Execution version

The Sellers and Baylin Technologies Inc.

Share purchase agreement regarding Kaelus AB

28 November 2025

VINGE

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Background ... 4
Definitions and interpretation ... 5
Sale and purchase ... 14
Purchase Price ... 14
Conditions Precedent ... 16
Closing ... 19
Warranties of the Sellers ... 22
Warranties of the Buyer ... 41
Covenants ... 43
Indemnification ... 49
Sellers' Representative ... 54
Confidentiality ... 55
Announcements ... 56
Costs and expenses ... 56
Entire agreement ... 56
Amendments and waivers ... 56
Notices ... 56
Assignments ... 58
Partial invalidity ... 58
Governing law and disputes ... 59

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APPENDICES

Appendix (1) Sellers, allocation of Shares and Purchase Price Allocation

Appendix 1.3 Subsidiaries

Appendix 2.1AC Accounts

Appendix 2.1EB Equity Bridge

Appendix 2.1IP Company IPR

Appendix 2.1LA Forms of Lock-up Agreements

Appendix 2.1LBA Locked Box Accounts

Appendix 2.1MA Material Agreements

Appendix 7.1 Data Room Documents

Appendix 7.11.3 Fixed Assets

Appendix 10.2.1 R&W Insurance Policy

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Share purchase agreement

This share purchase agreement is entered into on the date hereof by and between:

(1) The Persons (other than InnKap and Mats Gustavsson) whose names and addresses are set out in Appendix (1) (together, the “Minority Sellers” and each, a “Minority Seller”);

(2) Mats Gustavsson, personal ID. No [Redacted – personal information], with registered address at [Redacted – personal information];

(3) InnKap 4 Admin AB, Reg. No. 559385-3921, incorporated under the laws of Sweden with registered address at c/o Convendum, Box 3116, 400 10, Göteborg, Sweden (“InnKap”); and

(4) Baylin Technologies Inc., Reg. No. 2389359, incorporated under the laws of Ontario, Canada with registered address at 181 Bay Street, Suite 1800, Toronto, Ontario M5J 2T9 (the “Buyer”).

The parties listed under (2) and (3) are hereinafter each referred to as a “Majority Seller” and collectively as the “Majority Sellers”, and are jointly with the Minority Sellers referred to as the “Sellers”. All parties listed under (1) to (4) are hereinafter each referred to as a “Party” and collectively as the “Parties

1 Background

1.1 Kaelus AB, Reg. No. 556055-5939, having its registered address at Enhagsslingan 2, 187 40 Täby, Sweden (the “Company”), has a share capital of SEK [Redacted – commercially sensitive information] divided into 429,657 shares (the “Shares”).

1.2 The Sellers own all of the Shares as set forth in Appendix (1).

1.3 The Company directly owns 100 per cent of the shares in the corporations listed in Appendix 1.3 (the “Subsidiaries”).

1.4 In order to limit the Sellers’ liability post-Closing and to facilitate an efficient process and coverage in the event of inaccuracies in the Warranties (as defined below), the Parties have arranged for an R&W Insurance Policy (as defined below) in the name of the Buyer with the cost of the insurance (up to SEK 1,500,000) to be borne by the Sellers and deducted from the Purchase Price in accordance with Section 4.1.1, without the possibility of any recourse against the Sellers (other than as set out in Section 10.2.2 and 10.2.3), on the terms and conditions set forth in the R&W Insurance Policy attached hereto as Appendix 10.2.1.

1.5 The Sellers agree to sell and the Buyer agrees to purchase the Shares on the terms and conditions in this Agreement (the "Transaction").

2 Definitions and interpretation

2.1 In addition to the capitalised terms defined above and, unless otherwise defined in this Agreement, capitalised terms shall have the following meaning:

"Accounting Principles" means the accounting principles (including rules, policies, practices, procedures and methods), which are in accordance with Applicable Laws and generally accepted accounting principles in the country of incorporation of the relevant Group Company, applied in the preparation of the Accounts and consistently applied by the relevant Group Company during the current and the two preceding financial years, as further set forth and described in the Accounts;

"Accounts" means the audited annual accounts of the Company combined with the consolidated audited annual accounts of the Group, and the audited (as applicable) annual accounts of each Group Company (excluding Kaelus Inc.) for the financial year ended on the Accounts Date, in each case prepared in accordance with the Accounting Principles and attached hereto as Appendix 2.1AC;

"Accounts Date" means 31 December 2024;

"Affiliate" means, with respect to any Person (i) a closely related Person (Sw. närstående) as set out in Chapter 21, Section 1 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), (ii) any other Person directly or indirectly Controlled by or under common Control with the first-mentioned Person, (iii) any Person being Controlled by or under the common Control of the same Person that directly or indirectly Controls or jointly Controls the first-mentioned Person, and (iv) any other Person directly or indirectly Controlling or jointly Controlling such first-mentioned Person provided that, in each case, the Group Companies will not be deemed Affiliates of any Seller following the Closing and no Person directly or indirectly Controlling the Buyer, nor any other Person directly or indirectly Controlled by such aforementioned Person, shall be deemed an Affiliate of the Buyer;

"Agreement" means this share purchase agreement, including all appendices attached to it;

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"Applicable Laws" means, in respect of any Person, any law, regulation, rule, order, judgement or other legally binding requirement or rule of any governmental authority in any jurisdiction applicable from time to time to such Person;

"Bring Down of Disclosures" means a review of the Warranties given or repeated at Closing on the day prior to Closing by the individuals referred to in the definition "Sellers' Knowledge" to identify any facts or circumstances which have occurred between the Signing Date and the Closing Date constituting a breach of any of the Warranties given or repeated at Closing;

"Business" means the Group Companies' business of developing, manufacturing, selling and supplying solutions for the telecommunications industry, including, but not limited to, antenna solutions and systems, radio frequency products and related test and measurement equipment;

"Business Day" means a day when banks are open for general banking business in Sweden and Ontario (Canada), other than for internet banking services only;

"Buyer Filings" means all documents publicly filed by or on behalf of the Buyer on SEDAR+ since January 1, 2024 and before the date thereof;

"Buyer Representatives" means [Redacted – personal information], who each has been engaged in the Due Diligence or negotiations, or otherwise been involved in the discussions leading up to this Agreement;

"Cash Profit Compensation" means an amount corresponding to SEK 42,299 multiplied by the actual number of days from (but excluding) the Locked Box Date up to and including the Closing Date;

"Cash Purchase Price" has the meaning set out in Section 4.2.1;

"Claim" means a claim made by the Buyer against the Sellers, or any of the Sellers, in respect of any breach of the Warranties under this Agreement;

"Closing" means the completion of the Transaction as set out in Section 6;

"Closing Date" means the date occurring 10 Business Days from the date on which (i) the Conditions Precedent (excluding 5.1(b)), and (ii) the Financing Condition, have been fulfilled or waived, or such other date as the Parties may agree on in writing;

"Common Shares" means the common shares in the capital of the Buyer;

"Company IPR" means the intellectual property rights listed in Appendix 2.1IP;

"Conditions Precedent" has the meaning set out in Section 5.1;

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"Confidential Information" means information of any kind or nature, whether disclosed in writing, orally, electronically or by other means, including the entering into or the performance of this Agreement, unless publicly disclosed, the terms and conditions of this Agreement and information obtained as a result of entering into or performing the obligations pursuant to this Agreement, including, but not limited to, information provided for the purpose of the Conditions Precedent, financial information, trade secrets, customer lists and other information regarding a Party, a Party's Affiliate and any of the Group Companies (in relation to the Sellers, after Closing; and in relation to the Buyer, prior to Closing), provided that such information is not known to the general public;

"Consideration Shares" means the Common Shares which shall be issued to all Sellers, except for InnKap, as provided in this Agreement and as set out beside the name of each such Seller in Appendix (1);

"Control" means the possession, directly or indirectly, of the power to direct or influence the direction of the management or policies of a Person, whether through ownership or otherwise, and the terms "Controlling" and "Controlled" shall have a correlative meaning;

"Cut-Off Time" means CET 17.00 two Business Days prior to the Signing Date;

"Data Room" has the meaning set out in Section 7.1, the content of which is included on the USB stick (one copy for the Sellers' Representative, on behalf of the Sellers, and three copies for the Buyer), which will be delivered by the Sellers' Representative to the Buyer as soon as practically possible after the Signing Date together with a confirmation from Datasite LLC that no content has been added to the Data Room after the Cut-Off Time;

"Deferred Payment" means an amount of SEK 27,920,834 plus the Remaining Equity (if any);

"Deferred Payment Date" has the meaning set out in Section 4.3.3;

"Due Diligence" has the meaning set out in Section 7.1;

"Equity Bridge" means the EV to equity bridge attached hereto as Appendix 2.1EB;

"Encumbrance" means any option, lien, mortgage, pledge, right of pre-emption, retention of title, security interest, set-off, counterclaim or any other encumbrance of any kind or any agreement or arrangement having similar effect;

"Existing Financial Arrangements" means the Company's undrawn overdraft facility with Skandinaviska Enskilda Banken AB;

"Fairly Disclosed" means fairly disclosed in the Data Room or this Agreement in such manner and relevant context and detail so that, on a review of the relevant document, a reasonable buyer, given the context of the disclosure, would be able to identify the existence of a specific fact, matter, occurrence, circumstance or other information and be in a position to make a reasonably informed assessment of (i) whether such fact, matter, occurrence, circumstance or other matter constitutes a breach of any of the Sellers' Warranties, and (ii) to a reasonable extent assess the relevant impact and consequences thereof, in each case without the need to draw conclusions from any unrelated documents or materials;

"FDI" means foreign direct investment;

"FDI Approval" means the receipt of necessary clearances or approvals, by the FDI Authority in respect of the FDI Notification (including, inter alia, a declaration from the FDI Authority that they have no jurisdiction or have decided or declared that a notification of the Transaction is not required) or if applicable, and having the same effect, the expiry of the applicable time limits—without any suit, investigation or proceeding having been initiated;

"FDI Authority" means FDI Authority in Finland;

"FDI Notification" means a FDI notification to the FDI Authority;

"Financing Condition" has the meaning set out in Section 5.4;

"Fundamental Warranties" means the Warranties set out in Sections 7.4, 7.5 and 7.6;

"Group Companies" means the Company and the Subsidiaries, collectively, and "Group Company" means any of them;

"InnKap" has the meaning set out under subsection (3) in the introduction to this Agreement;

"InnKap Payment Amount" has the meaning set out in Section 4.2.1(c)(i);

"Intellectual Property" means inventions, patents, trademarks, designs, database rights, confidential and proprietary information such as trade secrets and know-how, copyrights (including copyrights in software), business names, trade names, domain names and any other similar rights in any country, whether registered or unregistered, including applications for any of the foregoing and all rights under licenses and consents in relation to the foregoing;

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"Key Employees" means [Redacted – personal information];

"Known Leakage" has the meaning set out in Section 4.2.4;

"Leakage" means to the extent any of the following occurred in, or is attributable to, the period between the Locked Box Date (excluding) and the Closing Date (including):

(a) any transfer of value, paid or incurred, whether in cash or in kind or otherwise, as defined in Chapter 17, Section 1 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), from a Group Company, including, but not limited to, dividend payments, distribution of profits, redemption, repurchase or repayment of shares, and return of capital;

(b) any assets transferred, liabilities assumed, indemnified, waived or incurred, paid or made or agreed to be made, as applicable, by any Group Company to (or for the benefit of) any Seller or any Seller's Affiliate, or any waiver, deferral, release or discount by a Group Company of any claims or amount owed by a Seller or a Seller's Affiliate;

(c) any bonus, remuneration or other payment paid, payable or incurred by any Group Company to any director or employee of any Group Company as a direct result of the Transaction, including any exit or Transaction bonus payments, or payment of any nature paid, payable or incurred by any Group Company relating to brokerage or finder's fees or any other professional fees, expenses or other costs relating any broker, adviser or consultant, including, but not limited to, legal advisors and investment bankers, of the Sellers in connection with, or as a result of, the Transaction, including, but not limited to, any payment of transaction costs (including adviser fees);

(d) any other direct or indirect payments incurred, declared, paid or made by any Group Company to, or for the benefit of, any Seller or any Seller's Affiliate, including, but not limited to, payments in respect of any share capital or other securities (including any loan notes, convertibles or similar securities) other than salary, bonuses and consultancy fees pursuant to agreements that have been Fairly Disclosed or paid in the Ordinary Course of Business (for the avoidance of doubt, all items referred to in paragraph (c) shall in all circumstances constitute Leakage and shall not be excluded from the definition of Leakage by virtue of this paragraph (d));

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(e) any agreement or arrangement or undertaking by the Group Companies to do any of the matters referred to in the foregoing;

(f) any Taxes paid, payable, attributable, incurred or assumed by a Group Company as a result of any of the matters referred to in the foregoing;

in each case with regard taken to the corporate income tax shield, deductible or any other tax effects that the Group actually benefits from as a result of any of the matters referred to above when determining the amount of Leakage and in each case without any double-counting and excluding for the avoidance of doubt any Permitted Leakage;

"Locked Box Accounts" means the consolidated accounts of the Company, as of and for the period 1 January 2025 up to and including the Locked Box Date, which have been reviewed in accordance with ISRE 2410 'Review of Interim Financial Information performed by the independent auditor of the entity' (Sw. Översiktlig granskning av finansiell delårsinformation utförd av företagets valda revisor), attached hereto as Appendix 2.1LBA;

"Locked Box Date" means 30 June 2025;

"Lock-up Agreements" means the lock-up agreements substantially in the forms attached hereto as Appendix 2.1LA;

"Loss" means any direct and/or any reasonably foreseeable indirect loss, damage, cost or expense (in each case including any Taxes and reasonable adviser costs) actually incurred by the Buyer and/or any Group Company as a result of a breach of the Warranties or any of them;

"Material Agreements" means the agreements listed in Appendix 2.1MA;

"Majority Sellers" has the meaning set out in the introduction to this Agreement;

"Minority Sellers" has the meaning set out under subsection (1) in the introduction to this Agreement;

"Ordinary Course of Business" means the ordinary course of business of the Group Companies/any relevant Group Company, as applicable, in accordance with past practice;

"Paying Agent" means SRS Acquiom Inc;

"Permitted Leakage" means the following payments, to the extent such occurred in the period between the Locked Box Date (excluding) and the Closing Date (including):

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(a) payment for which specific provision has been made in the Locked Box Accounts, however, only up to such amount as specifically included in the Locked Box Accounts, or payment which has been specifically included in the Equity Bridge;

(b) directors' fees (including expenses) incurred, payable or paid to any Seller or Seller's Affiliate being an employee, director, consultant, officer or non-executive director of any Group Company in the Ordinary Course of Business pursuant to service agreements with or corporate resolution of any Group Company that have been Fairly Disclosed;

(c) salary, bonuses and consultancy fees which are payable or paid to the Sellers or any of their Affiliates in the Ordinary Course of Business pursuant to any current agreements with or corporate resolution of any Group Company that has been Fairly Disclosed;

(d) a dividend by the Company to the Sellers in an amount of up to (but not exceeding) SEK 49,376,000, in aggregate; and

(e) any other payments otherwise expressly permitted or provided for under this Agreement, or which the Buyer has expressly approved in writing;

in each case when determining the amount of Permitted Leakage, any Tax effects (including actual Tax payable or deductible or other Tax liability or benefit resulting from any such payment, waiver or other action), arising, incurred or payable by a Group Company shall be taken into account and adjust such amount accordingly.

"Person" means any individual or corporation, legal entity, partnership, association, trust or any other body, entity or organisation of any kind, including any government, governmental or public entity;

"Purchase Price" has the meaning set out in Section 4;

"Purchase Price Allocation" has the meaning set out in Section 4.2.3;

"R&W Insurance Policy" has the meaning set out in Section 10.2.1;

"R&W Insurance Provider" means QBE Underwriting Limited (Syndicate 1886), 30 Fenchurch Street, London EC3M 3BD, United Kingdom;

"Remaining Purchase Price" has the meaning set out in Section 4.2.1;

"Securities Laws" means, collectively, securities Applicable Laws of each of the provinces and territories of Canada and the regulations and rules made under those

securities Applicable Laws, together with all applicable published policy statements, blanket orders and rulings of the Securities Regulators and all discretionary orders or rulings, if any, of the Securities Regulators made in connection with the Transaction;

"Securities Regulators" means the applicable securities commission or equivalent securities regulatory authorities in each of the provinces and territories of Canada;

"SEK" means the currency Swedish krona;

"Sellers' Knowledge" means the actual personal knowledge of each of [Redacted – personal information] on the Signing Date or the Closing Date (as applicable), or what they reasonably would have known after due and careful inquires with the Key Employees at such time;

"Sellers' Representative" means Mats Gustavsson, who has been separately granted authority by the Sellers to represent them in matters relating to this Agreement (and, for the avoidance of doubt, such right to represent all Sellers shall exist whether or not the term "Sellers' Representative" definition is used or "Representatives of the Sellers" or "on behalf of the Sellers" or any similar expression is used in the specific provisions set out in this Agreement, unless it has been explicitly specified in a particular provision in this Agreement that no such right to represent shall exist);

"Signing Date" means the date of this Agreement;

"Subsidiaries" has the meaning set out in Section 1.3;

"Surviving Provisions" means the provisions in Sections 2 (Definitions and interpretation), 12 (Confidentiality), 13 (Announcements), 14 (Costs and expenses), 16 (Amendments and waivers), 17 (Notices), 18 (Assignment) and 20 (Governing law and disputes);

"Taxes" means all direct and indirect taxes and charges, social security fees, fees, duties, customs, withholdings, penalties, surcharges and other assessments imposed by any governmental authority, including, but not limited to, any income tax, sales tax, use tax, transfer tax, transaction tax, investment tax, capital tax, real property tax, value added tax, withholding tax, employment tax, asset holding tax or registration tax, preliminary tax under the Swedish Tax Procedure Act (Sw. skatteförfarandelagen), or the equivalent legislation in any relevant jurisdiction, or any amendments or replacements thereof, and deferred taxes, wherever arising, together with any interest, penalties, residual tax charges or addition to tax;

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"Third Party Claim" means any claim by a third party (including tax and other authorities) against any of the Group Companies provided that such claim entitles the Buyer to make a Claim pursuant to this Agreement;

"Transfer Agent" means Computershare Trust Company of Canada;

"TSX" means the Toronto Stock Exchange;

"TSX Approval" means the conditional approval of the TSX for the Transaction, including the listing and posting for trading on the TSX of the Consideration Shares, subject only to customary post-closing conditions as specified by the TSX; and

"Warranties" means the warranties (Sw. garantier) of the Sellers set out in Section 7.

2.2 In this Agreement, save where the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) references to any statutory or regulatory provision shall include such provision (as amended from time to time) whether before, on or after the Signing Date and shall further include all statutory or regulatory instruments or orders from time to time made pursuant thereto;

(d) if a period of time is specified and dates from a given day or the day of an act or event, it shall be calculated exclusive of that day (unless otherwise provided for);

(e) a reference to a balance sheet or profit and loss statement or the Accounts or Locked Box Accounts shall include a reference to any note forming part of it;

(f) headings are for convenience only and shall not affect the interpretation; and

(g) the term "including" and other similar expressions shall be non-exclusive and hence be read as "including but not limited to".

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3 Sale and purchase

3.1 Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell all of its respective Shares to the Buyer and the Buyer agrees to purchase from the Sellers, the Shares together with all rights attached to them.

3.2 Upon completion of the Closing, title to the Shares shall be transferred to the Buyer, free and clear from any Encumbrances (except for post-transfer purchase right in the articles of association of the Company).

3.3 Each Seller hereby waives any right of redemption, pre-emption, first refusal (Sw. förköpsrätt) or post-transfer purchase right (Sw. hembudsrätt) that it may have with respect to the Shares and any right to acquire any Shares under any shareholders’ agreement, warrant agreement, any option, articles of association or similar arrangement.

4 Purchase Price

4.1 Calculation of Purchase Price

4.1.1 The purchase price payable at Closing by the Buyer to the Sellers for the Shares (the “Purchase Price”) shall be an amount corresponding to the aggregate of:

(a) SEK 304,964,178, calculated in accordance with the Equity Bridge (equity value less the cash distribution); plus

(b) the Cash Profit Compensation; less

(d) the cost of the R&W Insurance Policy (to the extent not exceeding SEK 1,500,000).

4.2 Satisfaction of Purchase Price

4.2.1 The Purchase Price shall be satisfied in accordance with the following:

(a) a SEK amount equivalent to approximately 50 per cent of the Purchase Price, which will be further specified in the final version of Appendix 2.1EB (Equity Bridge) to be updated immediately prior to the Closing Date, less the Deferred Payment, to be paid in cash (the “Cash Purchase Price”);

(b) the Deferred Payment to be paid in accordance with Section 4.3.3; and

(c) an amount corresponding to the Purchase Price less the Cash Purchase Price less the Deferred Payment (the “Remaining Purchase Price”) which shall be satisfied by way of:

(i) a SEK amount equivalent to InnKap’s pro rata shareholding in the Company, as further set out in Appendix (1), multiplied by the Remaining Purchase Price to be paid in cash to InnKap (the “InnKap Payment Amount”); and

(ii) an amount corresponding to the Remaining Purchase Price less the InnKap Payment Amount to be paid in Consideration Shares.

4.2.2 If the calculation of the Consideration Shares in Section 4.3.1, results in fractional shares (i.e. not whole shares and not issuable), the value of such fractional shares shall increase the Cash Purchase Price and the fractional shares shall be eliminated with the result that the number of Consideration Shares will be rounded down to the nearest whole number.

4.2.3 The amount of the Cash Purchase Price payable to each Seller and number of Consideration Shares issuable to each Seller (other than InnKap), shall be determined based on such Seller’s respective pro rata shareholding in the Company, as further set out in Appendix (1) (the “Purchase Price Allocation”) and paid in accordance with Section 4.3.1.

4.2.4 No later than five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver by e-mail to the Buyer, a statement setting out (i) the amount of, and describing, any known Leakage (“Known Leakage”), if any, and the allocation of the Known Leakage between the Sellers, or, alternatively, a confirmation that no Known Leakage has occurred, (ii) the Cash Profit Compensation accrued as per the Closing Date, and (iii) on the basis of the foregoing, a revised Purchase Price Allocation together with updated and final versions of Appendix 2.1EB (Equity Bridge) and Appendix (1) (Sellers, allocation of Shares and Purchase Price Allocation).

4.3 Payment of the Purchase Price

4.3.1 At the Closing, the Buyer shall pay the Purchase Price to the Sellers as follows:

(a) by issuing to all Sellers, other than InnKap, the aggregate number of Consideration Shares set out in Appendix (1), which shall be equal to the quotient of (x) and (y), where (x) is equal to the Remaining Purchase Price less the InnKap Payment Amount, and (y) is equal to the volume-weighted average trading price of the Common Shares on the TSX for the 30 trading

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days ending on the date that is two (2) Business Days prior to the Signing Date, in accordance with the pro rata allocation set out in Appendix (1) and in accordance with Section 6.1.1(a)(ii); and

(b) by paying to the Paying Agent (on behalf of the Sellers) in immediately available funds (without any set-off, deduction or counterclaim) the Cash Purchase Price.

4.3.2 The Buyer shall have the right, but not the obligation, to pay the InnKap Payment Amount (in whole or in part) in cash at Closing or at any time within six (6) months following the Closing Date, at the Buyer's sole discretion. Any unpaid portion of the InnKap Payment Amount shall automatically become due and payable in full in cash on the date falling six (6) months after the Closing Date. Following such date, default interest shall accrue daily on any outstanding amount of the InnKap Payment Amount at a rate of 15 per cent per annum. All accrued interest shall be repaid together with the principal outstanding amount of the Loan. If the InnKap Payment Amount is paid on the Closing Date, the payment shall be made to the Paying Agent together with the Cash Purchase Price. If the InnKap Payment Amount is paid after the Closing Date, the payment shall be made to an account designated by InnKap.

4.3.3 The Deferred Payment shall be paid to the Sellers in full no later than ten (10) Business Days after the date on which the Company's annual accounts for the financial year ending 31 December 2025 have been formally adopted by the shareholders' meeting of the Company (the "Deferred Payment Date"). The Deferred Payment shall accrue interest at a rate of five (5) per cent per annum calculated on a daily basis from (and including) the Closing Date until (and excluding) the Deferred Payment Date. The Deferred Payment, together with any accrued interest, shall be paid by the Buyer to the Paying Agent on the Deferred Payment Date. The Buyer shall bear the cost of the Paying Agent in respect of the Deferred Payment.

4.3.4 The Purchase Price Allocation among the Sellers is a matter for the Sellers (and not the Buyer) and payment by the Buyer in accordance with Section 4.3.1 shall constitute the due fulfilment and discharge of the Buyer's obligation to pay the Purchase Price in relation to all.

5 Conditions Precedent

5.1 The respective obligations of the Parties to complete the Transaction shall be subject to the following conditions:

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(a) receipt of the FDI Approval;
(b) no action or proceeding being pending or threatened by any Person to restrain or prohibit the Transaction, including the issuance of the Consideration Shares;
(c) receipt of TSX Approval;
(d) approval by the holders of Common Shares of the Buyer of the Transaction in accordance with the TSX Approval; and
(e) written consents from each of (i) [Redacted – commercially sensitive information], (ii) [Redacted – commercially sensitive information], and (iii) [Redacted – commercially sensitive information], to the change of control of the Company and the Subsidiaries resulting from the Transaction, and together with (iv) [Redacted – commercially sensitive information] confirmation that they do not expect or intend to make any material adverse changes to their commercial relationships with the Group, including as a result of the Transaction.

The items listed in Section 5.1 are jointly referred to as the "Conditions Precedent", each a "Condition Precedent".

5.2 FDI Approval

5.2.1 The Buyer shall take commercially reasonable measures to obtain the FDI Approval as soon as possible and, in any event, prior to the date specified in Section 5.5.1. The Buyer shall submit a complete FDI Notification to the FDI Authority no later than three (3) Business Days from the Signing Date. The Buyer shall respond promptly to all inquiries made by the FDI Authority and shall supplement the FDI Notification as requested by the FDI Authority.

5.2.2 The Sellers shall promptly provide, and shall procure that the Group Companies promptly provide, all information about the Group and the Business reasonably necessary for the Buyer to prepare the FDI Notification and shall give the Buyer such reasonable assistance as may be required for the submission of the FDI Notification (including, but not limited to, providing any information and data necessary to prepare such notification and respond to any subsequent information request from the FDI Authority).

5.2.3 All costs and expenses relating to the preparation and submission of the FDI Notification and subsequent proceedings (including filing and advisors' fees) shall be borne by the Buyer, save for any costs of the Sellers due to the Sellers' Representative's and its advisors potential participation pursuant to Section 5.2.4.

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5.2.4 The Buyer shall provide the Company with the FDI Notification and any other material submissions to the FDI Authority prior to submission and allow the Company a reasonable opportunity to comment on such documents, keep the Sellers' Representative informed of the developments pertaining to the FDI Approval and shall promptly (and in any event within two (2) Business Days after receipt) provide the Sellers' Representative with copies of any material notifications, submissions or other documentation submitted to and any correspondence from or with the FDI Authority, however, that any disclosures containing or otherwise relating to information that qualifies as highly confidential information may be redacted and instead exchanged between the Buyer's and the Sellers' external legal advisors on a counsel-to-counsel only basis.

5.3 TSX Approval

5.3.1 Promptly following the Signing Date, the Buyer shall apply for and use commercially reasonable efforts to obtain the TSX Approval and shall diligently pursue the TSX Approval as promptly as reasonably practicable.

5.3.2 All costs and expenses relating to the preparation and submission of the TSX Approval and subsequent proceedings (including filing and advisors' fees) shall be borne by the Buyer.

5.3.3 The Buyer shall provide the Sellers' Representative with a reasonable opportunity to review and comment on any applications or materials to be provided to the TSX by the Buyer prior to filing such materials with the TSX in order to allow the Sellers' Representative to provide any non-binding comments which it may have.

5.4 Financing Condition

5.4.1 In addition to the Conditions Precedent, the Buyer's obligation to complete the Transaction is subject to the condition that it raises from third parties (in the form of debt or equity or some combination of the two) an amount in cash sufficient to pay the Cash Purchase Price, to repay in full all outstanding indebtedness owed to its principal lender, Royal Bank of Canada, and to pay all third-party expenses associated with the Transaction and the financing, including those of its legal and financial advisors (the "Financing Condition"). The Buyer shall keep the Sellers' Representative reasonably informed in relation to fulfilling the Financing Condition.

5.4.2 The Buyer shall use commercially reasonable effort to satisfy the Financing Condition as soon as reasonably practicable following the Signing Date, taking

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into account all relevant circumstances, including the requirements of lenders and equity investors and the TSX or other regulators.

5.5 Non-fulfilment, termination and remediation

5.5.1 If (a)(i) the Conditions Precedents have not been fulfilled on or before the date falling four (4) months from the Signing Date, or (a)(ii) it is clear that a Condition Precedent will not be fulfilled on or before the date falling four (4) months after the Signing Date (e.g. if the relevant authority has prohibited the Transaction) or (b)(i) the Financing Condition has not been fulfilled on or before the date falling two (2) months from the Signing Date or (b)(ii) it is clear that the Financing Condition cannot be fulfilled on reasonable commercial terms acceptable to the directors of the Buyer on or before the date falling two (2) months after the Signing Date, the Sellers' Representative (on behalf of all Sellers) and the Buyer shall be entitled, in their sole discretion, to terminate this Agreement by giving the other Party written notice thereof. Neither the Buyer nor the Sellers shall be entitled to any compensation, damages or claim of any kind due to this Agreement being terminated in accordance with this Section 5.5.1, except for compensation due to breach of this Agreement by a Party prior to such termination.

5.5.2 In addition to any rights or obligations that may be accrued and outstanding in respect of losses, damages, costs or expenses for non-performance of a Party's obligations under this Agreement, the Surviving Provisions shall survive any termination of this Agreement pursuant to this Section 5.5.

6 Closing

6.1 Closing shall primarily take place virtually, with any matters to be carried out requiring the physical presence of individuals taking place at the offices of Advokatfirman Vinge KB at Smålandsgatan 20, SE-111 87 Stockholm, Sweden at 7.00 a.m. ET (1.00 p.m. CET) on the Closing Date.

6.1.1 At the Closing

(a) the Buyer shall:

(i) deliver to the Sellers' Representative documents (or, to the extent applicable and sufficient, email confirmations) evidencing that each of the Conditions Precedents have been fulfilled;

(ii) issue and deliver the Consideration Shares to the Sellers in accordance with Appendix (1) and cause the Transfer Agent to deliver to the

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Sellers' Representative, DRS advises (or electronic copies thereof) evidencing the Consideration Shares issued at Closing;

(iii) pay the Cash Purchase Price in accordance with Section 4.3.1(b) and deliver to the Sellers' Representative documentation evidencing such payment;

(iv) deliver to the Sellers' Representative confirmation that the agreed premium and any ancillary costs under the R&W Insurance Policy have been or will be paid prior to the date required to be paid and procure that such other measures are taken as required for the R&W Insurance Provider to, subject to completion of Closing, remain at risk as per the R&W Insurance Policy also as of Closing;

(v) enable the board members and signatories in the Group Companies, as requested by the Buyer, to resign from office and, if required, cause shareholders' meetings and board meetings to be held in the Group Companies at which the Buyer shall appoint or procure the appointment of new board members and signatories; and

(vi) ensure that the changes set out in sub-section 6.1(a)(v) are registered with the applicable national authorities or registers (for example the Swedish Companies Registration Office (Sw. Bolagsverket) as regards the Company) and deliver copies of the submitted notifications to the Sellers' Representative.

(b) the Sellers shall:

(i) upon the Paying Agent's receipt of the Cash Purchase Price, which it will confirm in writing, and the Sellers' Representative's receipt of the DRS advises (or electronic copies thereof) delivered in accordance with Section 6.1.1(a)(ii), which it will confirm in writing, procure that the Buyer is entered in the share register of the Company as the owner of the Shares and deliver the updated share register to the Buyer;

(ii) deliver in writing the results of the Bring Down of Disclosures to the Buyer;

(iii) procure that the Existing Financial Arrangements are terminated and deliver customary release letters from Skandinaviska Enskilda Banken AB that all pledges, guarantees and other security interests granted by the Group Companies for the Existing Financial Arrangements have been duly released and discharged;

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(iv) deliver duly completed and executed Lock-up Agreements from all Minority Sellers and Mats Gustavsson;
(v) deliver letters of resignation (in such form as the Buyer may reasonably require) from all board members (with the exception of those who the Buyer wishes to retain) of the Group Companies, whereby such board members resign from their offices without any claim arising therefrom against any Group Company; and
(vi) if requested by the Buyer, cause the Group Companies to issue powers of attorney, enabling the persons appointed by the Buyer to sign for and on behalf of the Group Companies until new signatories have been registered.

6.2 All Closing actions set out in Section 6.1.1 shall be deemed to have taken place simultaneously and Closing shall not be deemed to have occurred until all actions have been completed or, as regards Section 6.1.1(a), waived by the Sellers' Representative or, as regards Section 6.1.1(b), waived by the Buyer.

6.3 The Sellers' Representative (on behalf of the Sellers), if the Buyer fails to comply with any of its obligations in Section 6.2(a), or the Buyer, if the Sellers fail to comply with any of their obligations in Section 6.2(b), shall if Closing has not occurred pursuant to Section 6.2, (in addition to, and without prejudice to, all other rights or remedies available, including the right to claim damages) by written notice to the Buyer or the Sellers' Representative (as applicable):

(a) fix a new date for Closing (which shall be a Business Day not earlier than the fifth (5th) Business Day and not later than the fifteenth (15th) Business Day after the previous date set for Closing), at which the provisions of Section 6.2 shall apply to Closing as so deferred but provided that such deferral may only be requested once by the Sellers' Representative and the Buyer, respectively; or
(b) failing Closing pursuant to Section 6.3(a), terminate this Agreement, in which case the terminating Party may seek damages for the other Party's breach. The Surviving Provisions shall survive such termination.

6.4 If this Agreement is terminated in accordance with Section 6.3(b) (and without limiting any Party's rights and remedies, including the right to claim damages), all obligations of the Parties under this Agreement shall end, save for the Surviving Sections, but for the avoidance of doubt, all rights and liabilities of the Parties which have accrued before termination shall continue to exist.

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7 Warranties of the Sellers

7.1 The Buyer and the Buyer Representatives confirm that, prior to the Signing Date, they have conducted a due diligence investigation of the Group Companies and their business, during which the Buyer and the Buyer Representatives have (i) had access to the content made available as of the Cut-Off Time in the data room hosted by Datasite LLC (the “Data Room”), (ii) been given access to information through other processes and means, including a written Q&A process, (iii) attended management presentations and had meetings with the management of the Group Companies, the Sellers and their advisors (the “Due Diligence”). The information Fairly Disclosed by or on behalf of the Sellers to the Buyer in the Agreement and the Data Room shall be considered as disclosures against the Warranties.

7.2 The Buyer is aware and acknowledges (i) that the Sellers have not made, and the Buyer has not relied on, any warranty (expressed or implied) regarding the Shares, the Group Companies, their business or any other matter relating to the Group Companies or the Transaction except as expressly set out in the Warranties, whether based on the provisions of the Swedish Sale of Goods Act (Sw. köplagen) or under any other statute, law or legal principle, and (ii) that the Buyer is relying solely upon its own assessment of the Group Companies and their business. The Buyer is aware and acknowledges that no act or omission, by the Sellers or any of the Group Companies shall be construed as implying any warranty and irrevocably waives any right to claim damages for breach based on any fact, matter or circumstance not expressly set out in this Agreement.

7.3 Subject to the qualifications and limitations set out herein, each Seller, on its own behalf, makes the following Warranties to the Buyer, all of which are made as of the Signing Date and as of the Closing Date, unless otherwise expressly stated. The Warranties are made individually and severally (and thus not jointly) by the Sellers.

7.4 Corporate authorisation and non-contravention

7.4.1 Each Seller, which is a legal entity, warrants, on its own behalf, that it has been duly incorporated and is duly organised, registered and validly existing under the laws of Sweden or other jurisdiction in which it was incorporated.

7.4.2 Each Seller warrants, on its own behalf, that is has the requisite power and authority to enter into and perform this Agreement and any other documents or instruments to be executed by such Seller to complete the Transaction.

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7.4.3 This Agreement and the performance by each Seller of its respective obligations hereunder have been duly authorised by all necessary corporate actions (if and to the extent applicable) on the part of each such Seller, and this Agreement constitutes, and any other documents or instruments to be executed by the Sellers pursuant to this Agreement when executed will constitute, valid and binding obligations of each Seller, and are enforceable against each Seller, in accordance with their respective terms.

7.4.4 The execution and performance by the Sellers of this Agreement, does not and will not result in a breach of any provision of the articles of association or any other similar constitutional document of any of the Sellers (if and to the extent applicable).

7.4.5 Each Seller warrants on its own behalf, that (i) it has not filed (or had filed against it) any petition for its compulsory or voluntary liquidation, (ii) it is not insolvent (or unable to pay its debts as they fall due) or has discontinued to make payments in general, within the meaning of Applicable Laws, rules or regulations or similar requirements and has not made any assignment in favour of its creditors, (iii) no petition for receivership or administration order have been presented in respect of it. No Seller has initiated any proceedings with respect to a compromise or arrangement with its creditors or for the dissolution, liquidation or reorganisation of such Seller or the winding up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of any Seller or any of its assets.

7.5 Corporate existence

7.5.1 Each Group Company has been duly incorporated and is duly organised, registered and validly existing under the laws of the jurisdiction in which it was incorporated.

7.5.2 Each Group Company has full corporate power to conduct its respective business.

7.5.3 None of the Group Companies has filed (or had filed against it) any petition for its compulsory or voluntary liquidation and none of the Group Companies is insolvent (or unable to pay its debts as they fall due) within the meaning of Applicable Laws, rules or regulations or similar requirements. No Group Company has made any assignment in favour of its creditors, nor has any petition for receivership or any administration order been presented in respect of any of the Group Companies. None of the Group Companies has initiated any proceedings with respect to a compromise or arrangement with its creditors or for

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the dissolution, liquidation or reorganisation of any of the Group Companies or the winding up or cessation of their respective business. No receiver or administrative receiver or liquidator has been appointed in respect of any of the Group Companies or any of their material assets.

7.6 Ownership of the Shares and capitalisation of the Group Companies

7.6.1 Each Seller warrants, on its own behalf, that it has the full and unrestricted ownership of its Shares as set out next to its name in Appendix(1). Each Seller has the right to exercise all voting and other rights over its Shares.

7.6.2 The Company has an issued share capital and the number of Shares as set out in Section 1.1. The Shares comprise 100 per cent of the issued and outstanding share capital of the Company on a fully diluted basis and the Shares are validly issued and fully paid. There are no arrangements, commitments or undertakings which call for the issue or transfer of any shares, warrants, options, convertible debentures, subscription rights or other instruments or securities of the Company, or which would afford a Person a right to acquire, or subscribe for, or convert into, shares (either existing Shares or new shares) or other securities in the Company. No decision concerning the issuance of any such instruments or any arrangement that could increase the number of shares in the Company has been made.

7.6.3 Except for post-transfer purchase right in the articles of association of the Company, the Shares are not subject to any Encumbrance as of the Closing, and no commitment or agreement to create any such Encumbrance has been given, nor has any Person claimed any right to such an Encumbrance. No share certificate has been issued in relation to the Shares.

7.6.4 The Subsidiaries are directly owned by the Company as set out in Appendix 1.3, the information in said appendix regarding the shares of the Subsidiaries is correct and all such shares are validly issued and fully paid. Except for the Company in respect of the Subsidiaries, no Group Company holds, directly or indirectly, any ownership interest in any company, corporation, partnership, trust, joint venture, association or other legal entity, whether in the form of shares or other securities issued by any such company, and the Group Companies have no obligation to make any investment in or finance any such entity.

7.6.5 There are no warrants, options, convertibles, subscription rights or other instruments or agreements, undertakings, arrangements or commitments which afford any Person a right to acquire, subscribe for or convert into shares or other securities in the Subsidiaries. No decision concerning the issuance of any such

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instruments or any arrangement that could increase or decrease the number of shares in the Subsidiaries have been made. The Company's shares in the Subsidiaries are not subject to any Encumbrance as of the Closing.

7.6.6 Other than share certificates in Kaelus Inc. provided in the Data Room, no share certificates have been issued in relation to the shares in the Subsidiaries.

7.6.7 There are no outstanding obligations of any Seller or Group Company to repurchase, redeem or otherwise acquire or transfer securities in any of the Group Companies.

7.7 Accounts, accounting records and statutory books

7.7.1 The Accounts have been prepared in accordance with the Accounting Principles and give a true and fair view (Sw. rättvisande bild) (as defined in the Swedish Annual Report Act (Sw. årsredovisningslagen (1995:1554)) of the financial position (Sw. finansiell ställning), the assets, liabilities and results of operations and the cash flows of the respective Group Company as of and for the period ending on the Accounts Date. The Accounting Principles have been applied on a consistent basis during the three (3) preceding financial years.

7.7.2 The Accounts make appropriate provisions or reserves for all liabilities of each respective Group Company, whether actual, contingent or otherwise, as of the Accounts Date, which (and to the extent they) are required to be reserved, provided for or disclosed pursuant to the Accounting Principles.

7.7.3 The Locked Box Accounts have been prepared in accordance with the Accounting Principles and have been reviewed in accordance with ISRE 2410 'Review of Interim Financial Information performed by the independent auditor of the entity' (Sw. Översiktlig granskning av finansiell delårsinformation utförd av företagets valda revisor) and give in all material respects a true and fair view of the profit and losses, financial position, the state of affairs, the assets, liabilities (other than the liability for the "[Redacted – commercially sensitive information]", which has not been recognized, for potential liability claims for two products, which have not been recognized and VAT receivable of Kaelus Suzhou Co. Ltd., for which a reserve has not been taken) and results of the operations and cash flow of the Company for the period ending on the Locked Box Date.

7.7.4 There are no bank loans, credit lines, facilities, long-term loans, indebtedness or other financial facilities (including financial leasing) available to, or incurred by, the Group Companies.

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7.7.5 The books and records of each Group Company (including the accounting records) are up-to-date, contain complete and accurate details of the business activities of such Group Company, have been maintained in compliance with Applicable Laws and the Accounting Principles and are in the possession or under the control of a Group Company. No asset, liability, loss or risk relevant for preparing the Accounts or the Locked Box Accounts which is required to be included in the books, records or book-keeping material by Applicable Laws or the Accounting Principles, has been omitted from the books, records or book-keeping material of the Group Companies.

7.7.6 All accounts, documents and other information required by Applicable Laws to be filed or registered by a Group Company with any authority or company registrar have been duly filed or registered.

7.7.7 The Group Companies have valid, exclusive and perfected title to all assets recorded in the Accounts and the Locked Box Accounts, except for such assets which have been sold at ordinary market terms in the Ordinary Course of Business after the Accounts Date or the Locked Box Date (as applicable). All liquid assets of the Group Companies, including bank accounts and cash, are available free and clear from any Encumbrances.

7.7.8 All of the accounts receivable of the Group Companies are reflected in the Accounts or Locked Box Accounts and have arisen from bona fide transactions in the Ordinary Course of Business and constitute valid and, to the Sellers' Knowledge, undisputed claims. The accounts receivable reflected in the Accounts and the Locked Box Accounts have been duly and fully paid to the relevant Group Company without any set-off, deduction or counterclaim. None of the accounts receivable has been pledged or is subject to Encumbrance.

7.7.9 The Accounts and the Locked Box Accounts properly reflect any off-balance sheet item and provisions for bad debt in accordance with the Accounting Principles.

7.7.10 None of the Group Companies has received any conditional shareholders' contributions, or other equity or capital contribution or similar payment or support by the Sellers or their Affiliates that is still outstanding and that may involve any repayment obligation.

7.7.11 No Group Company has made, granted or received any payment, loans, furnished securities or other transfers to or from the Sellers, any Group Company, any of their Affiliates or any other Person in contravention of Applicable Laws.

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7.7.12 No Person (other than a Group Company) has issued any guarantee or surety securing any obligation or commitment of any Group Company and no Group Company has issued any guarantee or surety securing any obligation or commitment of any Person other than a Group Company.

7.8 Real property and leased premises etc.

7.8.1 No Group Company owns or holds any real property or site lease holds (Sw. arrenden) and no Group Company has a contractual or other obligation to purchase any real property or part thereof.

7.8.2 Correct and complete copies of all lease agreements have been Fairly Disclosed in the Data Room and the lease agreements are valid and binding in accordance with their respective terms. Each Group Company being party to any such lease agreement has in all material respects complied with and performed all its obligations under such lease agreement and none of the Group Companies has given or received any written notice of breach or termination, including for vacating the relevant premises or for renegotiation of the rent or for non-prolongation, of any such lease agreements to which it is a party and, to the Sellers' Knowledge, no such notice is expected or threatening. To the Sellers' Knowledge, none of the counterparties is in breach of any lease agreement. All rents and other sums have been paid when due.

7.8.3 The Group Companies occupy and use the leased properties for the sole purpose of conducting the Business.

7.8.4 There are no disputes, claims or proceedings relating to the leased properties and, to the Sellers' Knowledge, none are threatened.

7.8.5 To the Sellers' Knowledge, the lease of the leased properties and all buildings and other constructions on such have been carried out in accordance with Applicable Laws and applicable building permits, zoning plans, and other applicable decisions, regulations, permits, agreements and/or requirements issued by public authorities with respect to e.g. planning, building, fire safety and health.

7.8.6 To the Sellers' Knowledge, all mandatory ventilation inspections (Sw. obligatorisk ventilationskontroll) and other prescribed checks and inspections of the leased properties have been carried out and all remarks from such inspections or checks that must be remedied have been remedied.

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7.8.7 The leased properties are sufficient for the Group to operate the business in the Ordinary Course of Business.

7.8.8 To the Sellers' Knowledge, there are no existing circumstances which could adversely affect the present use of the leased properties and there are no orders or regulations which affect the current use and occupation of the leased properties.

7.9 Agreements

7.9.1 The Material Agreements comprise all such contracts and agreements that are material to the Group Companies, and correct and complete terms and conditions of the Material Agreements have been Fairly Disclosed in the Data Room. The Material Agreements are valid, binding and in force in accordance with their respective terms as Fairly Disclosed and no written notice of termination or renegotiation has been given or received by the relevant Group Company with regard to any Material Agreement and, to the Sellers' Knowledge, no such notice is expected or threatened. None of the Group Companies or, to the Sellers' Knowledge, any of the counterparties to any Material Agreement is in default or material breach of any Material Agreement. No event has occurred, and no circumstance or condition currently exists, that (with or without written notice or lapse of time) results, or could reasonably be expected to result, in a material breach by a Group Company of any of the provisions of any Material Agreement.

7.9.2 All Material Agreements have been entered into on arm's length basis and are consistent with fair market terms, conditions and prices. Other than the Material Agreements, there are no other agreements which are of material importance to the Group Companies (based on turnover, operational considerations or otherwise).

7.9.3 None of the Group Companies has sold any Person, business or interest where there are any outstanding obligations or warranty undertakings on the part of any of the Group Companies.

7.9.4 No counterparty to a Material Agreement has indicated in writing to a Group Company that it will, permanently or during any material period of time, stop or materially reduce its business with any of the Group Companies. To the Sellers' Knowledge, there are no grounds for rescinding or rendering void any Material Agreement (whether as a result of the Transaction or otherwise).

7.9.5 There is no Material Agreement that in relation to which the execution of this Agreement or the consummation of the Transaction, constitutes a breach of the

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terms and provisions of, or constitute a default under, such Material Agreement or give the relevant Group Company’s counterparty the right to terminate or cancel, or change, in any way which is materially adverse to the Group Companies, the terms or conditions of such Material Agreement or require any consent or other action by any Person under any such Material Agreement.

7.9.6 There are no material outstanding disputes with any counterparty under any Material Agreement and, to the Sellers’ Knowledge, there are no facts or circumstances that could reasonably be expected to serve as basis for any such material dispute or disruption of business in the Ordinary Course of Business. There are no grounds for a counterparty under any Material Agreement to request damages (Sw. skadestånd) or liquidated damages (Sw. viten) due to breach of contract, warranties, delivery times or for any other reason. No claim has been made during the previous three (3) years by a commercial counterparty against a Group Company for damages or liquidated damages, neither as a result of delays, breach of warranties or due to other breach of contract.

7.9.7 No Group Company is party to any agreement, option or other right outstanding in favour of any third Person for the purchase of the assets used in the Business, except for the sale of goods in the Ordinary Course of Business.

7.10 Products and Product Liability

7.10.1 The products marketed, sold, distributed, manufactured, or otherwise supplied by the Group Companies comply with Applicable Laws.

7.10.2 No written notice seeking recall of products marketed, sold, distributed, manufactured, or otherwise supplied by a Group Company, or claiming indemnification on the basis of an alleged defect in a product or service provided by a Group Company, has been received by any Group Company, and to the Sellers’ Knowledge, no such notice is threatened against any Group Company.

7.10.3 Other than in the Ordinary Course of Business or as required by Applicable Laws, no Group Company has given any guarantee or warranty or made any representation in respect of goods or services supplied or agreed to be supplied by it that could give rise to any material liability for the Group.

7.11 Other assets

7.11.1 The Group Companies own or have the right to use all material assets necessary for them to conduct their Business as presently conducted.

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7.11.2 Each Group Company owns, leases or has otherwise the right to use, independently from the Sellers (and their Affiliates), all assets, tangible and intangible, currently used by it to carry out the Group’s Business, without having to acquire any additional assets, properties, rights or services resulting in any additional costs.

7.11.3 Appendix 7.11.3 is a complete and accurate list of fixed assets of each Group Company per 31 October 2025 (“Fixed Assets”), including, machinery, equipment, vehicles, IT hardware and other tangible assets used in or necessary for the conduct of each Group Company’s respective business.

7.11.4 All premises, facilities, machinery and other equipment used by a Group Company and reflected in the Accounts or in the Locked Box Accounts (i) are in satisfactory working order (subject to normal wear and tear) having regard to their age, use and industry practice, (ii) have been adequately maintained where such maintenance is required, and (iii) are usable in a Group Company’s Ordinary Course of Business and not in need of maintenance or repairs except for ordinary maintenance and repairs.

7.11.5 The premises, facilities machinery and other equipment owned or leased by each Group Company, together with all other assets of the Group Companies, are sufficient for the continued conduct of each Group Company’s business after Closing in substantially the same manner as conducted before Closing and constitute all of the rights, property and assets necessary to conduct each Group Company’s business as currently conducted.

7.11.6 All inventory reflected in the Accounts or in the Locked Box Accounts and, to the Sellers’ Knowledge, any other inventory consists of a quality and quantity usable and saleable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to realizable value or for which adequate reserves have been established. All inventory is owned by the Group Companies free and clear of all Encumbrances, and no inventory is held on a consignment basis. To the Sellers’ Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of the Group Companies.

7.12 Insurance

7.12.1 The full and current terms of the insurance policies in respect of the Group Companies have been Fairly Disclosed in the Data Room and all such policies are

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in full force and effect in accordance with their respective terms as Fairly Disclosed. All insurance premiums payable under such policies have been fully paid when due, and, to the Sellers' Knowledge, the insurance policies required for the Group Companies' business, covering against such losses and risks as are generally covered for comparable businesses and properties and considered relevant, adequate and provide customary insurance coverage for the operations of the Group Companies in light of their operations, sizes and revenues. The Group Companies have in place all insurance policies which are required to have by mandatory Applicable Laws or under the terms of any agreement by which they are bound.

7.12.2 No material claims have been made under the Group Companies' insurance policies during the past three (3) years and no claims are outstanding and, to the Sellers' Knowledge, no facts or circumstances exist which may give rise to a claim under any of the Group Companies' insurance policies.

7.12.3 There have been no material claims in respect of which insurance coverage have been denied in the previous three (3) year period, and no written notice has been received from any insurer disclaiming coverage under any of the Group Companies' insurance policies, in each case related to the Business.

7.12.4 The Group Companies are in compliance with all terms and conditions contained in the insurance policies and, to the Sellers' Knowledge, nothing has been done or omitted to be done which would make any policy or insurance void or voidable.

7.13 Intellectual Property

7.13.1 The Group Companies own all Company IPR or have been granted rights to use such, as applicable, and the Company IPR constitute all of the material Intellectual Property used in the Ordinary Course of Business and that is necessary to conduct the Business. The Company IPR owned by the Group Companies are free and clear of any Encumbrances.

7.13.2 All application fees and renewal fees for the Company IPR have been timely paid in full and the registrations and applications are in all other respects being maintained and handled in accordance with deadlines set out by authorities.

7.13.3 To the Sellers' Knowledge, there is no infringement by any third party of any of the Company IPR owned by the Group Companies, and no Group Company has made or intends to make any claim, whether for infringement, damages or

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otherwise, against any third party regarding the use of Company IPR owned by the Group Companies.

7.13.4 There is no infringement by any Group Company of any Intellectual Property of any Person, and, save for as Fairly Disclosed, there is no claim pending or, to the Sellers' Knowledge, threatened against any Group Company relating to Intellectual Property of any Person which relates to the use of Intellectual Property by any Group Company.

7.13.5 All relevant know-how (including in relation to production processes, formulas, production planning, etc.) are properly documented, stored and safeguarded in accordance with industry standards, taking into account the importance and sensitive nature of the information, and such documentation provides sufficient information in order for the employees to obtain sufficient knowledge in relation to the Group's Business as conducted on the Signing Date.

7.13.6 Any Company IPR created, produced or developed by the Group's employees or consultants has been transferred in full to a Group Company, which exclusively owns all rights and title to, and interest in, such Intellectual Property, and there are no outstanding or, to the Sellers' Knowledge, threatened claims from employees or consultants in relation to such Intellectual Property.

7.14 IT and data protection

7.14.1 The IT systems, computer equipment and the computer software programs used by the Group Companies are their unencumbered property or are properly used under a license, or such services are purchased from well-known data-processing enterprises and the terms of any licensed Intellectual Property and software have in all material respects been complied with by the Group Companies and, to the Sellers' Knowledge, by third parties.

7.14.2 The Group Companies independently from the Sellers control the operation of the IT systems and have in place procedures, in accordance with generally accepted industry standards, designed for ensuring the availability, security, confidentiality and integrity of such IT systems and of the data processed by such IT systems. To the Sellers' Knowledge, there has been no unauthorized intrusions or breaches of the security of the IT used as part of the Business that have had an adverse effect on the Business during the past three (3) years.

7.14.3 No performance degradations or breakdowns or attacks have occurred in relation to the Group Companies' IT systems which have had a material impact on the

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business of the Group Companies in the last three (3) years, nor are there to the Sellers' Knowledge any circumstances which reasonably are expected to give rise to such an event. The Group Companies have taken reasonable steps to ensure that the Business can continue in the event of a failure of the IT systems (whether due to natural disaster, power failure or otherwise).

7.14.4 The Group Companies have in all material respects adequate policies and procedures, and appropriate technical and organizational measures, in place in respect of applicable data protection legislation and the Group Companies have reasonable security measures in place designed to keep processed personal data in compliance with contractual undertakings as regards data protection and processing of personal data. The Group Companies comply in all material respects with and conducts the Business in accordance with, applicable data protection legislation. No claims have been raised and no proceedings are pending or, to the Sellers' Knowledge, threatened with respect to processing of personal data by the Group Companies. No written notice alleging non-compliance with Applicable Laws has been received by the Group Companies from any competent data protection authority.

7.15 Employment and Pension Agreements and Labour Controversies

7.15.1 The correct and complete terms of each Key Employee’s current employment with each Group Company have been Fairly Disclosed in the Data Room and these are valid, binding and in force in accordance with their respective terms. All other employees of the Group Companies are, to the Sellers’ Knowledge, employed on terms and conditions customary within the Group Companies’ field of business.

7.15.2 None of the Key Employees has given or received written notice of termination of his or her employment and, to the Sellers’ Knowledge, no such Key Employee has any current intention of giving such notice.

7.15.3 All incentive bonus, profit sharing, stock option plan and other investment scheme presently in force with respect to any employee of the Group Companies have been Fairly Disclosed in the Data Room.

7.15.4 None of the Group Companies are bound by any collective bargaining agreements.

7.15.5 The Group Companies have not granted any loan to or issued any guarantee for the benefit of or for obligations owed by any current or former employee, consultant or director of the Group Companies.

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7.15.6 Save for as Fairly Disclosed, there are no pending, and have not been during the last three (3) years, strike, lock-out or material controversies or disputes between any of the Group Companies and any of its employees, and there are no unresolved labour union grievances, unfair labour practices or labour arbitration proceedings, or employment related legal proceedings or arbitral proceedings relating to any of the Group Companies pending or threatened in writing.

7.15.7 None of the Group Companies is liable to make any payment to a director or employee or former director or employee by way of damages or compensation for loss of office or employment or for redundancy or unfair or wrongful dismissal. No Group Company has any obligation, under Applicable Laws or otherwise, to re-employ any former employee.

7.15.8 The Group Companies have complied with all legal and contractual obligations and undertakings towards its current and former directors, officers, managers and employees. The Group Companies have, save as for in the Ordinary Course of Business, no outstanding liabilities in relation to employment matters or employment benefits such as vacation pay, salaries, severance, pension contributions or insurance premiums.

7.15.9 The pension plan applicable to the employees of the Group Companies and other arrangements under which the Group Companies are liable to make payments for providing pension, disability or life insurance benefits or similar to its employees, have been Fairly Disclosed in the Data Room. The Group Companies have in due time made all required payments of pension premiums relating to such pension plan, and payments of premiums for the purpose of retirement, disability or life insurance benefits or similar liabilities of the Group Companies.

7.15.10 The Group Companies comply with applicable working environment provisions issued by working environment authorities. No Group Company is or, during the last three (3) years, has been subject to any fine, injunction, prohibition or similar sanction from any governmental body and, to the Seller's Knowledge, no such fine, injunction prohibition or similar sanction is pending, expected or threatened.

7.15.11 The Group Companies have no outstanding remark and/or deficiency which has not been remedied following any inspection by the Swedish Work Environment Authority (Sw. Arbetsmiljöverket) or any other governmental entity supervising the working conditions of the Group Companies' employees. No material occupational health or occupational safety related occurrences or material workplace accidents have taken place in the Group Companies during the last three (3) years and there are no outstanding claims or obligations in relation to

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any material occupational health or occupational safety related occurrences or material workplace accidents.

7.15.12 Except as been Fairly Disclosed, the consummation of this Agreement or the Transaction does not (i) entitle any employee (including any of the Key Employees) or any board member in the Group Companies to any bonus, transaction bonus, severance pay or unemployment compensation, or (ii) accelerate the time of payment of or increase the amount of compensation due to any such employee or board member.

7.15.13 There are no consultants that have performed or are performing services to the Group Companies that under any Applicable Laws would be deemed to be an employee of the Group Companies, and no claims are pending or threatened in relation to are-classification of a consultant to an employee.

7.16 Environmental Matters

7.16.1 The activities of the Group Companies are, and have at all times been, in all material respects carried out in compliance with applicable environmental laws, including but not limited to (i) protection, preservation or clean-up of the environment and natural resources, and (ii) chemical substances, pollutants or toxic, hazardous material, wastes or agents.

7.16.2 There is no ongoing or, to the Sellers' Knowledge, threatened criminal or administrative investigation in respect of compliance with applicable environmental laws by any Group Company, and save for as Fairly Disclosed, no Group Company has received any written communication from any governmental, statutory or regulatory authority, agency or body in which it is alleged to be in breach of any Applicable Laws or notice concerning the pollution or protection of, or harm to, the environment. The Group Companies are not party to any judicial or administrative proceedings or investigations in relation to any environmental law, neither are there, to the Sellers' Knowledge, grounds for or circumstances which could give rise to such proceedings or investigations.

7.16.3 To the Sellers' Knowledge, none of the real property leased by the Group Companies is contaminated or contains any substances hazardous to human health or the environment to such extent that the Group Companies could be held liable for investigation or remediation of such contamination or that would entitle competent environmental authorities to prevent or materially restrict the current use of the leased properties.

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7.17 Compliance with law, licenses and permits

7.17.1 The Group Companies comply in all material respects and, have during the last five (5) years, complied in all material respects, with Applicable Laws relating to their operations and the Business. None of the Group Companies has received notice of any investigation or inquiry nor, to the Sellers' Knowledge, is any investigation or inquiry pending or threatened by any governmental agency or other administrative body in respect of the affairs of the Group Companies.

7.17.2 All necessary licenses, consents, permits, approvals, registrations and authorizations have been obtained by the Group Companies to enable the Group Companies to carry on the Business in the places and in the manner in which such business is now conducted and all such licenses, consents, permits, approvals, registrations and authorizations are valid and subsisting and have been complied with in all material respects. None of the Group Companies has received any written notice of violation of any such permit or license and, to the Sellers' Knowledge, no such notice is expected or threatened. To the Sellers' Knowledge, completion of the Transaction will not cause any termination, revocation, suspension or modification of any such permits, licenses, approvals or authorizations.

7.17.3 The Group Companies have, in all material respects, adopted, implemented and maintained policies and procedures designed to ensure continued compliance with fundamental human rights and Applicable Laws related to anti-bribery and corruption.

7.17.4 Neither the Key Employees nor the Group Companies or their directors, are or have been the subject of, or otherwise involved in, an investigation, inquiry or enforcement proceedings, whether concluded, pending or threatened, regarding any offence or alleged offence under applicable anti-bribery and corruption laws, or has admitted to, settled or been found by a court, regulator, or enforcement agency in any jurisdiction to have engaged in practices covered by applicable anti-bribery and corruption laws, relating to the operations of the Group Companies. To the Sellers' Knowledge, no such investigation, inquiry or proceeding is pending or threatened and there are no circumstances likely to give rise to any such investigation, inquiry or proceeding.

7.17.5 Neither the Group Companies nor, to the Seller's Knowledge, any of the persons for whose acts they are responsible have: (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or

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indirectly, anything of value to (or received anything of value from) any government employee or official, or (iii) violated any provisions of any anti-corruption laws, anti-money laundering laws, anti-boycott regulations, embargo country regulations, prohibited or blocked party or sanctioned party or region regulations or other similar applicable laws.

7.17.6 There is no, and has not during the last three (3) years, been any, controversy or investigation pending or expected with respect to any of the Group Companies or the Business by any governmental entity or any other Person relating to, inter alia, any violation or possible violation of Applicable Laws and no injunctions or remarks by authorities have been directed towards any of the Group Companies and there are no outstanding orders, decrees or judgments in respect of any of the Group Companies.

7.18 Litigation

7.18.1 Save for as Fairly Disclosed, none of the Group Companies is engaged in any outstanding or pending or, to the Sellers' Knowledge, threatened litigation, arbitration, claim, dispute, legal action, investigation or other legal or administrative proceedings (including tax proceedings) whether as plaintiff, defendant or otherwise, other than debt collection proceedings in the Ordinary Course of Business, and none of the Group Companies are in default with respect to any court, administrative or arbitration order, judgment, injunction, decree or other award made by any governmental entity or is otherwise subject to any judgment, order, decision, decree or settlement which restricts its freedom to carry out its Business.

7.18.2 No Group Company is or has during the past three (3) years given, received or been subject to any material claims, threat of claims, notice of potential claims, enforcement of penalties, notice of or been involved in any other similar proceeding, irrespective of whether such claims notice or potential enforcement have been withdrawn, settled or disputed.

7.19 Taxes

7.19.1 Each Group Company has been duly registered for all applicable Taxes.

7.19.2 The Group Companies have duly and timely filed the required Tax returns, reports and filings with the appropriate Tax authorities for all Tax periods ending prior to the Signing Date or the Closing Date (as applicable) and such returns, reports and filings contain true, correct and complete information as required by Applicable

Laws and regulations and all information required for a correct assessment of Tax has been provided. All Taxes that have become due for payment, or required to be withheld or deducted on behalf of any Person, are timely and duly paid, withheld or deducted (as applicable) and, for all such Taxes assessed for the period before the Accounts Date but not yet due by any Group Company, appropriate and specific reserves therefore have been made by the applicable Group Company in the Accounts.

7.19.3 There are no further Taxes payable arising from, attributable to or related to any tax period ending on or before the Locked Box Date or, with respect to any tax period that commenced before the Locked Box Date but ends after the Locked Box Date, the portion of such period up to and including the Locked Box Date, other than Taxes for which full reserves have been made in the Accounts or in the Locked Box Accounts. All deferred Tax assets and Tax liabilities of any Group Company on the Locked Box Date are properly recorded in the Accounts or in the Locked Box Accounts and have been made in accordance with the Accounting Principles.

7.19.4 The Tax returns of the Group Companies have been assessed and approved by the appropriate authorities through the tax years up to and including the years for which such assessment and approval is required. There are no tax audits pending or, to the Sellers' Knowledge, threatening with respect to any of the Group Companies, and the Group Companies are not otherwise involved in any dispute or litigation in relation to Taxes, nor to the Sellers' Knowledge is any such dispute threatened. None of the Group Companies have concluded any agreement, ruling or compromise with any Tax authority which may affect the Group Companies' Tax position.

7.19.5 Since the Locked Box Date, none of the Group Companies have engaged in any transaction or arrangement giving rise to any liability for Taxes other than Taxes pertaining to transactions entered into in the Ordinary Course of Business.

7.19.6 The Group Companies maintain and have at all times maintained complete and accurate books, records and other information in relation to Taxes to enable to Group Companies to accurately calculate their liabilities to, or reliefs from, Taxes. The Group Companies have adequate routines for handling VAT, social security contributions, charges, duties and all other Taxes in accordance with Applicable Laws and regulations.

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7.20 Relationship with the Sellers

7.20.1 Neither the Sellers, nor any of their Affiliates (save for the Group Companies), have any claims of any kind against any of the Group Companies and none of the Group Companies is indebted in any way towards the Sellers or any of the Sellers’ Affiliates (save for any of the Group Companies), except as regards such of the Sellers’ Affiliates who are employed by a Group Company, for regular claims for salary, pension and other employment benefits in the Ordinary Course of Business.

7.20.2 There are no agreements or arrangements between any of the Group Companies, on the one hand, and the Sellers or any of the Sellers’ Affiliates (save for the Group Companies), on the other hand, no liabilities or obligations (contingent or otherwise) owed by any of the Group Companies in respect of the Sellers or any of the Sellers’ Affiliates (save for the Group Companies), and no guarantees or similar commitments issued by any of the Group Companies for obligations owed by the Sellers or any of the Sellers’ Affiliates (save for the Group Companies).

7.21 Absence of certain events

During the period between the Locked Box Date and the Signing Date, the Business has been conducted in the Ordinary Course of Business with a view to maintaining it as a going concern and without limiting the generality of the foregoing:

(a) no material adverse event affecting the Business of any Group Company has occurred;

(b) no shares, warrants, convertible debentures or other securities or debt instruments in the Group Companies have been issued, repaid, transferred, redeemed or cancelled;

(c) to the Sellers’ Knowledge, no contingent liabilities have arisen in respect of any Group Company other than within the Ordinary Course of Business;

(d) no Group Company has acquired or disposed of any shares, or merged with any company, or sold, pledged or otherwise encumbered, any material asset;

(e) the remuneration to the employees of the Group Companies has been paid in accordance with the Ordinary Course of Business and, save for as Fairly Disclosed, no material amendments have been made to the compensation (including bonuses), terms and conditions of employment or other form of engagement of any employee or consultant;

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(f) the Accounting Principles of the Group Companies have not been amended;
(g) no Group Company has changed its debt collection or working capital management principles or practices, or committed to any capital expenditures other than in the Ordinary Course of Business or as Fairly Disclosed;
(h) no Group Company has terminated, or changed, the material terms of employment of any of the Key Employees;
(i) no Group Company has initiated any litigation or arbitration, or settled, released, assigned, compromised or waived any claim or right or legal action other than in relation to the collection of trade debts, in the Ordinary Course of Business or as instructed by its insurance providers;
(j) no Group Company has entered into any agreement outside the Ordinary Course of Business or terminated, amended the terms of or waived any material provision or right under any Material Agreement, lease agreement or a group of customer agreements, except as for Fairly Disclosed;
(k) no Group Company has terminated or otherwise omitted to maintain in force all existing insurance policies, in all material respects on the same terms and coverage as prior to the Signing Date;
(l) no Group Company has failed to maintain all material registrations, certificates, permits, licenses and authorizations related to the Business;
(m) no Group Company has amended the articles of association or passed any other material shareholders' or board resolutions;
(n) no Group Company has borrowed any funds from banks or other external sources or incurred any other indebtedness from any third party, given any guarantees or commitments for the benefit of any third party; and
(o) no Group Company has authorised, agreed, or committed to take any action which would violate sub-sections (b) to (n) above.

7.22 Information

7.22.1 The documents and information in the Data Room have been compiled in good faith and with due care, and, to the Sellers' Knowledge, the information provided in the Data Room is in all material respects true, complete, accurate and not misleading and represents a fair description of the Group Companies and their respective businesses.

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7.22.2 To the Sellers' Knowledge, there is no information which has been omitted from the Data Room that reasonably could be expected to be material to an intending buyer of the Shares.

7.23 Brokers

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission payable by any Group Company in connection with the Transaction based upon arrangements made by or on behalf of Sellers or any of the Group Companies.

8 Warranties of the Buyer

The Buyer makes the following warranties, all of which are made as of the Signing Date and as of the Closing Date unless other date is explicitly stated below.

8.1 Corporate existence

8.1.1 The Buyer is duly incorporated and validly existing under the laws of the jurisdiction in which the Buyer was incorporated.

8.1.2 The Buyer has not filed (or had filed against it) any petition for its compulsory or voluntary liquidation, is not insolvent within the meaning of Applicable Laws, rules or regulations or similar requirements and has not made any assignment in favour of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Buyer. The Buyer has not initiated any proceedings with respect to a compromise or arrangement with its creditors or for the dissolution, liquidation or reorganisation of the Buyer or the winding up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Buyer or any of its material assets.

8.1.3 The Buyer represents and warrants that, at Closing and subject to the TSX Approval, the Consideration Shares will be duly authorized, validly issued, fully paid, and non-assessable shares in the capital of the Buyer and will (i) be listed for trading on the TSX; (ii) be free and clear of all Encumbrances; (iii) not generally be subject to any resale restrictions under Securities Laws; and (iv) except as a result of the Lock-Up Agreements entered into in connection with this Agreement, will not be subject to any contractual or other restrictions on transferability or voting.

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8.2 Corporate authorisation and non-contravention

8.2.1 The Buyer has the requisite power and authority to enter into and perform this Agreement.

8.2.2 Save for what is set out under Section 5.1, this Agreement and the performance by the Buyer of its obligations hereunder have been duly authorised by all necessary corporate actions on the part of the Buyer, and this Agreement constitutes, and any other documents or instruments to be executed by the Buyer pursuant to this Agreement when executed will constitute valid and binding obligations of the Buyer in accordance with their respective terms.

8.2.3 The execution and performance by the Buyer of this Agreement does not and will not result in a breach of any provision of the articles of incorporation or any other similar constitutional document of the Buyer.

8.3 Authority and consents

The Buyer is not required to make any filing with, give notice to, or obtain the consent from any authority in connection with the execution of this Agreement or the completion of the Transaction, except as set out in Sections 5.1.

8.4 Securities Law Matters

The Buyer is a "reporting issuer" in each of the provinces and territories of Canada and not on the list of reporting issuers in default under Securities Laws. The Buyer is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. The Buyer has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Buyer received written notification from any governmental entity or other Person seeking to revoke the reporting issuer status of the Buyer. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Buyer is pending, in effect or, to the Buyer's knowledge, has been threatened, and the Buyer is not currently subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Buyer has timely filed all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws with the appropriate governmental entity or other Person since January 1, 2024. The documents comprising the Buyer Filings complied as filed in all material respects with Applicable Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the Signing Date, on the date of such filing), contain any "misrepresentation" (within the meaning of the Securities Act (Ontario)). The Buyer has not filed any

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confidential material change report with a Securities Regulator which at the Signing Date remains confidential. As at the Signing Date, neither the Buyer nor any of the Buyer Filings is subject of an ongoing audit, review, comment or investigation by any governmental entity or other Person, including the TSX.

8.5 No other warranties

8.5.1 The Sellers and the Sellers' representative are aware and acknowledge (i) that the Buyer has not made, and the Sellers and the Sellers' representative have not relied on, any warranty (expressed or implied) regarding the Buyer or its business, the Consideration Shares or any other matter relating to the Transaction except as expressly set out in Section 8 (Warranties of the Buyer), whether based on the provisions of the Swedish Sale of Goods Act (Sw. köplagen) or under any other statute, law or legal principle, and (ii) that the Sellers and the Sellers' Representative are relying solely upon their own investigation and assessment of the Buyer and its business and the Consideration Shares and the Transaction generally. The Sellers and the Sellers' Representative are aware and acknowledge that no act or omission by the Buyer shall be construed as implying any warranty and irrevocably waives any right to claim damages for breach based on any fact, matter or circumstance not expressly set out in this Agreement.

9 Covenants

9.1 No Leakage

9.1.1 Each of the Sellers (i) confirms that no Leakage has occurred, and no commitment has been made regarding any Leakage as from the Locked Box Date up to and including the Signing Date, and (ii) shall procure that no Leakage shall occur, and will not authorize any Group Company to make, any Leakage, as from the Signing Date up to and including the Closing Date.

9.1.2 In the event Leakage has occurred and such Leakage has not been included as Known Leakage in accordance with Section 4.2.4 or otherwise not reduced the Purchase Price, each Seller shall, at the request of the Buyer, indemnify and pay to the Buyer (or, at the Buyer's discretion, the Company), compensation in full for an amount equal to such Leakage, which shall be paid in immediately available funds (and without any set-off, deduction or counter-claim) to such bank account as designated by the Buyer.

9.1.3 For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, none of the limitations set out in this Agreement shall apply to the provisions relating to the Leakage, except that a claim for Leakage under this

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section 9.1 shall be made no later than twelve (12) months following the Closing Date.

9.2 Covenants of the Sellers

9.2.1 Conduct of the Business between the Signing Date and the Closing Date

9.2.1.1

Each Seller individually and severally (and thus not jointly and severally) undertakes to exercise its vote as shareholder in the Company and, to the extent that any Seller is a director or employee of any Group Company, to exercise its votes or powers as director of such Group Company or otherwise use its reasonable efforts in its capacity as employee, to procure that from the Signing Date to Closing no Group Company will take any corporate action (without the prior consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned) or authorise any Group Company to operate its business other than in the Ordinary Course of Business, and, more specifically to authorise any Group Company to take any of the actions listed in Section 7.21(b)-(o), save for as expressly required to consummate the Transaction in accordance with this Agreement.

9.2.1.2

Section 9.2.1.1 does not apply in respect of and shall not operate so as to restrict or prevent:

(a) any action reasonably undertaken by a Group Company in an emergency or other extraordinary situation with the intention of minimising any adverse effect thereof (and of which the Buyer will be promptly notified);

(b) the completion or performance of actions which are reasonably necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation or pursuant to any contract, arrangement, licence or consent Fairly Disclosed prior to the Signing Date to the Buyer and entered into by or relating to any Group Company in the Ordinary Course of Business prior to the Signing Date (or, in the case of a licence or consent, issued or granted);

(d) any action undertaken or omitted at the request of the Buyer.

9.2.2 Obligation to consult

In connection with (i) the Sellers' Representative's delivery of the Known Leakage statement in accordance with Section 4.2.4, and (ii) the Sellers' delivery of the results of the Bring Down of Disclosures in accordance with Section

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6.1.1(b)(ii), the Sellers' Representative and the Sellers (as applicable), shall provide the Buyer with a reasonable opportunity to review and comment on the relevant statement referred to above prior to its finalisation. If the Buyer has any comments or concerns in relation to such statements, the Parties shall in good faith discuss and seek to reach agreement on such comments or concerns. For the avoidance of doubt, such consultation shall not give the Buyer any approval right or prevent the Sellers' Representative or the Sellers (as applicable) from finalising the relevant statement.

9.2.3 Access to information

9.2.3.1 Except to the extent prohibited by Applicable Law, the Sellers shall, solely in their capacity as shareholders, cause the Group Companies to provide to the Buyer and the Buyer Representatives, access at reasonable times, under reasonable circumstances and during normal business hours, upon reasonable advance notice, to the Company's and its Subsidiaries' facilities and personnel and to business, financial, legal, tax, compensation and other data and information concerning the Group Companies' affairs and operations, subject to such data and information being readily available, as reasonably requested by Buyer in connection with its efforts to consummate the Transaction. Such access shall be subject to restrictions under Applicable Laws. Notwithstanding anything herein to the contrary, neither the Sellers nor the Group Companies shall be obligated to provide the Buyer or any of the Buyer Representatives with any such access, data or information to the extent that it would unreasonably (at the Group Companies' discretion) disrupt the operations of the Group Companies. Neither the Company nor the Sellers make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 9.2.3.1 and the Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Warranties contained in this Agreement.

9.2.3.2 The Sellers shall use commercially reasonable efforts to provide the Buyer (or use commercially reasonable efforts to procure that the Buyer is provided), as soon as reasonably practicable following receipt of a written notice from the Buyer setting out the information reasonably required, with such information regarding each Group Company as and to the extent required by Securities Laws or the rules of the TSX for inclusion in any public disclosure document that the Buyer is required to make pursuant to such laws and rules, including all information reasonably requested by the Buyer for Buyer to prepare consolidated financial statements, audited annual and reviewed interim consolidated financial statements of the Company, a business acquisition report, any material change report, prospectus,

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meeting circular, and/or any documents that are required to include any of the foregoing or incorporate any of the foregoing by reference (including in providing required consents of and reviews by the auditor of the Company and with the preparation of any required pro forma financial statements).

9.2.4 Financing cooperation

The Sellers shall, between the Signing Date and the Closing Date, if and to the extent reasonably requested by the Buyer, provide (and procure that the Group Companies provide) the Buyer and its Affiliates with assistance as is requested for the purposes of the Buyer’s debt financing arrangements for the Transaction, including, but not limited to, information assistance (for example in relation to KYC, AML and similar procedures).

9.2.5 Dividend

The Sellers shall, between the Signing Date and the Closing Date, procure that the Company distributes to the Sellers, the available unrestricted equity of the Company amounting to SEK 49,375,678, to the extent legally distributable. Any portion of the said unrestricted equity not legally distributable (if any) (the “Remaining Equity”) shall increase the Deferred Payment on a SEK-by-SEK basis.

9.2.6 Canadian securities law matters

Each Seller warrants, represents and acknowledges the following:

(a) it is not a resident of Canada or the United States;

(b) it is acquiring the Consideration Shares for investment purposes only, for its own account and not for the purpose of resale or distribution to any person resident in Canada or the United States;

(c) that (i) it is solely responsible for compliance with Securities Laws and (ii) the receipt by it of the Consideration Shares, as applicable, shall not cause a breach of any Securities Laws; and

(d) there is no disclosure requirement applicable to the issuance of Consideration Shares, as applicable, to it under the securities law of its jurisdiction or the issuance is exempt from such requirement.

9.2.7 Waiver of claims

With effect from Closing and in relation to events prior to Closing, each Seller undertakes that it shall not, bring, enforce or maintain any claim of any nature whatsoever against a Group Company (except in case of fraudulent or criminal

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behaviour), and each Seller hereby irrevocably and unconditionally waives any and all such claims.

9.2.8 Restrictive covenants

9.2.8.1 Each Majority Seller undertakes not to, and shall procure that none of its Affiliates will, without the prior written consent of the Buyer, during the period falling two (2) years from the Closing Date directly or indirectly start, carry out, be engaged in, finance, be employed by, provide services or advice to, or in any other capacity or form have an interest in (whether as an investor, stakeholder, employee, consultant, member or other) any business activity competing with the Business (as conducted per the Closing Date).

9.2.8.2 Each Seller undertakes not to, and shall procure that none of its Affiliates will, without the prior written consent of the Buyer, during the period from the Signing Date until the date falling two (2) years from the Closing Date directly or indirectly:

(a) employ, solicit, seek to solicit or entice away any Key Employees or other employees in a managerial position of the Group Companies or any other persons or entities that serve the Group Companies in another capacity (such as consultancy or advisory capacity) in a managerial position, or to act in a way which is likely to have such effect; and

(b) encourage, induce or attempt to induce any customer, supplier or business partner of the Group Companies to decrease its business with the Group Companies or refrain from conducting business with, or adversely vary the terms upon which it conducts business with, a Group Company.

Provided that the provisions in this clause shall not prevent any employment or solicitation of any such person (i) who approaches a Seller on an unsolicited basis or who responds to a public advertisement not specifically directed at such person, (ii) who is referred in good faith by search firms, employment agencies or other similar entities, provided that such entities have not been informed by a Seller about any such persons of the Group Companies, or (iii) whose employment with the Group has been terminated prior to their contacts or discussions with the Seller. In relation to InnKap, Section 9.2.8.1 and 9.2.8.2 shall not apply to any of its Affiliates or portfolio companies who have not had access to Confidential Information.

9.2.8.3 In the event of a breach of Section 9.2.8.1 or 9.2.8.2 by any of the Majority Sellers, such breaching Majority Seller shall pay liquidated damages in an amount of

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USD 250,000 per each such breach, without prejudice to the Buyer’s right to full compensation for any additional damage that the Buyer may suffer as a result of such breach.

9.3 Covenants of the Buyer

9.3.1 The Buyer undertakes to procure that those board members of the Company who have resigned on or before the Closing Date are granted discharge from any liability towards the Company for their administration of the Company until the Closing Date or the earlier date of their resignation at the next annual shareholders’ meeting of the Company, provided that the auditor of the Company does not recommend against such discharge.

9.3.2 Provided that the board members referred to in Section 9.3.1 have been discharged from personal liability towards the Company for their administration of the Company until the Closing Date or the earlier date of their resignation and subject to completion of the Transaction, the Buyer undertakes not to make any claims against board members of the Company in office prior to Closing for their acts or omissions in their capacity as board members that took place on or before the Closing Date, provided that such board members have not acted fraudulently or committed wilful misconduct or criminal acts.

9.3.3 The Buyer hereby confirms that it has issued the Signing No Claims Declaration (as defined in the R&W Insurance Policy) and undertakes that it will issue the Closing No Claims Declaration (as defined in the R&W Insurance Policy) on the Closing Date.

9.3.4 The Buyer shall procure that the registered beneficial ownership information is updated and that, to the extent required, any new beneficial owner(s) of the Group Companies are registered with the Swedish Companies Registration Office and equivalent authorities in other applicable jurisdictions of the Group Companies as soon as reasonably and practicable possible after Closing.

9.3.5 After the Closing, upon reasonable notice, the Buyer shall furnish, or cause to be furnished, to the Sellers and their respective accountants, counsels and other representatives, access to such information, personnel, and assistance relating to the Group Companies requested by such Person and as may be reasonably necessary for the Sellers’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action, or proceeding brought by any third party as set out under Section 10.4, in each case to the extent legally permissible.

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9.3.6 The Buyer shall take all steps and file all documents required by the TSX Approval within the timeframes contemplated in, and in accordance with, the TSX Approval and shall make all filings with the TSX and the Securities Regulators required in connection with the consummation of the Transaction.

9.4 Further Assurances

Subject to the terms and conditions of this Agreement, the Sellers and the Buyer will use their respective best reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable in order to consummate the Transaction.

10 Indemnification

10.1 General

10.1.1 Breach

10.1.1.1 Subject to Section 10.2, in the event of a breach by the Sellers of any of the Warranties, the Buyer shall, as its sole and exclusive remedy, be entitled to damages in an amount corresponding to the Loss. Such damages shall be considered a reduction of the Purchase Price.

10.1.1.2 In the event of a breach by a Party of covenants or other undertakings in this Agreement, such Party shall indemnify and hold the aggrieved Party/Parties harmless against and in respect of any and all direct losses, damages, liabilities, deficits and expenses (including reasonable legal costs) actually incurred by the aggrieved Party/Parties due to such breach.

10.1.1.3 The Sellers shall not have any liability for any failure by the Group Companies to meet any forecasts, budgets, projections or any other forward-looking statements, whether they be company specific or a result of market developments, and whether included in the Data Room or not.

10.1.2 Mitigation and recovery

10.1.2.1 Each Party shall take all reasonable steps to mitigate any loss or damage incurred in connection with directing a claim towards any other Party. The Buyer shall take, and shall procure that each Group Company takes, reasonable measures to enforce any recovery that may be obtained from any other Person in connection with directing a Claim towards the Sellers.

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10.1.2.2 If the Sellers make any payment to the Buyer as a settlement of a Claim and the Buyer or any of the Group Companies has the right to recover from any other Person any amount that has formed the basis of the Claim, the Buyer shall promptly and without request from the Sellers assign such right to the Sellers.

10.1.3 No other remedies

10.1.3.1 It is specifically agreed that the Sellers' liability pursuant to this Agreement is exclusively governed by this Agreement and no other remedy based on the Swedish Sale of Goods Act or under any other statute, law or legal principle, including the right to rescind (Sw. häva) the Agreement other than as provided for in the Agreement, shall be available.

10.1.3.2 The Buyer waives all rights of set-off, counterclaim, deduction or retention against or in respect of any of its payment obligations under this Agreement.

10.2 R&W Insurance

10.2.1 The Buyer has entered into a representations & warranties insurance in the name of the Buyer in respect of the Warranties on the terms and conditions set forth in Appendix 10.2.1 (the "R&W Insurance Policy").

10.2.2 Notwithstanding anything in this Agreement to the contrary, as between the Parties, the Buyer's sole and exclusive remedy in case of a breach of the Warranties shall be to seek compensation from the R&W Insurance Provider pursuant to the R&W Insurance Policy, and the Buyer shall consequently not be entitled to pursue any action, make any Claim or seek any recourse whatsoever against the Sellers for a breach of a Warranty (regardless of whether the Buyer is compensated out of the R&W Insurance Policy or not), save for (i) in case such Claim relates to the Fundamental Warranties in which case the Buyer shall be obligated to primarily seek compensation from the R&W Insurance Provider pursuant to the R&W Insurance Policy before making such Claim against the Sellers and the Buyer shall only have the right to make such Claim against the Sellers if and to the extent such Claim has not been fully compensated under the R&W Insurance Policy and the Buyer's right to recovery under the R&W Insurance Policy has been exhausted or there is no reasonable prospect recovery under the R&W Insurance Policy, and then only for the excess amount not so compensated under the R&W Insurance Policy, and (ii) in case of fraud by any of the Sellers on or prior to Closing, in which case the Buyer may direct a Claim against the Sellers (but, in respect of (ii), only against such Seller that has committed fraud).

50 (72)

10.2.3 For the avoidance of doubt, the Sellers shall not be liable for any breach of the Warranties that occurs and is discovered during the period between the Signing Date and the Closing Date, regardless of whether a fact or circumstance which constitute or could lead to any breach of the Warranties has been identified in the Bring Down of Disclosures or not, save for in case such breach, (i) relates to the Fundamental Warranties in which case 10.2.2(i) shall apply, and (ii) is the result of fraud by any of the Sellers on or prior to Closing, in which case the Buyer may direct a Claim against the Sellers (but, in respect of (ii), only against such Seller that has committed fraud).

10.2.4 Any payment funded by the R&W Insurance Provider under the R&W Insurance Policy in case of a breach of any of the Warranties shall be deemed to reduce the Purchase Price.

10.3 Limitation of indemnification

The Buyer’s right to indemnification pursuant to this Agreement for any breach of this Agreement by the Sellers is subject to the following limitations:

10.3.1 Monetary limitations

10.3.1.1 The aggregate liability of the Sellers in respect of all Claims for breach of the Fundamental Warranties shall in no event exceed the Purchase Price, with the Sellers being liable only for breaches to the extent not covered by the R&W Insurance Policy in accordance with Section 10.2.2. The Sellers’ liability for breach of the Fundamental Warranties, to the extent not covered by the R&W Insurance Policy, shall not exceed an amount corresponding to the Purchase Price less the amount for which the Buyer is compensated under the R&W Insurance Policy for the breach by the Sellers, in accordance with Section 10.2.

10.3.2 Time limitations

The Sellers shall have no liability for a Claim unless notice in writing, accompanied by reasonable particulars, specifying the nature of the Claim and, if and to the extent available, the amount of the Loss, has been delivered to the Sellers within 30 Business Days from the date when the Buyer became aware of the fact, matter or circumstance giving rise to the Claim (provided, however, that failure to do so by the Buyer shall only reduce the Sellers’ liability to compensate the Buyer for such breach if and to the extent such failure has prejudiced the Sellers’ rights or increased the Loss) and in no event later than seven (7) years following the Closing Date if the Claim relates to a breach of the Fundamental Warranties.

51 (72)

10.3.3 Other limitations

10.3.3.1 The Sellers shall have no liability in respect of a Claim which is based on a Loss which is contingent or not capable of being quantified, unless and until such Loss becomes an actual liability and is due and payable and capable of being quantified. The Buyer shall however be entitled to make a Claim also in respect of a contingent liability and shall be entitled to recover any Loss related thereto when such becomes actual (also after the time periods set forth in Section 10.3.2).

10.3.3.2 If part of a Claim constitutes a tax-deductible item for the Buyer or any of the Group Companies, the recoverable sum from the Sellers shall be reduced by an amount equivalent to the amount actually covered and recoverable under such Tax benefit, multiplied by the applicable tax rate.

10.3.3.3 The Sellers shall have no liability and no Claim may be made by the Buyer if and to the extent that:

(a) a Claim is based on any facts, matters or circumstances which have been Fairly Disclosed in this Agreement or in the Data Room or which were otherwise actually known to the any of the Buyer’s Deal Team Members (as defined in the R&W Insurance Policy) prior to the Signing Date;

(b) a specific write-down, provision, allowance or reserve made specifically for the Loss has been made in the Accounts, the Locked Box Accounts or has otherwise been taken into account or reflected in the Equity Bridge as a specific debt item resulting in a reduction of the Purchase Price;

(c) a Claim occurs as a result of (i) a change to the Accounting Principles after the Closing Date, (ii) the passing of any legislation not in force at the Signing Date, or which takes effect retroactively, or any alteration or repeal of any legislation in force on the Signing Date, (iii) an increase in the tax rate in force on the Signing Date or (iv) a change in the generally established practice of the tax authorities in the concerned jurisdiction or other competent authorities or governmental entities after the Signing Date (including changes in the interpretation of Applicable Law);

(d) the Claim is actually recoverable under an insurance policy (including the R&W Insurance Policy);

(e) a Claim for breach of any of the Warranties would not have arisen but for an act, omission or transaction which occurs after the Closing Date and which is carried out or should have been carried out by or on behalf of the Buyer or a Person deriving title from the Buyer or, after the Closing Date,

52 (72)

by or on behalf of a Group Company or a Person deriving title from any of the Group Companies (other than that which arose in the Ordinary Course of Business as conducted prior to the Closing Date or pursuant to a legally binding commitment of the relevant Group Company existing prior to the Closing Date); or

(f) the Buyer or any Group Company actually recovers from any other Person any sum in respect of any matter, act, circumstance or event which has given rise to, or could give rise to, a Claim, in which case any sum so recovered will reduce the amount of the Claim or, in the event of the recovery being delayed until after the Claim has been satisfied by the Sellers, shall be paid to the Sellers, but only to the extent of the amount paid by the Sellers in respect of such Claim.

10.3.3.4 The liability of the Sellers shall be several and not joint and several. For the avoidance of any doubt, this means that each Seller shall be liable to indemnify the Buyer with an amount corresponding to the total amount the Buyer is entitled to for the Loss multiplied by a fraction, the numerator of which is the portion of the Purchase Price received by such Seller and the denominator of which is an amount equal to the Purchase Price. Notwithstanding the aforesaid, in case of a breach of any of the Fundamental Warranties and/or Sections 9.1 and/or 9.2, then each Seller shall be individually responsible and liable for its own breach of any of the relevant provision.

10.3.4 For the avoidance of doubt, the Buyer shall not be entitled to recover from the Sellers more than once in respect of the same Loss.

10.4 Third Party Claims

10.4.1 If the Buyer becomes aware of any fact, matter or circumstance which is likely to give rise to a Third Party Claim, the Buyer shall, in order to preserve its right to bring a Claim against the Sellers:

(a) as soon as reasonably practicable after the date the Buyer becomes aware of the relevant fact, matter or circumstance, give notice thereof to the Sellers' Representative and thereafter keep the Sellers' Representative informed throughout the process;

(b) not make any admission of liability and not agree to settle or compromise with any Person in relation thereto, without first consulting with the Sellers' Representative;

53 (72)

(c) take all practicable and commercially reasonable measures to avoid or mitigate any Losses which in the absence of mitigation might give rise to a Claim;

(d) refrain from taking any action which may have an adverse effect on any insurance policy under which any such Third Party Claim would be recoverable if such action had not been taken; and

(e) to the extent legally permissible and subject to ensuring that legal privilege is maintained, give the Sellers’ Representative (including its representatives, accountants and advisors) reasonable access to the personnel of the Buyer and the relevant Affiliate and to any relevant premises, accounts, documents and records within their respective possession and to take copies thereof, in respect of such Third Party Claim, provided that the Sellers’ Representative shall, and shall procure that its professional advisors shall, keep all such matters confidential, and provided that the Sellers shall bear all costs for all measures taken by the Sellers in accordance with this subsection.

10.5 Fraud etc.

None of the limitations of indemnification in this Agreement shall apply to a Claim to the extent such Claim arises as a result of fraud by any of the Sellers.

11 Sellers’ Representative

11.1 Pursuant to separate irrevocable powers of attorney, each Seller has appointed the Sellers’ Representative as its representative in relation to all matters concerning the Sellers under this Agreement and has irrevocably authorised the Sellers’ Representative to act for each of them in accordance with such powers of attorney.

11.2 In relation to this Agreement, the Buyer shall communicate, negotiate or agree with the Sellers as a collective via the Sellers’ Representative and therefore, in relation to a breach by a Seller of any of the individual Warranties, covenants or other undertakings in this Agreement, the Buyer shall communicate, negotiate and agree directly with such Seller. For the avoidance of doubt, nothing in this Section 11.2 shall restrict or prevent the Buyer from communicating with, or otherwise having contact with, any Seller in any other circumstances, including in connection with the ordinary day-to-day operations of the Group.

11.3 In no event will the Buyer be held responsible or liable for the allocation of the Purchase Price by the Sellers’ Representative or the payment of any monies to a

54 (72)

Seller at the instruction of the Sellers’ Representative, and the Buyer will be entitled to rely upon any notice, instruction or statement provided to the Buyer by the Sellers’ Representative or action taken by the Sellers’ Representative and the Buyer will have no liability for any action taken (or omitted) on the basis of the foregoing notice, instruction, statement or action of the Sellers’ Representative.

12 Confidentiality

12.1 Each Party undertakes not to use or disclose any Confidential Information unless (i) required to do so by Applicable Laws or pursuant to an order of court or other competent authority or tribunal, (ii) required to do so by applicable stock exchange regulations or the regulations of another recognised market place (iii) such disclosure has been consented to by the other Party in writing (such consent not to be unreasonably withheld) or (iv) to its Affiliates, employees, directors, consultants, shareholders, investors, auditors, finance and insurance providers, as well as professional advisors who are bound to the disclosing Party by a duty of confidence which applies to the information disclosed.

12.2 If a Party becomes required to disclose information in circumstances referred to in Section 12.1 (i) or (ii), the disclosing Party shall use its reasonable endeavours to consult with the non-disclosing Party prior to the disclosure, shall furnish only that portion of the information which the disclosing Party is legally required to disclose and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by the non-disclosing Party. In any event, the disclosing Party shall provide the non-disclosing Party with prompt written notice following disclosure of information in accordance with Section 12.1 (i) or (ii) so that the non-disclosing Party may seek (with the co-operation and reasonable efforts from the disclosing Party) a protective order, confidential treatment or other appropriate remedy.

12.3 If this Agreement is terminated, irrespective of the cause of such termination, each Party shall promptly following a written request from another Party, return or destroy any document containing or reflecting Confidential Information, and any copy, reproduction or extract thereof and confirm to the other Party that such destruction has taken place (as the case may be).

12.4 The Buyer shall ensure that all Buyer Representatives comply with this Section 12.

55 (72)

56 (72)

13 Announcements

All press releases, public announcements and public relations activities by the Parties with regard to this Agreement or the Transaction shall be mutually approved by the Parties in advance of such release, announcement or public relation activity, except for any press release, public announcement, financial statement disclosure and public relations activity that the Buyer is required to make or disclose by Applicable Law, including regulations of any securities regulatory authority or stock exchange, pursuant to an order of court or other competent authority or tribunal, or by applicable accounting standards, in which case the Sellers’ Representative shall be given the opportunity to review, but not approve the relevant release, announcement or activity.

14 Costs and expenses

Except as otherwise set out in this Agreement, each Party shall pay its own costs and expenses in connection with the negotiations, preparation and completion of this Agreement and the Transaction. For the avoidance of doubt, the Buyer shall bear all costs incurred by it in connection with the preparation, negotiation and completion of the R&W Insurance Policy (for the avoidance of doubt, except for the maximum amount that the Parties have agreed shall be deducted from the Purchase Price, as set out in Section 4.1.1(d)).

15 Entire agreement

This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements with respect hereto.

16 Amendments and waivers

This Agreement may only be amended by an instrument in writing duly executed by the Parties. No change, termination, modification or waiver of any provision, term or condition of this Agreement shall be binding on the Parties, unless it is made in writing.

17 Notices

17.1 All notices, requests, demands, approvals, waivers and other communications under this Agreement must be in writing in the Swedish or English language and shall be deemed to have been received by a Party:

(a) if delivered by post, unless actually received earlier, on the third (3rd) Business Day after posting, if posted within Sweden, or the fifth (5th) Business Day after posting, if posted to or from a place outside Sweden;
(b) if delivered by hand or by courier, on the day of delivery; and
(c) if delivered by e-mail, upon confirmation by the receiving Party.

17.2 All communications under this Agreement shall be addressed as set out below or to such other addresses as may be given by written notice in accordance with this Section 17.

17.3 The Parties acknowledge that any notice of claim, demand or other communication made by the Buyer in connection with this Agreement, if the notice relates to all Sellers, may validly be served on the Sellers' Representative in accordance with the provisions under this Section 17. The Sellers' Representative is hereby irrevocably authorized to accept service of any such notice, claim, demand or communication on behalf of all Sellers (other than InnKap), and service on the Sellers' Representative shall be deemed to constitute valid service on each such Seller.

If to the Sellers (as a Mats Gustavsson collective), the Sellers' [Redacted - personal information] Representative or Mats E-mail: [Redacted - personal Gustavsson: information] If to InnKap: Innovationskapital Nordic Advisors AB Attention: Staffan Ingeborn c/o Convendum P.O. Box 3116, Kungsportsavenyn 21 SE-400 10 Göteborg Sweden E-mail: [Redacted - personal information] With a copy (not serving as a notice) to: Advokatfirman Vinge KB Attention: Johan Winnerblad P.O. Box 1703 SE-111 87 Stockholm Sweden E-mail: [Redacted - personal information]

If to any specific Minority Seller: To the respective addresses set forth in Appendix (1).

If to the Buyer: Baylin Technologies Inc.
Attention: Cliff Gary
503-4711 Yonge Street
North York, Ontario, M2N 6K8
Canada
E-mail: [Redacted – personal information]

With a copy (not serving as a notice) to: Snellman Advokatbyrå AB
Attention: Mikael Klang
P.O. Box 7801
SE-103 96 Stockholm
Sweden
E-mail: [Redacted – personal information]

18 Assignments

Except as provided in this Section, no Party may assign, delegate, sub-contract or otherwise transfer, pledge or grant any other security interest in or over any of its rights or obligations under this Agreement without the prior written consent of the other Parties. This notwithstanding, each Party shall have the right, on prior written notice to the other Parties, and in the case of the Sellers, with consent of the Buyer (not to be unreasonably withheld), to transfer or assign, in whole or in part, its rights and/or obligations under this Agreement to an Affiliate of such Party, provided that no such transfer will relieve such Party of its obligations, or affect the rights of the other Parties, under this Agreement. The Buyer may pledge or grant security interests over its rights under this Agreement and the R&W Insurance Policy for the purpose of financing the Transaction, including any refinancing of existing indebtedness of the Group Companies.

19 Partial invalidity

If any provision of this Agreement or the application thereof shall be declared or deemed void, invalid or unenforceable in whole or in part, for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provision and thereby this Agreement in order to give effect to, in so far as possible, the spirit of this Agreement and to achieve the purposes originally intended by the Parties.

59 (72)

20 Governing law and disputes

20.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden.

20.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity of this Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

20.3 The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be composed of three (3) arbitrators.

20.4 If more than one (1) set of arbitral proceedings have been initiated with reference to this Section 20, the arbitral tribunal in the proceedings which were first initiated shall, following consultation with all affected Parties, decide whether the subsequently initiated proceedings are to be consolidated with those which were initiated first. If the arbitral tribunal considers that a consolidation would lead to a significant delay to one (1) of the proceedings, it may, following consultation with all affected Parties, decide that one or more of the proceedings will be held separately.

20.5 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. Notwithstanding the foregoing, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights in connection with the dispute, or if obliged to do so by Applicable Law, or pursuant to applicable accounting standards or practice, or pursuant to any order of court or other competent authority or tribunal or required by any applicable stock exchange regulations or the regulations of any other recognised market place.

20.6 In case this Agreement or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by the provisions of this arbitration clause.

Signature page to follow
60 (72)

This Agreement may be executed in one or more copies, each of which shall be deemed as an original, but they shall cumulatively constitute one and the same agreement. Signatures can be delivered via email or any other physical or digital transmission method and signed/validated physically or digitally. Each signed and delivered copy shall be considered duly signed and valid for the purposes of this Agreement.

28 November 2025

Buyer

BAYLIN TECHNOLOGIES INC.

“Leighton Carroll”

Leighton Carroll, Chief Executive Officer

Majority Sellers

MATS GUSTAVSSON

“Mats Gustavsson”

Mats Gustavsson

INNKAP 4 ADMIN AB

“Staffan Ingeborn”

Staffan Ingeborn

Minority Sellers

EACH OF THE MINORITY SELLERS (as listed in Appendix (1))

“Mats Gustavsson”

Mats Gustavsson on behalf of each of the Minority Sellers by power of attorney

61 (72)

62 (72)

APPENDIX (1)

SELLERS, ALLOCATION OF SHARES AND PURCHASE PRICE ALLOCATION

[Redacted – commercially sensitive information]

63 (72)

APPENDIX 1.3
SUBSIDIARIES

See attached.

Appendix 1.3

Subsidiaries

Subsidiary	Jurisdiction	Company reg. no.
Kaelus Pty Ltd	Australia	115 398 564
Kaelus Oy	Finland	2630901-4
Kaelus Inc.	US	30-0602882
Kaelus Suzhou Co. Ltd	China	91320594558021812Y

64 (72)

APPENDIX 2.1AC ACCOUNTS

[Redacted – commercially sensitive information]

65 (72)

APPENDIX 2.1EB
EQUITY BRIDGE

[Redacted – commercially sensitive information]

66 (72)

APPENDIX 2.1IP
COMPANY IPR

[Redacted – commercially sensitive information]

67 (72)

APPENDIX 2.1LA

FORMS OF LOCK-UP AGREEMENTS

See attached.

Form for Management Sellers

LOCK-UP AGREEMENT

[■]¹

Baylin Technologies Inc.

RE: Baylin Technologies Inc. – Lock-Up Agreement

Reference is hereby made to the share purchase agreement (the “Purchase Agreement”), dated [■], 2025, between Baylin Technologies Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and the selling shareholders named in Appendix (1) thereto (collectively (excluding InnKap 4 Admin AB), the “Sellers” and each, a “Seller”). The Purchase Agreement provides for the issuance of common shares in the capital of the Corporation (“Common Shares”) to the Sellers in partial satisfaction of the Purchase Price thereunder (the “Consideration Shares”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement.
In consideration of the benefits that the Purchase Agreement will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees not to (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of, directly or indirectly, any Consideration Shares or any securities convertible into, exercisable for, or exchangeable for Consideration Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Consideration Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or agree to become bound to do so, or disclose to the public any intention to do so for a period commencing on the Closing Date and ending 24 months after the Closing Date (the “Lock-Up Period”), without the Corporation’s prior written consent (the “Lock-Up”).
the Lock-Up shall not prohibit a Seller from:

(a) selling or otherwise disposing of Consideration Shares pursuant to a general offer made to all holders of Common Shares to purchase Common Shares, made in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and on terms which treat all holders of Common Shares equally;

(b) executing and delivering an irrevocable commitment or undertaking to accept a general offer in accordance with Section 3(a) above;

(c) selling or otherwise disposing of Consideration Shares pursuant to an offer by the Corporation to purchase Common Shares, made in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and on terms that treat all holders of Common Shares equally;

¹ Note to Completion: Closing Date to be inserted.

(d) if the undersigned is a natural person, for a bona fide purpose, transferring Consideration Shares to a wholly-owned holding company of the undersigned, provided that prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion;

(e) if the undersigned is not a natural person, for a bona fide purpose, transferring Consideration Shares to a wholly-owned subsidiary of the undersigned or to an affiliated entity that has the same parent as the undersigned, provided that, in either case, prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion;

(f) transferring Consideration Shares to any family trust, the sole beneficiary of which is the undersigned;

(g) transferring Consideration Shares to an investment savings account (Sw. investeringssparkonto, ISK) which the undersigned is the sole holder or beneficiary of;

(h) transferring Consideration Shares to a capital insurance (Sw. kapitalförsäkring), of which the undersigned is the sole holder or beneficiary of, provided that if such transfer or disposition results in a change of the holder of any Consideration Shares, prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion. If the insurance company providing the undersigned with a capital insurance (the "Insurance Provider") cannot sign lock-up undertakings as a matter of policy, the undersigned shall instruct the Insurance Provider, in writing, to comply with all terms of this agreement as if the Insurance Provider had been the undersigned, including the Lock-Up, with respect to any Consideration Shares transferred to the capital insurance by the undersigned;

(i) transferring Consideration Shares upon the death of a natural person pursuant to a will or intestacy, provided that, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion; and

(j) transferring Consideration Shares where required by law, a governmental authority or by order of a court of competent jurisdiction, provided that, except where prohibited by such law or order, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Corporation's transfer agent and registrar relating to the transfer of the undersigned's Common Shares in accordance with the restrictions described above.

3 -
The undersigned hereby represents and warrants to the Corporation that the undersigned (a) has full power and authority to enter into this agreement and (b) understands that it is a condition to the completion of the transactions contemplated by the Purchase Agreement that certain persons enter into an agreement substantially in the form thereof. This agreement is irrevocable and shall be binding upon the undersigned and the heirs, personal representatives, successors and assigns of the undersigned.
This agreement shall terminate upon the expiration of the Lock-Up Period.
This agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The undersigned irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this agreement, the Common Shares or the matters contemplated hereby (and the undersigned agrees not to commence any action, suit or proceeding relating thereto except in such courts).
This agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together shall constitute one and the same instrument. A signed copy of this agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this agreement.

[Signature pages follow.]

DATED as of the date first written above.

Yours truly,

[Seller]

ACKNOWLEDGED AND AGREED to as of the date first written above.

BAYLIN TECHNOLOGIES INC.

By:
Name:
Title:

Form for Non-Management Sellers (other than InnKap)

LOCK-UP AGREEMENT

[■]¹

Baylin Technologies Inc.

RE: Baylin Technologies Inc. – Lock-Up Agreement

Reference is hereby made to the share purchase agreement (the “Purchase Agreement”), dated [■], 2025, between Baylin Technologies Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”) and the selling shareholders named in Appendix (1) thereto (collectively (excluding InnKap 4 Admin AB), the “Sellers” and each, a “Seller”). The Purchase Agreement provides for the issuance of common shares in the capital of the Corporation (“Common Shares”) to the Sellers in partial satisfaction of the Purchase Price thereunder (the “Consideration Shares”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement.
In consideration of the benefits that the Purchase Agreement will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees not to (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of, directly or indirectly, any Consideration Shares or any securities convertible into, exercisable for, or exchangeable for Consideration Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Consideration Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or agree to become bound to do so, or disclose to the public any intention to do so for a period commencing on the Closing Date and ending 18 months after the Closing Date (the “Lock-Up Period”), without the Corporation’s prior written consent (the “Lock-Up”).
Notwithstanding Section 2:

(a) commencing on the day that is 9 months after the Closing Date (the “Initial Release Date”), the Lock-Up shall cease to apply to the undersigned in respect of 25% of the Consideration Shares held by the undersigned on the Initial Release Date;

(b) commencing on the day that is 12 months after the Closing Date, the Lock-Up shall cease to apply to the undersigned in respect of 50% of the Consideration Shares held by the undersigned on the Initial Release Date; and

(c) commencing on the day that is 15 months after the Closing Date, the Lock-Up shall cease to apply to the undersigned in respect of 75% of the Consideration Shares held by the undersigned on the Initial Release Date.

¹ Note to Completion: Closing Date to be inserted.

(d) the Lock-Up shall not prohibit a Seller from:

(i) selling or otherwise disposing of Consideration Shares pursuant to a general offer made to all holders of Common Shares to purchase Common Shares, made in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and on terms which treat all holders of Common Shares equally;

(ii) executing and delivering an irrevocable commitment or undertaking to accept a general offer in accordance with Section 3(d)(i) above;

(iii) selling or otherwise disposing of Consideration Shares pursuant to an offer by the Corporation to purchase Common Shares, made in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and on terms that treat all holders of Common Shares equally;

(iv) if the undersigned is a natural person, for a bona fide purpose, transferring Consideration Shares to a wholly-owned holding company of the undersigned, provided that prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion;

(v) if the undersigned is not a natural person, for a bona fide purpose, transferring Consideration Shares to a wholly-owned subsidiary of the undersigned or to an affiliated entity that has the same parent as the undersigned, provided that, in either case, prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion;

(vi) transferring Consideration Shares to any family trust, the sole beneficiary of which is the undersigned;

(vii) transferring Consideration Shares to an investment savings account (Sw. investeringssparkonto, ISK) which the undersigned is the sole holder or beneficiary of;

(viii) transferring Consideration Shares to a capital insurance (Sw. kapitalförsäkring), of which the undersigned is the sole holder or beneficiary of, provided that if such transfer or disposition results in a change of the holder of any Consideration Shares, prior to effecting such transfer, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion. If the insurance company providing the undersigned with a capital insurance (the "Insurance Provider") cannot sign lock-up undertakings as a matter of policy, the undersigned shall instruct the Insurance Provider, in writing, to comply with all terms of this agreement as if the Insurance Provider had been the undersigned, including

the Lock-Up, with respect to any Consideration Shares transferred to the capital insurance by the undersigned;

(ix) transferring Consideration Shares upon the death of a natural person pursuant to a will or intestacy, provided that, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion; and

(x) transferring Consideration Shares where required by law, a governmental authority or by order of a court of competent jurisdiction, provided that, except where prohibited by such law or order, the transferee shall enter into a lock-up agreement substantially in the form of this agreement, in form and substance satisfactory to the Corporation in its sole discretion.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Corporation’s transfer agent and registrar relating to the transfer of the undersigned’s Common Shares in accordance with the restrictions described above.
The undersigned hereby represents and warrants to the Corporation that the undersigned (a) has full power and authority to enter into this agreement and (b) understands that it is a condition to the completion of the transactions contemplated by the Purchase Agreement that certain persons enter into an agreement substantially in the form hereof. This agreement is irrevocable and shall be binding upon the undersigned and the heirs, personal representatives, successors and assigns of the undersigned.
This agreement shall terminate upon the expiration of the Lock-Up Period.
This agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The undersigned irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this agreement, the Common Shares or the matters contemplated hereby (and the undersigned agrees not to commence any action, suit or proceeding relating thereto except in such courts).
This agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together shall constitute one and the same instrument. A signed copy of this agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this agreement.

[Signature pages follow.]

DATED as of the date first written above.

Yours truly,

[Seller]

ACKNOWLEDGED AND AGREED to as of the date first written above.

BAYLIN TECHNOLOGIES INC.

By:
Name:
Title:

68 (72)

APPENDIX 2.1LBA

LOCKED BOX ACCOUNTS

[Redacted – commercially sensitive information]

69 (72)

APPENDIX 2.1MA MATERIAL AGREEMENTS

[Redacted – commercially sensitive information]

70 (72)

APPENDIX 7.1

DATA ROOM DOCUMENTS

[Redacted – commercially sensitive information]

71 (72)

APPENDIX 7.11.3
FIXED ASSETS

[Redacted – commercially sensitive information]

72 (72)

APPENDIX 10.2.1

R&W INSURANCE POLICY

[Redacted – commercially sensitive information]

AI assistant

Baylin Technologies Inc. — M&A Activity 2025

47166_rns_2025-12-08_0a84d2e2-1921-42de-94eb-0067a728224a.pdf

The Sellers and Baylin Technologies Inc.

Table of Contents

APPENDICES

Share purchase agreement

1 Background

2 Definitions and interpretation

3 Sale and purchase

4 Purchase Price

4.1 Calculation of Purchase Price

4.2 Satisfaction of Purchase Price

4.3 Payment of the Purchase Price

5.2 FDI Approval

5.3 TSX Approval

5.4 Financing Condition

5.5 Non-fulfilment, termination and remediation

6 Closing

6.1.1 At the Closing

7.5 Corporate existence

7.6 Ownership of the Shares and capitalisation of the Group Companies

7.7 Accounts, accounting records and statutory books

7.8 Real property and leased premises etc.

7.9 Agreements

7.10 Products and Product Liability

7.11 Other assets

7.13 Intellectual Property

7.14 IT and data protection

7.15 Employment and Pension Agreements and Labour Controversies

7.16 Environmental Matters

7.18 Litigation

7.19 Taxes

7.22 Information

7.23 Brokers

8 Warranties of the Buyer

8.1 Corporate existence

8.5 No other warranties

9 Covenants

9.1 No Leakage

9.2 Covenants of the Sellers

9.2.1 Conduct of the Business between the Signing Date and the Closing Date

9.2.1.1

9.2.1.2

9.2.2 Obligation to consult

9.2.3 Access to information

9.2.4 Financing cooperation

9.2.5 Dividend

9.2.6 Canadian securities law matters

9.2.7 Waiver of claims

9.2.8 Restrictive covenants

9.3 Covenants of the Buyer

9.4 Further Assurances

10 Indemnification

10.1 General

10.1.1 Breach

10.1.2 Mitigation and recovery

10.3 Limitation of indemnification

10.3.1 Monetary limitations

10.3.2 Time limitations

10.4 Third Party Claims

10.5 Fraud etc.

11 Sellers’ Representative

12 Confidentiality

13 Announcements

14 Costs and expenses

15 Entire agreement

16 Amendments and waivers

17 Notices

18 Assignments

19 Partial invalidity

20 Governing law and disputes

APPENDIX (1)

SELLERS, ALLOCATION OF SHARES AND PURCHASE PRICE ALLOCATION

Appendix 1.3

Subsidiaries

APPENDIX 2.1AC ACCOUNTS

APPENDIX 2.1LA

FORMS OF LOCK-UP AGREEMENTS

LOCK-UP AGREEMENT

Baylin Technologies Inc. M&A Activity 2025