act on, the opinion, advice or information obtained from, any independent lawyer or other expert, whether retained by the Escrow Agent, the Buyer or any Seller, but the Escrow Agent will not be bound to act upon such opinion, advice or information and, except as expressly provided in this Agreement, will not be responsible for any losses resulting from retaining or not retaining any independent lawyer or other expert or for so acting or not so acting, as the case may be; and
9.2.8 employ any assistance as the Escrow Agent may, in its sole discretion, determine to be necessary or advisable to properly discharge its duties under this Agreement and pay, for the account of the Buyer and the Seller, the fees, disbursements and other costs required for that assistance, including legal or other services provided for in Section 8.2.7.

9.3 Resignation of Escrow Agent

The Escrow Agent may resign at any time upon ten (10) Business Days' prior written notice, and:

9.3.1 if the Escrow Agent has received Joint Instructions within the five-day period to deliver the Consideration Shares to a named successor escrow agent, the Escrow Agent's resignation will take effect on the date of delivery of the Consideration Shares, to the successor escrow agent; or
9.3.2 if the Escrow Agent has not received the Joint Instructions described above within the five-day period, the Escrow Agent's sole responsibilities after the expiry of that period will be to:

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9.3.2.1 hold and safeguard the Consideration Shares; and
9.3.2.2 arrange for the deposit of the Consideration Shares into a Court as soon as practicable after the expiry of the five-day period,

and the Escrow Agent's resignation will take effect on the day the Escrow Agent deposits the Consideration Shares into a Court.

9.4 Removal of the Escrow Agent

The Parties may remove the Escrow Agent at any time by Joint Instructions, and:

9.4.1 if those Joint Instructions name a successor escrow agent, the Escrow Agent's removal will take effect on the date of delivery of the Consideration Shares to the successor escrow agent; or
9.4.2 if those Joint Instructions do not name a successor escrow agent, then the Escrow Agent's sole responsibilities will be to:

9.4.2.1 hold and safeguard the Consideration Shares; and
9.4.2.2 arrange for the deposit of the Consideration Shares into a Court as soon as practicable after receipt of those Joint Instructions,

and the Escrow Agent's removal will take effect on the day the Escrow Agent deposits the Consideration Shares into a Court.

9.5 Discharge from Duties

At the time the Escrow Agent's resignation or removal, as the case may be, takes effect, the Escrow Agent will be discharged of and from any and all further liabilities, duties and obligations arising in connection with this Agreement.

9.6 Disagreement

If any disagreement between the Buyer and the Seller results in adverse claims or demands made in relation to the Consideration Shares or the Asset Purchase Agreement, or if the Escrow Agent is in doubt as to what action it should take under this Agreement, the Escrow Agent:

9.6.1 will be entitled to retain the Consideration Shares until the Escrow Agent has received Joint Instructions directing the release of the Consideration Shares, and the Escrow Agent will rely and act on the Joint Instructions without further question by releasing the Consideration Shares, as directed;
9.6.2 will be entitled, in the alternative, in its sole discretion and after providing written notice to Seller, to deposit the Consideration Shares still held by it, into a Court pending resolution of that disagreement or adverse claim or demand, following which the Escrow Agent will be deemed to have resigned effective as of the time of that deposit; and
9.6.3 will not act as legal counsel to the Buyer in connection with any such adverse claims or demands; provided, however, that the Escrow Agent may continue to act as Buyer's legal counsel with respect to matters unrelated to such adverse claim or demand, and its appointment as Escrow Agent will in no way hinder its ability to do so.

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9.7 Escrow Agent's Compensation

The Buyer will reimburse the Escrow Agent for all reasonable expenses, disbursements or advances incurred or made by the Escrow Agent in performance of its duties under this Agreement (including reasonable fees, expenses and disbursements of its counsel).

9.8 Indemnity

Except to the extent that any Claim which can be brought under Section 9.2 is successfully asserted against the Escrow Agent, the Buyer and the Seller will jointly and severally indemnify and hold harmless the Escrow Agent (and any successor escrow agent) from and against any and all Claims incurred or sustained by the Escrow Agent in respect of any matter or thing done by it under, pursuant to or in connection with this Agreement, or otherwise arising in connection with its office as Escrow Agent.

9.9 Certain Obligations of the Buyer and the Seller

No printed or other matter in any language (including prospectuses, notices, reports and promotional material) that mentions the Escrow Agent's name or the rights, powers or duties of the Escrow Agent will be issued by or on behalf of the Buyer or any Seller without the prior written consent of the Escrow Agent.

ARTICLE 10

GENERAL

10.1 Notices

Any notice to be provided under this Agreement must be in writing and either be delivered personally or by courier; sent by prepaid registered mail; or transmitted by e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid.

Any notice provided under this Agreement must be sent to the intended recipient at its address as follows:

to the Buyer and/or ACT at:

ACT Energy Technologies Ltd.
6030 3rd Street SE
Calgary, AB T2H 1K2

Attention: [Redacted: Name]
Email: [Redacted: Email Address]

with a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, Texas 77002

Attention: [Redacted: Name]
E-mail: [Redacted: Email Address]

to the Seller at:

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Stryker Energy Directional Services, LLC
[Redacted: Address]

Attention: [Redacted: Name]
Email: [Redacted: Email Address]

with a copy (which shall not constitute Notice) to:

AZA Law
1221 McKinney, Suite 2500
Houston, Texas 77010
Attention: [Redacted: Name]
Email: [Redacted: Email Address]

or the Escrow Agent at:

DS Lawyers Canada LLP
800, 333 7th Avenue SW
Calgary, Alberta T2P 2Z1

Attention: [Redacted: Name]
Email: [Redacted: Email Address]

or at any other address as any Party may at any time advise the other by notice given or made in accordance with this Section 10.1. Any notice delivered to the Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that Party's address, provided that if that day is not a Business Day then the notice will be deemed to have been given or made and received on the next Business Day. Any notice sent by prepaid registered mail will be deemed to have been given or made and received on the fifth Business Day after which it is mailed. If a strike or lockout of postal employees is then in effect, or generally known to be impending, every notice must be delivered personally or by courier or transmitted by e-mail or functionally equivalent electronic means of transmission. Any notice transmitted by e-mail or other functionally equivalent electronic means of transmission will be deemed to have been given or made and received on the day on which it is transmitted; but if the notice is transmitted on a day which is not a Business Day or after 4:00 p.m. (local time of the recipient), the notice will be deemed to have been given or made and received on the next Business Day.

10.2 Severability

Each provision of this Agreement is distinct and severable. If any provision of this Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

10.2.1 the legality, validity or enforceability of the remaining provisions of this Agreement; or
10.2.2 the legality, validity or enforceability of that provision in any other jurisdiction.

10.3 Submission to Jurisdiction

Each of the Parties irrevocably submits and attorns to the exclusive jurisdiction of the courts of the Province of Alberta to determine all issues, whether at law or in equity, arising from this Agreement. To the extent permitted by applicable law, each of the Parties:

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10.3.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts of the Province of Alberta, of the substantive merits of any such suit, action or proceeding; and

10.3.3 to the extent that Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, irrevocably waives such immunity in respect of its obligations under this Agreement.

10.4 Remedies Cumulative

The rights and remedies of the Parties under this Agreement are cumulative and not alternative.

10.5 Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by each of the Parties. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

10.6 Assignment and Enurement

None of the Parties may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

10.7 Counterparts

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which when so executed and delivered will be an original, and each of which may be delivered by facsimile or functionally equivalent electronic means, and those counterparts will together constitute one and the same instrument.

10.8 Survival

Sections 9.7, 9.8 and any other provisions that would reasonably be expected to remain in force will survive the termination of the escrow created under this Agreement. The termination of the escrow created under this Agreement will not affect the rights of any Party to make a claim for damages arising from a breach of any provision of this Agreement which occurred prior to that termination.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

Each of the Parties has executed and delivered this Agreement effective as of the date noted at the beginning of this Agreement.

ACT ENERGY TECHNOLOGIES LTD.

Period: (Signed) "Authorized Signatory"

Per:

ACT ENERGY USA, INC.

Period: (Signed) "Authorized Signatory"

Per:

STRYKER ENERGY DIRECTIONAL SERVICES, LLC

Period: (Signed) "Authorized Signatory"

Per:

DS LAWYERS CANADA LLP

Period: (Signed) "Authorized Signatory"

Per:

[Signature Page to the Escrow Agreement (Consideration Shares)]

SCHEDULE "A"

CONSIDERATION SHARES – COMMON SHARES

REGISTERED HOLDER	NUMBER OF SHARES
STRYKER ENERGY DIRECTIONAL SERVICES, LLC.	Share Certificates for:
109,149 Shares;
280,669 Shares;
109,149 Shares;
280,669 Shares;
145,532 Shares; and
374,226 Shares

SCHEDULE "B"

CONSIDERATION SHARES – COMMON SHARES

FORM OF ACKNOWLEDGEMENT

Acknowledgment and Agreement to be Bound

I acknowledge that the securities listed in the attached Schedule "A" (the "Consideration Shares") have been or will be transferred to me and that the Consideration Shares are subject to an Escrow Agreement dated January 1, 2026 (the "Escrow Agreement").

For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the Consideration Shares, as if I were an original signatory to the Escrow Agreement.

Dated at 1 on 1, 2026.

Where the transferee is an individual:

Signed, sealed and delivered by [Transferee]
in the presence of:

Signature of Witness	[Transferee]
Name of Witness

Where the transferee is not an individual:

[Transferee]

Authorized signatory

EXHIBIT E-2

FORM OF ESCROW SHARES ESCROW AGREEMENT

See attached.

Exhibit E-2 – Form of Escrow Shares Escrow Agreement

Execution Version

ESCROW AGREEMENT

THIS AGREEMENT is dated effective as of January 5, 2026

AMONG:

ACT ENERGY USA, INC., a corporation incorporated under the laws of the state of Delaware

(the "Buyer")

and -

ACT ENERGY TECHNOLOGIES LTD., a corporation incorporated under the laws of the province of Alberta

("ACT")

and -

STRYKER ENERGY DIRECTIONAL SERVICES, LLC, a Texas limited liability company

(the "Seller")

and -

DS LAWYERS CANADA LLP, a limited liability partnership with an office at 800, 333 - 7th Avenue SW, Calgary, Alberta

(the "Escrow Agent")

CONTEXT:

A. ACT, the Buyer and the Seller are parties to the Subscription Agreement which contemplates that ACT will issue the Escrow Shares to the Seller subject to the terms and conditions of this Agreement.

B. ACT, the Buyer and the Seller have agreed that the Escrow Shares shall be deposited into escrow and released in accordance with the terms and conditions of this Agreement.

C. The Escrow Agent has agreed to facilitate the escrow of the Escrow Shares.

THEREFORE, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms

In this Agreement the following terms have the following meanings:

1.1.1 "Agreement" means this agreement, as it may be supplemented or amended by written agreement between the Parties.

1.1.2 "Asset Purchase Agreement" means the asset purchase agreement among the Buyer, ACT, [Redacted: Name] and the Seller dated as of the date hereof.

1.1.3 "Claim" means any claim (including any appeal or application for review) for indemnifiable Losses under the Subscription Agreement or Securityholder Agreement, and also includes the Escrow Agent's costs and expenses of defending itself against any claim of liability or in any action for interpleader and any costs and expenses if it is required to attend or provide evidence in a dispute between the Buyer and the Seller in relation to this Agreement.

1.1.4 "Closing Date" has the meaning ascribed thereto in the Subscription Agreement.

1.1.5 "Court" means a court of competent jurisdiction.

1.1.6 "Document" is defined in Section 9.2.1.

1.1.7 "Escrow Shares" means the 727,660 Shares issued to Seller under the Subscription Agreement and placed into escrow under this Agreement.

1.1.8 "Holder" means a party that has been issued Shares by the Seller and has executed the Securityholder Agreement;

1.1.9 "Joint Instructions" means written instructions signed by the Buyer and the Seller and given to the Escrow Agent from time to time providing direction to the Escrow Agent with respect to the Escrow Shares;

1.1.10 "Parties" means ACT, the Seller, the Buyer and the Escrow Agent, collectively, and "Party" means any one of them.

1.1.11 "Permitted Assignee" means an affiliate or related party of the Seller disclosed on a list of Permitted Assignees delivered to ACT, the Buyer and the Escrow Agent as of the date of this Agreement, as such list may be amended from time to time by written agreement of the Seller, Buyer and ACT in writing.

1.1.12 "Release Date" has the meaning ascribed thereto in Section 4.1.

1.1.13 "Replacement Cash or Securities" has the meaning ascribed thereto in the Asset Purchase Agreement.

1.1.14 "Shares" means common shares in the capital stock of ACT.

1.1.15 "Securityholder Agreement" means the security holder agreement attached hereto as Schedule "C".

1.1.16 "Subscription Agreement" means the common share subscription agreement executed in connection with the Asset Purchase Agreement by the Seller, for the subscription of USD$● in Shares.

1.1.17 "Term" is defined in Section 3.3.

1.2 Certain Rules of Interpretation

1.2.3 References in this Agreement to an Article or Section are to be construed as references to an Article or Section of this Agreement unless the context requires otherwise.

1.3 Governing Law

This Agreement is governed by and is to be construed and interpreted in accordance with, the laws of the Province of Alberta.

1.4 Entire Agreement

This Agreement together with the Subscription Agreement constitutes the entire agreement between the Parties pertaining to the administration of the Escrow Shares by the Escrow Agent, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties, conditions or other agreements between the Parties, express or implied in connection with the administration of the Escrow Shares except as specifically set out in this Agreement and the Subscription Agreement. None of the Parties has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or in contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement or the Subscription Agreement.

ARTICLE 2 APPOINTMENT, ACCEPTANCE AND DISCLOSURE

2.1 Appointment and Acceptance

The Parties appoint the Escrow Agent to act, and the Escrow Agent accepts the appointment and will act, as escrow agent in accordance with this Agreement.

2.2 Disclosure and Right to Act

The Seller acknowledges that the Escrow Agent acts as solicitors for ACT including with respect to the issuance of the Escrow Shares except with respect to fulfilling its obligations under this Agreement. The Seller acknowledges that no solicitor-client relationship arises between the Escrow Agent and the Seller as a result of the Escrow Agent acting as escrow agent in accordance with this Agreement.

ARTICLE 3

ESTABLISHMENT OF ESCROW

3.1 Deposit of Escrow Shares

The Buyer shall cause the Escrow Shares listed opposite the Seller's name in Schedule "A" to be deposited with the Escrow Agent to be held in escrow under this Agreement as of the effective date of this Agreement, or as soon as practicable upon the issuance of the Escrow Shares. The Buyer will immediately deliver or cause to be delivered to the Escrow Agent on the Seller's behalf any share certificates or other evidence of the Escrow Shares. The Seller acknowledges constructive receipt of the Escrow Shares and confirms that the Escrow Shares will be held in accordance with the Subscription Agreement and this Agreement.

3.2 Receipt

The Escrow Agent:

3.2.1 acknowledges receipt of the Escrow Shares and confirms that the Escrow Shares will be held in accordance with this Agreement; and

3.2.2 confirms that it has no ownership interest in the Escrow Shares, but is serving as escrow holder only, and has possession of the Escrow Shares only in accordance with this Agreement.

3.3 Term

The term of this Agreement (the "Term") will begin as of the date of this Agreement and will end on the earlier of:

3.3.1 the effective date of the Escrow Agent's resignation, as provided in Section 9.3;

3.3.2 the effective date of the Escrow Agent's removal, as provided in Section 9.4;

3.3.3 the delivery into court of the Escrow Shares as provided in Section 9.6.2; and

3.3.4 the termination of the escrow established by this Agreement, as provided in Section 8.1.

3.4 Direction to Escrow Agent

The Buyer and the Seller direct the Escrow Agent to hold the Escrow Shares in escrow until such Escrow Shares are released from escrow under this Agreement.

ARTICLE 4

RELEASE OF ESCROWED SHARES

4.1 Escrow Release Schedule

Except as provided by Section 5.3 and Section 5.4, the Escrow Shares (or remaining portion thereof allocable to the Seller) shall be released by the Escrow Agent to the Seller at the following times (each a "Release Date");

(a) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is twelve (12) months after the Closing Date;

(b) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is twenty-four (24) months after the Closing Date;

(c) 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is thirty-six (36) months after the Closing Date; and

(d) the remaining 25% of the Escrow Shares shall be subject to restrictions on resale until the date which is forty-eight (48) months after the Closing Date.

4.2 Seller Instructions for Release

The Seller shall provide written instructions to the Escrow Agent no later than ten (10) Business Days prior to any scheduled release date under Section 4.1, specifying:

(a) the name and address of the Seller or Permitted Assignee to whom the Escrow Shares being released shall be registered;

(b) the number of Escrow Shares to be registered to each such party;

(d) in the event the Shares are to be registered to a Permitted Assignee, an executed Securityholder Agreement;

(e) if the Seller directs that any Escrow Shares be registered to a Permitted Assignee, such registration shall be subject to the prior written approval of the Buyer, which approval must be evidenced by the signature of the Chief Executive Officer of the Buyer. The Escrow Agent shall not effect any such registration without receiving such written approval; and

(f) any other documents, certifications, or information reasonably requested by the Buyer or ACT's transfer agent to ensure compliance with applicable securities laws and regulations, including but not limited to representations regarding restricted security status, exemptions from registration, and resale restrictions.

If: (i) the Seller fails to provide such instructions in full within the required timeframe; or (ii) if a Permitted Assignee is in breach of any representation, warranty or covenant contained in a Securityholder Agreement as of the date of delivery of such Securityholder Agreement, then, in either case, the Escrow Shares shall be registered in the name of the Seller and delivered in accordance with Schedule "A".

For greater certainty, if a Permitted Assignee is proposed to receive Escrow Shares on multiple release dates, such Permitted Assignee will be required to provide a new Securityholder Agreement and/or re-certify their existing Securityholder Agreement as of each release date.

The Escrow Agent shall coordinate with ACT's transfer agent to effect the registration as directed by the Seller's instructions, and the provisions of Section 4.4 shall apply mutatis mutandis to any replacement certificates required to give effect to such registration.

4.3 Delivery of Certificates for Escrow Shares

The Escrow Agent will send to the Seller any certificates or other evidence of the Escrow Shares in the possession of the Escrow Agent within ten (10) Business Days after the release of such Escrow Shares from escrow.

4.4 Replacement Certificates

If, on the date the Escrow Shares are to be released, the Escrow Agent holds a share certificate or other evidence representing more Escrow Shares than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Buyer or its transfer agent and request replacement share certificates or other evidence. The Buyer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. Within ten (10) Business Days after the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Seller or at the Seller's direction, the replacement share certificate or other evidence of the Escrow Shares released. The Escrow Agent and Buyer will act as soon as reasonably practicable.

ARTICLE 5 DEALING WITH ESCROW SHARES

5.1 Restrictions on Transfer, Mortgage, etc.

Unless it is expressly permitted in this Agreement or otherwise with written consent of ACT, the Seller will not sell, transfer, assign, mortgage, encumber, enter into a derivative transaction concerning, or otherwise deal in any way with the Escrow Shares or any related share certificates or other evidence of the Escrow Shares.

5.2 Voting of Escrow Shares

The Seller may exercise any voting rights attached to the Escrow Shares.

5.3 Intentionally omitted.

5.4 Intentionally omitted.

ARTICLE 6 EFFECT OF TRANSFER WITHIN ESCROW

6.1 Effect of Transfer Within Escrow

Concurrently with any permitted transfer of any Escrow Shares within escrow, unless otherwise agreed to by the Buyer and Seller in writing, the transferee(s) shall execute an acknowledgement in the form attached hereto as Schedule "B" and the Escrow Shares will remain in escrow on the same terms that applied before the transfer. Except in connection with a release by the Escrow Agent of Escrow Shares in accordance with Section 4.1, the Escrow Agent will not deliver any share certificates or other evidence of the Escrow Shares to transferees under this Article 6.

ARTICLE 7

BUSINESS COMBINATIONS

7.1 Business Combinations

This Article 7 applies to the following business combinations (each a "Business Combination") of ACT:

7.1.1 a formal take-over bid for all outstanding equity securities of ACT or which, if successful, would result in a change of control of ACT;

7.1.2 a formal issuer bid for all outstanding equity securities of ACT;

7.1.3 a statutory arrangement;

7.1.4 an amalgamation;

7.1.5 a merger; and

7.1.6 a reorganization that has an effect similar to an amalgamation or merger.

7.2 Delivery to Escrow Agent

The Seller may tender the Escrow Shares to a person or company in a Business Combination. At least five (5) business days prior to the date the Escrow Shares must be tendered under the Business Combination, the Seller must deliver to the Escrow Agent:

7.2.1 a written direction signed by the Seller that directs the Escrow Agent to deliver to the depositary under the Business Combination any share certificates or other evidence of the Escrow Shares and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by the Seller and required to be delivered to the depositary under the Business Combination; and

7.2.2 any other information concerning the Business Combination as the Escrow Agent may reasonably request.

7.3 Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under Section 7.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the Escrow Shares, and a letter addressed to the depositary that:

7.3.1 identifies the Escrow Shares that are being tendered;

7.3.2 states that the Escrow Shares are held in escrow;

7.3.3 states that the Escrow Shares are delivered only for the purposes of the Business Combination and that the Escrow Shares will be released from escrow for this limited purpose only after the Escrow Agent receives the information described in Section 7.4;

7.3.4 if any share certificates or other evidence of the Escrow Shares have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, any share certificates or other evidence of Escrow Shares that are not released from escrow into the Business Combination; and

7.4 Release of Escrow Shares to Depositary

The Escrow Agent will release from escrow the tendered Escrow Shares (for the limited purposes of tender to the Business Combination) when the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the Business Combination, by that other person or company, that:

7.4.1 the terms and conditions of the Business Combination have been met or waived; and

7.4.2 the Escrow Shares have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the Business Combination.

7.5 Return to Escrow

7.5.1 the Parties agree that any securities issuable to the Seller following tender under the terms of the Business Combination in exchange for the Escrow Shares shall be treated as Replacement Cash or Securities for purposes of this Agreement and accordingly shall be sent promptly to the Escrow Agent and held in escrow under the terms of this Agreement.

ARTICLE 8

TERMINATION OF ESCROW

8.1 Termination of Escrow

If the Term has not already ended by virtue of the Escrow Agent's resignation or removal under Sections 9.3 or 9.4, or deposit of the Escrow Shares into court pursuant to Section 9.6.2, the escrow established by this Agreement will terminate upon the final release by the Escrow Agent of Escrow Shares in accordance with Section 4.1.

ARTICLE 9

DUTIES AND RIGHTS OF THE ESCROW AGENT

9.1 Duties of the Escrow Agent

9.1.1 The Escrow Agent will hold, safeguard and release the Escrow Shares in accordance with this Agreement.

9.1.3 Without limiting the generality of Section 9.1.2, the Escrow Agent will have no duty to:

9.1.3.1 give the Escrow Shares any greater degree of care than required under the applicable by-laws and rules of professional conduct established by the Law Society of Alberta;

9.1.3.2 enforce any obligation of any Person, except as expressly provided in this Agreement;

9.1.3.3 make any representation as to the value, validity, genuineness or collectability of any Document held by or delivered to it; or

9.1.3.4 provide advice to any Party on selling or retaining, or taking or refraining from taking any action with respect to the Escrow Shares.

9.2 Liability of the Escrow Agent

The Escrow Agent will not be liable for any action taken or not taken by it with respect to any matter relating in any way to this Agreement, except for its own wilful misconduct or gross negligence.

The Escrow Agent will be entitled to:

9.2.1.1 authenticity of any Document (whether the Document purports to be an original or a copy);

9.2.1.2 due authorization, execution or delivery of any Document;

9.2.1.3 correctness of any fact stated in any Document; or

9.2.1.4 propriety or validity of the service of any Document;

9.2.2 rely upon any signature believed by the Escrow Agent to be genuine;

9.2.3 assume that any Person purporting to give any receipt or advice or make any statement or execute any Document in connection with the provisions of this Agreement has been duly authorized to do so;

9.2.4 assume that the undersigned representative of any Party which is not a natural person has full power and authority to instruct the Escrow Agent on behalf of that Party unless written notice to the contrary is delivered to the Escrow Agent;

9.2.5 seek advice and directions from a Court, in the Escrow Agent's capacity as a trustee for the benefit of the Buyer and the Seller;

9.2.6 commence or defend any action or proceeding for the determination of any Claims, including a suit or action in interpleader;

10 -

9.2.7 retain at the sole expense of the Buyer and the Seller, and act on, the opinion, advice or information obtained from, any independent lawyer or other expert, whether retained by the Escrow Agent, the Buyer or any Seller, but the Escrow Agent will not be bound to act upon such opinion, advice or information and, except as expressly provided in this Agreement, will not be responsible for any losses resulting from retaining or not retaining any independent lawyer or other expert or for so acting or not so acting, as the case may be; and

9.2.8 employ any assistance as the Escrow Agent may, in its sole discretion, determine to be necessary or advisable to properly discharge its duties under this Agreement and pay, for the account of the Buyer and the Seller, the fees, disbursements and other costs required for that assistance, including legal or other services provided for in Section 8.2.7.

9.3 Resignation of Escrow Agent

The Escrow Agent may resign at any time upon ten (10) Business Days' prior written notice, and:

9.3.1 if the Escrow Agent has received Joint Instructions within the five-day period to deliver the Escrow Shares to a named successor escrow agent, the Escrow Agent's resignation will take effect on the date of delivery of the Escrow Shares, to the successor escrow agent; or

9.3.2 if the Escrow Agent has not received the Joint Instructions described above within the five-day period, the Escrow Agent's sole responsibilities after the expiry of that period will be to:

9.3.2.1 hold and safeguard the Escrow Shares; and

9.3.2.2 arrange for the deposit of the Escrow Shares into a Court as soon as practicable after the expiry of the five-day period,

and the Escrow Agent's resignation will take effect on the day the Escrow Agent deposits the Escrow Shares into a Court.

9.4 Removal of the Escrow Agent

The Parties may remove the Escrow Agent at any time by Joint Instructions, and:

9.4.1 if those Joint Instructions name a successor escrow agent, the Escrow Agent's removal will take effect on the date of delivery of the Escrow Shares to the successor escrow agent; or

9.4.2 if those Joint Instructions do not name a successor escrow agent, then the Escrow Agent's sole responsibilities will be to:

9.4.2.1 hold and safeguard the Escrow Shares; and

9.4.2.2 arrange for the deposit of the Escrow Shares into a Court as soon as practicable after receipt of those Joint Instructions,

and the Escrow Agent's removal will take effect on the day the Escrow Agent deposits the Escrow Shares into a Court.

11 -

9.5 Discharge from Duties

9.6 Disagreement

If any disagreement between the Buyer and the Seller results in adverse claims or demands made in relation to the Escrow Shares or the Subscription Agreement, or if the Escrow Agent is in doubt as to what action it should take under this Agreement, the Escrow Agent:

9.6.1 will be entitled to retain the Escrow Shares until the Escrow Agent has received Joint Instructions directing the release of the Escrow Shares, and the Escrow Agent will rely and act on the Joint Instructions without further question by releasing the Escrow Shares, as directed;

9.6.2 will be entitled, in the alternative, in its sole discretion and after providing written notice to Seller, to deposit the Escrow Shares still held by it, into a Court pending resolution of that disagreement or adverse claim or demand, following which the Escrow Agent will be deemed to have resigned effective as of the time of that deposit; and

9.6.3 will not act as legal counsel to the Buyer in connection with any such adverse claims or demands; provided, however, that the Escrow Agent may continue to act as Buyer's legal counsel with respect to matters unrelated to such adverse claim or demand, and its appointment as Escrow Agent will in no way hinder its ability to do so.

9.7 Escrow Agent's Compensation

9.8 Indemnity

9.9 Certain Obligations of the Buyer and the Seller

12 -

ARTICLE 10

GENERAL

10.1 Notices

Any notice provided under this Agreement must be sent to the intended recipient at its address as follows:

to the Buyer and/or ACT at:

ACT Energy Technologies Ltd.
6030 3rd Street SE
Calgary, AB T2H 1K2

Attention: [Redacted: Name]
Email: [Redacted: Email Address]

with a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, Texas 77002

Attention: [Redacted: Name]
E-mail: [Redacted: Email Address]

to the Seller at:

Stryker Energy Directional Services, LLC
575 Nicholson Road
Montgomery, Texas 77316

Attention: [Redacted:Name]
Email: [Redacted: Email Address]

with a copy (which shall not constitute Notice) to:

AZA Law
1221 McKinney, Suite 2500
Houston, Texas 77010
Attention: [Redacted: Name]
Email: [Redacted: Email Address]

or the Escrow Agent at:

DS Lawyers Canada LLP
800, 333 7th Avenue SW
Calgary, Alberta T2P 2Z1

13 -

Attention: [Redacted: Name]
Email: [Redacted: Email Address]

10.2 Severability

10.2.1 the legality, validity or enforceability of the remaining provisions of this Agreement; or
10.2.2 the legality, validity or enforceability of that provision in any other jurisdiction.

10.3 Submission to Jurisdiction

10.3.1 irrevocably waives any objection (including any claim of inconvenient forum) that it may now or hereafter have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of the Province of Alberta, or that the subject matter of this Agreement may not be enforced in those courts;
10.3.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court which may be called upon to enforce the judgment of the courts of the Province of Alberta, of the substantive merits of any such suit, action or proceeding; and
10.3.3 to the extent that Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, irrevocably waives such immunity in respect of its obligations under this Agreement.

10.4 Remedies Cumulative

The rights and remedies of the Parties under this Agreement are cumulative and not alternative.

14 -

10.5 Amendment and Waiver

10.6 Assignment and Enurement

10.7 Counterparts

10.8 Survival

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

Each of the Parties has executed and delivered this Agreement effective as of the date noted at the beginning of this Agreement.

ACT ENERGY TECHNOLOGIES LTD.

Per: _________
(Signed) "Authorized Signatory"

ACT ENERGY USA, INC.

Per: _________
(Signed) "Authorized Signatory"

STRYKER ENERGY DIRECTIONAL SERVICES, LLC

Per: _________
(Signed) "Authorized Signatory"

DS LAWYERS CANADA LLP

Per: _________
(Signed) "Authorized Signatory"

[Signature Page to the Escrow Agreement (Escrow Shares)]

SCHEDULE "A"

ESCROW SHARES – COMMON SHARES

REGISTERED HOLDER	NUMBER OF SHARES
STRYKER ENERGY
DIRECTIONAL SERVICES, LLC	Share Certificates for:
181,915 Shares;
181,915 Shares;
181,915 Shares; and
181,915 Shares

SCHEDULE "B"

ESCROW SHARES – COMMON SHARES

FORM OF ACKNOWLEDGEMENT

Acknowledgment and Agreement to be Bound

I acknowledge that the securities listed in the attached Schedule "A" (the "Escrow Shares") have been or will be transferred to me and that the Escrow Shares are subject to an Escrow Agreement dated January 1, 2026 (the "Escrow Agreement").

For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the Escrow Shares, as if I were an original signatory to the Escrow Agreement.

Dated at 1 on 2, 2026.

Where the transferee is an individual:

Signed, sealed and delivered by [Transferee]
in the presence of:

Signature of Witness	[Transferee]
Name of Witness

Where the transferee is not an individual:

[Transferee]

Authorized signatory

Exhibit F – Form of Lease Amendment

EXHIBIT F

FORM OF LEASE AMENDMENT

See attached.

ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT (this “Agreement”) is made as of this __ day of ____, 2025, by and among Stryker Energy Directional Services, LLC, a Texas limited liability company (“Assignor”) ACT Energy USA, Inc., a Delaware corporation (“Assignee”), and [Landlord] (“Landlord”).

RECITALS

WHEREAS, Landlord and Assignor are the current parties to that certain [Lease] dated [●] (as amended, restated, supplemented or otherwise modified from time to time, the “Lease”) covering certain premises (as more particularly described in the Lease and as affected hereby, the “Premises”).

WHEREAS, Assignor desires to assign its interest in and to the Lease to Assignee, and Assignee desires to accept such assignment, upon the terms and conditions hereinafter set forth.

WHEREAS, the Lease does not permit Assignor to assign its interest in and to the Lease to Assignee without Landlord’s consent, and Landlord is willing to grant such consent upon the terms and conditions hereinafter set forth but not otherwise.

WHEREAS, the parties hereto wish to modify and/or amend certain terms of the Lease as more specifically described herein.

NOW, THEREFORE, in exchange for the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Recitals; Defined Terms. The above Recitals are hereby confirmed as true and correct and are reaffirmed herein. Capitalized terms used herein but not defined herein have the meanings given to such terms in the Lease.
Sale of Business Contingency. This Agreement is contingent upon Assignor and Assignee successfully completing the purchase and sale of Assignor’s assets, including specifically its interest in the Lease, including any improvements and betterments to the Premises, pursuant a separate written asset purchase agreement (the “Assignment Contingency”). Assignor and Assignee hereby agree to use commercially reasonable efforts to satisfy the Assignment Contingency as soon as reasonably possible after the date of this Agreement. Upon satisfaction of the Assignment Contingency, Assignor or Assignee shall immediately provide Landlord with joint written notice of the date such Assignment Contingency was satisfied and such date of satisfaction shall be known as the “Effective Date”. Until the occurrence of the Effective Date, Assignor shall continue to perform all obligations of [“Tenant”/“Lessee”] under the Lease. If the Assignment Contingency is not satisfied on or prior to [December 31], 2025 (the “Contingency Deadline”) and Landlord fails to receive notice of the Effective Date prior to such Contingency Deadline (unless same is otherwise extended by the parties hereto in writing), Landlord may, in its sole and absolute discretion, terminate this Agreement upon written notice to Assignor and this Agreement shall automatically be deemed null and void and of no further force or effect upon delivery of such

18021249v2

termination notice and the Lease shall remain in full force and effect as if the execution of this Agreement never occurred.

Assignment. As of the Effective Date, Assignor hereby assigns to Assignee all of Assignor’s right, title, interest and claim in and to the Lease as “[“Tenant”/“Lessee”] thereunder (the “Assignment”).
Assumption. As of the Effective Date, Assignee hereby accepts the Assignment and assumes the prompt and complete payment and performance of all obligations, liabilities and covenants of (i) Assignor under the Lease arising prior to the Effective Date but only to the extent specifically set forth in the paragraph entitled “Outstanding Amounts; Annual Reconciliation” below, and (ii) [“Tenant”/“Lessee”] under the Lease (i.e., as of the Effective Date Assignee is [“Tenant”/“Lessee”] under the Lease) arising on or after the Effective Date (including pursuant to any assignments, amendments, modifications, extensions or renewals of the Lease such as those, without limitation, specifically made by this Agreement, if any). Assignee shall not succeed by this Agreement to any obligations, liabilities and covenants of Assignor under the Lease arising prior to the Effective Date, except as otherwise specifically set forth herein. Assignee hereby acknowledges and agrees that it has inspected the Premises and accepts the same in its current “as-is” condition, subject to Landlord’s ongoing repair, maintenance and replacement obligations set forth in the Lease.
Landlord’s Consent. Effective as of the date of this Agreement, but subject to the conditions set forth in Section 2 above and Section 8 below, Landlord hereby consents to the Assignment to Assignee on the terms and conditions set forth in this Agreement. Pursuant to the terms and conditions of the Lease, Assignor agrees to pay Landlord a transfer fee of One Thousand Dollars ($1,000.00) immediately upon Assignor’s execution of this Agreement.
Representations and Warranties. Assignor represents and warrants to Landlord and Assignee that: (i) as of the date hereof, Landlord has fully paid and performed all its obligations, liabilities and covenants under the Lease; Assignor knows of no default by Landlord under the Lease or any situations which, with notice or the passage of time, or both, would constitute a default; and Assignor has no rights of offset or defense against Landlord; (ii) Assignor has not failed to disclose to Landlord any information which, if known by Landlord, might provide grounds for Landlord to withhold its consent to the Assignment; and (iii) Assignor has not heretofore assigned, mortgaged or otherwise transferred or encumbered, voluntarily or involuntarily, the Lease or Assignor’s interest therein. In consideration of Landlord’s consent to the Assignment to Assignee on the terms and conditions set forth in this Agreement, as of the Effective Date, Assignor hereby irrevocably and unconditionally releases and discharges Landlord and Landlord’s officers, trustees, directors, partners, beneficiaries, mortgagees, ground lessors, joint venturers, members, stockholders, or other principals, representatives, agents, contractors and employees, disclosed or undisclosed (and their respective successors and assigns) (collectively, “Landlord Related Parties”) from any and all claims, actions, causes of action, rights, demands, debts, obligations, damages, liabilities, judgments or losses of any kind whatsoever that Assignor has or may have against Landlord and/or any Landlord Related Parties arising out of or connected with any acts or omissions on the part of Landlord and/or any Landlord Related Parties occurring on or before the Effective Date including, without limitation, matters related to the negotiation and

execution of the Lease (as affected hereby) and the administration of the Lease (as affected hereby).

No Release. Except as may otherwise be specifically set forth herein, Assignor shall not be released from its continuing liability with respect to the prompt and complete payment and performance of all obligations, liabilities and covenants of (i) Assignor under the Lease arising prior to the Effective Date, and (ii) ["Tenant"/"Lessee"] under the Lease arising prior to the Effective Date (including pursuant to any assignments, amendments, modifications, extensions or renewals of the Lease such as those, without limitation, specifically made by this Agreement, if any).
Outstanding Amounts: Annual Reconciliation.

(I) Deferred Rent Repayment. As a condition to Landlord’s consent provided in this Agreement, Assignor shall pay to Landlord all amounts due in connection with the Deferred Rent, as such terms are described in Section 2(IV) of the First Modification to Lease Agreement. If Assignor fails to pay such amounts on or before the Effective Date, this Agreement shall be deemed null and void and of no further effect.

(II) Other. If any amount of rent or other sums due and payable by Assignor under the Lease is outstanding as of the Effective Date, then Assignor shall pay all such outstanding amounts to Landlord on or before the Effective Date. Landlord’s consent to the Assignment is subject to payment in full of the aforementioned outstanding amounts. Assignee agrees to pay for any and all sums found to be due and owing, and shall also receive the benefit of any credit, in relation to any annual reconciliation by Landlord pursuant to the Lease, such as relating to Assignor’s Proportionate Share of Common Area Costs, Taxes, Insurance and the like pursuant to the Lease.

Furniture, Fixtures, Equipment and Other Personal Property. To the extent any furniture, fixtures, equipment and/or other personal property (collectively, “FF&E”) are left in the Premises by Assignor (or other owner of such FF&E) pursuant to a separate oral or written agreement between Assignee and Assignor (or such other owner of such FF&E), Landlord makes no representation or warranty as to ownership of the FF&E or Assignee’s right to use the FF&E. Assignee shall be solely responsible to obtain from the rightful owner of the FF&E, a bill of sale, license, lease or other appropriate document evidencing Assignee’s purchase of, or right to use, the FF&E. Landlord shall have no obligation to remove the FF&E from the Premises prior to, during or after the Term. For purposes of the Lease (as affected by this Agreement) only, the FF&E shall be treated as Assignee’s personal property and as such, Assignee shall assume all risk of loss while the FF&E is in the care, custody and control of Assignee. Subject to any Landlord lien rights under the Lease (as affected by this Agreement) or at law including any express agreement of Landlord to subordinate its Landlord’s lien, Landlord disclaims any and all liability regarding the FF&E. The insurance cover and other indemnification obligations and agreements of ["Tenant"/"Lessee"] under the Lease (as affected by this Agreement) shall include all matters related to or arising from Assignee’s use of the FF&E including, without limitation, any matters related to or rising from any landlord waiver agreement or the like previously executed by Landlord and Assignor’s lender(s). This Agreement is not conditioned upon Assignee’s right to use the FF&E, and any inability of Assignee to use the FF&E shall have no effect on Assignee’s rights and obligations under the Lease (as affected by this Agreement).

Modifications and/or Amendments. Effective as of the Effective Date, the Lease is hereby modified and/or amended to include the terms and conditions set forth in this paragraph and its subparagraphs, articles and sections below. For purposes of such modifications and/or amendments, the following terms or phrases shall have the following meanings: (i) ["Tenant"/"Lessee"] shall mean the then current ["Tenant"/"Lessee"] under the Lease at any given time (e.g., as of the date of this Agreement, Assignee is ["Tenant"/"Lessee"] under the Lease); (ii) "this Agreement" shall mean this Agreement; and (iii) "this Lease" or "the Lease" shall mean the Lease and as applicable, as the same may be further assigned, amended, modified, extended and/or renewed pursuant to this Agreement.

(I) New Option(s) to Extend.

The parties acknowledge and agree that ["Tenant"/"Lessee"] currently has options to extend the Term for two (2) periods of sixty (60) months each, as set forth in Article 26 of the Lease. ["Tenant"/"Lessee"] shall have the option, in addition to the two (2) existing options, exercisable by written notice to Landlord, by national overnight courier service or certified mail, return receipt requested, given not later than one hundred eighty (180) days prior to the expiration of the then current Term, to extend the Term for one (1) further term of sixty (60) full calendar months on the same terms and conditions as provided in this Lease, except that:

(a) Landlord shall have no obligation to make any improvements to the Premises.

(b) Minimum rent (as more particularly described and sometimes referred to as Minimum Rent Term shall be as follows (plus applicable sales tax, if any):

Months	Minimum Rent (Per Sq. ft. of the Premises per annum)
1 - 60	[Redacted: Amount]

Upon Landlord’s written request, ["Tenant"/"Lessee"] shall promptly execute and deliver to Landlord documentation confirming the commencement date, expiration date and applicable Minimum Rent of any extended Term properly exercised by ["Tenant"/"Lessee"] in accordance with the terms and conditions set forth above; provided, however, execution and delivery of such documentation shall in no event delay, or be required for the effectiveness of, any such dates.

Notwithstanding the foregoing, any option to extend the Term shall be deemed null and void, without the requirement of any notice and at Landlord’s sole discretion, if one or more of the following has occurred:

["Tenant"/"Lessee"] has defaulted (beyond any applicable notice and cure period) in the payment of any Minimum Rent on three (3) or more occasions within any Lease Year.
["Tenant"/"Lessee"] is in default in the performance of any of its obligations under this Lease (beyond any applicable notice and cure period) at the time ["Tenant"/"Lessee"] exercises the option to extend.

["Tenant"/"Lessee"] has failed to timely give the required written notice of its exercise of the option to extend to Landlord.
["Tenant"/"Lessee"] has assigned its interest in and to this Lease after the date of this Agreement, other than Permitted Transfers or other assignments approved by Landlord.

(II) Restrictions on Transfers: Section 17.1(a)(iii) of the Lease shall be deleted in its entirety and replaced as follows:

(iii) audited financial statements of the Transferee, if available, or financial statements certified by an officer of the Transferee if audited statements are not available;

(III) Memorandum of Lease: Section 25.12 of the Lease shall be deleted in its entirety. The parties hereby agree:

RECORDING. Both Landlord and ["Tenant"/"Lessee"] agree that they will not record this Lease; however, simultaneously with the execution of this Agreement, and to be recorded as of the Effective Date, the parties shall mutually execute a memorandum of lease, in the form attached hereto as Exhibit "C", which ["Tenant"/"Lessee"], at its sole cost and expense (including, without limitation, payment of any recording fees, taxes or other costs and expenses), may cause to be recorded in the official records of the County in which the Premises is located, in which event ["Tenant"/"Lessee"] shall promptly provide a conformed copy of such recorded memorandum to Landlord.

["Tenant"/"Lessee"] further agrees that upon the expiration or earlier termination of this Lease, ["Tenant"/"Lessee"], at its sole cost and expense as provided above, shall promptly thereafter (i) cause to be recorded in the official records of the County in which the Premises is located, a termination of memorandum of lease (or similar document) in form and substance reasonably acceptable to Landlord, evidencing that ["Tenant"/"Lessee"] has no further right, title and interest in and to the Premises and stating that the Lease has been terminated and is of no further force or effect, and (ii) provide a conformed copy of such recorded termination of memorandum of lease (or similar document) to Landlord, such obligations to survive the expiration or earlier termination of this Lease. If ["Tenant"/"Lessee"] fails to record such termination of memorandum of lease within thirty (30) days of the termination or earlier expiration of the Lease, Landlord may do so.

(IV) New ["Tenant"/"Lessee"] Notice Address. Effective as of the Effective Date, any notice address(es) set forth in the Lease for ["Tenant"/"Lessee"] under the Lease are hereby deleted and replaced with the following notice address(es) to which any notice, demand, request, approval, consent or other instrument which may be or is required to be given to ["Tenant"/"Lessee"] thereunder shall be delivered:

With a copy to:

or at Landlord’s option to the Premises or finally, to such other address(es) as [“Tenant”/“Lessee”] may from time to time designate by notice to Landlord in accordance with the notice provision of the Lease. Notwithstanding the foregoing, any notice limited solely to a notice of any modification to [“Tenant”/“Lessee”]’s notice and/or billing address(es) set forth in the Lease may be given by [“Tenant”/“Lessee”] to Landlord via e-mail at [Redacted: Email], it being understood and agreed that Landlord may rely on, and [“Tenant”/“Lessee”] shall be bound by, any such modification to [“Tenant”/“Lessee”]’s notice and/or billing address(es) given to Landlord in such manner or in any other manner provided for in the Lease. If no new notice address(es) are provided above, then the most current notice address(es) for [“Tenant”/“Lessee”] pursuant to the Lease shall remain in full force and effect.

(V) Franchise Provisions. As of the Effective Date, Article 31, Subsections B through F, are hereby deleted in their entirety and of no further force and effect.

(VI) New Guaranty. The prompt and complete payment and performance of all obligations, liabilities and covenants of [“Tenant”/“Lessee”] under the Lease (including pursuant to any assignments, amendments, modifications, extensions or renewals of the Lease such as those, without limitation, specifically made by this Agreement, if any) will be guaranteed as more specifically set forth in, and subject to the terms and conditions of, that certain Absolute Unconditional Guaranty Agreement attached hereto as Exhibit “A” and made a part hereof which will be executed and delivered by the guarantor(s) named therein to Landlord concurrently with the execution of this Agreement (the “New Guaranty”, such New Guaranty being effective as of the Effective Date).

Subordination and Attornment. With reference to Section 20.1 of the Lease, Landlord represents and warrants that, as of the Effective Date, Landlord’s interest in the Premises is not encumbered by a mortgage, deed of trust or other security interest.
Consent to Rebranding and Signage. Subject to Landlord’s prior written approval of any applicable plans and specifications (such written approval not to be unreasonably withheld, conditioned or delayed), Landlord hereby consents, as associated with this Agreement and the Assignment, to Assignee’s (at any time) (i) rebranding of the Premises to the trademark and tradename and (ii) replacing the existing [Redacted: Prior Tenant Name] signs with _ signs subject to all applicable laws, regulations or requirements associated with the Premises. In the event of any such rebranding, [“Tenant”/“Lessee”] shall provide written notice to Landlord and, thereafter, any and all references in the Lease to the trade name of “[Redacted: Prior Tenant Name]” shall be replaced with _.
Landlord Estoppel. Landlord shall, on twenty (20) days’ written request from Assignee, deliver to Assignee a Landlord Estoppel in substantially the form attached as Exhibit “B” hereto, subject only to factual modifications required in order for the statement thereon to be true as of the date given.
Brokers. Landlord and [“Tenant”/“Lessee”] each represents to the other that, in connection with this Agreement, no third party broker or finder is entitled to compensation or commission in connection herewith by or through acts of such party in connection with this Agreement. Landlord and [“Tenant”/“Lessee”] each hereby agrees to defend, indemnify and hold harmless the other

from and against any and all claims of any brokers, finders or any like third party claiming any right to commission or compensation by or through the indemnifying party in connection with this Agreement.

Anti-Terrorism and Money Laundering Representation and Indemnification. Assignor and Assignee each respectively certifies that: (i) neither it nor its officers, directors or controlling owners is acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury Department as a terrorist, “Specially Designated National or Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (“SDN”); (ii) neither it nor its officers, directors or controlling owners is engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; and (iii) neither it nor its officers, directors or controlling owners is in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or any regulations promulgated pursuant thereto. Assignor and Assignee each respectively hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorneys’ fees and costs) arising from or related to any breach of the foregoing certification. Should Assignor or Assignee, during the Term, be designated an SDN, Landlord may, at its sole option, terminate the Lease.
Miscellaneous. The parties hereto hereby acknowledge that the Lease as affected by this Agreement is in full force and effect and, as hereby affected, is ratified and confirmed. By entering into this Agreement, Landlord in no way waives any rights and remedies available to it with respect to any existing or future defaults under the Lease, all of which rights and remedies Landlord hereby specifically reserves. Landlord shall have the discretion to direct how payments under the Lease (as affected hereby) are applied to any then due amounts on the account for the Premises. In the event of any conflict between the terms and conditions of this Agreement and the Lease, this Agreement shall control. This Agreement shall be effective only when it is signed by all parties hereto. by Landlord does not give any such party any interest, right or option.
Authority. Landlord, Assignor and Assignee each hereby represents and warrants that (a) they have all the required power, capacity, and authority to enter into, execute, and perform this Agreement; (b) the execution of this Agreement is free and voluntary; and (c) they have not assigned or transferred to any person, firm, corporation, partnership, association or other entity whatsoever any or all of the rights, duties or obligations embodied or released in this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute a fully executed agreement even though all signatories do not appear on the same document. Delivery of an executed counterpart of this Agreement by facsimile or as an attachment to an email shall be equally effective as delivery of a mutually executed counterpart of this Agreement. This Agreement may be signed electronically. Facsimile or e-mail transmittal of original handwritten signatures and electronic signatures shall all be considered to have the same legal effect as execution and delivery of the original printed document with handwritten signatures and shall be treated in all manner and respects as the original printed document with handwritten signatures.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ASSIGNOR:

Stryker Energy Directional Services, LLC,
a Texas limited liability company

By: _____
Name: _____
Title: _______

ASSIGNEE:

ACT Energy USA, Inc.,
a Delaware limited liability company

By: _____
Name: _____
Title: _______

LANDLORD:

[Landlord]

By: _____
Name: _____
Title: _______

[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT]

EXHIBIT A

FORM OF LANDLORD ESTOPPEL

LANDLORD'S ESTOPPEL CERTIFICATE
([Redacted: Landlord Name:)

__, 2025

THIS LANDLORD ESTOPPEL CERTIFICATE (this “Estoppel Certificate”) is made as of the date set forth above by [Landlord] (“Landlord”).

WITNESSETH:

WHEREAS, reference is made to that certain [Lease] currently between Stryker Energy Directional Services, LLC, a Texas limited liability company (“[Tenant/Lessee]”) and Landlord dated [●] (as amended, restated, supplemented or otherwise modified from time to time, the “Lease”) covering certain premises (as more particularly described in the Lease, as affected hereby, the “Premises”); and

WHEREAS, [Tenant/Lessee] has requested Landlord to execute this Estoppel Certificate in order to confirm certain matters regarding the Lease.

NOW, THEREFORE as of the date hereof and to Landlord’s actual knowledge, Landlord hereby certifies to [Tenant/Lessee] as follows:

Status of Lease. The Lease constitutes the entire agreement between Landlord and [Tenant/Lessee] with respect to the Premises and has not been modified, assigned, supplemented, or amended in any respect, except as otherwise indicated above, and the Lease is valid and in full force and effect on the date hereof.
Term. The initial term of the Lease commenced on __ and expires on ____, 202_. [Tenant/Lessee] currently has options to extend the Term for three (3) periods of sixty (60) full calendar months.
Minimum Rent. The amount of Minimum Rent due under the Lease is $_ per month and such rent has been paid through the period ending __. The next installment of monthly minimum rent is due on _. Except for Deferred Rent in the amount of $__, no amounts of Minimum Rent or Additional Rent previously abated or deferred under the Lease remain payable by [Tenant/Lessee].
Percentage Rent. The Lease does not provide for the payment of percentage rent.
Certain Items of Additional Rent. [Tenant/Lessee] is required to pay [Tenant/Lessee]’s Proportionate Share of (i) Common Area Costs, (ii) Taxes and (iii) Insurance costs, all as set forth in the Lease. Current additional monthly payments (which may be an estimated

[EXHIBIT A TO ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT]

amount subject to annual reconciliation if so provided for in the Lease) for such costs and expenses are as set forth below:

CAC: $____

TAXES: $____

INSURANCE: $____

Estimated Additional Rent for Common Area Costs, Taxes and Insurance has been paid through the period ending _, 2025. The next installment of these monthly Additional Rents is due on _, 2025. Common Area Costs, Taxes and Insurance costs for the Premises for calendar year 2024 have been fully reconciled and there is no deficit owed by [Tenant/Lessee] for 2024 Common Area Costs, Taxes and Insurance.

Security Deposit. Tenant has given a security deposit of $____. The amount of such security deposit is subject to Landlord’s rights under the Lease and may be reduced as a result of Landlord’s exercise of such rights.
Default. Landlord knows of no default by either Landlord or Tenant under the Lease or any situations which, with notice or the passage of time, or both, would constitute a default. Nothing to the contrary herein contained, Landlord shall not be deemed to have waived any Tenant default should it discover, subsequent to the date hereof, that Tenant was in default. Tenant has no rights of offset or defense against Landlord as of the date hereof.
Recitals. Landlord hereby confirms that the above Recitals are true and correct and are hereby incorporated by reference.
No Bankruptcy. There are no actions, voluntary or involuntary, pending against Landlord under the bankruptcy laws of the United States or any state thereof.

Regardless of any unintentional inaccuracy or misstatement herein, this Estoppel Certificate shall create no liability on the part of Landlord to any person or entity including Tenant; however, this Estoppel Certificate shall inure to the benefit of the addressee parties noted above and each of their respective lenders, and each of their respective affiliates, successors and assigns, and shall be binding upon Landlord and Landlord’s successors and assigns, and Landlord understands and acknowledges that such parties will rely on this Estoppel Certificate. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Lease.

[EXHIBIT A TO ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT]

This Estoppel Certificate is made and executed as of the date first written above.

LANDLORD:

[Landlord]

By: _________

Name: _______

Title: ______

[EXHIBIT A TO ASSIGNMENT AND ASSUMPTION & MODIFICATION TO LEASE AGREEMENT]

EXHIBIT G

FORM OF INDEPENDENT CONTRACTOR AGREEMENT

[Redacted Independent Contractor Terms]

Exhibit G – Form of Independent Contractor Agreement

AI assistant

ACT Energy Technologies Ltd. — M&A Activity 2026

42523_rns_2026-01-28_e894e41a-52fe-4755-a772-763d514f1433.pdf

ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

ANNEXES, EXHIBITS AND SCHEDULES

Annexes

Exhibits

Schedules

ASSET PURCHASE AGREEMENT

1. PURCHASE AND SALE.

1.1 Acquired Assets.

2. ASSUMED LIABILITIES; EXCLUDED LIABILITIES.

2.1 Assumed Liabilities.

2.2 Excluded Liabilities.

3. ACQUISITION OF ACQUIRED ASSETS; PURCHASE PRICE.

3.1 Acquisition of Acquired Assets and Delivery of Purchase Price.

4. CLOSING.

4.1 Time and Place.

4.2 Transactions at Closing.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP.

5.1 Organization of the Seller; Authority.

5.2 Approvals; Binding Effect.

5.14 Contracts.

5.18 Material Contractual Relationships; Customers and Suppliers.

5.19 Intellectual Property: Data Security and Privacy.

5.22 Employee Benefit Plans.

5.31 Securities Law Compliance.

5.32 Restrictions on Transfer or Sale of Securities.

5.33 No Review.

5.34 Independent Investigation.

6. REPRESENTATIONS AND WARRANTIES OF BUYER.

7.9 Offer and Terms of Employment.

(b) Offers of Employment.

(i)

(ii)

(iii)

8. TAX MATTERS.

8.1 Prorated Taxes.

8.2 Preparation of Straddle Period Tax Returns.

8.3 Cooperation.

9. INDEMNIFICATION.

9.1 Indemnity by the Seller Group.

9.2 Indemnity by Buyer.

9.3 Time for Claims; Procedures for Direct Claims.

9.7 Manner of Payment.

11. GENERAL.

11.8 Further Assurances.

11.9 Specific Performance.

11.10 No Implied Rights or Remedies.

11.11 Interpretations.

SELLER PARENT:

SELLER:

FOUNDERS:

SELLER REPRESENTATIVE:

ANNEX A

OWNERS

EXHIBIT A

FORM OF SUBORDINATED PROMISSORY NOTE

SUBORDINATED PROMISSORY NOTE

EXHIBIT B

FORM OF ESCROW SHARES SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT FOR COMMON SHARES

Disclosed Beneficial Purchaser Information:

INVESTOR INSTRUCTIONS

Wire Instructions:

Please deliver your completed Subscription Agreement and payment to:

TERMS AND CONDITIONS OF SUBSCRIPTION FOR COMMON SHARES OF ACT ENERGY TECHNOLOGIES LTD.

Terms of the Offering

Representations, Warranties and Covenants by Subscriber

Closing

Wire Instructions:

Privacy

General

EXHIBIT C

FORM OF BILL OF SALE

EXHIBIT D

FORM OF IP ASSIGNMENT

IP ASSIGNMENT AGREEMENT

Exhibit A

ACT Energy Technologies Ltd. M&A Activity 2026