Armada Data Corporation - M&A Activity 2024

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of the 27[th] day of June, 2024.

BETWEEN:

THE PERSONS LISTED ON APPENDIX “A” HERETO , (collectively, the “ Shareholders ” and each individually a “ Shareholder ”)

and -

JAMES MATTHEWS , an individual residing in the City of Mississauga, Ontario (“ Matthews ”)

-and-

ELI OSZLAK, an individual residing in the Town of Oakville, Ontario (“ Oszlak ”)

WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares (“ Armada Shares ”) and/or stock options (the “ Armada Convertible Securities ”) in the capital of Armada Data Corporation, a corporation existing under the laws of the Province of British Columbia (“ Armada ”), set forth opposite such Shareholder’s name in Appendix “A” hereto (collectively, the “ Subject Securities ”);

AND WHEREAS each Shareholder understands that, Matthews and Oszlak, directly or indirectly, including pursuant to a corporation to be incorporated and controlled by Matthews and Oszlak (the “ Purchaser ”), intend to acquire all of the issued and outstanding securities of Armada for not less than CAD$0.04 per Armada Share, whether by way of a formal takeover bid, amalgamation, plan of arrangement, or otherwise (the “ Transaction ”);

AND WHEREAS in order for each Shareholder to realize the benefits that will accrue to such Shareholder in connection with the consummation of the Transaction, each Shareholder desires to enter into this Agreement to provide his or her support for the completion of the Transaction on the terms and conditions set forth herein;

AND WHEREAS each Shareholder acknowledges that Matthews and Oszlak would not enter into the Transaction but for the execution and delivery of this Agreement by such Shareholder;

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of each Shareholder to abide by the covenants in respect of the Subject Securities and the other restrictions and covenants set forth herein;

AND WHEREAS the foregoing recitals, and the representations, warranties and covenants provided herein are made or provided by each Shareholder only with respect to such Shareholder and such Subject Securities and, for greater certainty, are not made or provided in relation to any other Shareholder or such other Shareholder’s Subject Securities;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement:

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement, and other than any transaction involving only Armada and/or one or more of its wholly owned subsidiaries, any offer, proposal or inquiry from any Person or group of Persons, acting jointly or in concert, whether or not in writing and whether or not delivered to Armada relating to: (i) any acquisition or purchase, direct or indirect, of: (A) the assets of Armada and/or any of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Armada and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of Armada and its subsidiaries, taken as a whole (or any lease, long-term supply, hedging arrangement, joint venture, strategic alliance, partnership or other transaction having the same economic effect as an acquisition or purchase of such assets), or (B) beneficial ownership of 20% or more of the issued and outstanding voting or equity securities of Armada or any of its subsidiaries; (ii) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities of Armada or any of its subsidiaries; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Armada or any of its subsidiaries; in all cases, whether in a single transaction or in a series of related transactions; (iv) any direct or indirect sale of assets (or any alliance, joint venture, earn-in right, option to acquire, lease, licence or other arrangement having a similar economic effect as a sale) by Armada or any of its subsidiaries, which assets represent 20% or more of the consolidated assets of Armada and its subsidiaries, taken as a whole, or contribute 20% or more of the consolidated revenue or operating income of Armada and its subsidiaries, taken as a whole; or (v) any other similar transaction, the consummation of which prevents, delays, impedes or interferes with, the transactions contemplated by this Agreement;

“ Affiliate ” has the meaning ascribed thereto in NI 45-106, in force as of the date of this Agreement, provided that, for purposes of this Agreement, a reference to an affiliate of Matthews, Oszlak or the Purchaser does not include Armada and its subsidiaries and a

reference to an affiliate of Armada does not include Matthews, Oszlak, the Purchaser or their respective subsidiaries which are not also subsidiaries of Armada;

“ Agreement ” means this voting and support agreement, as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and including all schedules or appendices to it;

“ Business Day ” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario are authorized or required by applicable law to be closed;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ Person ” includes any individual, firm, partnership, limited partnership, limited liability partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, body corporate, corporation, company, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status; and

“ Transaction Shareholder Approval ” has the meaning ascribed thereto in Section 2.1.

1.2 Appendices

The following Appendices attached hereto constitute an integral part of this Agreement:

Appendix “A” - Subject Securities

ARTICLE 2 COVENANTS OF THE SHAREHOLDERS

2.1 Shareholder Support

In connection with the Transaction (and any transactions contemplated in connection with the Transaction), each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Armada at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote to approve the Transaction (and any transactions contemplated in connection with the Transaction), including in respect of any approval of securityholders of Armada that is required under applicable securities laws (including the regulations of the TSX Venture Exchange and, for greater certainty, any “minority approval” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ) and/or corporate laws in order to

approve the Transaction (and any transactions contemplated in connection with the Transaction) (any or all of the foregoing being, “ Transaction Shareholder Approval ”); or (ii) in any action by written consent of the securityholders of Armada, in favour of the approval, consent, ratification and adoption of any resolution approving the Transaction (and any transactions contemplated in connection with the Transaction).

2.2 Restrictions with Respect to Subject Securities

Each Shareholder hereby severally, and not jointly or jointly and severally, covenants and agrees that, from the date hereof until such time as this Agreement is terminated in accordance with Article 4, except as permitted by this Agreement, such Shareholder:

(a) will not, directly or indirectly, option, sell, assign, transfer, pledge, encumber, grant a participation or security interest in or power of attorney over, hypothecate or otherwise convey or dispose of any Subject Securities, or any right or interest therein (legal or equitable), to any Person or group or Persons acting jointly or in concert or enter into any agreement, option or other arrangement to do any of the foregoing (each of the foregoing, a “ Transfer ”), other than to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled solely by, the Shareholder or a trust or account (including a Registered Retirement Savings Plan, Registered Education Savings Plan, Registered Retirement Income Fund or similar account) existing for the benefit of such Person or entity; provided, that a Transfer referred to in this sentence shall only be permitted if, as a precondition to such Transfer, the transferee agrees in writing, in form and substance reasonably acceptable to Matthews and Oszlak, to be bound by all of the terms of this Agreement with respect to the Subject Securities; and provided further, that in the case of a Transfer to a corporation, partnership, limited liability company or other entity solely controlled by, the Shareholder, such entity shall remain solely controlled by the Shareholder until such time as this Agreement is terminated in accordance with Article 4. Any purported Transfer of any Subject Securities or interest therein in violation of this Section 2.2(a) shall be null and void;
(b) will not, directly or indirectly, grant or agree to grant any proxy or other right to vote any Subject Securities, except for any proxies granted to vote in favour of any Transaction Shareholder Approval in accordance with Section 2.1, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the shareholders of Armada or give consents or approval of any kind as to any Subject Securities;
(c) will not vote or cause to be voted any Subject Securities (to the extent they carry a right to vote) in favour of, and vote or cause to be voted all Subject Securities (to the extent they carry a right to vote) against, any proposed action, transaction or agreement by or involving Armada or any of its Affiliates or the Shareholder or any other Person in a manner which could reasonably be expected to (i) prevent, hinder or delay the successful completion of the Transaction or the transactions

contemplated by the Transaction; or (ii) change in any manner the voting rights of any class of shares of Armada;

(d) other than as set forth herein, will take all such steps as are necessary or advisable to ensure that at all relevant times his, her or its Subject Securities will not be subject to any shareholders’ agreements, voting trust or similar agreements or any option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting or restricting the ability of the Shareholder to exercise all voting rights attaching to such Subject Securities;
(e) will not withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, support for the transactions contemplated by the Transaction or make any statement which may reasonably be construed as being opposed to the Transaction or other transactions contemplated thereby or any aspect thereof and not to bring or threaten to bring any suit, proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, impeding, delaying or varying the Transaction or any aspect thereof, including not exercising any securityholder rights or remedies available at law;
(f) not tender or cause to be tendered any Subject Securities to any Acquisition Proposal or other transaction or matter other than the Transaction, such as a merger, amalgamation, arrangement, business combination, rights offering, reorganization, recapitalization or liquidation or take-over bid or similar transaction involving Armada or the Armada Shares that could reasonably be expected to prevent, delay, frustrate or interfere with, the completion of the Transaction or any transaction or matter related to the Transaction or contemplated by the Transaction;
(g) except in the Shareholder’s capacity as a director or officer of Armada to the extent permitted by the Transaction, will not directly or indirectly, (i) make or participate in or take any action that may reasonably be expected to result in an Acquisition Proposal; or (ii) engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and
(h) irrevocably waives to the fullest extent permitted by law any and all rights of the Shareholder to dissent with respect to the Transaction, and will not exercise any such rights with respect to the Transaction or the transactions contemplated by the Transaction.

2.3 Voting of the Subject Securityholders

Each Shareholder hereby agrees with Matthews and Oszlak that it will, on or before the fifth Business Day prior to any meeting of any of the securityholders of Armada in respect of any Transaction Shareholder Approval: (i) duly complete forms of proxy in respect of all of his, her or its Subject Securities which carry a right to vote that are registered in the name of the Shareholder; and (ii) duly complete voting instructions in respect of all of his,

her or its Subject Securities which carry a right to vote that are beneficially owned by the Shareholder but not registered in the name of the Shareholder; and any other required documents in connection therewith, and cause the same to be validly delivered in support of (and indicating that all Subject Securities which carry a right to vote are voted in favour of approving) the Transaction (and any transactions contemplated in connection with the Transaction) and will not withdraw such forms of proxy and/or voting instructions except as expressly permitted by this Agreement. Each Shareholder further agrees that it will, on or before the fifth Business Day prior to any meeting of any of the securityholders of Armada in respect of any Transaction Shareholder Approval to be called to approve the Transaction (and any transactions contemplated in connection with the Transaction), deliver or cause to be delivered to Matthews and Oszlak and the Purchaser in accordance with Section 5.11 of this Agreement, a copy or screenshot (or other evidence satisfactory to Matthews and Oszlak in its discretion) of the duly completed and signed forms of proxy and/or voting instructions described in the preceding sentence.

2.4 Deposit of the Subject Securities to a Takeover Bid

(a) Each Shareholder hereby covenants and agrees that if Matthews and Oszlak, directly or indirectly, make or cause to be made a takeover bid to acquire all of the outstanding Armada Shares on a fully-diluted basis for a purchase price of not less than CAD$0.04 in cash per Armada Share (the “ Offer ”), then unless otherwise required or expressly permitted by this Agreement, the Shareholder shall deposit or cause to be deposited with the depositary in connection with the Offer all of the Subject Securities: (i) within 20 calendar days after the commencement of the Offer; or (ii) in respect of any Subject Securities acquired by, or over which the Shareholder comes to exercise control or direction over, after the commencement of the Offer, not later than the earlier of: (A) five days after the acquisition of, or the date on which the Shareholder comes to exercise control or direction over, such Subject Securities and (B) immediately prior to the first scheduled expiry time of the Offer.
(b) Except as otherwise provided in this Agreement, each Shareholder agrees that, except with the prior written consent of Matthews and Oszlak, neither the Shareholder nor any Person acting on the Shareholder’s behalf will withdraw or cause to be withdrawn any of the Subject Securities deposited under the Offer, notwithstanding any rights available under the terms of the Offer, applicable securities laws or otherwise that the Shareholder may have, unless this Agreement is terminated in accordance with its terms.

2.5 Meaning of Subject Securities

The term “ Subject Securities ” means that number of Armada Shares and Armada Convertible Securities set forth opposite a Shareholder’s name in Appendix “A” hereto, being all of the securities of Armada owned legally or beneficially, either directly or indirectly, by such Shareholder or over which the Shareholder exercises direct or indirect control or discretion, and will be deemed to also include (a) any Armada Shares and

Armada Convertible Securities issued to the Shareholder pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Armada Shares or Armada Convertible Securities on, of, or affecting the Subject Securities on or after the date of this Agreement and (b) any Armada Shares and Armada Convertible Securities acquired by the Shareholder, or issued to the Shareholder, on or after the date of this Agreement (including pursuant to the exercise, conversion or vesting of any securities of Armada that are exercisable for, convertible into or vest as Armada Shares (including all Subject Securities)), and all such acquired Armada Shares and Armada Convertible Securities shall be deemed Subject Securities and subject to the terms of this Agreement as though owned by the Shareholder as of the date hereof.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Shareholder

Each Shareholder hereby severally, and not jointly or jointly and severally, represents and warrants to and covenants in favour of Matthews, Oszlak and the Purchaser as follows, and acknowledges that Matthews, Oszlak and the Purchaser are relying upon such representations, warranties and covenants in entering into this Agreement:

(a) Incorporation; Authorization. If the Shareholder is a corporation or other legal entity, such Shareholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by Matthews, Oszlak and the Purchaser (as applicable), constitutes a legal, valid and binding agreement enforceable by Matthews, Oszlak and the Purchaser (as applicable) against the Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.
(b) Ownership of Subject Securities. The Shareholder is, and, subject to any Transfer permitted pursuant to Section 2.2(a), will be continuously up until such time as this Agreement is terminated in accordance with Article 4, the direct or indirect legal and beneficial owner of the Subject Securities set out opposite such Shareholder’s name at Appendix “A”, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever (other than Armada Shares held in brokerage margin accounts on customary terms for such accounts and encumbrances as set out opposite such Shareholder’s name in Appendix “A”). The Shareholder does not own or have any

interest in any securities of Armada other than the Subject Securities. The Shareholder is not a party to, bound or affected by or subject to, any charter or bylaw, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

(c) No Agreements. Other than Armada Shares held in brokerage margin accounts on customary terms for such accounts and encumbrances as set out opposite such Shareholder’s name in Appendix “A”, no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(d) Voting. None of such Subject Securities is subject to any proxy, power of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the shareholders of Armada or give consents or approvals of any kind, except pursuant to this Agreement.
(e) Legal Proceedings. There are no legal proceedings in progress or pending before any governmental entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its Affiliates, or any of the Subject Securities, and there is no judgment, decree or order against the Shareholder or its Affiliates, or any of the Subject Securities, that in each case would adversely affect in any manner the ability of the Shareholder to enter into this Agreement or adversely affect the Shareholder’s ability to perform its obligations hereunder or the title of the Shareholder to any of the Shareholder’s Subject Securities.

3.2 Representations and Warranties of Matthews and Oszlak

Matthews and Oszlak hereby severally, and not jointly or jointly and severally, represent and warrant to each Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations, warranties and covenants in entering into this Agreement:

(a) each of Matthews and Oszlak has the capacity to enter into this Agreement and to perform his obligations hereunder;
(b) this Agreement has been duly executed and delivered by Matthews and Oszlak and constitutes a legal, valid and binding agreement enforceable by the Shareholder against Matthews and Oszlak in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance

and injunctions are only available in the discretion of the court from which they are sought; and

(c) there are no legal proceedings in progress or pending against or, to the knowledge of Matthews and Oszlak, threatened against Matthews and Oszlak or any of their Affiliates, and there is no judgement, decree or order against Matthews and Oszlak or any of their Affiliates, that would adversely affect in any manner the ability of Matthews and Oszlak to enter into this Agreement and to perform their obligations hereunder or that would reasonably be expected to prevent or materially delay the completion of the Transaction.

ARTICLE 4 TERMINATION

4.1 Termination

(a) This Agreement shall terminate on the earlier of: (i) a written instrument executed by each of the parties; (ii) eight (8) months after the date of this Agreement; or (iii) completion of the Transaction.
(b) This Agreement shall also terminate on notice being delivered by a Shareholder to Matthews and Oszlak, where, without the prior written consent of the Shareholder, there is any decrease in the amount of, or change in the form of, the consideration payable for the outstanding Subject Securities to an amount less than CAD$0.04 in cash per Armada Share.

4.2 Effect of Termination

If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void in relation to such Shareholder, Matthews and Oszlak and no such party shall have liability to any other party hereto in respect of whom this Agreement has been terminated, except in respect of a wilful, intentional or material breach of the representations, warranties, obligations, terms or conditions of this Agreement which occurred prior to such termination in which case the non-breaching party to this Agreement shall be entitled to pursue any and all remedies at law or equity which may be available to it and, if the non-breaching party is a Shareholder such Shareholder shall be entitled to withdraw any form of proxy or other required document which such Shareholder has delivered pursuant to this Agreement.

ARTICLE 5 GENERAL

5.1 Fiduciary Obligations

Each of Matthews and Oszlak agrees and acknowledges that each Shareholder is bound hereunder solely in his, her or its capacity as a securityholder of Armada and that the

provisions of this Agreement shall not be deemed or interpreted to bind the Shareholder or any of its directors, officers or principal shareholders in his or her capacity as a director or officer of Armada. For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party from properly fulfilling his or her duties as a director or officer of Armada, including, without limitation, responding in the Shareholder’s capacity as a director or officer of Armada to an Acquisition Proposal.

5.2 Further Assurances

Each Shareholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as Matthews or Oszlak may reasonably require to effectively carry out or better evidence or perfect the full intent of the parties and meaning of this Agreement, including a new agreement or an amended and restated agreement.

5.3 Survival of Representations and Warranties

No investigations made by or on behalf of any party or any of its authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by any other party herein or pursuant hereto.

5.4 Disclosure and Trading

(a) No press release or other disclosure (public or otherwise) with respect to the existence or details of this Agreement or the Transaction shall be made by a Shareholder without the prior written consent of Matthews or Oszlak, except to the extent required by applicable law. Each Shareholder hereby consents to the disclosure of the substance of this Agreement in any press release by Matthews, Oszlak or the Purchaser and/or Armada or in the Armada Circular by Armada and to the filing of this Agreement alone or as an exhibit to any filing by Matthews, Oszlak or the Purchaser and/or Armada with the securities regulatory authorities.
(b) Each Shareholder agrees that it shall conduct itself as if it were an insider of, or persons in a special relationship with, Armada for purposes of applicable securities laws. Each Shareholder hereby acknowledges and agrees that it is aware that securities laws impose certain restrictions with respect to the communication of material undisclosed information and with respect to the purchase and sale of securities of an issuer by a person who has received material undisclosed information, and each Shareholder agrees to abide by such securities laws.

5.5 Assignment

Subject to prior written notice to the Shareholders, Matthews and/or Oszlak may assign all or part of its rights under this Agreement to the Purchaser or an Affiliate of Matthews and/or Oszlak. Other than as expressly contemplated by and in compliance with Section 2.2(a), this Agreement shall not be otherwise assignable by a Shareholder without the prior written consent of Matthews and Oszlak, such consent not to be unreasonably withheld.

5.6 Time

Time shall be of the essence of this Agreement.

5.7 Governing Law

This Agreement will be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any rule or principle of the conflict of laws which might refer such interpretation to the laws of another jurisdiction) and the federal laws of Canada applicable therein. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or related hereto. The parties to this Agreement hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. This Section 5.7 shall survive the termination of this Agreement.

5.8 Entire Agreement

This Agreement, including the appendices hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no representations, warranties, conditions, undertakings, commitments, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement, or which induced any party hereto to enter into this Agreement or on which reliance is placed by any party hereto, except as specifically set forth in this Agreement.

5.9 Amendments

This Agreement may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.

5.10 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

5.11 Notices

(a) Method of Delivery. Any notice, demand or other communication (in this Section, a “ notice ”) required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if:
(i) sent by electronic means of sending messages (in this Section, “ Electronic Transmission ”), by e-mail, during normal business hours on a Business Day, but notice by Electronic Transmission shall only be sufficient if the notice includes or is accompanied by the sender’s name and e-mail address as applicable, the date and time of transmission, and if sent by e-mail acknowledgement that the transmission is transmitted to the sender by the recipient or the recipient’s electronic system; or
(ii) delivered in person in a sealed package entitled Personal and Confidential addressed to the recipient during normal business hours on a Business Day and left with a receptionist or other responsible employee of the recipient, who is required to provide written acknowledgement of receipt, at the applicable address set forth below;
- a. in the case of a notice to any Shareholder, to such Shareholder at the address indicated opposite to the name of the Shareholder in Appendix “A”; and
- b. in the case of a notice to Matthews or Oszlak, addressed to it at:

James Matthews [Redacted] E-mail: [Redacted]

And

Eli Oszlak [Redacted] E-mail: [Redacted]

(b) Deemed Delivery. Each notice sent in accordance with this Section shall be deemed to have been received:
(i) in the case of personal delivery, if delivered before 5:00 p.m. (recipient’s time), on the day it was delivered; otherwise, on the first Business Day thereafter; or
(ii) in the case of Electronic Transmission, on the same day that it was sent if sent on a Business Day and the electronic acknowledgement of delivery is received by the sender before 5:00 p.m. (recipient’s time) on such day, and otherwise on the first Business Day thereafter.

Any party hereto may change its address for notice by written notice delivered to the other parties hereto.

5.12 Specific Performance and other Equitable Rights

It is recognized and acknowledged that a breach by any Shareholder of any obligations contained in this Agreement will cause Matthews and Oszlak to sustain injury for which they would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and each Shareholder will waive, in any action for specific performance, interlocutory, preliminary and permanent injunctive relief and/or any other equitable relief, the defence of adequacy of a remedy at law and any requirement for the securing or posting of any bond in connection with the obtaining of any such relief.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other related costs and expenses whatsoever and howsoever incurred.

5.14 Counterparts

This Agreement may be executed in any number of counterparts. Each executed counterpart will be deemed to be an original. All executed counterparts taken together will constitute one agreement.

To evidence the fact that a party hereto has executed this Agreement, such party may send a copy of its executed counterpart to the other parties hereto by Electronic Transmission and if sent by email, in Portable Document File (PDF) format. That party will be deemed to have executed this Agreement on the date it sent such Electronic Transmission.

5.15 Independent Legal Advice

Each Shareholder acknowledges that:

(a) the Shareholder has read this Agreement in its entirety, understands this Agreement and agrees to be bound by its terms and conditions;
(b) the Shareholder has been advised to seek independent legal advice with respect to the Shareholder executing and delivering this Agreement and has received such advice or has, without undue influence, elected to waive the benefit of any such advice; and
(c) the Shareholder is entering into this Agreement voluntarily.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

2190956 ONTARIO LTD.

By: (signed) Daniela Timoteo Name: Daniela Timoteo Title: Authorized Signing Officer

(signed) Daniela Timoteo DANIELA TIMOTEO

(signed) James Matthews JAMES MATTHEWS

(signed) Eli Oszlak ELI OSZLAK

[Signature Page – Voting and Support Agreement]

APPENDIX “A”

Subject Securities

Name of Shareholder	Address and Email of Shareholder	Number and Type of Armada Securities held, directly or indirectly, by Shareholder	Encumbrances
Daniela Timoteo	[Redacted] Email [Redacted]	2,284,108Common Shares	None
2190956 Ontario Ltd.	[Redacted] Email [Redacted]	1,195,557 Common Shares	None