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Avante Corp. M&A Activity 2022

Feb 17, 2022

45900_rns_2022-02-17_b6b200f8-dcc2-497f-bac5-5a5522cdca1d.pdf

M&A Activity

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February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Craig Campbell (the “ Shareholder ”), understand that SSC Security Services Corp. (the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the “ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution, or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection with the Arrangement and in

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any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Craig Campbell Craig Campbell

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Craig Campbell 3,080,600 800,000

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Stephen Rotz (the “ Shareholder ”), understand that SSC Security Services Corp. (the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the “ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution, or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection with the Arrangement and in

2

any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Stephen Rotz Stephen Rotz

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Stephen Rotz 100,000 200,000

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Carol Osler (the “ Shareholder ”), understand that SSC Security Services Corp. (the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the “ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution, or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection with the Arrangement and in

2

any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Carol Osler Carol Osler

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Carol Osler 33,000 -

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Scott Goodman (the “ Shareholder ”), understand that SSC Security Services Corp. (the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the “ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution, or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact, voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection with the Arrangement and in

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any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Scott Goodman Scott Goodman

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Scott Goodman - 200,000 Penny Goodman 1,200 -

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Han Koren (the “ Shareholder ”), understand that SSC Security Services Corp.(the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the“ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution,or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact,voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection withthe Arrangement and in

2

any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Han Koren

Han Koren

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Han Koren 5,000 50,000

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Joseph Leeder (the “ Shareholder ”), understand that SSC Security Services Corp.(the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the“ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution,or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

1

  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact,voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection withthe Arrangement and in

2

any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Joseph Leeder

Joseph Leeder

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Joseph Leeder 72,250 30,000

February 8, 2022

SSC Security Services Corp. 300 - 1914 Hamilton Street Regina, Saskatchewan S4P 3N6

Dear Sirs/Madams:

Re: Support and Voting Agreement

All capitalized terms used but not otherwise defined in this Support and Voting Agreement (the “ Agreement ”) shall have the respective meanings ascribed to them in the Arrangement Agreement.

I, Samuel L. Duboc (the “ Shareholder ”), understand that SSC Security Services Corp.(the “ Purchaser ” or “ you ”), and Avante Logixx Inc. (the “ Company ”) wish to enter into an arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) contemplating an arrangement (the “ Arrangement ”) of the Company under section 182 of the Business Corporations Act (Ontario), which will result in, among other things, the Purchaser acquiring all of the common shares (“ Shares ”) of the Company. I am, or one of my affiliates or associates is the registered or beneficial owner of that number of Shares (the “ Holder Shares ”), and/or Company Options (collectively with the Holder Shares, the“ Holder Securities ”) set forth on Schedule “A” attached to this Agreement.

I hereby agree, solely in my capacity as securityholder and not in my capacity as an officer and/or director of the Company, from the date hereof until the termination of this Agreement in accordance with its terms:

  • (a) to vote or to cause to be voted the Holder Shares, and any other Shares, or other securities of the Company directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any Shares issued upon the exercise or settlement of Company Options), if any, (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the meeting of shareholders of the Company held to consider it, or any adjournment or postponement thereof; and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;

  • (b) not to grant or agree to grant any proxy, power of attorney or other right to vote the Holder Shares, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of the Company, including the meeting of shareholders to approve the Arrangement Resolution,or the giving of any consents or approvals of any kind with respect to the Holder Shares, in each case other than pursuant to this Agreement;

  • (c) not to requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;

  • (d) to deliver or to cause to be delivered to the Company, as soon as practicable, and in any event at least ten (10) Business Days prior to the date of the Company Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement, instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by the Company in the information circular in connection with the meeting of shareholders of the Company at which the Arrangement Resolution will be voted on or any adjournment or postponement thereof and not to take, nor permit any Person on my behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which I might have;

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  • (e) not to, directly or indirectly, exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of the Holder Shares in connection with the Arrangement;

  • (f) except in my capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore with respect to any potential Acquisition Proposals, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

  • (g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder Securities or any interest therein other than in connection with the Arrangement. This paragraph (g) shall not prohibit a transfer of Holder Securities by the Shareholder to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family; provided that, a transfer referred to in this sentence shall be permitted only if, as a pre-condition to such transfer, the transferee shall have agreed on terms satisfactory to the Purchaser, acting reasonably, to be bound by this Agreement in the same manner as the Shareholder.

Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Company. Nothing contained in this Agreement shall limit or affect any actions I may take in my capacity as a director or officer of the Company or limit or restrict in any way the exercise of my fiduciary duties as director or officer of the Company including, without limitation, responding in my capacity as a director or officer of the Company to a written Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, subject to compliance with the terms of the Arrangement Agreement.

I hereby represent and warrant that:

  • (a) I am the sole registered and/or beneficial owner of the Holder Securities as set out in Schedule “A” attached to this Agreement, with good and marketable title thereto free and clear of any and all encumbrances, mortgages, charges, pledges, security interests, liens, adverse claims and demands or rights of others of any nature or kind whatsoever, and I have the sole and exclusive right to vote (in the case of Holder Shares) and sell (in the case of transferable Holder Securities) all of the Holder Securities, and, other than pursuant to this Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney in fact,voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind;

  • (b) except for the Arrangement Agreement, 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 from the undersigned of any of the Holder Securities or any interest therein or right thereto;

  • (c) the only securities of the Company beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; and

  • (d) there is no claim, action, audit, investigation, lawsuit, arbitration, mediation or other proceeding in progress or pending or, to my knowledge, threatened, against or otherwise affecting me which could reasonably be expected to impair my ability to deliver this Agreement and to perform my obligations contemplated hereby.

I agree that the details of this Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection withthe Arrangement and in

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any material change report or regulatory filing prepared by the Company or the Purchaser in connection with the execution and delivery of this Agreement and I further agree to this Agreement being made publicly available, including by filing on SEDAR, in accordance with applicable Securities Laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement or the Arrangement Agreement, I will not make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.

This Agreement shall terminate and be of no further force and effect upon the earliest of:

  • a) the termination of the Arrangement Agreement in accordance with its terms;

  • b) the Purchaser, without the prior written consent of the undersigned changing the amount or form of Consideration set out in the Arrangement Agreement other than to add additional consideration;

  • c) the mutual agreement in writing of the undersigned and Purchaser; or

  • d) the Effective Time.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement shall be binding upon the Purchaser and the undersigned and upon their respective heirs, legal representatives, successors and permitted assigns (as applicable), provided that no party hereto may assign, delegate or otherwise transfer any of their respective rights, interests or obligations under this Agreement without the prior written consent of the other.

I acknowledge that I: (a) have read this Agreement in its entirety, understand it and agree to be bound by its terms and conditions; (b) have been granted the opportunity to ask questions of, and to receive answers from, the Company’s legal counsel concerning the terms and conditions of this Agreement; (c) have been advised to seek independent legal advice with respect to the execution and delivery of this Agreement and have received such advice or have, without undue influence, elected to waive the benefit of any such advice; and (d) am entering into this Agreement voluntarily.

The Parties agree that if this Agreement is breached by a Party, or if a breach by a Party of this Agreement is threatened, the other non-breaching Parties would suffer irreparable harm for which monetary damages may be an inadequate remedy, and therefore, without limiting any other remedy available under applicable Laws or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof, shall be available to the non-breaching Parties, and any requirement for the security or posting of any bond in connection with the obtaining of such injunctive or equitable relief or specific performance is hereby waived.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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Yours truly,

(s) Samuel L. Duboc

Samuel L. Duboc

Signature Page to the Support and Voting Agreement

SSC SECURITY SERVICES CORP.

Per: (s) Doug Emsley Name: Doug Emsley Title: Chairman & CEO

Signature Page to the Support and Voting Agreement

SCHEDULE A A HOLDER SECURITIES

Name of Holder Company Shares Company Options Samuel L. Duboc 250,000 -