Bird Construction Inc.

Execution Version

ARRANGEMENT AGREEMENT

between

and

STUART OLSON INC.

July 29, 2020

ARTICLE 1 INTERPRETATION ........................................................................................................... 1	ARTICLE 1 INTERPRETATION ........................................................................................................... 1
1.1	Definitions ....................................................................................................................... 1
1.2	Interpretation Not Affected by Headings, etc. .............................................................. 16
1.3	Number, etc. .................................................................................................................. 16
1.4	Date for Any Action ...................................................................................................... 16
1.5	Entire Agreement .......................................................................................................... 16
1.6	Currency ........................................................................................................................ 17
1.7	Accounting Matters ....................................................................................................... 17
1.8	References to Legislation .............................................................................................. 17
1.9	Knowledge .................................................................................................................... 17
1.10	No Strict Construction ................................................................................................... 17
1.11	Schedules ....................................................................................................................... 17
ARTICLE 2 THE ARRANGEMENT AND THE SOX MEETINGS ................................................. 17
2.1	Plan of Arrangement ..................................................................................................... 17
2.2	SOX Board Recommendation ....................................................................................... 20
2.3	SOX Circular and SOX Meetings ................................................................................. 20
2.4	Court Proceedings ......................................................................................................... 21
2.5	Effective Date ................................................................................................................ 22
2.6	Treatment of SOX Awards ............................................................................................ 22
2.7	SOX Officers and Employees ....................................................................................... 24
2.8	Indemnities, Directors' and Officers' Insurance and SOX Agreements and
	Undertakings ................................................................................................................. 24
2.9	Applicable U.S. Securities Laws ................................................................................... 25
2.10	Withholdings Obligations ............................................................................................. 25
ARTICLE 3 COVENANTS .................................................................................................................... 25
3.1	Covenants of Bird.......................................................................................................... 25
3.2	Covenants of SOX ......................................................................................................... 29
3.3	Mutual Covenants Regarding the Arrangement ............................................................ 36
3.4	Covenants Regarding Non-Solicitation ......................................................................... 38
3.5	Access to Information ................................................................................................... 42
3.6	Pre-Arrangement Reorganization .................................................................................. 43
ARTICLE 4 REPRESENTATIONS AND WARRANTIES ................................................................ 45
4.1	Representations and Warranties of Bird ........................................................................ 45
4.2	Representations and Warranties of SOX ....................................................................... 50
4.3	Privacy Issues ................................................................................................................ 71
ARTICLE 5 CONDITIONS PRECEDENT .......................................................................................... 72
5.1	Mutual Conditions Precedent ........................................................................................ 72
5.2	Additional Conditions to Obligations of Bird ............................................................... 73
5.3	Additional Conditions to Obligations of SOX .............................................................. 74
5.4	Notice and Effect of Failure to Comply with Covenants or Conditions ....................... 75
5.5	Satisfaction of Conditions ............................................................................................. 76

ARTICLE 6 AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS ..................... 76

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6.1	Bird Damages ................................................................................................................ 76
6.2	Liquidated Damages and Specific Performance ........................................................... 77
ARTICLE 7 AMENDMENT .................................................................................................................. 77
7.1	Amendment ................................................................................................................... 77
ARTICLE 8 TERMINATION ................................................................................................................ 78
8.1	Termination ................................................................................................................... 78
ARTICLE 9 NOTICES ........................................................................................................................... 79
9.1	Notices ........................................................................................................................... 79
ARTICLE 10 GENERAL ........................................................................................................................ 80
10.1	Assignment and Enurement .......................................................................................... 80
10.2	Disclosure ...................................................................................................................... 80
10.3	Costs .............................................................................................................................. 80
10.4	Severability ................................................................................................................... 80
10.5	Further Assurances ........................................................................................................ 81
10.6	Time of Essence ............................................................................................................ 81
10.7	Governing Law .............................................................................................................. 81
10.8	Waiver ........................................................................................................................... 81
10.9	Third Party Beneficiaries .............................................................................................. 81
10.10	Counterparts .................................................................................................................. 81

SCHEDULE "A" – Plan of Arrangement……………………………………………………………… A-1 SCHEDULE "B" – Form of SOX Voting and Support Agreement...…………………….….…….... B-1 SCHEDULE "C" – Form of SOX Arrangement Resolution………………………………….……... C-1

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated the 29th day of July, 2020

BETWEEN:

BIRD CONSTRUCTION INC. , a corporation existing under the laws of the Province of Ontario (" Bird ")

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STUART OLSON INC. , a corporation existing under the laws of the Province of Alberta (" SOX ")

WHEREAS Bird and SOX wish to complete a transaction involving, among other things: (a) the conversion, settlement, satisfaction and extinguishment, as applicable, of all indebtedness, accrued interest and obligations of SOX and its affiliates under the SOX Debenture Indenture and the SOX Credit Agreement; and (b) the acquisition by Bird of all the issued and outstanding SOX Shares in exchange for Bird Shares, all in accordance with the terms set out herein, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement;

AND WHEREAS Bird and SOX wish to carry out the transactions contemplated by this Agreement by way of a plan of arrangement of SOX under the provisions of the ABCA;

AND WHEREAS the Bird Board and the SOX Board have determined that it would be in the best interests of Bird and SOX, respectively, to enter into this Agreement and to complete the transactions contemplated herein;

AND WHEREAS , concurrently with the execution of this Agreement, Bird has entered into: (a) the SOX Lender Support Agreement; (b) the Canso Subscription and Support Agreement; and (c) the SOX Voting and Support Agreements;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT IN CONSIDERATION of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Whenever used in this Agreement, including the recitals hereto, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

" ABCA " means the Business Corporations Act (Alberta);

" Acquisition Proposal " means any inquiry or the making of any proposal or offer to SOX or the SOX Shareholders from any Person or group of Persons "acting jointly or in concert" (within the meaning of

National Instrument 62-104 – Take-Over Bids and Issuer Bids ), whether or not such proposal or offer is subject to due diligence or other conditions and whether such proposal or offer is made orally or in writing, which constitutes, or may reasonably be expected to lead to (in either case, whether in one transaction or a series of transactions):

(a) any direct or indirect sale, issuance or acquisition of SOX Shares or other securities (or securities convertible or exercisable for SOX Shares or other securities) of SOX that, when taken together with the SOX Shares and other securities of SOX held by the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of any class of equity or voting securities of SOX or rights or interests therein and thereto;
(b) any direct or indirect acquisition or purchase of 20% or more of the assets (or any lease or other arrangement having the same economic effect as an acquisition or purchase) of SOX and its subsidiaries taken as a whole (and, for greater certainty, assets shall include shares of subsidiaries owned by SOX);
(c) an amalgamation, arrangement, share exchange, merger, business combination, joint venture, consolidation, recapitalization, liquidation, dissolution, winding-up reorganization or other similar transaction involving SOX or its subsidiaries (other than an internal reorganization of SOX involving SOX and one or more of its subsidiaries pursuant to Section 3.6 or otherwise);
(d) any take-over bid, issuer bid, exchange offer or similar transaction involving SOX or its subsidiaries that, if consummated, would result in a Person or group of Persons acting jointly or in concert with such Person acquiring beneficial ownership of 20% or more of any class of equity or voting securities of SOX;
(e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the Arrangement, or prevent the completion of the Arrangement; or
(f) public announcement or other public disclosure of an intention to do any of the foregoing,

except that for the purpose of the definition of " Superior Proposal ", the references in this definition of " Acquisition Proposal " to "20% or more of the outstanding voting or equity securities or rights or interests therein" shall be deemed to be references to "all of the outstanding voting or equity securities or rights or interests therein", and the references to "20% or more of the consolidated assets" shall be deemed to be references to "all or substantially all of the assets";

" AcquisitionCo " has the meaning set out in Section 2.1(a);

" affiliate " means any Person that is affiliated with another Person in accordance with the meaning of the Securities Act (Alberta);

" Agreement ", " herein ", " hereof ", " hereto ", " hereunder " and similar expressions mean and refer to this Arrangement Agreement (including the Schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion hereof;

" Agreement Date " means July 29, 2020;

" Applicable Canadian Securities Laws " means the securities legislation or ordinance and regulations thereunder of each province and territory of Canada and the rules, instruments, policies and orders of each Canadian Securities Administrator made thereunder;

" Applicable Laws " means, in any context that refers to one or more Persons or its or their business, activities, property, assets, undertaking or securities, the Laws that apply to such Person or Persons or its or their business, activities, property, assets, undertaking or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their business, activities, property, assets, undertaking or securities;

" Arrangement " means the arrangement, pursuant to section 193 of the ABCA on the terms set out in the Plan of Arrangement, as supplemented, modified or amended in accordance with the Plan of Arrangement or made at the direction of the Court in the Final Order;

" Articles of Arrangement " means the articles of arrangement in respect of the Arrangement required under section 193(10) of the ABCA to be filed with the Registrar after the Final Order has been granted and all other conditions precedent to the Arrangement have been satisfied or waived, to give effect to the Arrangement;

" associate " has the meaning set out in the Securities Act (Alberta);

" Bird " means Bird Construction Inc., a corporation existing under the OBCA;

" Bird Balance Sheet " has the meaning set out in Section 4.1(l)(i);

" Bird Board " means the board of directors of Bird;

" Bird Confidentiality Agreement " means the confidentiality agreement between Bird and SOX dated May 18, 2020;

" Bird Damages Event " has the meaning set out in Section 6.1;

" Bird DSU Plan " means the deferred share unit plan of Bird providing for the grant of Bird DSUs to nonemployee directors of Bird effective January 1, 2013, as amended;

" Bird DSUs " means the outstanding deferred share units granted under the Bird DSU Plan entitling the holders thereof to receive a cash payment equivalent to the value of Bird Shares underlying such Bird DSUs upon ceasing to be a director of Bird;

" Bird EIP " means the equity incentive plan of Bird providing for the grant of Bird Units to select employees or officers of Bird or to persons, firms or corporations who are officers or employees of, or working under contract for, any "related entities" (as defined under National Instrument 45-106 – Prospectus Exemptions ) effective May 12, 2017, as amended;

" Bird Financial Statements " means, collectively, the audited annual consolidated financial statements of Bird as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditor's report thereon, and the unaudited interim condensed consolidated financial statements of Bird as at and for the three month period ended March 31, 2020, together with the notes thereto;

" Bird Group " means Bird and its subsidiaries, as the context requires;

" Bird Information " means the information describing Bird and its business, operations and affairs required to be included or incorporated by reference in the SOX Circular under Applicable Canadian Securities Laws;

" Bird Letter of Credit " has the meaning set out in Section 3.1(u);

" Bird Option Plan " means the stock option plan of Bird providing for the grant of Bird Options to executive officers and other selected employees of the Bird Group dated as of May 6, 2011, as amended;

" Bird Options " means the outstanding stock options of Bird granted under the Bird Option Plan, whether or not vested, entitling the holders thereof to acquire Bird Shares;

" Bird PSUs " means the outstanding performance share units granted under the Bird EIP entitling the holders thereof to receive Bird Shares or a cash payment or a combination thereof upon settlement of such Bird PSUs in accordance with the provisions of the Bird EIP;

" Bird Public Record " means all information filed by Bird since January 1, 2019 with any securities commission or similar regulatory authority in compliance, or intended compliance, with Applicable Canadian Securities Laws, which is available for public viewing on Bird's profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com;

" Bird RSUs " means the outstanding restricted share units granted under the Bird EIP entitling the holders thereof to receive Bird Shares or a cash payment or a combination thereof upon settlement of such Bird RSUs in accordance with the provisions of the Bird EIP;

" Bird Shares " means the common shares in the capital of Bird;

" Bird Termination Fee " has the meaning set out in Section 6.1;

" Bird Units " means, together, Bird RSUs and Bird PSUs;

" Buildings Division " means SOX's buildings division as described in the SOX Public Record;

" Business Day " means, with respect to any action to be taken, any day, other than a Saturday, Sunday or a statutory holiday in the Provinces of Alberta or Ontario;

" Canadian Securities Administrators " means the securities commissions or other securities regulatory authority of each province and territory of Canada;

" Canso " means Canso Investment Counsel Ltd.;

" Canso SOX Shareholders " means those accounts managed by Canso, in its capacity as portfolio manager, that beneficially own or control SOX Shares;

" Canso Purchasers " means certain accounts managed by Canso, in its capacity as portfolio manager for and on behalf of such accounts, that will purchase Bird Shares pursuant to the Offering in accordance with the Canso Subscription and Support Agreement;

" Canso Standstill Agreement " means the standstill agreement entered into among Bird and Canso, dated as of the Agreement Date, which sets out certain matters pertaining to the Bird Shares held by the Canso Purchasers following completion of the Arrangement and the Offering;

" Canso Subscription and Support Agreement " means the subscription and support agreement entered into among Bird, SOX and Canso, in its capacity as portfolio manager for and on behalf of the Debentureholders, the Canso Purchasers and the Canso SOX Shareholders, dated as of the Agreement Date, pursuant to which, among other matters, and in accordance with the terms thereof:

(a) each Debentureholder and Canso SOX Shareholder has agreed to vote the SOX Shares and/or SOX Debentures beneficially owned or controlled or subsequently acquired by such Debentureholder or Canso SOX Shareholder in favour of the SOX Arrangement Resolution and to otherwise support the Arrangement; and
(b) the Canso Purchasers and Bird will agree, conditional upon the completion of the Arrangement, to complete the Offering and subscribe for Bird Shares in accordance with the provisions thereof;

" Cash Management Obligations " has the meaning set out in Section 3.2(c);

" Certificate " means the certificate or other proof of filing to be issued by the Registrar pursuant to section 193(11) or section 193(12) of the ABCA in respect of the Articles of Arrangement;

" Commercial Systems Division " means SOX's commercial systems division as described in the SOX Public Record;

" Commissioner " means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition and includes the Commissioner's representatives where the context requires;

" Competition Act " means the Competition Act (Canada);

" Competition Act Approval " means the occurrence of one or more of the following, in respect of the transactions contemplated by this Agreement:

(a) the Commissioner shall have issued an advance ruling certificate (an " ARC ") pursuant to section 102 of the Competition Act; or
(b) the Commissioner shall have issued a "no action letter" to Bird indicating that he does not, at that time, intend to make an application under section 92 of the Competition Act, and either the waiting period has expired or been terminated by the Commissioner under sections 123(1) or 123(2), respectively, of the Competition Act, or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act has been waived by the Commissioner under section 113(c) thereof;

" Contract " means, with respect to a Party, a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such Party, or any of its subsidiaries, is a Party or under which such Party or any of its subsidiaries is bound, has unfulfilled obligations or contingent liabilities or is owed unfulfilled obligations, whether known or unknown, and whether asserted or not;

" Court " means the Court of Queen's Bench of Alberta;

" Debentureholders " means, collectively, those accounts managed by Canso, in its capacity as portfolio manager, that hold SOX Debentures;

" Depositary " means AST Trust Company (Canada), or such other Person that may be appointed by Bird and SOX in connection with the Arrangement for the purpose of: (a) receiving deposits of certificates formerly representing SOX Shares; and (b) distributing the Lender Cash Consideration to the Lender Agent, on behalf of the Lenders, all in accordance with the Plan of Arrangement;

" Disclosing Party " has the meaning set out in Section 4.3;

" Dissent Rights " has the meaning set out in the Plan of Arrangement;

" Effective Date " means the date the Arrangement becomes effective in accordance with the ABCA;

" Effective Time " means the time on the Effective Date at which the Arrangement becomes effective in accordance with the ABCA;

" Encumbrance " means, in the case of property or an asset, all mortgages, pledges, charges, liens, debentures, hypothecs, trust deeds, outstanding demands, burdens, capital leases, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest in, or against title to, such property or assets, or any part thereof or interest therein, and any agreements, leases, options, easements, rights of way, restrictions, executions or other charges or encumbrances (including notices or other registrations in respect of any of the foregoing) (whether by Applicable Laws, contract or otherwise) against title to any of the property or assets, or any part thereof or interest therein or capable of becoming any of the foregoing;

" Environment " means the natural components of the earth and includes: (a) any land (including land surface or subsurface strata), soil or underground space, surface water, ground water, body of water, sediment, and air (including all layers of the atmosphere); (b) all organic and inorganic matter and living organisms; (c) the interacting natural systems that include components referred to in clauses (a) and (b); (d) the environment or natural environment as defined in any Environmental Laws; and (e) any other environmental medium or natural resource;

" Environmental Laws " means, with respect to any one or more Persons or its or their business, activities, property, assets or undertaking, all Laws relating to the Environment or health and safety matters of the jurisdictions applicable to such Person or Persons or its or their business, activities, property, assets or undertaking, including Laws relating to the storage, use, handling, manufacture, processing, labelling, advertising, sale, display, transportation, treatment, Release or disposal of, or exposure to, Hazardous Substances;

" Final Order " means the order of the Court approving the Arrangement pursuant to section 193(9)(a) of the ABCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

" Governmental Authority " means any: (a) domestic or foreign federal, territorial, provincial, state, regional, municipal or local governmental, regulatory or administrative authority, department, court, agency, commission, board or tribunal, arbitral body, bureau, ministry, agency or instrumentality or official, including any political subdivision thereof; (b) quasi-governmental or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (c) any stock exchange;

" Governmental Authorizations " means licenses, permits, certificates, consents, orders, grants, registrations, recognition orders, exemption relief orders, no-action relief and other authorizations (including in connection with Environmental Laws) from any Governmental Authority;

" Hazardous Substances " means any pollutant, substance, dangerous substance, toxic substance, hazardous material, hazardous substance, waste, hazardous waste, dangerous good or contaminant, whether natural or artificial, and all breakdown substances, including any other material or substance that is prohibited, listed, defined, designated, classified or regulated under or pursuant to any Environmental Laws;

" IFRS " means accounting principles generally accepted in Canada applicable to public companies at the relevant time and which incorporates International Financial Reporting Standards as adopted by the Canadian Accounting Standards Board;

" Industrial Division " means SOX's industrial division as described in the SOX Public Record;

" Interim Order " means the interim order of the Court concerning the Arrangement under section 193(4) of the ABCA, containing declarations and directions with respect to the Arrangement and the holding of the SOX Meetings, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

" Issue Price " means $6.32 per Bird Share;

" Laws " means all laws (including, for greater certainty, common law), all statutes, regulations, by-laws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices and directions enacted by a Governmental Authority (including all Applicable Canadian Securities Laws) and the terms and conditions of any grant of approval, permission, judgement, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

" Lender Agent " means The Toronto-Dominion Bank, in its capacity as administrative agent under the SOX Credit Agreement;

" Lender Cash Consideration " has the meaning set out in the Plan of Arrangement;

" Lender Financial Instrument Obligations " has the meaning set out in Section 3.2(c);

" Lenders " means, collectively, the lenders under the SOX Credit Agreement, and " Lender " means any one of them;

" Matching Period " has the meaning set out in Section 3.4(d);

" material adverse change " or " material adverse effect " means, with respect to a Party, any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects or circumstances, is or could reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (absolute, accrued, contingent or otherwise) or cash flows of such Party and its subsidiaries, taken as a whole, except any such change, event, occurrence, effect, or circumstance resulting from or arising in connection with:

(a) any change, event or occurrence affecting the industry and jurisdictions in which SOX or Bird, as the case may be, operate, and not specifically relating to SOX or Bird, as the case may be;
(b) any change in global, national or regional political conditions or in general economic, business, banking, regulatory, political, currency exchange, interest rate, rate of inflation or market conditions or in national or global financial or capital markets;
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(c) any adoption, proposal, implementation or change in law or any interpretation of law by any governmental entity;
(d) any change in generally accepted accounting principles;
(e) any natural disaster or emergency, war (whether declared or undeclared) or other armed conflict, riots or civil disorder, acts of terrorism, or governmental responses to any of the foregoing;
(f) the COVID-19 pandemic and its continuing effect on working restrictions and the local, national and global economy;
(g) any change in crude oil, natural gas or related hydrocarbon prices on a current or forward basis;
(h) any deferrals, revocations, cancellations, delays or changes in scope of projects forming part of SOX's or Bird's backlog, as the case may be, and, in the case of SOX, inability to bid on certain work or projects or add to its backlog due to bonding restrictions and any implications thereof;
(i) any change in the market price or trading volume of any securities of a Party (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a material adverse effect has occurred);
(j) any changes, effects or actions arising, directly or indirectly, from this Agreement or the Arrangement, including any public announcement of the foregoing, or consented to or approved in writing by the other Party and all changes or effects occurring as a direct result thereof; or
(k) any matter which has been publicly disclosed in a SEDAR filing of the Party or has been included in the SOX Disclosure Letter,

provided, however, that the effect or change referred to in clauses (a), (b), (d), (e) or (g) above does not primarily relate only to (or have the effect of primarily relating only to) the applicable Party and its subsidiaries, taken as a whole, or disproportionately affect the applicable Party and its subsidiaries, taken as a whole, relative to other entities of a similar size and operating in the same industry, in which case the relevant exclusion from these definitions of "material adverse change" or "material adverse effect" referred to in clauses (a), (b), (d), (e) or (g) above will not be applicable;

" material change " has the meaning set out in the Securities Act (Alberta);

" Material Construction Contracts " has the meaning set out in Section 4.2(dd)(i);

" Material Contracts " has the meaning set out in Section 4.2(dd)(ii);

" misrepresentation " has the meaning set out in the Securities Act (Alberta);

" OBCA " means the Business Corporations Act (Ontario);

Price per share, representing aggregate gross proceeds of $40,000,000 on a "private placement" basis, to be completed in accordance with the provisions of the Canso Subscription and Support Agreement prior to the Effective Time;

" Other Party " means: (a) with respect to Bird, SOX; and (b) with respect to SOX, Bird;

" Outside Date " means October 15, 2020; provided that if the Competition Act Approval has not been received by October 15, 2020, the Outside Date shall be November 15, 2020;

" Parties " means Bird and SOX, and " Party " means either one of them;

" Pension Plan " means a "registered pension plan" as that term is defined in the Tax Act or any pension plan within the meaning of federal or provincial pension benefits standards legislation;

" Permitted Encumbrances " means: (a) easements, rights of way, servitudes or other similar rights, including rights of way for highways, railways, sewers, drains, gas or oil pipelines, gas or water mains, electric light, power, telephone or cable television towers, poles, and wires; (b) the regulations and any rights reserved to or vested in any municipality or Governmental Authority to levy taxes or to control or regulate either Party's interests in any manner; (c) the right reserved to or vested in any municipality or Governmental Authority by the terms of any lease, licence, franchise, grant or permit or by any provision of Applicable Law, to terminate such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof; (d) statutory exceptions to title and the reservations, limitations and conditions in any grants or transfers from the Crown (or any Governmental Authority) of mines and minerals; (e) undetermined or inchoate liens incurred or created in the ordinary course of business as security for a Party's share of the costs and expenses of the development or operation of any of its assets, which costs and expenses are not delinquent as of the Effective Time; (f) undetermined or inchoate mechanics' liens and similar liens for which payment for services rendered or goods supplied is not delinquent as of the Effective Time; (g) any Encumbrances permitted under a Party's existing credit facilities; (h) any Encumbrance or trust arising in connection with workers' compensation, unemployment insurance, pension or employment laws or regulations; and (i) Taxes, assessments or governmental charges which are not delinquent as of the Effective Time or the validity of which is being diligently contested in good faith by or on behalf of a Party;

" Person " includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

" Plan of Arrangement " means the plan of arrangement attached hereto as Schedule "A", as the same may be amended or supplemented from time to time in accordance with the terms hereof, thereof or at the direction of the Court in the Final Order;

" Pre-Arrangement Reorganization " has the meaning set out in Section 3.6(a)(i);

" Recipient " has the meaning set out in Section 4.3(a);

" Registrar " means the Registrar of Corporations for the Province of Alberta appointed under section 263 of the ABCA;

" Release " means any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment,

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incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into or through the Environment that would constitute a violation of Environmental Law;

" Representatives " has the meaning set out in Section 3.4(a);

" Return " means any report, return, statement, claim for refund, estimate, election, designation, form, declaration of estimated tax, information statement and return relating to, or required to be filed or actually filed with a Governmental Authority in connection with, any Taxes;

" Secured Debt Documents " means, collectively: (a) the SOX Credit Agreement; and (b) all agreements and documentation relating to the foregoing, including, without limitation, all guarantees and security documents executed by SOX and its affiliates in connection with the SOX Credit Agreement;

" Secured Indebtedness " means, collectively, all of the obligations, indebtedness and liabilities of SOX and its affiliates to the Lender Agent and the Lenders under the Secured Debt Documents, including principal and all accrued and unpaid interest, fees (including, for certainty, all standby, issuance and fronting fees) and expenses (including, for certainty, all unpaid fees, expenses and disbursements of the advisors to the Lenders) outstanding to the Lender Agent and to the Lenders under or pursuant to the Secured Debt Documents;

" SOX " means Stuart Olson Inc., a corporation existing under the ABCA;

" SOX Accounts Receivable " means, at any point of determination, all trade and other accounts receivable, notes receivable, unbilled revenue and other debts due or accruing due to any member of the SOX Group relating to goods and/or services provided prior to such time, net of any allowance for doubtful accounts, as determined in accordance with IFRS;

" SOX Arrangement Resolution " means the special resolution in respect of the Arrangement to be considered by the Lenders, the Debentureholders and the SOX Shareholders, each voting as a separate class, at the SOX Meetings, substantially in the form attached hereto as Schedule "C";

" SOX Assets " means, collectively, all of the assets, properties, Governmental Authorizations, rights or other privileges (whether contractual or otherwise) of the members of the SOX Group;

" SOX Awards " means, collectively, the SOX DSUs, SOX Options, SOX Units and SOX Share Units outstanding immediately prior to the Effective Time;

" SOX Balance Sheet " has the meaning set out in Section 4.2(o)(i);

" SOX Benefit Plans " means all plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded, registered or unregistered) sponsored, provided, maintained or contributed to by any member of the SOX Group for the benefit of any employees, directors, officers, consultants or contractors (or former employees, directors, officers, consultants or contractors) or their respective beneficiaries or dependents, or in respect of which any member of the SOX Group is a party to, is required to contribute to, participates in or has any actual or potential liability for or obligation under, including:

(a) any Pension Plan, supplemental pension or other retirement plan, retirement income or retirement savings plan (including any group registered retirement savings plan);
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(b) any compensation or incentive compensation, deferred compensation, profit-sharing, commissions, stock option, stock appreciation rights, phantom stock, share purchase or other equity incentive, change of control, retention bonus, severance or termination pay plan or agreement; and
(c) any health or other medical, life, disability or other insurance (whether insured or selfinsured), supplementary unemployment benefit, salary continuation, vacation, sick leave, death or survivor benefit, education assistance, mortgage assistance, employee loan or other taxable benefits, or any other fringe benefit or similar employee benefit;

except that the term " SOX Benefit Plans " will not include any statutory plans with which any member of the SOX Group is required to comply, including the Canada Pension Plan, Québec Pension Plan and plans administered under applicable provincial health tax, workers' compensation, workplace health or safety and insurance and employment insurance legislation;

" SOX Board " means the board of directors of SOX;

" SOX Board Recommendation " has the meaning set out in Section 2.2;

" SOX Circular " means the management information circular of SOX to be sent by SOX to the Lenders, the Debentureholders and the SOX Shareholders (and any other Persons as set out in the Interim Order) in connection with the SOX Meetings, together with any amendments thereto or supplements thereof;

" SOX Collective Agreements " means all collective bargaining agreements or union agreements, whether written or oral, that any member of the SOX Group and any of their SOX Employees are currently subject to, or are proposed to become subject to, and all related documents, including letters of understanding, letters of intent and other written communications with bargaining agents for any SOX Employee which impose any obligations upon any member of the SOX Group;

" SOX Confidentiality Agreement " means the confidentiality agreement between SOX and Bird dated June 30, 2020;

" SOX Credit Agreement " means the second amended and restated credit agreement (as amended by the First Amending Agreement made as of March 23, 2020, as amended by the Second Amending Agreement made as of June 18, 2020) dated on November 6, 2019 between SOX, as borrower, a syndicate of lenders consisting of The Toronto-Dominion Bank, HSBC Bank Canada, ATB Financial, Canadian Imperial Bank of Commerce, Bank of America, N.A., Canada Branch, and National Bank of Canada, and the Lender Agent, as administrative agent;

" SOX Debenture Indenture " means the trust indenture between SOX and Computershare Trust Company of Canada, as trustee, dated September 20, 2019, as supplemented by the First Supplemental Indenture dated March 30, 2020, as amended;

" SOX Debentures " means the $70,000,000 aggregate principal amount of 7.00% convertible unsecured subordinated debentures due September 20, 2024 issued by SOX pursuant to the SOX Debenture Indenture;

" SOX Disclosure Letter " means the disclosure letter dated the Agreement Date from SOX to Bird;

" SOX DSU Plan " means the deferred share unit plan of SOX providing for the grant of SOX DSUs to nonemployee directors and participant employees (which practice was discontinued in 2012) of SOX effective November 3, 2009 and amended as of December 11, 2019, as amended;

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" SOX DSUs " means the deferred share units granted under the SOX DSU Plan and outstanding immediately prior to the Effective Time entitling the holders thereof to receive a cash payment equivalent to the value of SOX Shares underlying such SOX DSUs upon ceasing to be employed by, or a director of, SOX in accordance with the provisions of the SOX DSU Plan;

" SOX Employee Obligations " means the obligations of the SOX Group to pay any amount to or for the benefit of officers, directors, employees or consultants of the SOX Group as a result of the completion of the Arrangement, other than salary, employee share purchase plan contributions and vacation pay in the ordinary course and in each case in amounts consistent with historic practices, pursuant to all employment, consulting services and change of control agreements, termination, severance and retention plans or policies for severance, termination or bonus payments and any payments or compensation pursuant to any other incentive plans, resolutions of the SOX Board or otherwise in accordance with Applicable Laws, including, for greater certainty, the SOX Severance Amounts and K.E.R.P. payments but excluding any SOX Shares or any payments made on exercise, surrender, settlement or redemption of SOX Awards as contemplated in Section 2.6 and the Plan of Arrangement;

" SOX Employees " means all of the current and former employees (including officers), consultants and independent contractors of any member of the SOX Group at any particular time;

" SOX Fairness Opinion " means the opinion of PricewaterhouseCoopers LLP as financial advisor to the SOX Board to the effect that the consideration to be received by the SOX Shareholders under the Arrangement is fair, from a financial point of view, to the SOX Shareholders;

" SOX Financial Statements " means, collectively, the audited annual consolidated financial statements of SOX as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditor's report thereon, and the unaudited interim condensed consolidated financial statements of SOX as at and for the three month period ended March 31, 2020, together with the notes thereto;

" SOX Group " means SOX and its subsidiaries, as the context requires;

" SOX Information " means the information describing SOX and its business, operations and affairs required to be included or incorporated by reference in the SOX Circular under Applicable Canadian Securities Laws;

" SOX Leased Personal Property " means all personal or movable property or assets leased, subleased or licensed by any member of the SOX Group;

" SOX Leased Real Property " means all real or immovable property leased, subleased, licensed or occupied by any member of the SOX Group;

" SOX Leases " means, collectively, all real property lease, sublease or license agreements which have been entered into by any of the members of the SOX Group as tenants, subtenants, or licensees, and all amendments or modifications thereto;

" SOX Lender Support Agreement " means the support agreement entered into between Bird, SOX and certain of the Lenders, dated as of the Agreement Date, pursuant to which, among other matters, each Lender who has executed and delivered such support agreement has agreed to vote in favour of the SOX Arrangement Resolution and to otherwise support the Arrangement;

" SOX Letter of Credit " means a letter of credit issued by a Lender under or pursuant to the SOX Credit Agreement;

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" SOX Meetings " means the special meetings of the Lenders, the Debentureholders and the SOX Shareholders to be called and held in accordance with this Agreement and the Interim Order to consider the SOX Arrangement Resolution and related matters, and any postponement(s) or adjournment(s) thereof;

" SOX New Options " means the stock options of SOX granted under the SOX Treasury Plan and outstanding immediately prior to the Effective Time, whether or not vested, entitling the holders thereof to acquire SOX Shares in accordance with the provisions of the SOX Treasury Plan;

" SOX Old Option Plan " means the stock option plan of SOX providing for the grant of SOX Old Options to directors, officers, key employees or consultants of the SOX Group dated effective March 10, 2010, as amended;

" SOX Old Options " means the stock options of SOX granted under the SOX Old Option Plan and outstanding immediately prior to the Effective Time, whether or not vested, entitling the holders thereof to acquire SOX Shares in accordance with the provisions of the SOX Old Option Plan;

" SOX Option Cancellation Agreements " means, collectively, agreements in form satisfactory to each of SOX and Bird, acting reasonably, entered into between SOX and holders of SOX Options, prior to the Effective Time, whereby each holder of SOX Options agreed to surrender such SOX Options for cancellation to SOX in accordance with Section 2.6(b) and the Plan of Arrangement;

" SOX Options " means, together, the SOX Old Options and the SOX New Options;

" SOX Owned Personal Property " means all personal or movable property or assets owned by any member of the SOX Group;

" SOX Owned Real Property " means all lands owned by any members of the SOX Group and all plants, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate thereon, therein, thereunder or forming part thereof;

" SOX Principal Customers " means the 10 largest customers of the SOX Group (taken as a whole) determined by gross amounts billed by the members of the SOX Group under Contract or otherwise to their customers during the 12 month period ended December 31, 2019;

" SOX Principal Suppliers " means the 10 largest suppliers to SOX Group (taken as a whole) determined by gross amounts paid by the members of the SOX Group to their respective suppliers under Contract or otherwise during the 12 month period ended December 31, 2019;

" SOX PSUs " means the performance share units granted under the SOX Unit Plan and outstanding immediately prior to the Effective Time entitling the holders thereof to receive a cash payment upon settlement of such SOX PSUs in accordance with the provisions of the SOX Unit Plan;

" SOX Public Record " means all information filed by SOX since January 1, 2019 with any securities commission or similar regulatory authority in compliance, or intended compliance, with Applicable Canadian Securities Laws, which is available for public viewing on the SEDAR website at www.sedar.com under SOX's profile;

" SOX Real Property " means, together, the SOX Owned Real Property and the SOX Leased Real Property;

" SOX Related Parties " has the meaning set out in Section 4.2(t);

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" SOX RSUs " means the restricted share units granted under the SOX Unit Plan and outstanding immediately prior to the Effective Time entitling the holders thereof to receive a cash payment upon settlement of such SOX RSUs in accordance with the provisions of the SOX Unit Plan;

" SOX Severance Amounts " means the severance and change of control payments, together with all other SOX Employee Obligations, to which the officers of SOX would be entitled if such officers are terminated on the Effective Date in accordance with the provisions of Section 2.7, with such amounts and the applicable employees and officers of the SOX Group disclosed in the SOX Disclosure Letter;

" SOX Share Units " means the share units granted under the SOX Treasury Plan and outstanding immediately prior to the Effective Time entitling the holders thereof to receive SOX Shares, a cash payment or a combination thereof upon settlement of such SOX Share Units in accordance with the provisions of the SOX Treasury Plan;

" SOX Shareholder Rights Plan " means SOX's amended and restated shareholder rights plan dated April 15, 2019 and adopted by the SOX Shareholders on May 22, 2019, as amended;

" SOX Shareholders " means the holders of SOX Shares;

" SOX Shares " means the common shares in the capital of SOX;

" SOX Supporting Shareholders " means, collectively: (a) each of the directors and officers of SOX and certain associates or affiliates of certain directors and officers; and (b) certain significant SOX Shareholders, including, for greater certainty, Alberta Investment Management Corporation;

" SOX Transaction Costs " means all costs and expenses incurred by SOX in connection with the Arrangement, including SOX Employee Obligations and all legal, accounting, audit, financial advisory, printing and other administrative and professional fees, costs and expenses incurred by SOX in connection with the Arrangement, but excluding: (a) any premiums paid for director and officer run-off insurance purchased by SOX in accordance with Section 2.8(b); and (b) if applicable, the costs of any proxy solicitation and/or information agents engaged to solicit proxies in favour of the SOX Arrangement Resolution;

" SOX Treasury Plan " means the stock option and treasury plan of SOX providing for the grant of SOX New Options and SOX Share Units to employees, consultants or members of SOX and its affiliates (but excluding non-executive directors) effective May 22, 2019, as amended;

" SOX Unit Plan " means the incentive share unit plan of SOX providing for the grant of SOX Units to employees (including officers but excluding non-employee directors) of the SOX Group effective March 7, 2017, as amended;

" SOX Units " means, together, SOX RSUs and SOX PSUs;

" SOX Voting and Support Agreements " means, collectively, the support agreements, substantially in the form attached hereto as Schedule "B", entered into between Bird and the SOX Supporting Shareholders;

" SOX Working Capital " means current assets (as defined by the following accounts: trade and other receivables excluding any amounts receivable from the Winnipeg Stadium project, net of allowances, costs in excess of billings, prepaid expenses, inventories) less current liabilities (as defined by the following accounts/items: trade and other payables, provisions, contract liabilities (including, for the avoidance of doubt, the Structal, Carmacks, Maple Leaf, Stadium Shopping Mall, and Culliton claims to the extent not

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fully resolved), and in addition the Tartan Vendor Takeback Note payable, arrangement bonuses not included in SOX's Key Employee Retention Program (" K.E.R.P. ")) and expenses payable, and the amounts payable at closing in respect of SOX Awards per normal course, whether or not such amounts have been recorded as current liabilities; and for the avoidance of doubt, the calculation of SOX Working Capital will exclude any SOX Transaction Costs (or amounts accrued therefor);

" subsidiary " has the meaning set out in the Securities Act (Alberta);

" Superior Proposal " means any unsolicited bona fide written Acquisition Proposal described in clauses (a) to (d) of the definition of "Acquisition Proposal" from a Person who is an arm's length third party to SOX:

(a) to acquire all of the outstanding SOX Shares or all or substantially all of the assets of SOX on a consolidated basis;
(a) that complies with all Applicable Laws and did not result from or involve a breach of SOX's obligations under Section 3.4;
(b) that the SOX Board and any relevant committee thereof determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its independent financial advisors and after taking into account all the terms, conditions and aspects of the Acquisition Proposal, is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal;
(c) that is not subject to a financing condition and in respect of which any funds or other consideration or arrangement necessary to complete the Acquisition Proposal have been demonstrated to the satisfaction of the SOX Board, acting in good faith (after receiving advice from its independent financial advisors and outside legal counsel), are or are reasonably likely to be in place to ensure that the third party will have the funds necessary for completion of the Acquisition Proposal at the time and on the basis set out therein;
(d) that is not subject to any due diligence and/or access condition; and
(e) in respect of which the SOX Board and any relevant committee thereof determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its independent financial advisors and after taking into account all the terms, conditions and aspects of the Acquisition Proposal:
(i) such Acquisition Proposal would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to each of the Lenders, the Debentureholders and the SOX Shareholders than the Arrangement (including taking into account any modifications to this Agreement proposed by Bird as contemplated by Section 3.4(d)); and
(ii) that recommending such Acquisition Proposal to the SOX Shareholders and entering into a definitive agreement with respect to such Acquisition Proposal would be necessary for the SOX Board in the discharge of its fiduciary duties under Applicable Laws;
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" Surety Letter of Credit " has the meaning set out in Section 3.1(u);

" Tax " or " Taxes " means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Applicable Laws and howsoever denominated, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation, capital gain, minimum, transfer, land transfer, sales, goods and services, harmonized sales, use, valueadded, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, employment insurance, health and health insurance, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, pension plan and workers compensation premiums or contributions, and other obligations of the same or of a similar nature to any of the foregoing which one of the Parties or any of its subsidiaries is required to pay, withhold, collect or remit;

" Tax Act " means the Income Tax Act (Canada);

" Technology " has the meaning set out in Section 4.2(aaa)(ii);

" Third Party Beneficiaries " has the meaning set out in Section 10.9;

" Transferred Information " has the meaning set out in Section 4.3(a);

" TSX " means the Toronto Stock Exchange; and

" U.S. Securities Act " means the United States Securities Act of 1933 .

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereto" and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

1.5 Entire Agreement

This Agreement, the SOX Confidentiality Agreement and the Bird Confidentiality Agreement, together with the agreements and documents referred to herein and therein, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. For greater certainty, the SOX Lender Support Agreement, the Canso Subscription and Support

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Agreement, the SOX Voting and Support Agreements and the Canso Standstill Agreement are separate agreements between the parties thereto and are unaffected by this Section 1.5.

1.6 Currency

Unless otherwise indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature that are required to be made shall be made in a manner consistent with IFRS.

1.8 References to Legislation

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.9 Knowledge

In this Agreement, references to "to the knowledge of" means the actual knowledge of: (a) in the case of Bird, Terrance L. McKibbon, the President and Chief Executive Officer of Bird and Wayne R. Gingrich, the Chief Financial Officer of Bird; and (b) in the case of SOX, David LeMay, the President and Chief Executive Officer of SOX, Dean R. Beacon, the Executive Vice President and Chief Financial Officer of SOX and Richard Stone, the Vice President, General Counsel and Corporate Secretary of SOX, as the case may be, as of the Agreement Date and after due inquiry, and such officers shall make such inquiry as is reasonable in the circumstances.

1.10 No Strict Construction

The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.

1.11 Schedules

The following schedules attached hereto are incorporated into, and form an integral part of, this Agreement:

Schedule "A" – Plan of Arrangement Schedule "B" – Form of SOX Voting and Support Agreement Schedule "C" – Form of SOX Arrangement Resolution

ARTICLE 2

THE ARRANGEMENT AND THE SOX MEETINGS

2.1 Plan of Arrangement

(a) Subject to the terms of this Agreement, the Parties agree to carry out the Arrangement in accordance with the terms of the Plan of Arrangement. Notwithstanding any other provision of this Agreement, Bird may acquire the SOX Shares through a direct or
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indirectly wholly-owned subsidiary, currently existing or to be organized under the Laws of any jurisdiction in Canada (" AcquisitionCo "). If the acquisition is undertaken through AcquisitionCo, Bird will cause AcquisitionCo to perform all of its obligations under the Plan of Arrangement and will be responsible and liable for any breaches thereof.

(b) As soon as reasonably practicable after the Agreement Date, but in any event by no later than August 31, 2020, SOX will apply to the Court, in a manner acceptable to Bird, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Bird. SOX shall take all actions and do all things necessary or desirable, in accordance with all Applicable Laws, to, in accordance with the terms of and the procedures contained in the Interim Order, duly call, give notice of, convene and hold the SOX Meetings as promptly as practicable, and in any event not later than October 9, 2020 (subject to any adjournment or postponement required or permitted by this Agreement) and with a record date not later than August 31, 2020, to vote upon the SOX Arrangement Resolution and any other matters as may be properly brought before such meeting (on the condition that, except as otherwise required by Law, SOX will not propose or submit for consideration at the SOX Meetings any business other than the approval of the Arrangement and the SOX Arrangement Resolution without the prior written consent of Bird). Upon receipt of the Interim Order, SOX will promptly carry out the terms of the Interim Order to the extent applicable to it.
(c) The application for an Interim Order referred to in Section 2.1(b) shall request that the Interim Order provide, among other things:
(i) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and for the manner in which such notice is to be provided;
(ii) that the requisite approval for the SOX Arrangement Resolution to be placed before the Lenders, the Debentureholders and the SOX Shareholders at the SOX Meetings shall be:
- (A) a majority in number of the Lenders holding at least 66⅔% of all of the obligations, indebtedness and liabilities of SOX and its affiliates to the Lenders under the SOX Credit Agreement;
- (B) a majority in number of the Debentureholders holding at least 66⅔% of all of the obligations, indebtedness and liabilities of SOX and its affiliates to the Debentureholders under the SOX Debenture Indenture; and
- (C) 66⅔% of the votes cast on the SOX Arrangement Resolution by SOX Shareholders present in person or represented by proxy at the applicable SOX Meeting (and that each SOX Shareholder is entitled to one vote for each SOX Share held) and, if required under Applicable Canadian Securities Laws, by a majority of the votes cast on the SOX Arrangement Resolution by SOX Shareholders present in person or represented by proxy at the applicable SOX Meeting after excluding the votes of those Persons whose votes are required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;
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(iii) that, in all other material respects, the terms, restrictions and conditions of the constating documents of SOX, including quorum requirements and all other matters, shall apply in respect of the SOX Meetings;
(iv) for the grant of Dissent Rights to the registered SOX Shareholders as set forth in the Plan of Arrangement;
(v) that the SOX Meetings may be adjourned or postponed from time to time in accordance with the terms of this Agreement, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement without the need for additional approval of the Court;
(vi) confirmation of the record date for the purposes of determining the Lenders, the Debentureholders and the SOX Shareholders entitled to receive material and vote at the SOX Meetings in accordance with the Interim Order;
(vii) that such record date will not change in respect of any adjournment(s) or postponement(s) of the SOX Meetings, unless required by Applicable Laws;
(viii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and
(ix) for such other matters as the Parties may agree in writing, each acting reasonably.

In the application referred to in Section 2.1(b), SOX shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act for the issuance of the Bird Shares pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Bird Shares will be issued. Each Person to whom Bird Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right.

(d) On the condition that all necessary approvals for the SOX Arrangement Resolution are obtained from the Lenders, the Debentureholders and the SOX Shareholders, SOX shall, as soon as reasonably practicable following the SOX Meetings, submit the Arrangement to the Court and apply for the Final Order.
(e) As soon as reasonably practicable, but in any event no later than five Business Days following the later of the issuance of the Final Order and the receipt of the Competition Act Approval, and subject to the satisfaction or waiver of the conditions set out in Article 5, each Party shall execute and deliver such closing documents and instruments and forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to section 193(10) of the ABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without further act or formality.
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2.2 SOX Board Recommendation

SOX represents and warrants to Bird that the SOX Board:

(a) has unanimously determined that:
(i) the Arrangement is fair, from a financial point of view, to the SOX Shareholders;
(ii) it will recommend that the SOX Shareholders vote in favour of the SOX Arrangement Resolution; and
(iii) the Arrangement and the entry into this Agreement are in the best interests of SOX and the SOX Shareholders;

(collectively (a)(i), (ii) and (iii), the " SOX Board Recommendation "); and

(b) has received the verbal SOX Fairness Opinion from PricewaterhouseCoopers LLP, the financial advisor to the SOX Board, that the Arrangement is fair, from a financial point of view, to the SOX Shareholders.

2.3 SOX Circular and SOX Meetings

(a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, SOX shall, with assistance from and the participation of Bird: (i) prepare the SOX Circular together with any other documents required by Applicable Laws in connection with the SOX Meetings, and cause the SOX Circular and such other documents to be mailed to the Lenders, the Debentureholders and the SOX Shareholders and such other Persons as required by the Interim Order and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by no later than September 15, 2020; and (ii) call, give notice of, convene and conduct the SOX Meetings by no later than October 9, 2020 and not adjourn, postpone or cancel (or propose the same) the SOX Meetings without the prior written consent of Bird except in the case of an adjournment required for quorum purposes, at which SOX Meetings the SOX Arrangement Resolution shall be submitted to the Lenders, the Debentureholders and the SOX Shareholders entitled to vote upon such resolution for approval.
(b) SOX shall, with assistance from and the participation of Bird, cause the SOX Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws and to provide the Lenders, the Debentureholders and the SOX Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the SOX Meetings, and shall include: (i) the SOX Information; (ii) a copy of the SOX Fairness Opinion; (iii) the SOX Board Recommendation; (iv) the Bird Information; and (v) a summary of the terms of the SOX Lender Support Agreement, the Canso Subscription and Support Agreement and the SOX Voting and Support Agreements.
(c) The SOX Circular shall include the SOX Board Recommendation.
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(d) SOX shall make commercially reasonable efforts to, in a timely manner, provide Bird with all financial statements and financial information reasonably requested by Bird to prepare pro forma financial statements required for inclusion in the SOX Circular.
(e) Bird shall, in a timely manner, provide SOX with the Bird Information, and such other information relating to Bird as SOX may reasonably request for inclusion in the SOX Circular (including all necessary third party consents), so as to permit SOX to comply with the timeline set out in Section 2.3(a).
(f) SOX shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the Bird Information into the SOX Circular substantially in the form provided by Bird, and SOX shall provide Bird and its Representatives with an opportunity to review and comment on the SOX Circular and any other relevant documentation and shall give due consideration to all comments made by Bird and its Representatives. The SOX Circular shall be in form and content satisfactory to SOX and Bird, each acting reasonably, and shall comply with Applicable Canadian Securities Laws.
(g) SOX shall use its best efforts to ensure that the SOX Information included in the SOX Circular does not, at the time of the mailing of the SOX Circular, contain any misrepresentation.
(h) Bird shall use its best efforts to ensure that the Bird Information provided by it for inclusion in the SOX Circular does not, at the time of the mailing of the SOX Circular, contain any misrepresentation.
(i) A Party shall promptly notify the Other Party if it becomes aware that the SOX Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and SOX shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Lenders, the Debentureholders and the SOX Shareholders and such other Persons as required by the Interim Order and, if required by the Court or by Law, file the same with the applicable securities regulatory authorities and other Governmental Authorities as required.

2.4 Court Proceedings

In connection with the Court proceedings relating to obtaining the Interim Order and the Final Order, SOX shall:

(a) provide Bird and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Bird for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Bird and its legal counsel with respect to any such information required to be supplied by Bird and included in such material and any other matters contained therein;
(b) provide counsel to Bird, on a timely basis, with copies of any notice of appearance and evidence served on SOX or its counsel in respect of the application for Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or
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oral) received by SOX indicating an intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;

(c) not object to legal counsel to Bird making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably;
(d) subject to Laws, not file any material with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Bird's prior written consent, such consent not to be unreasonably withheld or delayed; on the condition that nothing herein shall require Bird to agree or consent to, and Bird shall not be deemed to agree or consent to, any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Bird's obligations, or diminishes or limits Bird's rights, set forth in any such filed or served materials or under this Agreement; and
(e) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order or the Final Order or by Law to return to Court with respect to the Interim Order or the Final Order do so only after notice to, and in consultation and cooperation with, Bird.

2.5 Effective Date

The Arrangement shall become effective at the Effective Time on the Effective Date. The Certificate shall be conclusive evidence that the Arrangement has become effective as of the Effective Time. The Parties shall use their reasonable commercial efforts to cause the Effective Date to occur as soon as reasonably practicable, but in any event no later than five Business Days following the later of the issuance of the Final Order and the receipt of the Competition Act Approval and, in any event, by the Outside Date.

2.6 Treatment of SOX Awards

(a) The SOX Disclosure Letter sets out the particulars of SOX Awards outstanding as at the Agreement Date, including: (i) the names of holders of SOX Awards and the number and type of SOX Awards held by them; (ii) the date of grant; (iii) the date of expiry; (iv) satisfaction of vesting conditions and, if applicable, evidence of accelerated vesting; (v) in the case of the SOX Options, the exercise price; and (vi) the number of SOX Shares issuable or amount of cash payable on exercise, settlement or redemption, as applicable, of each SOX Award.
(b) SOX agrees that it shall use its commercially reasonable best efforts to obtain an executed SOX Option Cancellation Agreement from each holder of SOX Options at least three Business Days prior to the time that the application for the Interim Order is heard. The SOX Option Cancellation Agreement shall provide that each holder of SOX Options agrees, conditional upon the occurrence of the Effective Time, to surrender effective at the time specified in the Plan of Arrangement all SOX Options held by such holder to SOX for cancellation for an aggregate payment of $1.00 regardless of the number of SOX Options held by such holder.
(c) The Parties acknowledge and agree as follows with respect to the SOX Units:
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(i) The Arrangement will result in a "Change of Control" for the purposes of the SOX Unit Plan. To the extent applicable pursuant to Section 10.1 of the SOX Unit Plan, the SOX Board shall approve the vesting of all outstanding SOX Units immediately prior to the Effective Time and conditional upon the subsequent consummation of the Arrangement.
(ii) In consideration for the full and final settlement of the vested SOX Units, SOX shall pay, at the time specified in the Plan of Arrangement, to:
(A) each holder of SOX RSUs, an aggregate cash amount equal to (1) the number of SOX RSUs held by such holder immediately prior to the Effective Time, multiplied by (2) the volume weighted average trading price of the SOX Shares on the TSX for the 20 trading days immediately prior to the Effective Date; and
(B) each holder of SOX PSUs, an aggregate cash amount equal to (1) the number of SOX PSUs held by such holder immediately prior to the Effective Time, multiplied by (ii) the lesser of 1.0 and the performance factor applicable to the SOX PSUs held by such holder determined in accordance with the SOX Unit Plan, multiplied by (iii) the volume weighted average trading price of the SOX Shares on the TSX for the 20 trading days immediately prior to the Effective Date,

provided that, in each case, SOX shall withhold and remit any applicable withholding Taxes required in connection with such settlement.

(iii) All of the SOX Units outstanding on or prior to the Effective Date shall be deemed to have been settled in accordance with the Plan of Arrangement.
(d) The Parties acknowledge and agree that (i) all directors of SOX shall cease to be members of the SOX Board effective immediately after the acquisition by Bird of the SOX Shares at the time specified in the Plan of Arrangement; and (ii) SOX shall use its commercially reasonable best efforts to enter into such agreements or take such actions as are necessary so that the "Settlement Date" (as defined in the SOX DSU Plan) of the outstanding SOX DSUs is the Effective Date and as a result SOX shall satisfy its obligations under all SOX DSUs immediately after the directors of SOX shall cease to be members of the SOX Board on the Effective Date and each holder of SOX DSUs shall be entitled to a cash payment equal to the number of SOX DSUs held by such holder immediately prior to the Effective Time multiplied by the volume weighted average trading price of the SOX Shares on the TSX for the five trading days preceding the Effective Date (subject to withholding and remittance by SOX of any applicable withholding Taxes required in connection with such settlement).
(e) For greater certainty, SOX shall be exclusively responsible to ensure compliance with any obligations in respect of withholding Taxes in respect of any amounts paid in connection with the settlement of any SOX Awards (whether pursuant to this Section 2.6 or otherwise), and SOX shall deliver the consideration for the foregoing net of such amounts to holders of SOX Awards. Any such amounts deducted, withheld and remitted by SOX will be treated for all purposes, including under this Agreement and the Plan of Arrangement, as having been paid to the holders of SOX Awards in respect of which such deduction,
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withholding and remittance was made, on the condition that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority.

(f) Notwithstanding any other provision of this Agreement, Bird and SOX agree that following the Agreement Date and prior to the Effective Date, SOX shall not be entitled to grant SOX Awards to eligible participants without the prior written consent of Bird, which consent may be granted or withheld in its sole discretion.

2.7 SOX Officers and Employees

(a) The SOX Disclosure Letter sets out SOX's bona fide good faith estimate, having regard to the assumptions set forth therein, of the SOX Employee Obligations in aggregate and individually for certain officers, employees and consultants of the SOX Group assuming the employment or service of such officers, employees and consultants ceases (on a termination without cause basis) as of the Effective Time.
(b) Each officer of SOX set out in the SOX Disclosure Letter will be entitled to receive the SOX Severance Amount in respect of such officer at the Effective Time (or such other time as may be agreed to by Bird and SOX) if such officer is terminated on the Effective Date or there is "Good Reason" (as defined in such officer's executive employment agreement) after the Effective Time, subject to the applicable agreement governing such payment.
(c) The payment of any SOX Severance Amount in accordance with this Section 2.7 shall be conditional on the execution of releases by such individuals.
(d) Any officer or employee of the SOX Group who voluntarily resigns or is terminated for just cause prior to the Effective Time shall not be eligible for or entitled to, and shall not be paid, any of the SOX Severance Amount or any other amount on account of notice of termination, termination pay or severance pay for any reason, except with the consent of Bird.
(e) SOX shall be exclusively responsible for the withholding and remittance of any Taxes required in respect of any amounts paid for the SOX Employee Obligations at or prior to the Effective Time, and SOX shall deliver the consideration for the foregoing net of such amounts to SOX Employees. Any such amounts deducted, withheld and remitted by SOX will be treated for all purposes under this Agreement as having been paid to the SOX Employees in respect of which such deduction, withholding and remittance was made, on the condition that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority.

2.8 Indemnities, Directors' and Officers' Insurance and SOX Agreements and Undertakings

(a) Bird agrees that, after the Effective Time, SOX and any successor to SOX will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, indemnities provided or available to or in favour of past and present officers and directors of SOX pursuant to the provisions of the articles, by-laws or other constating documents of SOX, applicable corporate legislation and any written indemnity agreements (and each of them), which have been entered into between SOX and its past or current officers or directors effective on or prior to the Agreement Date.
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(b) SOX will purchase run off directors' and officers' liability insurance for the benefit of its officers and directors having a coverage period of six years from the Effective Time, with the costs therefor to not be included in the SOX Transaction Costs.

2.9 Applicable U.S. Securities Laws

The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement and grants the Final Order, the issuance of the Bird Shares issuable to SOX Shareholders under the Arrangement will not require registration under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set out in this Section 2.9.

2.10 Withholdings Obligations

SOX, Bird and the Depositary shall be entitled to deduct or withhold from any amounts payable to any SOX Shareholder or other Person (other than any Lender) pursuant to the Arrangement such amounts (whether in Bird Shares or cash) as SOX, Bird or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes hereof, as having been paid or delivered to the Persons in respect of whom such deduction or withholding was made, on the condition that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority. Any of SOX, Bird or the Depositary is hereby authorized to sell or otherwise dispose of any share consideration as is necessary to provide sufficient funds to SOX, Bird or the Depositary, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and SOX, Bird and the Depositary shall notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale. To the extent provided in the Secured Debt Documents in respect of payments made thereunder directly by SOX or its affiliates to the Lenders, any payment to holders of Secured Indebtedness under or in respect of the Arrangement shall be made without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case, as amended.

ARTICLE 3 COVENANTS

3.1 Covenants of Bird

From the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent of SOX (such consent not to be unreasonably withheld or delayed):

(a) each member of the Bird Group shall conduct its business in the usual and ordinary course of business consistent with past practice with it being acknowledged and agreed by SOX that such covenant is subject to the Bird Group's compliance with laws related to, and the impact on the Bird Group's business of, the COVID-19 pandemic and such pandemic's continuing effect on working restrictions and the local, national and global economy, and it shall use commercially reasonable efforts to maintain and preserve its business, assets,
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properties and goodwill and maintain satisfactory business relationships with suppliers, distributors, customers and others having business relationships with it;

(b) no member of the Bird Group shall, directly or indirectly, do or permit any of the following to occur: (i) amend its constating documents; (ii) redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (iii) split, combine or reclassify any of its shares or other securities; (iv) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of Bird; (v) reduce the stated capital of any of its outstanding shares; (vi) declare, set aside or pay any dividend or other distribution or make any other payment (whether in cash, shares or property) in respect of its outstanding shares or other securities other than its regular monthly dividend on the Bird Shares; or (vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(c) no member of the Bird Group shall take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere or affect the consummation of the Arrangement, or that would render, or may reasonably be expected to render, any representation or warranty made by Bird in this Agreement untrue in any material respect;
(d) Bird will promptly notify SOX in writing of:
(i) any material Governmental Authority or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) in respect of any member of the Bird Group or the Arrangement;
(ii) all material matters relating to material claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations pending or, to the knowledge of Bird, threatened, against any member of the Bird Group or related to the Arrangement;
(iii) any circumstance or development that, to the knowledge of Bird, would have a material adverse effect on the Bird Group (taken as a whole) or which might reasonably be expected to impede, interfere with or delay the Arrangement or prevent the completion of the Arrangement;
(iv) any change affecting any representation or warranty provided by Bird in this Agreement where such change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect; and
(v) any change in any fact or matter disclosed in writing or included in any of the information provided to SOX and its Representatives in the course of their evaluation of Bird which would reasonably be considered material to SOX in the context of this Agreement or which might materially impede the ability of Bird to consummate the transactions contemplated hereby; except that the delivery of any such notification will not modify, amend or supersede any fact or matter disclosed in writing or included in such information or any representation or warranty of Bird contained in this Agreement or in any certificate or other instrument delivered in connection herewith and will not affect any right of SOX hereunder;
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Bird shall in good faith discuss with SOX any change in circumstances (actual, anticipated, contemplated, or to the knowledge of Bird threatened) which is of such a nature that there may be a reasonable question as to whether notice need be given to SOX pursuant to this Section 3.1(d).

(e) Bird shall use its reasonable commercial efforts to obtain the written consent of its bankers, creditors and any other third parties to the extent required to permit the consummation of the Arrangement or as otherwise contemplated hereby and shall provide a copy of each such consent to SOX on or prior to the Effective Date;
(f) Bird will use its reasonable commercial efforts to maintain its status as a "reporting issuer" (or similarly designated entity) not in default under the securities legislation in force in all provinces of Canada where it is a reporting issuer at the Agreement Date;
(g) Bird will use its reasonable commercial efforts to maintain the listing of the Bird Shares on the TSX;
(h) Bird shall indemnify and save harmless SOX and the directors, officers and agents of SOX from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which SOX or any director, officer or agent of SOX, may be subject or which SOX, or any director, officer or agent of SOX, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation by Bird in the Bird Information included in the SOX Circular;
(ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by Bird in the Bird Information included in the SOX Circular; or
(iii) Bird not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

except that Bird shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of, or are caused by, any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the SOX Circular that is based solely on the SOX Information included in the SOX Circular or the negligence of SOX or any director, officer or agent of SOX or the failure of SOX to comply with Applicable Law in connection with the transactions contemplated by this Agreement;

(i) except for proxies and non-substantive communications with the holders of Bird securities and communications that Bird is required to keep confidential pursuant to Applicable Law, Bird shall furnish promptly to SOX, or SOX's counsel, a copy of each notice, report, schedule or other document delivered, filed or received by Bird from holders of Bird securities or regulatory agencies in connection with: (i) the Arrangement; (ii) any filings under Applicable Laws in connection with the transactions contemplated by this
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Agreement; and (iii) any dealings with stock exchanges or regulatory agencies in connection with the transactions contemplated by this Agreement;

(j) Bird shall make all filings and applications under Applicable Laws that are required to be made by it in connection with the Arrangement and shall take all reasonable commercial action necessary to be in compliance, in all material respects, with such Applicable Laws;
(k) Bird shall use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set out in Sections 5.1 and 5.3 as soon as reasonably practicable following execution of this Agreement to the extent that the satisfaction of the same is within the control of Bird;
(l) Bird shall take all commercially reasonable actions to give effect to the transactions contemplated by this Agreement;
(m) Bird will forthwith carry out the terms of the Interim Order and the Final Order to the extent applicable to it and will use its commercially reasonable efforts to assist SOX in obtaining such orders and to carry out the intent or effect of this Agreement and the Arrangement;
(n) Bird shall assist SOX in the preparation of the Court documents related to the Interim Order and Final Order;
(o) subject to Laws, Bird shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with SOX's prior written consent, such consent not to be unreasonably withheld or delayed; on the condition that nothing herein shall require SOX to agree or consent to any decreased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases SOX's obligations, or diminishes or limits SOX's rights, set forth in any such filed or served materials or under this Agreement;
(p) Bird will assist SOX in securing all consents of third parties that are required to permit the inclusion of any reference to their names in, or in relation to, any Bird Information included in the SOX Circular, including by reason of their name being included in a document incorporated by reference in the SOX Circular, or otherwise, and will provide copies of such consents to SOX as soon as reasonably practicable;
(q) Bird shall apply to the TSX for conditional approval of the listing of the Bird Shares issuable pursuant to the Arrangement and the Offering on the TSX, and shall use all reasonable commercial efforts to obtain such conditional approval, subject only to customary conditions for listing of such Bird Shares prior to the mailing of the SOX Circular;
(r) Bird will make all filings and applications under Applicable Laws, including Applicable Canadian Securities Laws, that are required to be made on the part of Bird or, following the Effective Date, SOX, in connection with the transactions contemplated herein and shall take all action that may be necessary to be in compliance, in all material respects, with such Applicable Laws;
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(s) Bird will cause to be taken all necessary corporate action to allot and reserve for issuance the Bird Shares to be issued in exchange for SOX Shares in connection with the Arrangement and the Bird Shares to be issued under the Offering;
(t) Bird shall ensure that it will have available funds at the Effective Time (assuming receipt of the $40,000,000 pursuant to the Offering) to loan the amount of the Lender Cash Consideration to SOX in the manner contemplated by the Plan of Arrangement; and
(u) prior to the Effective Time, Bird shall take all such actions as are required to: (i) provide a letter of credit in the amount of $10,000,000 (the " Bird Letter of Credit ") to replace and have released, returned and/or cancelled the letter of credit (the " Surety Letter of Credit ") issued under the SOX Credit Agreement in the amount of $10,000,000 provided to SOX's surety providers, or Bird shall replace such Surety Letter of Credit with guarantees, bonds, indemnities, other letters of credit or similar credit support, provided that such Bird Letter of Credit or guarantees, bonds, indemnities, other letters of credit or similar credit support shall be reasonably acceptable to Bird and its lenders and the beneficiary(ies) of the Surety Letter of Credit, and further provided that SOX will obtain the release, return and/or cancellation of such Surety Letter of Credit; and (ii) either replace, prepay or, if acceptable to the issuer of the applicable letter of credit, collateralize by the issuance of a standby letter of credit to the issuer of such outstanding letter of credit (which standby letter of credit shall be in form and substance satisfactory to Bird and its lenders and the issuer of the applicable outstanding letter of credit), each other letter of credit issued and outstanding under the SOX Credit Agreement, in each case such that at the Effective Time all letters of credit outstanding under the SOX Credit Agreement at such time will have been fully and irrevocably replaced, released, returned, prepaid, collateralized and/or cancelled, as applicable, as required by clauses (i) and (ii) above.

3.2 Covenants of SOX

Subject to Applicable Laws, from the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or except with the prior written consent of Bird (such consent not to be unreasonably withheld or delayed):

(a) each member of the SOX Group shall conduct its business in the usual and ordinary course of business consistent with past practice, with it being acknowledged and agreed by Bird that such covenant is subject to (i) the SOX Group's compliance with laws related to, and the impact on the SOX Group's business of, the COVID-19 pandemic and such pandemic's continuing effect on working restrictions and the local, national and global economy and (ii) SOX's inability to bid on certain work or projects or add to its backlog due to bonding restrictions, and it shall use commercially reasonable efforts to maintain and preserve its business, assets, properties and, except as set out in the SOX Disclosure Letter, goodwill and maintain satisfactory business relationships with suppliers, distributors, customers and others having business relationships with it;
(b) no member of the SOX Group shall distribute any cash or other consideration to the Lenders or the Debentureholders, except for:
(i) payments by SOX in respect of interest and other fees and expenses under the SOX Credit Agreement as same are due or payable plus any amounts required to be paid
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to retain necessary credit availability under the SOX Credit Agreement during the period;

(ii) the payments to be made by SOX to the Lender Agent and the Lenders pursuant to Section 3.2(c); and
(iii) any repayment of any principal amount outstanding under the SOX Credit Agreement if required by the terms of the SOX Credit Agreement;
(c) SOX shall, prior to the Effective Time: (i) pay all interest, fees (including, for certainty, all standby, issuance and fronting fees) and expenses (including, for certainty, all unpaid fees, expenses and disbursements of Blake, Cassels & Graydon LLP and FTI Consulting Canada, Inc.) due and owing under or pursuant to the SOX Credit Agreement; (ii) terminate all hedges, swaps and other financial instruments that any member of the SOX Group has entered into with any Lender (or any affiliate thereof) and pay all outstanding obligations in respect thereof or relating thereto (if any) (collectively, " Lender Financial Instrument Obligations "); and (iii) terminate all documents evidencing, governing or establishing all cash management arrangements (including mirror accounting or netting arrangements, centralized operating accounts, automated clearing house transactions, treasury, depository, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions, and credit, debit or purchase cards) that any member of the SOX Group has entered into with any Lender and pay all outstanding obligations in respect thereof or relating thereto (if any) (collectively, " Cash Management Obligations "), in each case, due and owing up to and including the Effective Time, such that, as of the Effective Time, there shall be no accrued and unpaid interest, fees or expenses under or pursuant to the SOX Credit Agreement, no outstanding Lender Financial Instrument Obligations and no outstanding Cash Management Obligations;
(d) SOX shall consult with Bird, on a regular basis, in respect of the ongoing business and affairs of the SOX Group and keep Bird apprised of all material developments relating thereto;
(e) no member of the SOX Group shall, directly or indirectly, do or permit any of the following to occur (other than in connection with a Pre-Arrangement Reorganization or as otherwise permitted or contemplated by this Agreement): (i) amend its constating documents; (ii) declare, set aside or pay any dividend or other distribution or make any other payment (whether in cash, shares or property) in respect of its outstanding shares or other securities; (iii) issue (other than on exercise or settlement of the currently outstanding SOX Awards or grant, sell or pledge or agree to issue, grant, sell or pledge any securities of SOX or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, SOX Shares (including any SOX Awards); (iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (v) split, combine or reclassify any of its securities; (vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of any member of the SOX Group; (vii) pursue, complete or agree to complete any corporate disposition or make any material change to the business, capital or affairs of the SOX Group; (viii) reduce the stated capital of any of its outstanding shares; (ix) pay, discharge or satisfy any material claims, liabilities or obligations if the proposed settlement exceeds, individually or in the aggregate, $200,000; (x) terminate without cause or hire any employees; (xi) acquire or agree to acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership, trust or other business organization or division thereof that is
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not a subsidiary or affiliate of SOX as of the Agreement Date, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer; or (xii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;

(f) the SOX Group shall not, without prior consultation with, and the prior written consent of, Bird (not to be unreasonably withheld), directly or indirectly: (i) except as set out in the SOX Disclosure Letter, sell, pledge, dispose of or encumber any SOX Asset having a market value, or for consideration, in the aggregate in excess of $50,000; (ii) expend or commit to expend: (A) any amount with respect to capital expenditures in excess of $50,000; or (B) aggregate amounts with respect to capital expenditures in excess of $1,000,000 provided such expenditures are reimbursable under the applicable Contract; (iii) expend or commit to expend amounts in excess of $100,000, individually or in the aggregate, with respect to operating expenses, other than operating expenses incurred pursuant to the Arrangement as set out in the SOX Disclosure Letter, this Agreement or in the ordinary course of business; (iv) incur or commit to incur any indebtedness for borrowed money or any other liability or obligation (excluding, for greater certainty, any indebtedness, liabilities or obligations under the SOX Credit Agreement) or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other Person (other than Persons within the SOX Group), or, except as set out in the SOX Disclosure Letter, make any loans or advances, other than in respect of fees and expenses payable to legal, financial and other advisors in the ordinary course of business or as otherwise permitted or contemplated by this Agreement; (v) except for those letters of credit issued and outstanding under the SOX Credit Agreement as at the Agreement Date which are set out in the SOX Disclosure Letter, issue or request the issue of any letter of credit; (vi) substitute or replace any letter of credit with guarantees, bonds, indemnities, other letters of credit or similar credit support; (vii) replace, prepay or collateralize any outstanding letter of credit by the issuance of a standby letter of credit to the issuer of such outstanding letter of credit; (viii) authorize, recommend or propose any release or relinquishment of any right under any Material Contract; (ix) waive, release, grant or transfer any rights of value or modify or materially change in any respect any existing Material Contract or any material license, lease or other material document, provided, for greater certainty, that clauses (viii) and (ix) of this Section 3.2(f) shall not prohibit SOX from entering into or completing any change orders with subcontractors or customers that are necessary in the ordinary course of carrying out and completing SOX's projects; (x) surrender, release or abandon the whole or any part of the SOX Assets; (xi) enter into or terminate any hedges, swaps or other financial instruments or like transactions; (xii) enter into any non-arm's length transactions (other than those entered into with other members of the SOX Group in the ordinary course of business) including with any officers, directors, employees or consultants of the SOX Group or transfer any SOX Asset to any directors, officers, employees or consultants of the SOX Group; xiii) reimburse or approve or authorize the reimbursement of any expenses (other than those incurred in the ordinary course of business consistent with past practices) of any officer, employee or consultant of the SOX Group; (xiv) enter into any consulting or contract operating agreement that cannot be terminated on 30 days or less notice without penalty; or (xv) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(g) other than to permit accelerated vesting of currently outstanding SOX Awards as contemplated by this Agreement, no member of the SOX Group shall adopt or amend or make any contribution to any bonus, employee benefit plan, profit sharing, deferred
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compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, stock option plan, program, fund or arrangement for the benefit of employees, except as is necessary to comply with Applicable Laws or the existing provisions of any such plans, programs, arrangements or agreements or as contemplated herein;

(h) other than the payment of SOX Employee Obligations upon completion of the Arrangement and the payment of outstanding obligations under the K.E.R.P., in each case as set out in the SOX Disclosure Letter, or as otherwise contemplated in this Agreement, neither SOX nor any other member of the SOX Group shall: (i) make any payment to any employee, officer, director or consultant outside of their ordinary and usual compensation for services provided; (ii) grant any officer, director, employee or consultant an increase in compensation in any form; (iii) grant any general salary increase; (iv) take any action with respect to the amendment of any severance, change of control or termination pay policies or arrangements for any directors, officers or employees; (v) enter into or amend any existing employment, severance, termination or change of control agreement; (vi) adopt or amend (other than to permit accelerated vesting of currently outstanding SOX Awards as contemplated by this Agreement) any stock option plan or other equity compensation plan, including the SOX DSU Plan, SOX Old Option Plan or SOX Treasury Plan, or the terms of any outstanding options or rights thereunder; nor (vii) advance any loan to any officer, director, employee, consultant or any other party not at arm's length;
(i) SOX will promptly provide to Bird, for review by Bird and its counsel, prior to filing or issuance of the same, any proposed public disclosure document, including any news release or material change report, subject to SOX's obligations under Applicable Canadian Securities Laws to make continuous disclosure and timely disclosure of material information, and Bird agrees to keep such information confidential until it is filed as part of the SOX Public Record;
(j) SOX shall use its reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing providing coverage equivalent to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect and shall pay all premiums in respect of such insurance policies that become due prior to the Effective Date and SOX shall consult with Bird with respect to all such matters prior to taking any action in respect thereof;
(k) no member of the SOX Group shall take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere or affect the consummation of the Arrangement, or that would render, or may reasonably be expected to render, any representation or warranty made by SOX in this Agreement untrue in any material respect;
(l) SOX will promptly notify Bird in writing of:
(i) any material Governmental Authority or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) in respect of any member of the SOX Group or the Arrangement;
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(ii) all material matters relating to material claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations pending or, to the knowledge of SOX, threatened, against any member of the SOX Group or related to the Arrangement;
(iii) any circumstance or development that, to the knowledge of SOX, would have a material adverse effect on the SOX Group (taken as a whole) or which might reasonably be expected to impede, interfere with or delay the Arrangement or prevent the completion of the Arrangement;
(iv) any change affecting any representation or warranty provided by SOX in this Agreement where such change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect;
(v) any change in any fact or matter disclosed in writing (including in the SOX Disclosure Letter) or included in any of the information provided to Bird and its Representatives in the course of their evaluation of SOX which would reasonably be considered material to Bird in the context of this Agreement or which might materially impede the ability of SOX to consummate the transactions contemplated hereby; except that the delivery of any such notification will not modify, amend or supersede any fact or matter disclosed in writing (including in the SOX Disclosure Letter) or included in such information or any representation or warranty of SOX contained in this Agreement or in any certificate or other instrument delivered in connection herewith and will not affect any right of Bird hereunder; and
(vi) any material change (actual, anticipated, contemplated or, to the knowledge of SOX, threatened, financial or otherwise) in the business, operations, affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of SOX or its subsidiaries (taken as a whole).

SOX shall in good faith discuss with Bird any change in circumstances (actual, anticipated, contemplated, or to the knowledge of SOX threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to Bird pursuant to this Section 3.2(l).

(m) SOX shall immediately inform Bird of any communication (written or oral) received by SOX or its Representatives from SOX Shareholders in opposition to the Arrangement or the transactions contemplated in this Agreement;
(n) SOX will use its reasonable commercial efforts to maintain its status as a "reporting issuer" (or similarly designated entity) not in default under the securities legislation in force in all provinces of Canada where it is a reporting issuer at the Agreement Date;
(o) SOX will use its reasonable commercial efforts to maintain the listing of the SOX Shares on the TSX;
(p) SOX will not amend, supplement or modify the engagement of its financial advisors, and other than CIBC World Markets Inc., TD Securities Inc. and PricewaterhouseCoopers LLP, neither SOX nor the SOX Board shall retain any financial advisor, broker, agent or finder, or pay or agree to pay or have Bird pay any financial advisor, broker, agent or finder on
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account of this Agreement or the Arrangement, any transaction contemplated hereby or any transaction presently ongoing or contemplated;

(q) prior to the Effective Date, SOX shall cooperate with Bird in Bird making application to list the Bird Shares to be issued pursuant to the Arrangement on the TSX;
(r) SOX will forthwith carry out the terms of the Interim Order and the Final Order to the extent applicable to it;
(s) SOX shall indemnify and save harmless Bird and the directors, officers and agents of Bird from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Bird or any director, officer or agent of Bird, may be subject or which Bird, or any director, officer or agent of Bird, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any misrepresentation or alleged misrepresentation by SOX in the SOX Information included in the SOX Circular;
(ii) any order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by SOX in the SOX Information included in the SOX Circular; or
(iii) SOX not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

except that SOX shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of, or are caused by, any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the SOX Circular that is based solely on the Bird Information included in the SOX Circular or the negligence of Bird or any director, officer or agent of Bird or the failure of Bird to comply with Applicable Law in connection with the transactions contemplated by this Agreement;

(t) except for proxies and non-substantive communications with the holders of SOX securities and communications that SOX is required to keep confidential pursuant to Applicable Law, SOX shall furnish promptly to Bird, or Bird's counsel, a copy of each notice, report, schedule or other document delivered, filed or received by SOX from holders of SOX securities or regulatory agencies in connection with: (i) the Arrangement; (ii) the SOX Meetings; (iii) any filings under Applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any dealings with stock exchanges or regulatory agencies in connection with the transactions contemplated by this Agreement;
(u) SOX shall use reasonable commercial efforts to obtain resignations and mutual releases from each of its directors effective immediately after the acquisition by Bird of the SOX Shares at the time specified in the Plan of Arrangement, in form and substance satisfactory to Bird, acting reasonably;
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(v) SOX shall use reasonable commercial efforts to secure mutual releases, in a form and substance satisfactory to Bird, in favour of SOX by each of its officers who are entitled to receive any SOX Severance Amount in accordance with Section 2.7 and are terminated on the Effective Date;
(w) SOX shall convene and hold the SOX Meetings, at which meetings the SOX Arrangement Resolution shall be submitted to the Lenders, the Debentureholders and the SOX Shareholders entitled to vote upon such resolution for approval, and SOX shall provide notice to Bird of the SOX Meetings and allow Bird and its Representatives to attend such meeting;
(x) subject to the terms of this Agreement, SOX shall solicit proxies to be voted at the SOX Meetings in favour of matters to be considered at the SOX Meetings, including the SOX Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with such resolutions and the completion of any of the transactions contemplated by this Agreement and, if determined by SOX in its sole discretion, acting reasonably, shall engage a proxy solicitation agent (on the condition that the costs of any such proxy solicitation agent will not form part of the SOX Transaction Costs) to solicit proxies in favour of the SOX Arrangement Resolution and cooperate with any Persons engaged to solicit proxies in favour of the approval of the SOX Arrangement Resolution;
(y) SOX shall advise Bird, as Bird may reasonably request, and on a daily basis on each of the last 10 Business Days prior to the proxy cutoff date for the SOX Meetings, as to the aggregate tally of the proxies received by SOX in respect of the SOX Arrangement Resolution and any other matters to be considered at the SOX Meetings;
(z) SOX shall conduct the SOX Meetings in accordance with the by-laws of SOX and any instrument governing the SOX Meetings (including the Interim Order), as applicable, and otherwise in accordance with Applicable Laws;
(aa) SOX shall make all filings and applications under Applicable Laws that are required to be made by it in connection with the Arrangement and shall take all reasonable commercial action necessary to be in compliance, in all material respects, with such Applicable Laws;
(bb) SOX shall promptly advise Bird of the number of SOX Shareholders for which SOX receives notices of dissent or written objections to the Arrangement and provide Bird with copies of such notices and written objections on an as received basis and subject to Applicable Laws, shall provide Bird with an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of SOX to any SOX Shareholder exercising or purporting to exercise Dissent Rights in relation to the SOX Arrangement Resolution and reasonable consideration shall be given to any comments made by Bird and its counsel prior to sending any such written communications. SOX shall not settle any claims with respect to Dissent Rights without the prior written consent of Bird, not to be unreasonably withheld or delayed;
(cc) SOX shall continue to withhold from each payment to be made to any of its present or former employees (which includes officers) and directors and to all other Persons including all Persons who are non-residents of Canada for the purposes of the Tax Act, all amounts that are required to be so withheld by any Applicable Laws and SOX shall remit such withheld amounts to the proper Governmental Authority within the times prescribed by such Applicable Laws;
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(dd) SOX shall: (i) duly and on a timely basis file all Returns required to be filed by it and all such Returns will be true, complete and correct in all material respects; (ii) timely pay all Taxes which are due and payable unless validly contested; (iii) other than elections and Tax filings required to be made in connection with SOX's applications for the Canada Emergency Wage Subsidy made prior to the Agreement Date or after the Agreement Date with Bird's consent, not make or rescind any material express or deemed election relating to Taxes, file any amended Returns or make any Tax filings outside the ordinary course of business; (iv) not make a request for a Tax ruling or enter into a settlement agreement with any Governmental Authority; (v) not agree to any extension of time for the filing of any Returns or with respect to the assessment or reassessment of Taxes; (vi) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (vii) not change in any material respect any of its methods of reporting income, deductions or accounting for Tax purposes from those employed in the preparation of its Returns for a taxation year ending in 2019 and prior to the Agreement Date; and (viii) properly reserve (and reflect such reserves in its books and records and financial statements) in accordance with past practice and in the ordinary course of business, for all Taxes accruing in respect of SOX which are not due or payable prior to the Effective Date;
(ee) SOX shall ensure that it has available funds to permit the payment of the Bird Termination Fee having regard to its other liabilities and obligations, and will take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount when required;
(ff) SOX shall use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set out in Sections 5.1 and 5.2 as soon as reasonably practicable following execution of this Agreement to the extent that the satisfaction of the same is within the control of SOX;
(gg) SOX shall take all commercially reasonable actions to give effect to the transactions contemplated by this Agreement;
(hh) SOX shall make available to Bird, and consents to the use of, all financial statements and other information of SOX which may be required to be disclosed by Bird in any Bird documents, including any business acquisition report, information circular or prospectus of Bird, and any amendments thereto, as may be necessary or required under Applicable Canadian Securities Laws. Such financial statements shall be prepared in accordance with IFRS. If required by Applicable Canadian Securities Laws, such financial statements shall be audited or reviewed, as the case may be, by SOX's auditors and SOX shall use its reasonable commercial efforts to have its auditors, to the extent required by Applicable Canadian Securities Laws, provide the consent to the use of their reports and the use of their name in connection with any disclosure by Bird of such financial statements; and
(ii) SOX shall ensure that it will have available funds, at the Effective Time, to pay the aggregate cash consideration to be paid to the holders of SOX Units under the Plan of Arrangement.

3.3 Mutual Covenants Regarding the Arrangement

From the Agreement Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, each Party shall:

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(a) use its reasonable commercial efforts to complete the Arrangement on or before October 15, 2020;
(b) use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under this Agreement and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete and give effect to the Arrangement as soon as reasonably practicable, including using its reasonable commercial efforts to promptly:
(i) obtain all waivers, consents and approvals from other parties to loan agreements, leases and other Contracts to which it is a party that are required to permit the completion of the Arrangement on the terms contemplated hereby or that are reasonably expected to be required to maintain the Material Contracts in full force and effect following the Effective Time, in each case on terms that are reasonably satisfactory to the Parties;
(ii) obtain all necessary consents, assignments, waivers and amendments to, or terminations of, any instruments or other documents to which it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;
(iii) obtain all necessary exemptions, consents, approvals and authorizations as are required by it under all Applicable Laws;
(iv) oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Arrangement and to defend, or cause to be defended, all lawsuits or other legal, regulatory or other proceedings to which it is a party or brought against it or its directors or officers challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby; and
(v) use all commercially reasonable efforts to cause each Lender who has signed the Lender Support Agreement, each Debentureholder and each SOX Supporting Shareholder to vote in favour of the SOX Arrangement Resolution as required by and subject to the SOX Lender Support Agreement, the Canso Subscription and Support Agreement and the SOX Voting and Support Agreements, respectively;
(c) in connection with the Competition Act Approval:
(i) as soon as practical, and in no event later than 10 Business Days from the Agreement Date: (i) Bird shall file with the Commissioner a request for an ARC pursuant to section 102 of the Competition Act and, in lieu thereof, request a 'noaction letter' in furtherance of obtaining the Competition Act Approval; and (ii) each of Bird and SOX shall notify the Commissioner of the transactions contemplated by this Agreement in accordance with section 114(1) of the Competition Act and shall supply the Commissioner with the prescribed information;
(ii) the Parties shall take all actions that are reasonably necessary or advisable to obtain the Competition Act Approval and in connection therewith, each Party shall: (A)
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cooperate and provide information and assistance to the Other Party and in respect of any notification, application, filing or response to information requests or submissions related to the Competition Act Approval; (B) make such further filings as may be necessary, proper or advisable to obtain the Competition Act Approval; (C) respond promptly to any requests for information (including in respect of any supplementary filings or submissions or a supplementary information requests) or requests for meetings by Governmental Authorities; (D) provide the Other Party a reasonable opportunity to participate in any meetings or discussions (whether in person, by e-mail, by telephone or otherwise) with or before a Governmental Authority (except where the Governmental Authority expressly requests that a Party should not be present at the meeting or discussion or part or parts of the meeting or discussion) and participate in and review any material communication before it is made to any Governmental Authority; (E) provide the Other Party with advance copies of all written materials that they intend to supply or file to secure Competition Act Approval and shall provide the Other Party with a reasonable opportunity to comment on those written materials and shall agree to consider those comments in good faith; and (F) keep the Other Party informed of the status of the Competition Act Approval and promptly notify the Other Party of receipt of any communications (oral or written) of any nature from a Governmental Authority (and provide the Other Party with copies thereof);

(iii) all information supplied by a Party to the other Party or to the Commissioner under this Section 3.3(c) shall be, to the supplying Party's knowledge and belief, accurate and true and, if the supplying Party subsequently learns that the information is not accurate or true, such Party shall immediately in writing make such known to the Other Party and, after giving the other Party advance notice and a reasonable opportunity to comment, provide corrected information to the Commissioner that is, to the supplying Party's knowledge and belief, accurate and true;
(iv) each of Bird and SOX shall use commercially reasonable efforts to obtain the Competition Act Approval as soon as reasonably practicable, but in any event no later than three Business Days prior to the Outside Date; provided, however, as a condition to obtain the Competition Act Approval, Bird shall not be required to either: (A) divest or hold separate business or assets of the Bird Group or the SOX Group; or (B) take a measure or behavioural remedy which may have a material adverse impact on any business segment of the Bird Group or the SOX Group; and
(d) notwithstanding any other provision in this Agreement, (including Sections 3.2, 3.3(c) and 3.5(a)) where a Party is required under this Agreement to provide information to the Other Party that the Party deems to be competitively sensitive information, the Party shall redact the competitively sensitive information from the information provided to the Other Party provided that the Party also provides a non-redacted version to the external legal counsel of the Other Party on an external counsel only basis.

3.4 Covenants Regarding Non-Solicitation

(a) SOX shall, and shall cause its respective subsidiaries and its and their officers, directors, employees, financial, advisors, legal counsel, accountants, advisors and all other representatives and agents (" Representatives "), as applicable, to: (i) immediately cease and cause to be terminated all existing solicitations, encouragements, discussions, negotiations or other activities (including through any of its Representatives), if any, with
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any third parties (other than Bird) initiated before the Agreement Date with respect to any Person that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal; (ii) as and from the Agreement Date until termination of this Agreement pursuant to Article 8, immediately discontinue providing access to and disclosure of any of its confidential information and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise; (iii) pursuant to and in accordance with each applicable confidentiality agreement, but excluding with respect to the Lenders, promptly request the return or destruction of all information provided to any third parties that have entered into a confidentiality agreement with SOX and the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding SOX or any of its subsidiaries, and shall use reasonable commercial efforts to cause such requests to be honoured; and (iv) not release, waive, terminate or otherwise forbear in the enforcement of, amend or modify, or enter into or participate in any discussions, negotiations or agreements to release, waive or otherwise forbear or amend or modify, in respect of, any rights or other benefits under any confidentiality agreements to which SOX or any of its subsidiaries is a party, including any "standstill provisions" thereunder; except, in respect of (ii) and (iii) above. SOX undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants or agreements that it has entered into with third parties prior to the Agreement Date.
(b) SOX shall not, directly or indirectly, do, or authorize or permit any of its Representatives to do, any of the following:
(i) solicit, assist, initiate or knowingly facilitate or encourage or take any action to solicit or knowingly facilitate, initiate, entertain or encourage any Acquisition Proposal, or engage in any communication regarding the making of any proposal or offer that constitutes or may constitute or may reasonably be expected to lead to an Acquisition Proposal, including by way of furnishing information or access to properties, facilities or books and records;
(ii) withdraw, amend, modify or qualify, or propose to withdraw, amend, modify or qualify, in any manner adverse to Bird, the SOX Board Recommendation;
(iii) make any public announcement or take any other action inconsistent with the SOX Board Recommendation;
(iv) enter into or otherwise engage or participate in any negotiations or any discussions regarding any inquiry, proposal or offer that constitutes or may constitute or may reasonably be expected to lead to an Acquisition Proposal, or furnish or provide access to any information with respect to SOX's securities, business, properties, operations or conditions (financial or otherwise) in connection with or in furtherance of an Acquisition Proposal, or otherwise cooperate in any way with, or assist or knowingly participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing;
(v) accept, recommend, approve, agree to, endorse or propose publicly to accept, recommend, approve, agree to or endorse, or take no position or a neutral position with respect to a publicly announced or publicly proposed, Acquisition Proposal; or
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(vi) accept, approve, endorse or enter into (other than a confidentiality agreement permitted by and in accordance with Section 3.4(b)(vii)) or publicly propose to accept, approve, endorse or enter into any agreement, understanding or arrangements (including any letter of intent or agreement in principle) in respect of or in any way related to any Acquisition Proposal or providing for the payment of any break, termination or other fees or expenses to any Person if SOX completes the transactions contemplated hereby;

except that notwithstanding any other provisions of clause (ii) of Section 3.4(a) or this Section 3.4(b), SOX and its Representatives may:

(vii) at any time prior to obtaining the approval of the SOX Shareholders of the SOX Arrangement Resolution, enter into, or participate in, any discussions or negotiations with an arm's length third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the Agreement Date, by SOX or any of its Representatives) seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality and standstill agreement no less favourable to SOX than the SOX Confidentiality Agreement (on the condition that such confidentiality agreement shall provide for the disclosure thereof, along with the information provided thereunder, to Bird), may furnish to such third party information concerning SOX and its business, affairs, properties and assets (on the condition that such third party is not furnished with greater access or information than Bird), in each case if, and only to the extent that:
(A) the third party has first made a written bona fide Acquisition Proposal, which did not result from a breach of this Section 3.4, and in respect of which the SOX Board determines in good faith, after consultation with its outside legal and independent financial advisors, constitutes, or would reasonably be expected to constitute or lead to, a Superior Proposal; and
(B) prior to furnishing such information to or entering into or participating in any such negotiations or initiating any discussions with such third party, SOX promptly provides written notice to Bird to the effect that it is furnishing information to or entering into or participating in discussions or negotiations with such Person or entity and provides to the Bird the information required to be provided under Section 3.4(d);
(viii) comply with Division 3 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Applicable Canadian Securities Laws relating to the provision of directors' circulars and make appropriate disclosure with respect thereto to its securityholders; and
(ix) at any time prior to obtaining the approval of the SOX Shareholders of the SOX Arrangement Resolution, withdraw any approval or recommendation contemplated by Section 3.4(b)(ii) and accept, recommend, approve or enter into an agreement to implement a Superior Proposal from a third party but only if prior to such acceptance, recommendation, approval or implementation, (A) the SOX Board shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 3.4(d) and after receiving the advice of its financial advisor and outside legal counsel, as reflected in minutes of the SOX Board, that the taking of such action is necessary
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for the SOX Board to discharge its fiduciary duties under Applicable Laws, (B) SOX complies with its obligations set out in Section 3.4(d), and (C) SOX terminates this Agreement in accordance with Section 8.1(d), and concurrently therewith pays the amount required by Section 6.1.

(c) If, after the Agreement Date, SOX or any of its subsidiaries is in receipt of an Acquisition Proposal or any request (which request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal) for non-public information relating to SOX or its properties, facilities, books or records, except as in the circumstances set out in the SOX Disclosure Letter, SOX shall promptly (and in any event within 24 hours of receipt by SOX) notify Bird (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto) or any amendments to the foregoing received by SOX. Such notice shall include a copy of any written Acquisition Proposal (and any amendment thereto) or any such request (which request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal) for non-public information relating to SOX or its properties, facilities, books or records received by SOX or, if no written Acquisition Proposal has been received, a description of the material terms and conditions of, and the identity of the Person making any inquiry, proposal or offer or request (to the extent then known by SOX). SOX shall also provide such further and other details of the Acquisition Proposal, request or any amendment thereto as Bird may reasonably request (to the extent then known by SOX). SOX shall keep Bird fully informed of the status, including any change to material terms, of any Acquisition Proposal, request or any amendment thereto, shall respond promptly to all reasonable inquiries by Bird with respect thereto, and shall provide to Bird copies of all correspondence and other written material sent to or provided to SOX by any Person in connection with such inquiry, proposal, offer or request or sent or provided by SOX to any Person in connection with such inquiry, proposal, offer or request.
(d) Following receipt of a Superior Proposal, SOX shall give Bird, orally and in writing, at least five Business Days' advance notice of any decision by the SOX Board to accept, recommend, approve or enter into an agreement to implement a Superior Proposal, which notice shall:
(i) confirm that the SOX Board has determined that such Acquisition Proposal constitutes a Superior Proposal;
(ii) identify the third party making the Superior Proposal;
(iii) confirm that the entering into of a definitive agreement to implement such Superior Proposal is not subject to any financing condition, due diligence or access condition; and
(iv) confirm that a definitive agreement to implement such Superior Proposal has been settled between SOX and such third party in all material respects (including in respect of the value and financial terms) and the value ascribed to any non-cash consideration offered under such Acquisition Proposal, and SOX will concurrently provide a true and complete copy thereof, together with all supporting materials, including any financing documents supplied to SOX in connection therewith, and will thereafter promptly provide any amendments thereto, to Bird.
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During the five Business Day period commencing on the delivery of such notice (such period, the " Matching Period "), SOX agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify, qualify or change the SOX Board Recommendation. During any Matching Period, Bird shall have the opportunity (but not the obligation), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal. In addition, during such Matching Period, or such longer period as SOX may approve in writing for such purpose: (i) the SOX Board shall review any offer made by Bird to amend this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) SOX shall negotiate in good faith with Bird to make such amendments to the terms of this Agreement and the Arrangement as would enable Bird to proceed with the transactions contemplated by this Agreement on such amended terms. If the SOX Board determines that such Acquisition Proposal would cease to be a Superior Proposal: (x) SOX shall promptly so advise Bird and SOX and Bird shall amend this Agreement to reflect such offer made by Bird, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (y) the SOX Board, shall not accept, recommend, approve or enter into any agreement to implement such Acquisition Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify, qualify or change the SOX Board Recommendation. SOX acknowledges that each successive material modification of any Superior Proposal that results in an increase in the consideration (or the value thereof) to be received by the SOX Shareholders or other material terms or conditions shall constitute a new Superior Proposal for purposes of the requirement under this Section 3.4(d) to initiate a new Matching Period.

(e) The SOX Board shall promptly reaffirm the SOX Board Recommendation by news release after any Acquisition Proposal is publicly announced or made if: (i) the SOX Board determines that such Acquisition Proposal does not constitute a Superior Proposal in accordance with this Section 3.4; or (ii) the SOX Board determines that an amendment to the terms of the Arrangement has been agreed that results in the Acquisition Proposal not being a Superior Proposal. SOX shall provide Bird and its outside legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by Bird and its counsel.
(f) Bird agrees that all information that may be provided to it by SOX with respect to any Superior Proposal pursuant to this Section 3.4 shall be treated as if it were "Information" as that term is defined in the SOX Confidentiality Agreement, and such information shall not be disclosed or used except in accordance with the SOX Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings.
(g) Each Party shall ensure that its Representatives are aware of the provisions of this Section 3.4. Each Party shall be responsible for any breach of this Section 3.4 by its Representatives.

3.5 Access to Information

(a) From and after the Agreement Date until the earlier of the Effective Time and the termination of this Agreement and subject to Applicable Laws, SOX shall, subject to
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compliance with the Bird Confidentiality Agreement and upon reasonable notice, provide Bird and its Representatives access, during normal business hours and at such other time or times as Bird may reasonably request, to its premises (including field offices and sites), books, Contracts, Returns, records, computer systems, properties, employees and management personnel and shall furnish promptly to Bird all information concerning its business, properties, operations and personnel as Bird may reasonably request in order to permit Bird to be in a position, subject to compliance with Applicable Laws, to expeditiously and efficiently integrate the business and operations of SOX and Bird immediately upon but not prior to the Effective Date. Subject to Applicable Laws, from and after the Agreement Date until the earlier of the Effective Time and the termination of this Agreement, SOX agrees to keep Bird apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the Agreement Date that would reasonably be considered relevant and material to a prudent operator of the business and operations of SOX.

(b) Investigations made by or on behalf of Bird, whether under this Section 3.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by SOX in this Agreement.
(c) The Parties acknowledge and agree that all information provided by SOX to Bird (or any of its Representatives) pursuant to this Section 3.5 shall be considered to be "Information" for purposes of the Bird Confidentiality Agreement and shall be subject to the Bird Confidentiality Agreement.

3.6 Pre-Arrangement Reorganization

(a) Subject to Sections 3.6(b) and 3.6(c), SOX agrees that, upon request of Bird, SOX shall use its commercially reasonable efforts to:
(i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Bird may request, acting reasonably (each, a " Pre-Arrangement Reorganization ");
(ii) cooperate with Bird and its advisors to determine the nature of the PreArrangement Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; and
(iii) cooperate with Bird and its advisors to seek to obtain consents or waivers which might be required from the Lenders under the SOX Credit Agreement or the SOX Debenture Indenture in connection with the Pre-Arrangement Reorganizations, if any, on the condition that any costs, fees or expenses associated therewith shall be at Bird's sole expense, whether such Pre-Arrangement Reorganizations are completed or not.
(b) Notwithstanding the foregoing, SOX will not be obligated to participate in any PreArrangement Reorganization under Section 3.6(a) unless it determines to its satisfaction, acting reasonably that such Pre-Arrangement Reorganization:
(i) does not impair, impede, delay or prevent the satisfaction of any conditions set forth in Article 5, or the ability of SOX or Bird or the Lenders or the
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Debentureholders to consummate, and will not materially delay the consummation of, the Arrangement;

(ii) does not require SOX to obtain the approval of any SOX Shareholders (or, after the mailing of the SOX Circular, any amendment thereto) or the holders of any SOX Awards;
(iii) does not reduce or modify or otherwise change the substance or form of the consideration to be received under the Arrangement by any of the Lenders, the Debentureholders or SOX Shareholders or the consideration to be received by holders of SOX Awards;
(iv) will not result in any cash Taxes being imposed on SOX, any of its subsidiaries or the SOX Shareholders that are incrementally greater than the Taxes to such Person in connection with the consummation of the Arrangement in the absence of any Pre-Arrangement Reorganization having regard, in the case of SOX and its subsidiaries, to the indemnity in Section 3.6(d);
(v) does not materially interfere with the ongoing operations of the members of the SOX Group;
(vi) would not require any member of the SOX Group to contravene any Laws, their respective organization documents or any Contract (including that it would not result in any default under or breach of the SOX Credit Agreement, without regard to any cure periods in respect thereof); and
(vii) will not adversely affect SOX or its subsidiaries or their respective businesses or assets in any material manner, and is effected as close as reasonably practicable prior to the Effective Time.
(c) Bird must provide written notice to SOX, the Lenders and the Debentureholders of any proposed Pre-Arrangement Reorganization at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, SOX and Bird shall work cooperatively and use their commercially reasonable efforts to prepare, prior to the Effective Time, all documentation necessary and do such other acts and things as are necessary to give effect to such PreArrangement Reorganization, including any amendment to the Plan of Arrangement (on the condition that such amendments do not require SOX to obtain approval of the Lenders, the Debentureholders or the SOX Shareholders other than as properly put forward and approved at the SOX Meetings), provided that no Pre-Arrangement Reorganization shall become effective until Bird, the Lenders and the Debentureholders have waived or confirmed in writing the satisfaction of all conditions in their favour respecting the completion of the Arrangement and shall have each confirmed in writing that they are prepared to promptly and without condition proceed to effect the Arrangement.
(d) If the Arrangement is not completed, Bird shall indemnify SOX and its subsidiaries for, and shall forthwith reimburse SOX or at SOX's direction, any one or more of its subsidiaries for, all fees, expenses (including any professional fees and expenses), costs, losses and Taxes incurred by, realized by or imposed on SOX or any of its subsidiaries in considering or effecting a Pre-Arrangement Reorganization or in reversing or unwinding any Pre-Arrangement Reorganization in order to restore the organizational structure of SOX and its subsidiaries to a substantially identical structure of SOX and its subsidiaries
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as at the Agreement Date. In addition, Bird shall indemnify and save harmless SOX and its subsidiaries' respective officers, directors, employees, agents, advisors and representatives from and against any and all taxes, liabilities, losses, damages, claims, costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Arrangement Reorganization (other than those reimbursed in accordance with the foregoing, including actual out-of-pocket costs and expenses and filing fees and outside legal counsel). The indemnification obligations contained in this Section 3.6(d) shall survive indefinitely notwithstanding the termination of this Agreement.

(e) Bird hereby waives any breach of, or non-compliance with, a representation, warranty or covenant by SOX, where such breach or non-compliance is a result of an action taken by any member of the SOX Group in good faith in connection with a Pre-Arrangement Reorganization requested by Bird in accordance with this Section 3.6.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Bird

Bird hereby makes the representations and warranties set out in this Section 4.1 to and in favour of SOX and acknowledges that SOX is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) Organization and Qualification. Bird has been duly incorporated and is validly subsisting under the Applicable Laws of its jurisdiction of formation and has the requisite power and authority to own its assets and properties as now owned and to carry on its business as now conducted. Bird is duly registered or authorized to conduct its affairs or do business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration or authorization necessary, except where the failure to be so registered or authorized would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Bird Group (taken as a whole).
(b) Authority Relative to this Agreement. Bird has the requisite corporate power and authority to execute this Agreement, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement, the SOX Voting and Support Agreements and the Canso Standstill Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement, the SOX Voting and Support Agreements and the Canso Standstill Agreement and the consummation by Bird of the transactions contemplated hereunder and thereunder have been duly authorized by the Bird Board and no other proceedings on the part of Bird are necessary to authorize this Agreement, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement, the SOX Voting and Support Agreements, the Canso Standstill Agreement, the Arrangement or the other transactions contemplated herein or therein. This Agreement, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement, the SOX Voting and Support Agreements and the Canso Standstill Agreement have been duly executed and delivered by Bird and constitute legal, valid and binding obligations of Bird enforceable against it in accordance with their respective terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
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other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. Each of the Contracts, agreements and instruments required by this Agreement to be delivered by it will, at the Effective Time, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at the Effective Time be enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(c) No Violations. Except as contemplated by this Agreement:
(i) neither the execution and delivery of this Agreement by Bird nor the consummation of the transactions contemplated by the Arrangement nor compliance by Bird with any of the provisions hereof will:
- (A) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any member of the Bird Group or cause any indebtedness to come due before its stated maturity (or require Bird to (or to offer to) purchase or redeem any outstanding debt) or cause any credit to cease to be available, under any of the terms, conditions or provisions of: (1) articles, by-laws or other constating documents of any member of the Bird Group; or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other instrument or obligation to which any member of the Bird Group is a party or to which it, or any of their properties or assets, may be subject, or by which any member of the SOX Group is bound; or
- (B) subject to obtaining the requisite approvals of the Lenders, the Debentureholders, the SOX Shareholders, Court, Governmental Authorities (including the Competition Act Approval), the TSX and compliance with Applicable Canadian Securities Laws, violate any Laws applicable to the Bird Group or any of its properties or assets; and
- (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect;

(except, in the case of each of clauses (A), (B) and (C) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Encumbrances (other than Permitted Encumbrances), suspensions or revocations which, or any consents, approvals or notices which if not given or received, would not, individually or in the aggregate, have any material adverse effect on the Bird Group (taken as a whole); or

(ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be
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fulfilled post Arrangement, and except for the requisite approvals of the Lenders, the Debentureholders, the SOX Shareholders, the Court, applicable Governmental Authorities (including the Competition Act Approval) and the TSX:

(A) there is no legal impediment to Bird's consummation of the Arrangement; and
(B) no filing or registration with, or authorization, consent or approval of, any Governmental Authority is required of Bird in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, have a material adverse effect on Bird.
(d) Bird Shares. Bird has reserved and allotted or will reserve and allot prior to the Effective Time a sufficient number of Bird Shares as are issuable pursuant to the Offering and the Arrangement, and, subject to the terms and conditions of the Offering and the Arrangement, such Bird Shares, when issued pursuant to the Offering and the Arrangement, will be validly issued as fully paid and non-assessable.
(e) Funds Available. Bird will at the Effective Time (assuming receipt of the $40,000,000 pursuant to the Offering) have, sufficient funds available or available under its credit facilities to satisfy its obligations under the Plan of Arrangement, including the loan by Bird to SOX of the amount equal to the Lender Cash Consideration (which shall include $40,000,000 of proceeds from the Offering), in the manner and at the time specified in the Plan of Arrangement.
(f) Litigation. Except as set out in the Bird Public Record on or prior to the Agreement Date, there are no claims, actions, suits, proceedings, investigations, arbitrations, audits, grievances, assessments or reassessments in existence or pending or, to the knowledge of Bird, threatened, affecting or that would reasonably be expected to affect the Bird Group or any of its properties or assets at law or in equity or before or by any court or Governmental Authority which claim, action, suit, proceeding, investigation, arbitration, audit, grievance, assessment or reassessment involves a reasonable possibility of any judgment against or liability of the Bird Group which would reasonably be expected to cause, individually or in the aggregate, a material adverse effect on the Bird Group (taken as a whole).
(g) Investment Canada Act. Bird is not a "non-Canadian" within the meaning of the Investment Canada Act (Canada).
(h) Securities Laws. Bird is a "reporting issuer" in each of the Provinces of Canada (except Québec) and is in material compliance with all Applicable Canadian Securities Laws therein and the Bird Shares are listed and posted for trading on the TSX. Bird is not in default of any material requirements of any Applicable Canadian Securities Laws or any rules or regulations of, or agreement with, the TSX. No delisting, suspension of trading in or cease trading order with respect to the Bird Shares is pending or, to the knowledge of Bird, threatened. The documents and information comprising the Bird Public Record did not at the respective times they were filed with the relevant securities regulatory authorities, contain any misrepresentation, unless such document or information was subsequently corrected or superseded in the Bird Public Record prior to the Agreement Date; and all
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material facts regarding Bird are disclosed in the Bird Public Record. Bird has not filed any confidential material change report that, at the Agreement Date, remains confidential.

(i) Capitalization. As of the Agreement Date, the authorized capital of Bird consists of an unlimited number of Bird Shares and an unlimited number of preferred shares. As of the Agreement Date, 42,516,853 Bird Shares and no preferred shares are issued and outstanding. As of the Agreement Date, other than 100,000 Bird Options, 570,441 Bird RSUs, 533,441 Bird PSUs and 595,866 Bird DSUs, there are no options, warrants or other rights, plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by Bird of any securities of Bird (including Bird Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of Bird (including Bird Shares). All outstanding Bird Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights and all Bird Shares issuable upon the exercise of Bird Options or upon the settlement of Bird RSUs, Bird PSUs and Bird DSUs in accordance with the terms of such securities will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights. As of the Agreement Date, there are: (i) 595,866 Bird DSUs entitling holders thereof to receive cash payments equivalent to the value of Bird Shares underlying such Bird DSUs upon ceasing to be a member of the Bird Board; and (ii) 570,441 Bird RSUs and 533,441 Bird PSUs entitling holders thereof to receive Bird Shares, cash payments or a combination thereof upon settlement of such Bird Units in accordance with the provisions of the Bird EIP.
(j) No Orders. No order, ruling or determination having the effect of suspending the sale of, or ceasing the trading of, the Bird Shares or any other securities of Bird has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted, are pending or, to the knowledge of Bird, are contemplated or threatened under any Applicable Laws or by any Governmental Authority.
(k) Financial Statements. The Bird Financial Statements, and any interim or annual financial statements filed by or on behalf of Bird on and after the Agreement Date with any securities regulatory authorities, in compliance, or intended compliance, with any Applicable Canadian Securities Laws, were, or when so filed, will have been, prepared in accordance with IFRS (consistently applied), and present, or when so filed, will present, fairly in accordance with IFRS the consolidated financial position, results of operations and changes in financial position of Bird on a consolidated basis as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). There has been no material change in Bird's accounting policies, except as described in the notes to the Bird Financial Statements, since January 1, 2020.
(l) Absence of Undisclosed Liabilities. Except as set out in the Bird Public Record on or prior to the Agreement Date, no member of the Bird Group has any material liabilities of any nature (matured or unmatured, fixed or contingent), other than:
(i) those set forth or adequately provided for in the most recent statement of financial position and associated notes thereto included in the Bird Financial Statements (the " Bird Balance Sheet ");
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(ii) those incurred in the ordinary course of business and not required to be set forth in the Bird Balance Sheet under IFRS;
(iii) those incurred in the ordinary course of business since the date of Bird Balance Sheet and consistent with past practice; and
(iv) those incurred in connection with the execution of this Agreement.
(m) Absence of Certain Changes or Events. Except as set out in the Bird Public Record on or prior to the Agreement Date and except for the Arrangement or any action taken in accordance with this Agreement, since January 1, 2020:
(i) each member of the Bird Group has conducted its business only in the ordinary course of business substantially consistent with past practice;
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to the Bird Group (taken as a whole) has been incurred other than in the ordinary course of business;
(iii) Bird has not incurred or suffered a material adverse change; and
(iv) there have been no material facts, transactions, events or occurrences which would have a material adverse effect on the Bird Group (taken as a whole).
(n) Compliance with Laws. No member of the Bird Group is in violation of any Applicable Laws which violation could reasonably be expected to have a material adverse effect on the Bird Group (taken as a whole). The operations and business of each member of the Bird Group is and has been carried out in compliance with and not in violation of any Applicable Laws, other than any non-compliance or violation which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Bird Group (taken as a whole) or would significantly impact the ability of Bird to consummate the Arrangement, and no member of the Bird Group has received any notice of any alleged violation of any such Applicable Laws other than where such notice would not reasonably be expected to have a material adverse effect on the Bird Group (taken as a whole) or would significantly impact the ability of Bird to consummate the Arrangement.
(o) No Defaults. No member of the Bird Group is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under any Contract or licence to which any member of the Bird Group is a party or by which any member of the Bird Group is bound which would, if terminated or upon exercise of a right made available to a third party solely by a reason of such a default due to such default, individually or in the aggregate, reasonably be expected to have a material adverse effect on Bird.
(p) Proceeds of Crime. To the knowledge of Bird, no member of the Bird Group has, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the
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Foreign Corrupt Practice Act of 1977 (United States) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to any member of the Bird Group and its operations and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.

(q) Whistleblower Reporting. As of the Agreement Date, no Person has reported evidence of a violation of any Applicable Canadian Securities Laws, breach of fiduciary duty or similar violation by any member of the Bird Group or their respective officers, directors, employees, agents or independent contractors to an officer of Bird, the audit committee (or other committee designated for that purpose) of the Bird Board.
(r) Pre-emptive Rights. Bird does not have any knowledge of any outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any Person to acquire any of the rights, title, interests, property, licenses or assets of any member of the Bird Group that will be triggered or accelerated by the Arrangement.
(s) Brokers and Finders. Bird has not retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby, except that AltaCorp Capital Inc. and BMO Nesbitt Burns Inc. have been retained as Bird's financial advisors in connection with certain matters including the transactions contemplated hereby.
(t) Off-Balance Sheet Arrangements. Except as set out in the Bird Financial Statements, no member of the Bird Group is a party to any "off-balance sheet arrangements" as such term is defined under IFRS.

4.2 Representations and Warranties of SOX

SOX hereby makes the representations and warranties set out in this Section 4.2 to and in favour of Bird and acknowledges that Bird is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) Organization and Qualification. SOX has been duly incorporated and is validly subsisting under the Applicable Laws of its jurisdiction of formation and has the requisite power and authority to own its assets and properties as now owned and to carry on its business as now conducted. SOX is duly registered or authorized to conduct its affairs or do business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration or authorization necessary, except where the failure to be so registered or authorized would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole).
(b) Authority Relative to this Agreement. SOX has the requisite corporate power and authority to execute this Agreement, the SOX Option Cancellation Agreements, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement, the SOX Option Cancellation Agreements, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement and the consummation by SOX of the transactions contemplated hereunder and thereunder have been duly authorized by the SOX Board and no other proceedings on the part of SOX are necessary to authorize this
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Agreement, the SOX Option Cancellation Agreements, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement, the Arrangement or the other transactions contemplated herein or therein other than the approval of the SOX Arrangement Resolution by SOX Shareholders and approval of the SOX Circular and matters relating to the SOX Meetings by the SOX Board. This Agreement, the SOX Option Cancellation Agreements, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement have been duly executed and delivered by SOX and constitute legal, valid and binding obligations of SOX enforceable against it in accordance with their respective terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. Each of the Contracts, agreements and instruments required by this Agreement to be delivered by it will, at the Effective Time, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at the Effective Time be enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(c) Subsidiaries. SOX has no subsidiaries, other than the other members of the SOX Group. Section 4.2(c) of the SOX Disclosure Letter lists all members of the SOX Group. Stuart Olson Construction Ltd., Canem Systems Ltd., Stuart Olson Industrial Projects Inc. and Stuart Olson Industrial Services Ltd. are the only subsidiaries of SOX who individually have total assets representing 10% or more of the consolidated assets of the SOX Group or who individually had annual revenue in any of the last three financial years representing 10% or more of the consolidated revenue of the SOX Group. Except as set out in the SOX Disclosure Letter, SOX owns, directly or indirectly, all of the outstanding voting and equity securities of each member of the SOX Group and all of the outstanding shares and all other ownership interests in such subsidiaries are duly authorized, validly issued and fully paid and non-assessable, and all such shares and other ownership interests are held directly or indirectly by SOX, are owned by SOX free and clear of all Encumbrances (other than Permitted Encumbrances), except pursuant to restrictions on transfer contained in the constating documents of such subsidiaries. Except as set out in the SOX Disclosure Letter, there are no rights of first refusal and similar rights restricting transfer of the SOX Shares contained in shareholders, partnership, joint venture or similar agreements or pursuant to existing financing arrangements and there are no outstanding contractual or other obligations of any member of the SOX Group to repurchase, redeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any of them.
(d) No Violations. Except as contemplated by this Agreement or as set out in the SOX Disclosure Letter:
(i) neither the execution and delivery of this Agreement by SOX nor the consummation of the transactions contemplated by the Arrangement nor compliance by SOX with any of the provisions hereof will:
- (A) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event
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which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any member of the SOX Group or cause any indebtedness to come due before its stated maturity (or require SOX to (or to offer to) purchase or redeem any outstanding debt) or cause any credit to cease to be available, under any of the terms, conditions or provisions of: (1) articles, by-laws or other constating documents of any member of the SOX Group; or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other instrument or obligation to which any member of the SOX Group is a party or to which it, or any of their properties or assets, may be subject, or by which any member of the SOX Group is bound; or

(B) subject to obtaining the requisite approvals of the Lenders, the Debentureholders, the SOX Shareholders, Court, Governmental Authorities (including the Competition Act Approval), the TSX and compliance with Applicable Canadian Securities Laws, violate any Laws applicable to the SOX Group or any of its properties or assets; and
(C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect;

(ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the requisite approvals of the Lenders, the Debentureholders, the SOX Shareholders, the Court, applicable Governmental Authorities (including the Competition Act Approval) and the TSX:
- (A) there is no legal impediment to SOX's consummation of the Arrangement; and
- (B) no filing or registration with, or authorization, consent or approval of, any Governmental Authority is required of SOX in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, have a material adverse effect on SOX, or significantly impede the ability of SOX to consummate the Arrangement.
(e) Funds Available. SOX has, and will until the Effective Time have, sufficient funds available or available under its credit facilities to: (i) pay the Bird Termination Fee pursuant to Section 6.1; and (ii) satisfy its obligations under the Plan of Arrangement, including the
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payment by SOX to the holders of SOX Units of the aggregate cash consideration payable thereto in the manner and at the time specified in the Plan of Arrangement.

(f) No Distributions to Lenders or Debentureholders. Other than (i) payment of interest and other fees and expenses under the SOX Credit Agreement pursuant to the terms thereof and (ii) other payments permitted pursuant to Section 3.2(b), after June 30, 2020 no member of the SOX Group has distributed any cash or other consideration to the Lenders. Other than payment of interest and other fees under the SOX Debenture Indenture pursuant to the terms thereof, from June 30, 2020 to the Agreement Date, no member of the SOX Group has distributed any cash or other consideration to the Debentureholders.
(g) Litigation. Except as set out in the SOX Disclosure Letter or in the SOX Public Record on or prior to the Agreement Date, there are no claims, actions, suits, proceedings, investigations, arbitrations, audits, grievances, assessments or reassessments in existence or pending or, to the knowledge of SOX, threatened, affecting or that would reasonably be expected to affect the SOX Group or any of its properties or assets at law or in equity or before or by any court or Governmental Authority which claim, action, suit, proceeding, investigation, arbitration, audit, grievance, assessment or reassessment involves a reasonable possibility of any judgment against or liability of the SOX Group which would reasonably be expected to cause, individually or in the aggregate, a material adverse effect on the SOX Group (taken as a whole), or would significantly impede the ability of SOX to consummate the Arrangement.
(h) Taxes, etc. Except as set out in the SOX Disclosure Letter, or to the extent that any matter referred to in this Section 4.2(h) does not, and would not reasonably be expected to, have a material adverse effect on the SOX Group (taken as a whole):
(i) all Returns required to be filed by or on behalf of any member of the SOX Group for periods ended on and prior to the Agreement Date have been duly filed on a timely basis and such Returns are complete and correct in all material respects, including in respect of any reported loss balances or balances of any Tax attributes. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other Taxes are payable by any member of the SOX Group with respect to items or periods covered by such Returns;
(ii) each member of the SOX Group has paid or has withheld and remitted to the appropriate Governmental Authority all Taxes, including any instalments or prepayments of Taxes and any amounts in respect of employees and non-residents of Canada, that are due and payable on or prior to the Agreement Date whether or not shown as being due on any Return, or, where payment is not yet due, SOX has established adequate accruals in conformity with IFRS in the SOX Financial Statements for the period covered by such financial statements for any Taxes, including income taxes and related future taxes, if applicable, that have not been paid, whether or not shown as being due on any Return. SOX has, in all material respects, made adequate provision or disclosure in its books and records for any Taxes accruing in respect of any period subsequent to the period covered by such financial statements, whether or not shown as being due on any Return;
(iii) no deficiencies have been asserted in writing by any Governmental Authority with respect to Taxes of any member of the SOX Group that have not yet been settled
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and, to the knowledge of SOX, no Governmental Authority has threatened any such assertion;

(iv) has made available to Bird, to the extent requested by Bird, true and complete copies of: (A) material income tax audit reports, statements of deficiencies, notices of assessment and notices of reassessment of SOX, material closing or other agreements in respect of Taxes of SOX; and (B) any material income tax returns for SOX including all predecessor entities, in all cases in respect of tax years ended on or after December 31, 2017;
(v) no liability (or reasonable claim of liability) shall arise under any tax sharing, tax indemnity or tax allocation agreement or arrangement to which any member of the SOX Group is a party as a result of this transaction;
(vi) no member of the SOX Group is a party to any action or proceeding for assessment or collection of Taxes, nor, to the knowledge of SOX, has such an event been asserted in writing by any Governmental Authority or threatened against any member of the SOX Group or any of their respective assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of any member of the SOX Group. No audit, review or investigation by Governmental Authorities of any member of the SOX Group is in process or to the knowledge of SOX, pending;
(vii) except for the transactions contemplated by this Agreement and the Plan of Arrangement, no member of the SOX Group has been a party to any transaction to which any of sections 55(2), 80, 80.01, or 245 of the Tax Act, or corresponding provisions of any other applicable Tax law, could reasonably be expected to apply; and
(viii) no member of the SOX Group is a party to or bound by any Tax sharing agreement, Tax indemnity agreement, Tax allocation agreement or similar agreement which will have effect after the Effective Time.
(i) Compliance with Laws. Each member of the SOX Group has materially complied with and is not in material violation of any Applicable Laws.
(j) Securities Laws. SOX is a "reporting issuer" in each of the Provinces of Canada (except Québec) and is in material compliance with all Applicable Canadian Securities Laws therein and the SOX Shares are listed and posted for trading on the TSX. SOX is not in default of any material requirements of any Applicable Canadian Securities Laws or any rules or regulations of, or agreement with, the TSX. No delisting, suspension of trading in or cease trading order with respect to the SOX Shares is pending or, to the knowledge of SOX, threatened. To the knowledge of SOX, none of its officers or directors are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public entity or of an entity listed on a particular stock exchange. The documents and information comprising the SOX Public Record did not at the respective times they were filed with the relevant securities regulatory authorities, contain any misrepresentation, unless such document or information was subsequently corrected or superseded in the SOX Public Record prior to the Agreement Date; and all material facts regarding SOX are disclosed in the SOX Public Record. SOX
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has not filed any confidential material change report that, at the Agreement Date, remains confidential.

(k) Capitalization. As of the Agreement Date, the authorized capital of SOX consists of an unlimited number of SOX Shares and an unlimited number of preferred shares, issuable in series. As of the Agreement Date, 31,550,092 SOX Shares and no preferred shares are issued and outstanding. As of the Agreement Date, other than the SOX Shareholder Rights Plan, the SOX Debentures, 939,321 SOX Old Options and the SOX Awards to be issued pursuant to Section 2.6(f), there are no options, warrants or other rights, plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by SOX of any securities of SOX (including SOX Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of SOX (including SOX Shares). All outstanding SOX Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights and all SOX Shares issuable upon the conversion of the SOX Debentures or the exercise of SOX Options or upon the settlement of SOX Share Units in accordance with the terms of such securities will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights. Other than the SOX Shares, there are no securities of SOX outstanding which have the right to vote generally with SOX Shareholders on any matter. As of the Agreement Date, there are: (i) 943,468 SOX DSUs entitling holders thereof to receive cash payments equivalent to the value of SOX Shares underlying such SOX DSUs upon ceasing to be a member of the SOX Board; and (ii) 3,816,918 SOX RSUs and 1,381,121 SOX PSUs (no multiplier applied) entitling holders thereof to receive cash payments equivalent to the value of SOX Shares underlying such SOX Units upon settlement of such SOX Units in accordance with the provisions of the SOX Unit Plan.
(l) No Orders. No order, ruling or determination having the effect of suspending the sale of, or ceasing the trading of, the SOX Shares or any other securities of SOX has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted, are pending or, to the knowledge of SOX, are contemplated or threatened under any Applicable Laws or by any Governmental Authority.
(m) Financial Statements. The SOX Financial Statements, and any interim or annual financial statements filed by or on behalf of SOX on and after the Agreement Date with any securities regulatory authorities, in compliance, or intended compliance, with any Applicable Canadian Securities Laws, were, or when so filed, will have been, prepared in accordance with IFRS (consistently applied), and present, or when so filed, will present, fairly in accordance with IFRS the consolidated financial position, results of operations and changes in financial position of SOX on a consolidated basis as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). There has been no material change in SOX's accounting policies, except as described in the notes to the SOX Financial Statements, since January 1, 2020.
(n) Books and Records. The financial books, records and accounts of each member of the SOX Group, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of each member of the SOX Group and (iii) accurately and fairly reflect the basis for the SOX Financial Statements. The corporate records and minute books of each member of the SOX
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Group have been maintained substantially in compliance with Applicable Laws and are complete and accurate in all material respects, and full access thereto has been provided to Bird except that minutes of certain recent meetings of the SOX Board or committees of the SOX Board have not been prepared or finalized as at the Agreement Date.

(o) Absence of Undisclosed Liabilities. Except for the SOX Transaction Costs, including the SOX Employee Obligations, and except as set out in the SOX Public Record, on or prior to the Agreement Date, no member of the SOX Group has any material liabilities of any nature (matured or unmatured, fixed or contingent), other than:
(i) those set forth or adequately provided for in the most recent statement of financial position and associated notes thereto included in the SOX Financial Statements (the " SOX Balance Sheet ");
(ii) those incurred in the ordinary course of business and not required to be set forth in the SOX Balance Sheet under IFRS;
(iii) those incurred in the ordinary course of business since the date of the SOX Balance Sheet and consistent with past practice; and
(iv) those incurred in connection with the execution of this Agreement.
(p) Absence of Certain Changes or Events. Except as set out in the SOX Disclosure Letter or in the SOX Public Record on or prior to the Agreement Date and except for the Arrangement or any action taken in accordance with this Agreement, since January 1, 2020:
(i) each member of the SOX Group has conducted its business only in the ordinary course of business substantially consistent with past practice;
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to the SOX Group (taken as a whole) has been incurred other than in the ordinary course of business;
(iii) SOX has not incurred or suffered a material adverse change; and
(iv) there have been no material facts, transactions, events or occurrences which would have a material adverse effect on the SOX Group (taken as a whole).
(q) Registration, Exemption Orders, Licenses, etc. To the knowledge of SOX, each member of the SOX Group has obtained and is in compliance with all Governmental Authorizations necessary in connection with its business as it is now, individually or in the aggregate, being or proposed to be conducted, except where the failure to obtain or be in compliance could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole). No such Governmental Authorizations will be impaired, terminated, cancelled or otherwise adversely affected by the entering into of this Agreement or the consummation of the Arrangement. Such Governmental Authorizations are in full force and effect in accordance with their terms, and no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation of any such Governmental Authorization, except where the violation would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole). No
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proceedings are pending or, to the knowledge of SOX, threatened, which could result in the revocation or limitation of any Governmental Authorization, and all steps have been taken and filings made on a timely basis with respect to each Governmental Authorization and its renewal, except where the failure to take such steps and make such filings would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole). No member of the SOX Group nor any of their respective officers or directors has received notice, whether written or oral, of revocation, non-renewal or material amendments of any material Governmental Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such material Governmental Authorization.

(r) Compliance with Laws. No member of the SOX Group is in violation of any Applicable Laws which violation could reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole). The operations and business of each member of the SOX Group is and has been carried out in compliance with and not in violation of any Applicable Laws, other than any non-compliance or violation which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole) or would significantly impact the ability of SOX to consummate the Arrangement, and no member of the SOX Group has received any notice of any alleged violation of any such Applicable Laws other than where such notice would not reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole) or would significantly impact the ability of SOX to consummate the Arrangement.
(s) Restrictions on Business Activities. There is no judgment, injunction or order binding upon any member of the SOX Group that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing its business or, individually or in the aggregate, have a material adverse effect on the SOX Group (taken as a whole).
(t) Non-Arm's Length Transactions. Except as set out in the SOX Disclosure Letter, and except for the SOX Employee Obligations and except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses, there are no Contracts or other transactions (including with respect to loans or other indebtedness) currently in place between any member of the SOX Group, on the one hand, and (i) any officer, director or employee of, or consultant to any member of the SOX Group, (ii) any holder of record or beneficial owner of 10% or more of the voting securities of SOX or (iii) any associate or affiliate of any such Person in items (i) or (ii) hereof (collectively, " SOX Related Parties ").
(u) Environmental. Except as set out in the SOX Disclosure Letter, and except to the extent that any violations or other matters referred to in this Section 4.2(u) do not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the SOX Group (taken as a whole):
(i) to the best of its knowledge, SOX is not in violation of any applicable Environmental Laws;
(ii) to the best of its knowledge, SOX has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws;
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(iii) SOX has not used any of the properties and assets owned, leased, used or occupied by or formerly owned, leased, used or occupied by SOX (including the SOX Real Property) to use, produce, generate, store, handle, transport or dispose of any Hazardous Substances except in compliance with Environmental Laws;
(iv) to the best of its knowledge, there has been no Release of Hazardous Substances or wastes into the Environment or any municipal or other sewer or drain water systems by SOX, or on, underneath or within the area bounded by the ceiling, walls and floor of any building at any location which is or was currently or formerly owned, leased or otherwise operated by SOX, including the SOX Real Property, that have not been fully remediated;
(v) to the best of its knowledge, no Hazardous Substance has migrated from other properties onto or under the SOX Real Property;
(vi) no member of the SOX Group has taken any action or failed to take any action that has resulted in, or would reasonably be expected to result in, the emission, discharge, disposition or release of any Hazardous Substances except in compliance with Environmental Laws;
(vii) to the knowledge of SOX, no underground storage tanks or surface storage tanks are or have ever been located on the SOX Real Property;
(viii) SOX's current and past operations, the properties and assets owned, leased, used or occupied by or formerly owned, leased, used or occupied by SOX (including the SOX Real Property), and the use, maintenance and operation thereof were, have been and are in compliance with all Environmental Laws;
(ix) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of SOX of which SOX has notice, and there is no basis upon which SOX could become responsible for any clean-up or corrective action under any Environmental Laws;
(x) SOX has not been convicted of an offence for non-compliance with any Environmental Laws, nor has SOX been fined or otherwise sentenced or settled such prosecution short of conviction;
(xi) SOX has complied with all reporting and monitoring requirements under all Environmental Laws and has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;
(xii) SOX has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws; and
(xiii) there are no pending or, to the knowledge of SOX, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from a breach or alleged breach of any Environmental Laws or costs of clean-up of any Hazardous Substances with respect to any of the properties of SOX currently or formerly owned, leased, operated or otherwise used, including the SOX Real Property.
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(v) No Defaults. No member of the SOX Group is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under any Contract or licence to which any member of the SOX Group is a party or by which any member of the SOX Group is bound which would, if terminated or upon exercise of a right made available to a third party solely by a reason of such a default due to such default, individually or in the aggregate, reasonably be expected to have a material adverse effect on SOX.
(w) Insurance. Policies of insurance that are in force as of the Agreement Date naming the appropriate member of the SOX Group as an insured adequately and reasonably cover all risks as are customarily covered by companies of a similar size as SOX in the industry in which the SOX Group operates. With respect to each insurance policy issued in favour of SOX, or pursuant to which SOX is a named insured or otherwise a beneficiary under an insurance policy:
(i) the policy is in full force and effect and all premiums due thereon have been paid;
(ii) SOX is not in breach or default, and SOX has not taken any action, or failed to take any action that, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any such policy (except as described in Section 4.2(w)(iv));
(iii) to the knowledge of SOX, no insurer on any such policy has been declared insolvent or placed in receivership, debt restructuring proceedings or liquidation, and no notice of cancellation or termination has been received by SOX with respect to any such policy;
(iv) none of such policies will terminate or lapse by reason of the transactions contemplated by this Agreement, other than in respect of policies for which SOX will, simultaneous with any such termination or lapse, enter into replacement policies providing coverage equal to or greater than the current coverage provided by such policies;
(v) no insurer under any such policy has cancelled or generally disclaimed liability under any such policy or indicated any intent to do so or not to renew any such policy;
(vi) there is no claim by SOX pending under any such policy that has been denied or disputed by the insurer; and
(vii) all claims under such policies have been filed in a timely fashion.
(x) Proceeds of Crime. To the knowledge of SOX, no member of the SOX Group has, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practice Act of 1977 (United States) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering
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a similar subject matter applicable to any member of the SOX Group and its operations and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.

(y) Whistleblower Reporting. As of the Agreement Date, no Person has reported evidence of a violation of any Applicable Canadian Securities Laws, breach of fiduciary duty or similar violation by any member of the SOX Group or their respective officers, directors, employees, agents or independent contractors to an officer of SOX, the audit committee (or other committee designated for that purpose) of the SOX Board.
(z) Equity Monetization Plans. Other than the SOX Awards, there are no outstanding stock appreciation rights, phantom equity, profit sharing plan or similar rights, agreements, arrangements or commitments payable to any employee of SOX and which are based upon the revenue, value, income or any other attribute of SOX.
(aa) Pre-emptive Rights. SOX does not have any knowledge of any outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any Person to acquire any of the rights, title, interests, property, licenses or assets of any member of the SOX Group that will be triggered or accelerated by the Arrangement.
(bb) No Expropriation. No assets of any member of the SOX Group have been taken or expropriated by any Governmental Authority nor, as of the Agreement Date, has any notice or proceeding in respect thereof been given or commenced or threatened nor, to the knowledge of SOX (without inquiry), is there any intent or proposal to give any such notice or to commence any such proceeding.
(cc) Government Incentives. All filings made by any member of the SOX Group under which such member of the SOX Group has received or is entitled to government incentives or government benefit or assistance have been made in compliance with all Applicable Laws and contain no misrepresentations which could cause any material amount previously paid or credited to any member of the SOX Group or previously accrued on the accounts thereof to be recovered or disallowed. Any credits, payments, assistance or other benefits received or receivable by any member of the SOX Group pursuant to any governmental benefit, assistance or incentive program including any royalty holidays or credits to any taxes, royalties or governmental payment or obligations otherwise payable, have been properly received and it has not received any notice of any claim to the contrary. For greater certainty, each member of the SOX Group meets all eligibility requirements for, and are entitled to, all amounts applied for or received under or in connection with any support, plan, program or accommodation adopted or implemented by any Governmental Authority in response to the COVID-19 coronavirus pandemic, including any supports or programs adopted pursuant to Canada's COVID-19 Economic Response Plan or related measures, and any applications, declarations or other filings made with any Governmental Authority in connection therewith are complete and accurate in all material respects.

(dd) Material Contracts.

(i) Material Construction Contracts. The SOX Disclosure Letter lists all of the following Contracts, correct, current and complete copies of which have been made available to Bird (the " Material Construction Contracts "): (A) all Contracts pursuant to which the Commercial Systems Division of SOX will, or may reasonably be expected to, (1) be required to expend more than an aggregate
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of $250,000, or (2) receive or be entitled to receive revenue of more than an aggregate of $250,000, in either case in the next 12 months; (B) all Contracts and sub-Contracts pursuant to which the Buildings Division of SOX will, or may reasonably be expected to, (1) be required to expend more than an aggregate of $250,000, or (2) receive or be entitled to receive revenue of more than an aggregate of $250,000, in either case in the next 12 months; (C) all Contracts pursuant to which the Industrial Division of SOX will, or may reasonably be expected to, (1) be required to expend more than an aggregate of $250,000, or (2) receive or be entitled to receive revenue of more than an aggregate of $250,000, in either case in the next 12 months; and (D) to the extent not captured in clauses (A), (B) or (C), all Contracts pursuant to which the SOX Group will, or may reasonably be expected to, (1) be required to expend more than an aggregate of $250,000, or (2) receive or be entitled to receive revenue of more than $250,000, in either case in the next 12 months. All sub-Contracts which constitute Material Construction Contracts are in the standard form of SOX sub-Contract utilized by the Buildings Division which form is set out in the SOX Disclosure Letter, except where the failure to use such form would not reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole).

(ii) Material Contracts. The SOX Disclosure Letter lists all of the following Contracts, correct, current and complete copies of which have been made available to Bird (the " Material Contracts ") (and, for greater certainty, Material Contracts does not include Material Construction Contracts): (A) all Contracts pursuant to which SOX will, or may reasonably be expected to, (1) be required to expend more than an aggregate of $100,000, or (2) receive or be entitled to receive revenue of more than an aggregate of $100,000, in either case in the next 12 months; (B) all Contracts containing any rights on the part of any Person, including joint venture partners or entities, to acquire property rights from any member of the SOX Group; (C) all Contracts containing any rights on the part of any member of the SOX Group to acquire property rights from any Person; (D) any Contract in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition of assets or securities or other equity interests of another Person; (E) any standstill or similar Contract currently restricting the ability of SOX to offer to purchase or purchase the assets or equity securities of another Person; (F) any material warranty and service agreements; (G) Contracts relating to partnership, joint venture, research and development agreement or similar agreements; (H) any confidentiality, secrecy or non-disclosure Contract relating to any material proprietary or confidential information or any non-competition or similar Contract; (I) any operating lease; and (J) any lease of land, buildings or material personal property, or any lease that is out of the ordinary course of business of SOX. Each of such Material Contracts constitutes a legally valid and binding agreement of SOX or its subsidiaries, enforceable in accordance with their respective terms and, to the knowledge of SOX, no party thereto is in default in the observance or performance of any term or obligation to be performed by it under any such Contract or agreement which is material to the business of the SOX Group (taken as a whole) and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole).

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(ee) Customer Relations. The SOX Disclosure Letter lists the identity of the SOX Principal Customers. No member of the SOX Group has received any notice that any SOX Principal Customer intends to cancel, terminate or otherwise modify in any manner adverse to the applicable member of the SOX Group or not continue its relationship with any member of the SOX Group. No SOX Principal Customer has provided notice to any member of the SOX Group that it will stop or materially decrease the rate of buying products or services from any member of the SOX Group. To the knowledge of SOX, no SOX Principal Customer is expected to cancel, terminate or otherwise modify in any manner materially adverse to the applicable member of the SOX Group or not continue its relationship with any member of the SOX Group as a result of the Arrangement.
(ff) Supplier Relations. The SOX Disclosure Letter lists the identity of the SOX Principal Suppliers. No member of the SOX Group has received any notice that any SOX Principal Supplier intends to cancel, terminate or otherwise modify in any manner adverse to the applicable member of the SOX Group or not continue its relationship with any member of the SOX Group. No SOX Principal Supplier has provided notice to any member of the SOX Group that it will stop or materially decrease the rate of supplying products or services to any member of the SOX Group. To the knowledge of SOX, no SOX Principal Supplier is expected to cancel, terminate or otherwise modify in any manner materially adverse to the applicable member of the SOX Group or not continue its relationship with any member of the SOX Group as a result of the Arrangement.

(gg) Employee Benefit Plans.

(i) The SOX Disclosure Letter sets out a complete, accurate and up-to-date list of all SOX Benefit Plans. SOX has made complete and current copies of all written SOX Benefit Plans as amended to the date hereof and all other material documents relating to the SOX Benefit Plans available to Bird, including, as applicable, all Contracts relating thereto, the current investment, funding and governance policies, summary plan descriptions, the most recent financial statements, actuarial valuations and annual information returns, all participation agreements, and all material correspondence with any Governmental Authority relating to such SOX Benefit Plans (or, where such SOX Benefit Plans or Contracts are oral, written summaries of same).
(ii) Except as set out in the SOX Disclosure Letter, each SOX Benefit Plan is in compliance with and is, and has been, established, registered (where required by Law), qualified, administered, funded and invested in accordance with all Laws, the terms of such SOX Benefit Plans, any SOX Collective Agreements (where applicable), and the terms of the material documents that support such SOX Benefit Plans.
(iii) All contributions or premiums required to be collected or paid and remitted by any member of the SOX Group under the terms of any SOX Benefit Plan or by Law have been collected or paid and remitted in a timely manner and are properly recorded in the books and records and reflected in the SOX Financial Statements.
(iv) SOX has all of the data necessary to administer the SOX Benefit Plans and all such data is correct and up-to-date.
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(v) None of the SOX Benefit Plans provide benefits beyond retirement or other termination of service to the current and former employees of the SOX Group or to the beneficiaries or dependents of such employees or former employees.
(vi) Except as set out in the SOX Disclosure Letter, each SOX Benefit Plan that is a Pension Plan is fully funded on both a going concern and a solvency basis based on the actuarial assumptions and methodology used in the most recent actuarial valuation report therefor, and no other unfunded liabilities or deficiencies exist under any other SOX Benefit Plan.
(vii) Except as set out in the SOX Disclosure Letter, the applicable member of the SOX Group (or its successor) may amend, revise or terminate each SOX Benefit Plan after the Effective Date in accordance with its terms without incurring material liability by such member of the SOX Group other than ordinary administrative expenses typically incurred in terminating benefit plans of a similar nature. No improvements to any SOX Benefit Plan have been promised other than those made in the ordinary course of business, and no member of the SOX Group has made or promised any amendment or improvement to any SOX Benefit Plan prior to the Effective Date.
(viii) Each member of the SOX Group has satisfied all of its material obligations under the SOX Benefit Plans, and there are not outstanding breaches, defaults or violations by any member of the SOX Group relating to any SOX Benefit Plan. There are no liabilities or Taxes owing or due and payable under or in respect of any SOX Benefit Plan or any former benefit plan that has been terminated by any member of the SOX Group.
(ix) SOX has not received notice of any investigation, examination or other legal proceeding from any Governmental Authority or other Person (other than claims for benefits payable in the ordinary course of the SOX Benefit Plans) and, to the knowledge of SOX, there are no facts which could reasonably be expected to give rise to any such investigation, examination or other legal proceeding in respect of any SOX Benefit Plan.
(x) The consummation of the Arrangement will not trigger any payment, acceleration of payment, vesting of benefits, increase in benefits or obligation to fund benefits under any SOX Benefit Plan.
(xi) Except as set out in the SOX Disclosure Letter, no SOX Benefit Plan is a Pension Plan and no member of the SOX Group contributes to, or is required to contribute to, any multi-employer plan.
(hh) Employees.
(i) The SOX Disclosure Letter sets out a complete list of all employees of SOX or any other member of the SOX Group that are remunerated via an annual salary, which list includes such employees' names, titles, salaries, years of service and target bonus.
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(ii) The standard form of SOX employment agreement and the standard form of the Commercial Systems Division employment agreement are both set out in the SOX Disclosure Letter.
(iii) Other than as set out in the SOX Disclosure Letter, all employees of the SOX Group are party to one of the standard forms of employment agreement referred to in Section 4.2(hh)(ii).
(iv) Except for the SOX Collective Agreements, and as set out in the SOX Disclosure Letter, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of the SOX Group by way of certification, interim certification, voluntary recognition, designation or successor rights or has applied to have any member of the SOX Group declared a related employer or successor employer pursuant to applicable labour legislation. To the knowledge of SOX, no member of the SOX Group has engaged in any unfair labour practices and, no strike, lock-out, work stoppage or other material labour dispute is occurring. To the knowledge of SOX, there are no threatened or pending strikes, work stoppages, picketing, lock-outs, hand-billings, boycotts, slowdowns or similar labour related disputes pertaining to the SOX Group that could reasonably be expected to have a material adverse effect on the SOX Group (taken as a whole) or lead to a material and continuing interruption of operations of the SOX Group at any location. No member of the SOX Group has engaged in any closing or lay-off activities within the past two years that would violate or in any way subject any member of the SOX Group to group termination or lay-off requirements of Applicable Laws.
(v) Except as set out in the SOX Disclosure Letter, no member of the SOX Group has recognized any trade union or has any staff association, staff council, works council or other organization formed for or arrangements having a similar purpose and no notification to any trade union, staff association, staff council, works council or other organization formed for or in respect of any arrangements having a similar purpose is required by any member of the SOX Group in connection with the consummation of the transactions contemplated by this Agreement.
(vi) No member of the SOX Group is in material breach of any SOX Collective Agreement, and, except as set out in the SOX Collective Agreements, no member of the SOX Group has any outstanding obligations existing under any collective agreements to deduct, remit, withhold or contribute in any manner.
(ii) Employment Agreements. Except as disclosed in the SOX Disclosure Letter, no member of the SOX Group will become a party to any employment agreement or to any written policy, agreement, obligation or understanding (and for greater certainty, to any amendment to any of the foregoing) which contains any specific agreement as to notice of termination or severance pay in lieu thereof or which cannot be terminated without cause upon giving reasonable notice as may be implied by Applicable Laws, or which creates rights in respect of loss or termination of office or employment in relation to the Arrangement or which contains any specific agreement as to obligations arising on a change of control or as to notice of termination or severance pay in lieu thereof.
(jj) Brokers and Finders. SOX has not retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on
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account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated, except that CIBC World Markets Inc., TD Securities Inc. and PricewaterhouseCoopers LLP have been retained as financial advisors to SOX in connection with certain matters including the transactions contemplated hereby. SOX has made available to Bird true and complete copies of the fee components of its agreements with CIBC World Markets Inc., TD Securities Inc. and PricewaterhouseCoopers LLP. Except as set out in the SOX Disclosure Letter, and other than as set out in such copies of the fee components of such agreements made available to Bird by SOX, no member of the SOX Group, nor any affiliate thereof, has any financial or other obligation to any of CIBC World Markets Inc., TD Securities Inc. or PricewaterhouseCoopers LLP, which will: (i) be triggered by the completion of any of the transactions contemplated in this Agreement, the Plan of Arrangement, the SOX Lender Support Agreement, the Canso Subscription and Support Agreement or otherwise; or (ii) continue following the Effective Time.

(kk) Employment and Officer Obligations. Other than the SOX Employee Obligations, the SOX Benefit Plans or as set out in the SOX Disclosure Letter, there are no existing health plans or pension obligations or other employment or consulting services agreements, termination, severance or retention plans or policies of SOX and there are no accrued bonuses currently payable to any present or former employee, director, officer or consultant of SOX.
(ll) Fairness Opinion. The SOX Board has received the verbal SOX Fairness Opinion from PricewaterhouseCoopers LLP that the consideration to be received by SOX Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the SOX Shareholders.
(mm) Long Term and Derivative Transactions. Except as set out in the SOX Public Record on or prior to the Agreement Date, no member of the SOX Group has any obligations or liabilities, direct or indirect, vested or contingent in respect of any rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross currency rate swap transactions, currency options, production sales transactions having terms greater than 90 days or any other similar transactions (including any option with respect to any of such transactions) or any combination of such transactions.
(nn) No Limitation. Except for the Exclusivity Agreement between SOX and Bird dated July 21, 2020 and other than as set out in the SOX Disclosure Letter, there is no noncompetition, exclusivity or other similar agreement, commitment or understanding in place to which any member of the SOX Group is a party or by which it is otherwise bound that would now or hereafter in any way limit the business or operations of SOX in a particular manner or to a particular locality or geographic region or for a limited period of time, and the execution, delivery and performance of this Agreement does not and will not result in the restriction of any member of the SOX Group from engaging in its business or from competing with any Person or in any geographic area.
(oo) Rights Plans. SOX will not implement any new shareholder rights plan or any other form of plan, Contract or instrument that will trigger any rights to acquire SOX Shares or other securities of SOX or rights, entitlements or privileges in favour of any Person upon the
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entering into of this Agreement or in connection with the Arrangement. The Arrangement is an "Exempt Acquisition" under the SOX Shareholder Rights Plan.

(pp) No Guarantees. Other than an indemnification of directors and officers in accordance with existing indemnification agreements which are in a form customary for agreements of that nature, the by-laws of SOX or Applicable Laws and other than standard indemnity agreements in underwriting and agency agreements, credit facilities, transfer agent and registrar agreements, and in the ordinary course provided to service providers, neither SOX nor any other member of the SOX Group has guaranteed, endorsed, assumed, indemnified or accepted any responsibility for, or has or will guarantee, endorse, assume, indemnify or accept any responsibility for, contingently or otherwise, any indebtedness or the performance of any obligation of any Person who is not a member of the SOX Group.
(qq) Payments to Employees Etc. Each member of the SOX Group has withheld and remitted from each payment made to any of its present or former employees, officers or directors, or to other Persons, all amounts required by law or administrative practice to be withheld or remitted by it on account of Taxes, pension plan contributions, employment insurance premiums, employer health taxes and similar taxes, and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Authority. Each member of the SOX Group has charged, collected and remitted on a timely basis all sales, goods and services, value-added and other commodity Taxes as required under applicable legislation on any sale, supply or delivery made by them.
(rr) Off-Balance Sheet Arrangements. No member of the SOX Group is a party to any "offbalance sheet arrangements" as such term is defined under IFRS.
(ss) Accounts Receivable. Except as set out in the SOX Disclosure Letter: (i) the SOX Accounts Receivable of the SOX Group arose from bona fide transactions in the ordinary course of business and reflect appropriate reserves for bad debts and uncollectible accounts determined in accordance with past practice and IFRS; (ii) no member of the SOX Group has received notice of any defence, counterclaim or set-off against any SOX Accounts Receivables of the SOX Group for which reserves have not been established in accordance with IFRS; (iii) the SOX Accounts Receivable of the SOX Group are not subject to any assignment to a third party; and (iv) to the knowledge of SOX, the SOX Accounts Receivable of the SOX Group are not subject to any right of discount, counterclaim or setoff by the account debtor.
(tt) SOX Transaction Costs. The SOX Disclosure Letter sets out SOX's bona fide good faith estimate of the aggregate amount and each component of the SOX Employee Obligations and the SOX Transaction Costs, and the aggregate amount of the SOX Employee Obligations will not exceed the amount reflected therein and, on the condition that no significant events, challenges or revisions to the transactions contemplated by this Agreement occur, the aggregate SOX Transaction Costs will not exceed the amount reflected therein.

(uu) Indebtedness.

(i) The SOX Disclosure Letter sets out all outstanding indebtedness of each member of the SOX Group in excess of $250,000 individually as at the Agreement Date, including all amounts outstanding under the SOX Credit Agreement and the SOX Debenture Indenture. Complete and accurate copies of each document, instrument
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and agreement governing, evidencing, securing obligations under, or otherwise related to, such indebtedness are set out in the SOX Disclosure Letter.

(ii) The SOX Group's total debt under the SOX Credit Agreement at the Agreement Date is not more than as set forth in the SOX Disclosure Letter.
(iii) The SOX Disclosure Letter sets out all Lender Financial Instrument Obligations and all Cash Management Obligations.
(iv) The SOX Disclosure Letter sets out all letters of credit issued under the SOX Credit Agreement.
(vv) Working Capital. As at June 30, 2020, SOX Working Capital was not less than $57,200,000.
(ww) Tax Attributes. Based on SOX's Returns, SOX's aggregate tax attributes as at December 31, 2018, determined for purposes of the Tax Act and not expired, consisted of $46,652,441 of capital losses that were not suspended, $49,341,710 of capital losses that were suspended in 2014 under subsections 40(3.3) and 40(3.4) of the Tax Act and nil of non-capital losses.
(xx) No Withholding. The data and information in respect of SOX and its assets, liabilities, business and operations provided by SOX and its Representatives to Bird or its Representatives was and is accurate and correct in all material respects as at the respective dates thereof and, in respect of any information provided or requested, did not knowingly omit any material data or information necessary to make any data or information provided not misleading as at the respective dates thereof. SOX has no knowledge of any material adverse change to the assets and financial position of SOX from that disclosed in such data and information.

(yy) Real Property.

(i) With respect to the SOX Leased Real Property:
(A) the applicable member of the SOX Group has good and marketable leasehold title or subleasehold title to all material SOX Leased Real Property pursuant to the SOX Leases and following the Effective Date, the applicable member of the SOX Group shall have good and marketable leasehold title to all material SOX Leased Real Property pursuant to the SOX Leases, in each case free and clear of all Encumbrances except for Permitted Encumbrances;
(B) each of the material SOX Leases is valid, legally binding, enforceable in accordance with its terms and in full force and effect and has not been amended or modified by any oral or written agreement except as set out in the SOX Disclosure Letter, and no member of the SOX Group is in material breach of or material default under, and, to the knowledge of SOX, no circumstance or event or allegation thereof has occurred that with notice and/or the passing of time would constitute or result in a material breach of or material default under, any of the SOX Leases;
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(C) all rental and other payments and other material obligations required to be paid and performed by any member of the SOX Group pursuant to the SOX Leases have been duly paid and performed;
(D) no third party has repudiated or terminated any of the SOX Leases or any provision thereof;
(E) no third party has the right to terminate or repudiate any of the SOX Leases or any provision thereof, except in accordance with the terms of the relevant SOX Lease;
(F) none of the SOX Leases has been assigned, encumbered, or pledged by any member of the SOX Group (except for Permitted Encumbrances);
(G) no written waiver, indulgence or postponement of the lessee's material obligations has been granted by the lessor in respect to any of the SOX Leases in respect of the SOX Leased Real Property;
(H) to the knowledge of SOX, no counterparty to any of the SOX Leases is in material breach or material default thereunder;
(I) except as set out in the SOX Disclosure Letter, the consummation of the Arrangement will not result in a breach of or default under the material SOX Leases and will not otherwise cause the material SOX Leases to cease to be legal, valid, binding, enforceable and in full force and effect in any material respect;
(J) to the knowledge of SOX, none of the applicable third parties under the SOX Leases are in default under any mortgage or deed of trust filed against the SOX Leased Real Property; and
(K) The SOX Disclosure Letter sets out a complete and accurate list of all of the SOX Leases in respect of all SOX Leased Real Property, true, correct and complete copies of which have been made available to Bird on or prior to the Agreement Date (and if there is no written lease agreement, descriptions of the terms thereof are set out in the SOX Disclosure Letter).
(ii) With respect to SOX Owned Real Property:
(A) The SOX Disclosure Letter sets out complete and accurate legal descriptions and municipal addresses of all SOX Owned Real Property, together with the name of member of the SOX Group that is the owner thereof. For each SOX Owned Real Property, the applicable member of the SOX Group is the legal and beneficial owner of, and has good and marketable title in fee simple to, such SOX Owned Real Property and following the Effective Date, the applicable member of the SOX Group shall be the legal and beneficial owner of, and will have good and marketable title in fee simple to, such SOX Owned Real Property, in each case free and clear of all Encumbrances, except for Permitted Encumbrances, and there are no outstanding options, rights of first offer
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or rights of first refusal to purchase the SOX Owned Real Property or any portion thereof or interest therein; and

(B) no member of the SOX Group has agreed (and no member of the SOX Group is otherwise obligated) to purchase any real property and, except as may be set forth in the SOX Leases, they do not have an option to purchase any real property.
(iii) Except for reasonable wear and tear, all buildings, structures, improvements and appurtenances included in or situated on the SOX Real Property are in good operating condition and in a state of good maintenance and repair and are adequate and suitable for the purposes for which they are currently being used. None of such buildings, structures, improvements or appurtenances, nor the operating or maintenance thereof, violates any restrictive covenant, agreement, or any provision of any Applicable Law, or encroaches on any property owned by others, except for violations or encroachments that are not material.
(iv) During the preceding two years, no member of the SOX Group has received any written work order, deficiency notice, notice of violation or other similar communication from any Governmental Authority or board of insurance underwriters which is outstanding requiring that work or repairs in connection with the SOX Real Property or any part thereof is necessary or required, and on the Effective Date shall have complied with all development and other agreements with any Governmental Authority affecting the SOX Real Property.
(v) To the knowledge of SOX, no SOX Real Property or any portion thereof is subject to any pending or threatened condemnation or other similar proceeding by any Governmental Authority.
(vi) During the preceding two years, no member of the SOX Group has received any notice that the SOX Real Property is not in compliance with all registered encumbrances and all applicable statutes and zoning and building by-laws and regulations.
(vii) To the extent required to conduct the business of the SOX Group in the ordinary course, the SOX Real Property has adequate water supply, storm and sanitary sewage facilities, gas, electricity, fire protection, means of ingress and egress to and from public roads and required public utilities.
(viii) There are no Contracts to which any member of the SOX Group is a party granting to any third party the right of use or occupancy of the SOX Real Property or any portion thereof, other than unwritten arrangements with customers of the business of the SOX Group in the ordinary course of business, and such unwritten arrangements do not constitute a default under the SOX Leases.

(zz) Personal Property.

(i) With respect to the SOX Owned Personal Property:
(A) as at the date hereof, the applicable member of the SOX Group has good and marketable title to all material SOX Owned Personal Property, and
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following the Effective Date, the applicable member of the SOX Group shall have good and marketable title to all material SOX Owned Personal Property, free and clear of any Encumbrances other than Permitted Encumbrances; and

(B) there are no outstanding options or rights of first refusal to purchase any of the material SOX Owned Personal Property from the SOX Group, or any portion thereof or interest therein.
(ii)
With respect to the material SOX Leased Personal Property:
(A) the lease or sublease agreement, as each may have been amended or extended from time to time in accordance with its respective terms, as applicable, for such property is valid, legally binding, enforceable and in full force and effect and no member of the SOX Group is in material breach of or material default under any such lease or sublease;
(B) no third party has repudiated or, to the knowledge of SOX, has the right to terminate or repudiate any applicable lease or sublease agreement (except in the ordinary course of business, for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof; and
(C) none of the applicable SOX Leases or subleases have been assigned by any member of the SOX Group in favor of any third party. To the knowledge of SOX, no counterparty to any lease or sublease agreement referred to above is in material default thereunder, nor are there any Encumbrances which shall survive the consummation of the Arrangement, other than Permitted Encumbrances, on the leasehold or subleasehold of any member of the SOX Group to any material SOX Leased Personal Property.
(iii) Except for reasonable wear and tear, all SOX Owned Personal Property and SOX Leased Personal Property is in good operating condition and in a state of good maintenance and repair and are adequate and suitable for the purposes for which they are currently being used.

(aaa) Intellectual Property.

(i) SOX has no right, title or interest in and to, nor does SOX hold any, license in respect of any patents, trade-marks, trade names, service marks, copyrights, knowhow, trade secrets, software, technology, or any other intellectual property and proprietary rights that are material to the conduct of any business related to its assets, as now conducted;
(ii) all computer hardware and their associated firmware and operating systems, application software, database engines and processed data, technology infrastructure and other computer systems used in connection with the conduct of any business related to the its assets (collectively, the " Technology ") are up-todate and reasonably sufficient for conducting any business related to its assets, as now conducted;
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(iii) SOX owns or has validly licensed (and is not in breach of such licenses in any material respect) such Technology and has sufficient virus protection and security measures in place in relation to such Technology; and
(iv) SOX has reasonably sufficient backup systems and audit procedures and disaster recovery strategies adequate to ensure the continuing availability of the functionality provided by the Technology, and has ownership of or a valid license to the intellectual property rights necessary to allow it to continue to provide the functionality provided by the Technology in the event of any malfunction of the Technology or other form of disaster affecting the Technology.

4.3 Privacy Issues

(a) For the purposes of this Section 4.3, " Transferred Information " means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual's capacity as a representative of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (for purposes of this Section 4.3, the " Recipient ") by or on behalf of the Other Party (for purposes of this Section 4.3, the " Disclosing Party ") as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient on or prior to the Agreement Date.
(b) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein.
(c) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and the additional purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Law, obtained the consent of such individual to such use or disclosure.
(d) In addition to its other obligations hereunder, the Recipient covenants and agrees to:
(i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions;
(ii) after the completion of the transactions contemplated herein,
- (A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless: (1) the Disclosing Party or the Recipient has first notified such individual of such additional purpose, and where required by Law,
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obtained the consent of such individual to such additional purpose; or (2) such use or disclosure is permitted or authorized by Laws, without notice to, or consent from, such individual; and

  - (B) where required by Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to the Recipient;

(iii) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and
(iv) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Law, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.
(e) The Recipient shall: (i) at all times keep strictly confidential all Transferred Information provided to it; (ii) ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein; and (iii) instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the Recipient's obligations hereunder and according to Applicable Laws.

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, are subject to the satisfaction, on or before the Effective Time, or such other time specified, of the following conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to each of Bird and SOX, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Bird or SOX, acting reasonably, on appeal or otherwise;
(b) the SOX Arrangement Resolution shall have been approved by the Lenders, the Debentureholders and the SOX Shareholders at the SOX Meetings, in accordance with the Interim Order;
(c) the Final Order shall have been granted in form and substance satisfactory to each of Bird and SOX, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Bird or SOX, acting reasonably, on appeal or otherwise;
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(d) the TSX shall have conditionally approved the issuance and the listing and posting for trading on the TSX of the Bird Shares to be issued pursuant to the Offering and the Arrangement, subject only to customary conditions reasonably expected to be satisfied;
(e) the Competition Act Approval shall have been obtained on terms and conditions satisfactory to each of SOX and Bird, acting reasonably; and
(f) no action shall have been taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued after the Agreement Date by any Governmental Authority, that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreement.

The conditions in this Section 5.1 are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual written consent of both Parties, in whole or in part, at any time and from time to time without prejudice to any other rights that the Parties may have, including the right of the Parties to rely on any other of such conditions.

5.2 Additional Conditions to Obligations of Bird

The obligation of Bird to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, is subject to the satisfaction, on or before the Effective Date, or such other time specified, of the following conditions:

(a) SOX shall have fulfilled and complied with in all material respects each of its covenants herein, and SOX shall have provided to Bird a certificate of two senior officers certifying compliance with such covenants;
(b) the representations and warranties of SOX set forth in this Agreement shall be true and correct (for representations and warranties qualified as to materiality or by the expression material adverse change or material adverse effect, true and correct in all respects, and for all other representations and warranties, true and correct in all material respects) as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except: (i) where any failure or failures of any such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect (and, for this purpose, any reference to "material", "material adverse effect" or any other concept of materiality shall be ignored); and (ii) to the extent such representations and warranties are not true and correct in all respects solely as a result of the Pre-Arrangement Reorganization, and SOX shall have provided to Bird a certificate of two senior officers certifying such accuracy on the Effective Date;
(c) no material adverse change in respect of SOX and its subsidiaries (taken as a whole) shall have occurred on or after the Agreement Date and prior to the Effective Time;
(d) no legal action or proceeding is pending or threatened that is reasonably likely to cease trade, enjoin or prohibit the consummation of the Arrangement;
(e) the Offering shall have been completed with the $40,000,000 of gross proceeds to be held in escrow, as directed by Bird, to be released and paid in the manner set out in the Plan of
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Arrangement upon filing the Articles of Arrangement, and SOX and the Lenders shall have received confirmation thereof;

(f) all required regulatory, governmental and material third party approvals and consents necessary for the completion of the Arrangement have been obtained on terms satisfactory to Bird, acting reasonably, except where the failure or failures to obtain such regulatory, governmental and material third party approvals and consents would not be reasonably expected to have a material adverse effect on Bird or SOX (in each case, before or after completion of the Arrangement;
(g) holders of not more than 7.5% of the issued and outstanding SOX Shares shall have exercised, and not withdrawn, Dissent Rights;
(h) the combined solvency deficits under the two closed defined benefit registered pension plans of Stuart Olson Construction Ltd. and Canem Systems Ltd. was not greater than $6,500,000 at December 31, 2019;
(i)
the SOX Working Capital as at June 30, 2020 was not less than $57,200,000; and
(j) the SOX Group's aggregate principal amount outstanding under the SOX Credit Agreement immediately prior to the Effective Time, excluding the amount available to be drawn under all outstanding SOX Letters of Credit at such time, is not less than $100,000,000.

The conditions in this Section 5.2 are for the exclusive benefit of Bird and may be asserted by Bird regardless of the circumstances or may be waived by Bird in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Bird may have including the right of Bird to rely on any other of such conditions.

5.3 Additional Conditions to Obligations of SOX

The obligation of SOX to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, is subject to the satisfaction, on or before the Effective Date, or such other time specified, of the following conditions:

(a) Bird shall have fulfilled and complied with in all material respects each of its covenants herein, and Bird shall have provided to SOX a certificate of two senior officers certifying compliance with such covenants;
(b) the representations and warranties of Bird set forth in this Agreement shall be true and correct (for representations and warranties qualified as to materiality or by the expression material adverse change or material adverse effect, true and correct in all respects, and for all other representations and warranties, true and correct in all material respects) as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date, except: (i) where any failure or failures of any such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect (and, for this purpose, any reference to "material", "material adverse effect" or any other concept of materiality shall be ignored); (ii) to the extent such representations and warranties are not true and correct in all respects solely as a result of the Pre-Arrangement Reorganization; and (iii) in respect of Section 4.1(i) only, except as
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not true and correct in all respects as a result of an issuance by Bird after the Agreement Date, and Bird shall have provided to SOX a certificate of two senior officers or authorized signatories certifying such accuracy on the Effective Date;

(c) no material adverse change in respect of Bird and its subsidiaries (taken as a whole) shall have occurred on or after the Agreement Date and prior to the Effective Time;
(d) Bird has taken all such actions as are required to: (i) provide the Bird Letter of Credit to replace and have released, returned and/or cancelled the Surety Letter of Credit, or Bird shall replace such Surety Letter of Credit with guarantees, bonds, indemnities, other letters of credit or similar credit support, provided that such Bird Letter of Credit or guarantees, bonds, indemnities, other letters of credit or similar credit support shall be reasonably acceptable to Bird and its lenders and the beneficiary(ies) of the Surety Letter of Credit, and further provided that SOX will obtain the release, return and/or cancellation of such Surety Letter of Credit; and (ii) either replace, prepay or, if acceptable to the issuer of the applicable letter of credit, collateralize by the issuance of a standby letter of credit to the issuer of such outstanding letter of credit (which standby letter of credit shall be in form and substance satisfactory to Bird and its lenders and the issuer of the applicable outstanding letter of credit), each other letter of credit issued and outstanding under the SOX Credit Agreement, in each case such that at the Effective Time all letters of credit outstanding under the SOX Credit Agreement at such time will have been fully and irrevocably replaced, released, returned, prepaid, collateralized and/or cancelled, as applicable, as required by clauses (i) and (ii) above.
(e) on the condition that the Offering shall have been completed and there are no material impediments to the satisfaction of the conditions contained in Section 5.1 and 5.2 for the benefit of Bird which have not been waived by Bird, Bird shall have deposited or caused to be deposited with the Depositary, for the benefit of the Lender Agent, on behalf of the Lenders, cash in the amount equal to the Lender Cash Consideration, in escrow, to be released in the manner set out in the Plan of Arrangement upon filing the Articles of Arrangement, and SOX, the Lenders and the Debentureholders shall have received confirmation thereof; and
(f) at the Effective Time, Bird shall have issued to Computershare Investor Services Inc. or such other Person appointed as the registrar and transfer agent for the Bird Shares, in its capacity as registrar and transfer agent of the Bird Shares, an irrevocable treasury order authorizing the transfer agent to issue certificates representing the aggregate number of Bird Shares to which the Debentureholders and the SOX Shareholders are entitled in accordance with the terms of the Arrangement, and the Lenders, the Debentureholders and SOX shall have received confirmation thereof.

The conditions in this Section 5.3 are for the exclusive benefit of SOX and may be asserted by SOX regardless of the circumstances or may be waived by SOX in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which SOX may have including the right of SOX to rely on any other of such conditions.

5.4 Notice and Effect of Failure to Comply with Covenants or Conditions

(a) Each Party shall give prompt notice to the Other Party of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Date, of any event or state of facts that would, or would be likely to: (i) cause any of the representations or warranties of such
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Party contained herein to be untrue or inaccurate in any material respect; or (ii) result in the failure to comply with or satisfy any covenant or condition to be complied with or satisfied by either Party hereunder; except that no such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

(b) If any of the conditions precedent set out in any of Sections 5.1, 5.2 or 5.3 is not satisfied or waived by the Party for whose benefit such condition is provided on or before the date required for the satisfaction thereof, then the Party for whose benefit the condition precedent is provided may, in addition to any other remedies it may have at Law or equity, terminate this Agreement as provided for in Section 8.1(b)(iv) on the condition that: (i) the Party intending to rely thereon has delivered a written notice to the Other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or conditions precedent and shall provide in such notice that the Other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); and (ii) if the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured by the date that is the earlier of the Outside Date and the date that is five Business Days after receipt of such notice, such date shall be the termination date. More than one such notice may be delivered by a Party.

5.5 Satisfaction of Conditions

The conditions set out in this Article 5 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the Parties, Articles of Arrangement are filed under the ABCA to give effect to the Arrangement.

ARTICLE 6 AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS

6.1 Bird Damages

If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement:

(a) the SOX Board: (i) fails to make any of the SOX Board Recommendation; (ii) changes, withdraws, modifies or qualifies, or proposes to change, withdraw, modify or qualify, any of the SOX Board Recommendation in a manner adverse to Bird; (iii) fails to publicly reaffirm any of the SOX Board Recommendation in the manner and within the time period set out in Section 3.4(e); or (iv) resolves to do any of the foregoing;
(b) a bona fide Acquisition Proposal (or bona fide intention to make an Acquisition Proposal) is publicly announced, proposed or made to SOX or the SOX Shareholders prior to the date of the SOX Meetings and: (i) remains outstanding at the time of the SOX Meetings; (ii) the Lenders, the Debentureholders or the SOX Shareholders do not approve the SOX Arrangement Resolution or the SOX Arrangement Resolution is not submitted for their approval at the SOX Meetings; and (iii) any Acquisition Proposal described in clauses (a)
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to (d) of the definition of "Acquisition Proposal" is consummated or effected within 12 months of the date the first Acquisition Proposal is publicly announced, proposed or made;

(c) the SOX Board (or any committee thereof) accepts, recommends, approves or enters into, or proposes publicly to accept, recommend, approve or enter into, an agreement, understanding or letter of intent to implement a Superior Proposal; or
(d) SOX breaches any of its obligations under Section 3.4 in any material respect;

(each of the above, if not waived by Bird, being hereinafter referred to as a " Bird Damages Event "), SOX shall pay to Bird $2,000,000 (the " Bird Termination Fee ") as liquidated damages, in immediately available funds, to an account designated by Bird, within two Business Days after the occurrence of the first Bird Damages Event, and after the occurrence of such Bird Damages Event, but prior to payment of such amount, SOX shall be deemed to hold any amount owing to Bird under this Section 6.1 in trust for Bird. SOX shall only be obligated to pay one Bird Termination Fee pursuant to this Section 6.1.

6.2 Liquidated Damages and Specific Performance

Bird acknowledges that the payment of the amounts set out in Section 6.1 is a payment of liquidated damages and represents a genuine pre-estimate of the damages that Bird will suffer or incur as a result of the event giving rise to such damages and the resultant termination of this Agreement and is not a penalty. SOX irrevocably waives any right it may have to raise as a defence that any such liquidated damages payable by it are excessive or punitive. For greater certainty, Bird and SOX agree that receipt of an amount pursuant to Section 6.1 is the sole monetary remedy of Bird hereunder in such circumstances, except that this limitation shall not apply in the event of fraud or wilful or intentional breach of this Agreement by SOX and, in such circumstances, the non-breaching Party may pursue an action against the breaching Party for damages. In addition, nothing in this Article 6 shall, except as specifically provided for herein otherwise preclude Bird or SOX from pursuing an action against the other Party for damages for a breach under this Agreement or from seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants of the Other Party set out in this Agreement, the SOX Confidentiality Agreement and the Bird Confidentiality Agreement or specific performance of any of such covenants of the Other Party, without the necessity of posting bond or security in connection therewith.

ARTICLE 7 AMENDMENT

7.1 Amendment

This Agreement (other than the Plan of Arrangement, which may only be amended in accordance with Article VI thereof and subject to the provisions of the Lender Support Agreement and the Canso Subscription and Support Agreement delivered concurrently herewith) may, at any time and from time to time before or after the holding of the SOX Meetings, be amended by written agreement of the Parties without, subject to Applicable Laws, further notice to, or authorization from, their respective securityholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of Bird or SOX hereunder;
(b) waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;
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(c) waive compliance with, or modify, any of the covenants contained herein and waive or modify performance of any of the obligations of Bird or SOX hereunder; or
(d) waive satisfaction of, or modify, any of the conditions precedent set out herein;

on the condition that no such amendment changes the amount or form of the consideration to be received by the Lenders, the Debentureholders or the SOX Shareholders without approval by the Lenders, the Debentureholders or the SOX Shareholders given in the same manner as required for the approval of the Arrangement.

ARTICLE 8 TERMINATION

8.1 Termination

This Agreement may be terminated at any time prior to the Effective Date:

(a) by mutual written agreement of Bird and SOX;
(b) by either Bird or SOX if:
(i) the Lenders, the Debentureholders or the SOX Shareholders fail to approve the SOX Arrangement Resolution at the SOX Meetings (or adjournment or postponement thereof) in accordance with the Interim Order;
(ii) after the Agreement Date, any Law is enacted that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins SOX or Bird from consummating the Arrangement;
(iii) the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this Section 8.1(b)(iii) shall not be available to a Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Time to occur by such date; or
(iv) by either Party as provided in Section 5.4(b), on the condition that the failure to satisfy the particular condition precedent being relied upon as a basis for termination of this Agreement did not occur as a result of a breach by the Party seeking to rely on the condition precedent of any of its covenants or obligations under the Agreement;
(c) by Bird upon the occurrence of a Bird Damages Event, as set out in Section 6.1; or
(d) by SOX upon the occurrence of the Bird Damages Event, as set out in Section 6.1(c), and the payment by SOX to Bird of the Bird Termination Fee, on the condition that SOX has complied with its obligations set out in Section 3.4.

If this Agreement is terminated in the circumstances set out in this Section 8.1, this Agreement shall forthwith become void and be of no further force or effect and neither Party shall have any liability or further obligation to the other Party hereunder except with respect to the obligations set out in any of Section 4.3, Article 6 (on the condition that, in the case of Section 6.1, the right of payment (in the case of Section 6.1(b), being the public announcement or making of such Acquisition Proposal) arose prior to the

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termination of this Agreement), Article 9 and Article 10, all of which shall survive such termination. For greater certainty, the termination of this Agreement pursuant to this Article 8 shall not affect the rights or obligations of either Party under the SOX Confidentiality Agreement or the Bird Confidentiality Agreement and such confidentiality agreements shall remain in full force and effect, subject to any further agreement of the Parties.

Unless otherwise provided herein, the exercise by either Party of any right of termination hereunder shall be without prejudice to any other remedy available to such Party at Law or in equity.

ARTICLE 9 NOTICES

9.1 Notices

Any notice that is required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered personally (including by courier) or sent by facsimile to the Party to whom it is addressed, as follows:

(a) if to Bird, addressed to it at: Bird Construction Inc.

5700 Explorer Drive, Suite 400 Mississauga, Ontario, L4W 0C6

Attention: Teri McKibbon, President and Chief Executive Officer Facsimile:

with a copy to:

Bennett Jones LLP 4500 Bankers LLP East, 855-2nd Street S.W. Calgary, Alberta, T2P 4K7

Attention: Brent Kraus Facsimile:

(b) if to SOX, addressed to it at: Stuart Olson Inc. 600, 4820 Richard Road S.W. Calgary, Alberta, T3E 6L1

Attention: David LeMay, President and Chief Executive Officer; Richard Stone, Vice President, General Counsel and Corporate Secretary

Facsimile:

with a copy to:

Norton Rose Fulbright Canada LLP 400 – 3rd Avenue S.W. Calgary, Alberta, T2P 4H2

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Attention: Marcus W. Archer Facsimile:

or to such other address as a Party may, from time to time, advise to the Other Party by notice in writing. The date or time of receipt of any such notice shall be deemed to be the date of delivery or the time such facsimile is received.

ARTICLE 10 GENERAL

10.1 Assignment and Enurement

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and assigns, except that this Agreement may not be assigned by either Party without the prior written consent of the Other Party.

10.2 Disclosure

Each Party shall promptly provide to the Other Party, for review by the Other Party and its counsel, and receive the prior consent, not to be unreasonably withheld, of the Other Party prior to issuing, or permitting any of its directors, officers, employees or agents to issue, any news release or other written statement or other public disclosure document with respect to this Agreement or the Arrangement, and the Other Party agrees to keep such information confidential until it is filed as part of the Bird Public Record or the SOX Public Record, as the case may be. Notwithstanding the foregoing, if either Party is required by Applicable Laws, or the rules of any stock exchange on which any of its securities may be listed, to make any disclosure relating to this Agreement or the transactions contemplated by this Agreement, such disclosure may be made, but that Party shall use reasonable commercial efforts to consult with the Other Party as to the nature and wording of such disclosure prior to it being made.

10.3 Costs

Except as expressly set out in this Agreement, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement, each Party covenants and agrees to bear its own costs and expenses in connection with the transactions contemplated by this Agreement. Each of Bird and SOX shall be responsible for payment of 50% of the filing fee payable in respect of obtaining the Competition Act Approval.

10.4 Severability

If any one or more of the provisions (or any part thereof) of this Agreement is determined to be invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions (or part or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this Agreement and:

(a) the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the provisions (or parts thereof) so severed; and
(b) the invalidity, illegality or unenforceability of any provision (or part thereof) of this Agreement in any jurisdiction shall not affect or impair such provision (or part thereof) or any other provisions of this Agreement in any other jurisdiction.
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10.5 Further Assurances

Each Party shall from time to time and at all times hereafter at the request of the Other Party but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this Agreement.

10.6 Time of Essence

Time is of the essence in this Agreement.

10.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and the Parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in respect of all disputes arising under or in relation to this Agreement.

10.8 Waiver

No waiver by a Party shall be effective unless it is set out in a written instrument signed by such Party and any waiver shall affect only the matter, and the occurrence thereof, specifically identified in the applicable written instrument and shall not extend to any other matter or occurrence.

10.9 Third Party Beneficiaries

The provisions of Section 2.8 and Section 3.1(h) are: (a) intended for the benefit of all present and former directors and officers of SOX, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors, administrators and other legal representatives (collectively, the " Third Party Beneficiaries "), and Bird shall hold the rights and benefits of Section 2.8 and Section 3.1(h) in trust for and on behalf of the Third Party Beneficiaries and Bird hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries; and (b) in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise.

10.10 Counterparts

This Agreement may be executed in counterparts and by facsimile or portable document format (PDF), each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[The Remainder of this Page is Intentionally Left Blank; Signature Page Follows]

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

BIRD CONSTRUCTION INC.

Per: "Terrance McKibbon" Name: Terrance McKibbon Title: President and CEO

STUART OLSON INC.

Per: "David LeMay" Name: David LeMay President and Chief Executive Officer

[Signature Page - Arrangement Agreement]

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SCHEDULE "A"

PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE

BUSINESS CORPORATIONS ACT (ALBERTA)

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SCHEDULE "A"

PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE I INTERPRETATION

1.1 Definitions

Whenever used in this Plan of Arrangement, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

" ABCA " means the Business Corporations Act (Alberta);

" Additional Lender Cash Payment " means the amount, if any, by which the Secured Indebtedness (including principal and all accrued and unpaid interest, fees (including, for certainty, all standby, issuance and fronting fees) and expenses (including, for certainty, all unpaid fees, expenses and disbursements of the advisors to the Lenders) outstanding to the Lender Agent and to the Lenders under or pursuant to the Secured Debt Documents) immediately prior to the Effective Time (including pursuant to Section 8(n) of the SOX Lender Support Agreement), excluding the amount available to be drawn under all outstanding SOX Letters of Credit at such time, exceeds $100,000,000;

" affiliate " means any Person that is affiliated with another Person in accordance with the meaning of the Securities Act (Alberta);

" Arrangement " means the arrangement pursuant to section 193 of the ABCA on the terms set out in this Plan of Arrangement, as supplemented, modified or amended in accordance with this Plan of Arrangement, and not to any particular article, section or other portion hereof;

" Arrangement Agreement " means the arrangement agreement dated July 29, 2020 between Bird and SOX with respect to the Arrangement, as supplemented, modified or amended;

" Bird " means Bird Construction Inc., a corporation existing under the Business Corporations Act (Ontario);

" Bird Shares " means the common shares in the capital of Bird;

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" Business Day " means, with respect to any action to be taken, any day, other than a Saturday, Sunday or a statutory holiday in the Provinces of Alberta or Ontario;

" Canso " means Canso Investment Counsel Ltd.;

" Canso Subscription and Support Agreement " has the meaning set out in the Arrangement Agreement;

" Certificate " means the certificate or other proof of filing to be issued by the Registrar pursuant to section 193(11) or section 193(12) of the ABCA in respect of the Articles of Arrangement;

" Closing Payment " means, the amount, if any, by which: (a) $5,000,000; exceeds: (b) the aggregate of: (i) the Key Employee Retention Payments (K.E.R.P.) to a maximum amount of $1,800,000; (ii) amounts payable up to the aggregate amount of $2,295,000 to CIBC World Markets Inc. and TD Securities Inc., as sale advisors to SOX, and PricewaterhouseCoopers LLP as independent advisor to the SOX Board; and (iii) other legal and advisory fees of SOX, in each case to the extent not otherwise paid by SOX prior to the Effective Time;

" Contribution Note " means the non-interest bearing demand promissory note issued by SOX to Bird evidencing the loan made by Bird to SOX pursuant to Section 3.1(i) in the principal amount equal to the amount of the Lender Cash Consideration;

" Court " means the Court of Queen's Bench of Alberta;

" Debentureholder Released Party " has the meaning set out in Section 8.3;

" Debentureholders " means, collectively, those accounts managed by Canso, in its capacity as portfolio manager, that hold SOX Debentures;

" Depositary " means [●];

" Dissent Rights " means the rights of dissent granted in Section 4.1 and the Interim Order to the registered SOX Shareholders in respect of the Arrangement;

" Effective Date " means the date the Arrangement becomes effective under the ABCA, being the date shown on the Certificate;

" Effective Time " means the time on the Effective Date at which the Arrangement becomes effective in accordance with the ABCA;

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" Forgiven Secured Indebtedness " means the amount of the Secured Indebtedness which is equal to the portion of the Secured Indebtedness outstanding (including principal and accrued interest) under the Secured Debt Documents immediately prior to the Effective Time which is in excess of the amount of the Lender Cash Consideration;

" Forgiven Unsecured Indebtedness " means the portion of the Unsecured Indebtedness outstanding (including principal and accrued interest) under the Unsecured Debt Documents, immediately prior to the Effective Time, which is in excess of $22,500,000;

" Laws " means all laws (including, for greater certainty, common law), all statutes, regulations, by-laws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices and directions enacted by a Governmental Authority (including all the securities legislation or ordinance and regulations thereunder of each province and territory of Canada and the rules, instruments, policies and orders of each Canadian Securities Administrator made thereunder) and the terms and conditions of any grant of approval, permission, judgement, decision, ruling, award, authority or license of any Governmental Authority or selfregulatory authority;

" Lender Agent " means The Toronto-Dominion Bank, in its capacity as administrative agent under the SOX Credit Agreement;

" Lender Cash Consideration " means a cash payment made by or on behalf of SOX to the Lender Agent, on behalf of the Lenders, pursuant to Section 3.1(j) equal to $70,000,000, plus the Additional Lender Cash Payment, if any, plus the Closing Payment, if any;

" Lender Released Party " has the meaning set out in Section 8.2;

" Lenders " means, collectively, the lenders under the SOX Credit Agreement, and " Lender " means any one of them;

" Letter of Transmittal " means the Letter of Transmittal accompanying the SOX Circular and sent to SOX Shareholders pursuant to which SOX Shareholders are required to deliver certificates representing SOX Shares to the Depositary;

" Notice of Dissent " means a notice given in respect of the Dissent Rights as contemplated in the Interim Order and as described in Section 4.1 of this Plan of Arrangement;

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" Offering " means, conditional upon the completion of the Arrangement, the issuance and sale by Bird to the Canso Purchasers of an aggregate of 6,329,114 Bird Shares at a subscription price equal to $6.32 per share, representing aggregate gross cash proceeds of $40,000,000 on a "private placement" basis, which has been completed prior to the Effective Time;

" Plan of Arrangement " means this plan of arrangement, as the same may be amended or supplemented from time to time in accordance with the terms of the Arrangement Agreement or the terms hereof, and "hereby", "hereof", "herein", "hereunder", "herewith" and similar terms refer to this plan of arrangement and not to any particular provision of this plan of arrangement;

" Registrar " means the Registrar of Corporations for the Province of Alberta appointed under section 263 of the ABCA;

" Remaining Unsecured Indebtedness Note " means the non-interest bearing demand promissory note issued by SOX to Bird in consideration of Bird's assumption of the Unsecured Indebtedness pursuant to Section 3.1(l) having a principal amount and fair market value equal to $22,500,000;

" Secured Obligations " means all liabilities, duties and obligations, including without limitation, principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees (including, for certainty, all standby, issuance and fronting fees), penalties, damages, guarantees, indemnities, costs, expenses (including, for certainty, all unpaid fees, expenses and disbursements of the advisors to the Lenders) or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Secured Indebtedness;

" SOX " means Stuart Olson Inc., a corporation existing under the ABCA;

" SOX Arrangement Resolution " means the special resolution in respect of the Arrangement approved by the Lenders, the Debentureholders and the SOX Shareholders, each voting as a separate class, at the SOX Meetings;

" SOX Awards " means, collectively, the SOX DSUs, SOX Old Options and SOX Units, outstanding immediately prior to the Effective Time;

" SOX Board " means the board of directors of SOX;

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" SOX Circular " means the management information circular of SOX sent by SOX to the Lenders, the Debentureholders and the SOX Shareholders (and any other Persons as set out in the Interim Order) in connection with the SOX Meetings, together with any amendments thereto or supplements thereof;

" SOX Credit Agreement " has the meaning set out in the Arrangement Agreement;

" SOX Dissenting Shareholder " means a registered SOX Shareholder who validly exercise its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

" SOX Lender Support Agreement " has the meaning set out in the Arrangement Agreement;

" SOX Letter of Credit " means a letter of credit issued by a Lender under or pursuant to the SOX Credit Agreement;

" SOX Meetings " means the special meetings of the Lenders, the Debentureholders and the SOX Shareholders called and held in accordance with the Arrangement Agreement and the Interim Order to consider the SOX Arrangement Resolution and related matters, and any postponement(s) or adjournment(s) thereof;

" SOX Old Option Plan " means the stock option plan of SOX providing for the grant of SOX Old Options to directors, officers, key employees or consultants of SOX and its subsidiaries dated effective March 10, 2010, as amended;

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" SOX Released Party " has the meaning set out in Section 8.1;

" SOX Rights " means the rights outstanding under the SOX Shareholder Rights Plan;

" SOX Shareholder Released Party " has the meaning set out in Section 8.4;

" SOX Shareholder Rights Plan " means SOX's amended and restated shareholder rights plan dated April 15, 2019, and adopted by the SOX Shareholders on May 22, 2019, as amended;

" SOX Shareholders " means the holders of SOX Shares;

" SOX Shares " means the common shares in the capital of SOX;

" SOX Unit Plan " means the incentive share unit plan of SOX providing for the grant of SOX Units to employees (including officers but excluding non-employee directors) of SOX and its subsidiaries effective March 7, 2017, as amended;

" SOX Units " means, together, SOX RSUs and SOX PSUs;

" Tax Act " means the Income Tax Act (Canada);

" Transfer Agent " means Computershare Investor Services Inc. or such other Person appointed as the registrar and transfer agent for the Bird Shares;

" TSX " means the Toronto Stock Exchange;

" Unsecured Debt Documents " means, collectively: (a) the SOX Debenture Indenture; and (b) all agreements and documentation relating to the foregoing;

" Unsecured Indebtedness " means, collectively, all of the obligations, indebtedness and liabilities of SOX and its affiliates to the Debentureholders under the Unsecured Debt Documents; and

" Unsecured Obligations " means all liabilities, duties and obligations, including without limitation principal and interest, any make whole, redemption or similar premiums, reimbursement obligations, fees, penalties, damages, guarantees, indemnities, costs, expenses or otherwise, and any other liabilities, duties or obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Unsecured Indebtedness.

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1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "hereof", "herein", "hereto" and "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

1.5 Currency

Unless otherwise indicated, all sums of money referred to in this Plan of Arrangement are expressed in lawful money of Canada.

1.6 References to Legislation

References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

ARTICLE II ARRANGEMENT AGREEMENT

2.1 Plan of Arrangement Part of the Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement and is subject to the provisions of, and forms part of, the Arrangement Agreement.

2.2 Plan of Arrangement Binding

Upon the filing of the Articles of Arrangement and the issuance of the Certificate, this Plan of Arrangement shall be binding and effective on and after the Effective Time on: (a) all registered and beneficial holders of SOX Shares (including SOX Dissenting Shareholders) and SOX Awards; (b) the Lenders, the Lender Agent and all other holders of the Secured Indebtedness; (c) the Debentureholders and all holders of Unsecured Indebtedness, as well as the trustee for the Debentures; (d) SOX (and its subsidiaries); (e) Bird; and (f) all other Persons, without any further act or formality required on the part of any Person except as expressly provided herein.

2.3 Filing of the Articles of Arrangement

The Articles of Arrangement shall be filed with the Registrar with the purpose and intent that none of the provisions of this Plan of Arrangement shall become effective unless all of the provisions of this Plan of Arrangement shall have become effective in the sequence provided herein. The Certificate shall be conclusive evidence that the Arrangement has become effective and that each of the events or transactions

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set out in Section 3.1 have become effective in the sequence and at the time set out therein. If no Certificate is required to be issued by the Registrar pursuant to section 193(11) of the ABCA, the Arrangement shall become effective commencing at the Effective Time on the date the Articles of Arrangement are filed with the Registrar pursuant to section 193(10) of the ABCA.

ARTICLE III THE ARRANGEMENT

3.1 The Arrangement

Commencing at the Effective Time, each of the steps, events or transactions set out below shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in two (2) minute intervals in the following order (or in such other manner, order or times as the parties to the Arrangement Agreement may agree in writing) without any further act or formality, except as otherwise provided herein:

(a) notwithstanding the terms of the SOX Old Option Plan or any applicable agreement or notice thereunder, all SOX Old Options shall be, and shall be deemed to be, surrendered and transferred to SOX (free and clear of any Encumbrances) for cancellation by each holder thereof for an aggregate payment by SOX to each holder of $1.00 regardless of the number of SOX Options held by such holder, and the SOX Old Options so surrendered and transferred shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof, Bird or SOX;
(b) concurrently with the transactions in Sections 3.1(a), 3.1(c) and 3.1(d), the SOX Old Option Plan, all SOX Old Options and any agreements related thereto shall be terminated, and neither Bird nor SOX nor any other Person shall have any liabilities or obligations with respect to the SOX Old Option Plan, any SOX Old Option or any such agreement;
(c) concurrently with the transactions in Sections 3.1(a), 3.1(b) and 3.1(d), the SOX Treasury Plan, all SOX New Options, all SOX Share Units and any agreements related thereto shall be terminated, and neither Bird nor SOX nor any other Person shall have any liabilities or obligations with respect to the SOX Treasury Plan, any SOX New Option, any SOX Share Unit or any such agreement;
(d) concurrently with the transactions in Sections 3.1(a), 3.1(b) and 3.1(c), notwithstanding the terms of the SOX Unit Plan or any applicable agreement or notice thereunder, each SOX Unit shall be, and shall be deemed to be, fully vested and shall be, and shall be deemed to be, surrendered and transferred to SOX (free and clear of any Encumbrances), and:
(i) SOX shall pay to each holder of SOX Units so surrendered and transferred:
- (A) in the case of SOX RSUs, an aggregate cash amount equal to (i) the number of SOX RSUs held by such holder immediately prior to the Effective Time, multiplied by (ii) the volume weighted average trading price of the SOX Shares on the TSX for the 20 trading days immediately prior to the Effective Date; and
- (B) in the case of SOX PSUs, an aggregate cash amount equal to (i) the number of SOX PSUs held by such holder immediately prior to the Effective Time, multiplied by (ii) the lesser of 1.0 and the performance factor applicable to

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the SOX PSUs held by such holder determined in accordance with the SOX Unit Plan, multiplied by (iii) the volume weighted average trading price of the SOX Shares on the TSX for the 20 trading days immediately prior to the Effective Date;

(ii) the SOX Units so surrendered and transferred shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof, Bird or SOX;
(iii) such holders shall cease to be the holders of such SOX Units and to have any rights as holders of SOX Units;
(iv) such holders' names shall be removed from the register of holders of SOX RSUs or SOX PSUs or both, as applicable, maintained by or on behalf of SOX as it relates to the SOX Units so transferred; and
(v) the SOX Unit Plan, all SOX Units and any agreements related thereto shall be terminated, and neither Bird nor SOX nor any other Person shall have any liabilities or obligations with respect to the SOX Unit Plan, any SOX Units or any such agreement;
(e) the SOX Shareholder Rights Plan shall terminate and cease to have any further force or effect and the SOX Rights shall be cancelled without payment in respect thereof;
(f) all accrued and unpaid interest owing in respect of the Unsecured Indebtedness immediately prior to the Effective Time shall be irrevocably and finally forgiven, settled and extinguished in full for no consideration and, for greater certainty, no amounts on account of such interest shall thereafter accrue or be paid or payable by any Person;
(g) the Forgiven Secured Indebtedness shall be, and shall be deemed to be, forgiven, settled and extinguished in full for no consideration and, for greater certainty, no amounts in respect of the Forgiven Secured Indebtedness shall thereafter be paid or payable by any Person, and concurrently therewith:
(i) the Lenders and the Lender Agent shall have no further recourse against SOX, Bird or any of their respective affiliates with respect to the Forgiven Secured Indebtedness;
(ii) the Lenders shall have no further right, title or interest in or to the Forgiven Secured Indebtedness; and
(iii) the Secured Indebtedness shall be reduced by the amount of the Forgiven Secured Indebtedness.
(h) the Forgiven Unsecured Indebtedness shall be, and shall be deemed to be, forgiven, settled and extinguished in full for no consideration and, for greater certainty, no amounts in respect of such Forgiven Unsecured Indebtedness shall thereafter be paid or payable by any Person, and concurrently therewith:
(i) the Unsecured Obligations of SOX and its affiliates under and with respect to the Forgiven Unsecured Indebtedness and the Unsecured Debt Documents (to the

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extent applicable to the Forgiven Unsecured Indebtedness) shall, and shall be deemed to, have been irrevocably and finally extinguished and the Debentureholders shall have no further recourse against SOX, Bird or any of their respective affiliates with respect to the Forgiven Unsecured Indebtedness;

(ii) the Debentureholders shall have no further right, title or interest in or to the Forgiven Unsecured Indebtedness;
(iii) the Forgiven Unsecured Indebtedness and the Unsecured Debt Documents (to the extent applicable to the Forgiven Unsecured Indebtedness) shall be cancelled; and
(iv) the Unsecured Obligations of SOX and its affiliates under and with respect to the Unsecured Debt Documents shall thereafter apply only in regards to the portion of the Unsecured Indebtedness outstanding under the SOX Debenture Indenture which is equal to $22,500,000 and the principal amount of the Unsecured Indebtedness shall thereafter be, and be deemed to be, equal to $22,500,000;
(i) using, in part, the gross proceeds received from the Offering, Bird shall make a non-interest bearing loan in a principal amount equal to the amount of the Lender Cash Consideration to SOX, such loan to be evidenced by SOX issuing to Bird the Contribution Note;
(j) in consideration for the full and final settlement of the Secured Indebtedness (as adjusted in accordance with Section 3.1(g)), SOX (through the Depositary as contemplated in Section 5.3(a)) shall pay the Lender Cash Consideration to the Lender Agent, to be distributed to the Lenders in accordance with the SOX Credit Agreement, and, for greater certainty, no amounts in respect of the Secured Indebtedness shall thereafter be paid or payable by any Person, and concurrently therewith:
(i) the Secured Obligations of SOX and its affiliates under and with respect to the Secured Indebtedness and the Secured Debt Documents shall, and shall be deemed to, have been irrevocably and finally extinguished and the Lenders and the Lender Agent shall have no further recourse against SOX, Bird or any of their respective affiliates with respect to the Secured Indebtedness;
(ii) the Lenders shall have no further right, title or interest in or to the Secured Indebtedness; and
(iii) the Secured Indebtedness and the Secured Debt Documents shall be cancelled, and all security interests granted by SOX and its affiliates in respect of the Secured Indebtedness shall be, and shall be deemed to be, released, discharged and extinguished pursuant to this Plan of Arrangement; provided that as between the Lenders and the Lender Agent, the SOX Credit Agreement shall remain effective for purposes of the distribution of the Lender Cash Consideration by the Lender Agent to the Lenders in accordance with Section 5.3;
(k) if any SOX Letter of Credit has not been replaced, released, returned and/or cancelled by the Effective Time in accordance with Section 9(i) of the SOX Lender Support Agreement and Sections 3.1(u) and 5.3(d) of the Arrangement Agreement, Bird shall prepay or, if acceptable to the issuer of the applicable SOX Letter of Credit, collateralize by the issuance of a standby letter of credit to the issuer of such outstanding SOX Letter of Credit (which standby letter of credit shall be in form and substance satisfactory to the issuer of the

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applicable outstanding SOX Letter of Credit), each such SOX Letter of Credit outstanding under the SOX Credit Agreement as at the Effective Time;

(l) the Unsecured Obligations of SOX and its affiliates under and with respect to the Unsecured Debt Documents (as adjusted pursuant to Sections 3.1(f) and 3.1(h)) shall be assumed by Bird in consideration for the issuance by SOX to Bird of the Remaining Unsecured Indebtedness Note and, in connection therewith, Bird shall become indebted to the Debentureholders under the Unsecured Debt Documents in the principal amount of $22,500,000 and such indebtedness shall be deemed to have been issued by Bird to the Debentureholders;
(m) in consideration for the full and final settlement of the Unsecured Indebtedness owing under the Unsecured Debt Documents (as adjusted in accordance with Sections 3.1(f), 3.1(h) and 3.1(l)), Bird shall, and shall be deemed to, issue and pay to the Debentureholders that number of Bird Shares having an aggregate fair market value equal to $22,500,000, and such Bird Shares shall be issued to each Debentureholder on a pro rata basis and subject to Section 5.8(a), which is an aggregate of 3,560,127 Bird Shares, and all such Bird Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable, and the names of the Debentureholders shall be added to the register of holders of Bird Shares maintained by or on behalf of Bird in respect of such issued Bird Shares, and an amount equal to $22,500,000 shall be added to the stated capital account maintained by Bird for the Bird Shares;
(n) concurrently with the transactions in Section 3.1(m):
(i) the Unsecured Obligations of Bird and of SOX under and with respect to the Unsecured Indebtedness and the Unsecured Debt Documents shall, and shall be deemed to, have been irrevocably and finally extinguished and the Debentureholders shall have no further recourse against SOX, Bird or any of their respective affiliates with respect to the Unsecured Indebtedness;
(ii) the Debentureholders shall have no further right, title or interest in or to the Unsecured Indebtedness; and
(iii) the Unsecured Indebtedness and the Unsecured Debt Documents shall be cancelled;
(o) the release of the SOX Released Parties, the Lender Released Parties, the Debentureholder Released Parties and the SOX Shareholder Released Parties pursuant to Article VIII shall become effective;
(p) the SOX Shares held by SOX Dissenting Shareholders shall be deemed to have been transferred to, and acquired by, Bird (free and clear of any Encumbrances), and:
(i) such SOX Dissenting Shareholders shall cease to be the holders of such SOX Shares and to have any rights as SOX Shareholders other than the right to be paid fair value for such SOX Shares by Bird in accordance with the Dissent Rights as set out in Section 4.1; and
(ii) such SOX Dissenting Shareholders' names shall be removed from the register of holders of SOX Shares maintained by or on behalf of SOX as it relates to the SOX

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Shares so transferred, and Bird shall become the holder of the SOX Shares so transferred and shall be added to the register of holders of SOX Shares maintained by or on behalf of SOX;

(q) each outstanding SOX Share held by an SOX Shareholder shall be, and shall be deemed to be, transferred to, and acquired by, Bird (free and clear of any Encumbrances) in exchange for, subject to Section 5.8(b), the issuance by Bird of 0.02006051 of a Bird Share for each one (1) SOX Share so transferred, and all such Bird Shares shall be deemed to be duly authorized, validly issued and fully paid and non-assessable, and an amount equal to the lesser of (i) the "paid-up capital", within the meaning of the Tax Act, of the SOX Shares so acquired, and (ii) the fair market value of the SOX Shares so acquired shall be added to the stated capital account maintained by Bird for the Bird Shares; and
(r) notwithstanding the terms of the SOX DSU Plan or any applicable agreement or notice thereunder: (i) the "Settlement Date" (as defined in the SOX DSU Plan) of each SOX DSU shall be, and shall be deemed to be, the effective time of this Section 3.1(r); and (ii) each SOX DSU shall be, and shall be deemed be, surrendered and transferred to SOX (free and clear of any Encumbrances), and:
(i) SOX shall pay to each holder of SOX DSUs so surrendered and transferred an aggregate cash amount equal to (A) the number of SOX DSUs held by such holder immediately prior to the Effective Time, multiplied by (ii) the volume weighted average trading price of the SOX Shares on the TSX for the five trading days preceding the Effective Date;
(ii) the SOX DSUs so surrendered and transferred shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof, Bird or SOX;
(iii) such holders shall cease to be the holders of such SOX DSUs and to have any rights as holders of SOX DSUs;
(iv) such holders' names shall be removed from the register of holders of SOX DSUs maintained by or on behalf of SOX as it relates to the SOX DSUs so transferred; and
(v) the SOX DSU Plan, all SOX DSUs and any agreements related thereto shall be terminated, and neither Bird nor SOX nor any other Person shall have any liabilities or obligations with respect to the SOX DSU Plan, any SOX DSUs or any such agreement.

3.2 Effect of the Arrangement

With respect to each SOX Shareholder, other than SOX Dissenting Shareholders, at the effective time of Section 3.1(q), upon the exchange of SOX Shares for Bird Shares pursuant to Section 3.1(q):

(a) such SOX Shareholder shall cease to be a holder of the SOX Shares so transferred and to have any rights as a holder of such SOX Shares other than the right to receive either the number of Bird Shares issuable to such holder on the basis set forth in Section 3.1(q) or, if applicable, a cash payment pursuant to Section 5.8(b);

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(b) such SOX Shareholder's name shall be removed from the register of holders of SOX Shares maintained by or on behalf of SOX as it relates to the SOX Shares so transferred;
(c) Bird shall become the holder of the SOX Shares so transferred and shall be added to the register of holders of SOX Shares maintained by or on behalf of SOX; and
(d) Bird shall allot and issue to such SOX Shareholder the number of Bird Shares issuable to such holder on the basis set forth in Section 3.1(q), and the name of such holder shall be added to the register of holders of Bird Shares maintained by or on behalf of Bird in respect of such issued Bird Shares.

ARTICLE IV DISSENTING SOX SHAREHOLDERS

4.1 Dissent Rights

Each registered SOX Shareholder shall have the right to dissent with respect to the Arrangement, in the same manner as provided for in section 191 of the ABCA, but as modified by the terms of this Plan of Arrangement and the Interim Order, on the condition that the Notice of Dissent is received by SOX at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of the applicable SOX Meeting. An SOX Dissenting Shareholder shall, concurrently with the step contemplated in Section 3.1(p), cease to have any rights as an SOX Shareholder and shall only be entitled to be paid by Bird the fair value of such SOX Dissenting Shareholder's SOX Shares net of all withholding or other taxes required to be withheld by SOX or Bird in accordance with Applicable Laws, to the extent applicable. The fair value of the SOX Shares held by an SOX Dissenting Shareholder shall be determined as of the close of business on the last Business Day before the day on which the SOX Arrangement Resolution is approved by the SOX Shareholders at the applicable SOX Meeting. An SOX Dissenting Shareholder who is entitled to be paid the fair value of its SOX Shares shall be deemed to have transferred such holder's SOX Shares to Bird (free and clear of any Encumbrances) for cancellation without any further act or formality at the effective time of Section 3.1(p) notwithstanding the provisions of section 191 of the ABCA. An SOX Dissenting Shareholder who, for any reason, is not ultimately entitled to be paid the fair value of such holder's SOX Shares shall be deemed to have participated in the Arrangement commencing as of the Effective Time, on the same basis as a non-dissenting SOX Shareholder, notwithstanding the provisions of section 191 of the ABCA and, such SOX Dissenting Shareholder shall either receive Bird Shares for such holder's SOX Shares on the basis set forth in Section 3.1(q) or, if applicable, a cash payment pursuant to Section 5.8(b). In no event shall SOX, Bird or any other Person be required to recognize any SOX Dissenting Shareholder as an SOX Shareholder after the effective time of the transfer of the SOX Shares to Bird pursuant to Section 3.1(p) and the names of such holders shall be removed from the register of holders of SOX Shares maintained by or on behalf of SOX as at the Effective Time. For greater certainty, in addition to any other restrictions in section 191 of the ABCA: (a) no Person who has voted in favour of the Arrangement, whether in person or by proxy, shall be entitled to dissent with respect to the Arrangement; (b) voting against the Arrangement, whether in person or by proxy, will not constitute a Notice of Dissent; and (c) a Person may only exercise Dissent Rights in respect of all, and not less than all, of its SOX Shares.

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ARTICLE V OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES

5.1 Deposit of Bird Shares by Bird

At the Effective Time, Bird shall issue to the Transfer Agent, in its capacity as registrar and transfer agent of the Bird Shares, an irrevocable treasury order authorizing the Transfer Agent to issue certificates representing the aggregate number of Bird Shares to which the Debentureholders and the SOX Shareholders are entitled in accordance with the terms of the Arrangement pursuant to Sections 3.1(m) and 3.1(q), as applicable.

5.2 Certificates and Agreements

From and after the Effective Time, the certificate(s), note(s), debenture(s), indenture(s) or agreement(s), as applicable, formerly representing SOX Awards, Secured Indebtedness, Unsecured Indebtedness or SOX Shares shall represent only the right to receive:

(a) in the case of each holder of SOX Old Options, the portion of the cash consideration the former holder of SOX Old Options represented by the certificate or agreement is entitled to receive pursuant to Section 3.1(a);
(b) in the case of each holder of SOX RSUs, the portion of the cash consideration the former holder of SOX RSUs represented by the certificate or agreement is entitled to receive pursuant to Section 3.1(d)(i)(A);
(c) in the case of each holder of SOX PSUs, the portion of the cash consideration the former holder of SOX PSUs represented by the certificate or agreement is entitled to receive pursuant to Section 3.1(d)(i)(B);
(d) in the case of each Lender, the portion of the Lender Cash Consideration the former holder of the Secured Indebtedness represented by the Secured Debt Documents is entitled to receive pursuant to Section 3.1(j);
(e) in the case of each holder of Unsecured Indebtedness, the Bird Shares the former holder of Unsecured Indebtedness represented by the Unsecured Debt Documents (as assumed by Bird pursuant to Section 3.1(l)) is entitled to receive in accordance with Section 3.1(m);
(f) in the case of certificates held by SOX Dissenting Shareholders, other than those SOX Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1, the fair value of the SOX Shares represented by such certificates from Bird as provided for in the Interim Order and Section 4.1;
(g) in the case of certificates held by all other SOX Shareholders, either the Bird Shares that such SOX Shareholders are entitled to receive on the basis set forth in Section 3.1(q) or, if applicable, a cash payment pursuant to Section 5.8(b), in each case subject to such former SOX Shareholders validly depositing with the Depositary the certificates representing its SOX Shares, a duly completed and signed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require; and

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(h) in the case of each holder of SOX DSUs, the portion of the cash consideration the former holder of SOX DSUs represented by the certificate or agreement is entitled to receive pursuant to Section 3.1(r)(i).

5.3 Payment and Delivery of the Consideration by the Lender Agent, the Depositary and SOX

(a) Prior to the Effective Time:
(i) Bird shall deposit or cause to be deposited with the Depositary, for distribution to the Lender Agent, on behalf of the Lenders, in accordance with wire transfer instructions provided by the Lender Agent to the Depositary in writing prior to the Effective Time, and in accordance with the provisions of the SOX Lender Support Agreement, for the benefit of (A) SOX, which is entitled to receive a loan from Bird in the principal amount equal to the amount of the Lender Cash Consideration pursuant to Section 3.1(i), and (B) the Lenders entitled to receive the Lender Cash Consideration pursuant to Section 3.1(j), (1) cash in the amount of $30,000,000, plus (2) an amount equal to the Additional Lender Cash Payment, plus (3) an amount equal to the Closing Payment, representing, together with the $40,000,000 gross proceeds of the Offering deposited at the direction of Canso, on behalf of the Canso Purchasers, with the Depositary prior to the Effective Time, the Lender Cash Consideration, which aggregate amounts shall be used by Bird to make the loan to SOX pursuant to Section 3.1(i); and
(ii) Bird shall deposit or cause to be deposited with the Depositary, for distribution to the Lender Agent, on behalf of the Lenders, in accordance with wire transfer instructions provided by the Lender Agent to the Depositary in writing prior to the Effective Time, and in accordance with the provisions of the Canso Subscription and Support Agreement, for the benefit of (A) SOX, which is entitled to receive a loan from Bird in the principal amount equal to the amount of the Lender Cash Consideration pursuant to Section 3.1(i), and (B) the Lenders entitled to receive the Lender Cash Consideration pursuant to Section 3.1(j), cash in the aggregate amount of $40,000,000, representing (x) the aggregate subscription price received by Bird for the Bird Shares issuable to the Canso Purchasers under the Offering, and (y) the remaining portion of the Lender Cash Consideration, and

and such amounts shall be held by the Depositary, for distribution to the Lender Agent for further distribution to the Lenders in accordance with this Plan of Arrangement, the Arrangement Agreement, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement, as applicable;

(b) None of the Depositary, Bird, SOX or the Debentureholders, or their respective directors or officers, shall have any liability or obligation in respect of any payments, directly or indirectly, from the Lender Agent to the Lenders of any consideration payable pursuant to this Plan of Arrangement.
(c) The Depositary shall pay or deliver the consideration in respect of those SOX Shares that were transferred or deemed to be transferred, as applicable, pursuant to Section 3.1(q) which are held on a book-entry basis, less any amounts withheld pursuant to Section 5.9, in accordance with normal industry practice for payments relating to securities held on a book-entry only basis. With respect to those SOX Shares not held on a book-entry basis, upon surrender to the Depositary for cancellation of a certificate or certificates (as

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applicable) which, immediately prior to the Effective Time, represented outstanding SOX Shares that were transferred or deemed to be transferred, as applicable, pursuant to Section 3.1(q), together with a duly completed and signed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, each holder of such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary shall pay or deliver to such holder as directed in the Letter of Transmittal, either a certificate representing the Bird Shares which such holder has the right to receive pursuant to Section 3.1(q) for such SOX Shares or, if applicable, a cheque (or other form of immediately available funds) for the cash consideration which such holder has the right to receive pursuant to Section 5.8(b), in each case less any amounts withheld pursuant to Section 5.9, and any certificate(s) so surrendered shall forthwith be cancelled.

(d) On or as soon as practicable after the Effective Date, SOX shall pay the amounts required by Sections 3.1(a), 3.1(d) and 3.1(r) to the former holders of SOX Old Options, SOX Units and SOX DSUs, as applicable, less applicable withholdings, pursuant to the normal payroll practices and procedures of SOX or by cheque or wire transfer.

5.4 Lost Certificates

If any certificate which immediately prior to the Effective Time represented an interest in outstanding SOX Shares that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon satisfying such reasonable requirements as may be imposed by Bird and the Depositary in relation to the issuance of replacement share certificates, the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (and any dividends or distributions with respect thereto) as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond satisfactory to each of Bird, SOX and their respective transfer agents in such form as is satisfactory to Bird, SOX and their respective transfer agents, or shall otherwise indemnify Bird, SOX and their respective transfer agents, to the reasonable satisfaction of such parties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

5.5 Registration of Bird Shares

The Transfer Agent shall register Bird Shares in the name of each former SOX Shareholder entitled thereto or as otherwise instructed in the Letter of Transmittal deposited by such former SOX Shareholder and shall deliver such Bird Shares in accordance with Section 5.3.

5.6 Dividends and Distributions

Subject to Section 5.7, all dividends and distributions, if any, payable in respect of Bird Shares after the Effective Time to which a former SOX Shareholder is entitled in accordance with this Plan of Arrangement, but for which a certificate representing such Bird Shares has not been delivered to such former SOX Shareholder in accordance with this Article V, shall be paid or delivered to the Depositary to be held by the Depositary in trust for such former SOX Shareholder for delivery to the former SOX Shareholder, net of all withholding and other taxes, upon delivery of the certificate representing the applicable Bird Shares in accordance with this Article V.

5.7 Failure to Deposit Certificates

Subject to any Applicable Laws relating to unclaimed personal property, any certificate formerly representing SOX Shares that is not deposited, together with all other documents required hereunder, on or

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before the last Business Day before the sixth anniversary of the Effective Date and any right or claim to receive Bird Shares that remains outstanding on such day shall cease to represent a right or claim by or interest of any kind or nature, including the right of a former holder of SOX Shares to receive certificates representing Bird Shares to which such holder is entitled pursuant to the Arrangement (and any dividends or distributions thereon) shall terminate and be deemed to be surrendered and forfeited to Bird for no consideration. In such case, such Bird Shares shall be returned to Bird for cancellation and any cash (including any dividends or other distributions in respect of such Bird Shares) shall be returned to Bird.

5.8 Treatment of Fractional Shares

(a) No fractional Bird Shares will be issued pursuant to the Arrangement. In lieu of any fractional Bird Shares, each former SOX Shareholder or former Debentureholder otherwise entitled to a fractional interest in a Bird Share will receive the nearest whole number of Bird Shares (rounded down to the nearest whole number), with all SOX Shares or SOX Debentures, as the case may be, registered in the name of or beneficially held by such former SOX Shareholder or former Debentureholder or its nominee being aggregated for the purposes of such calculation.
(b) If, after giving effect to Section 3.1(q) but prior to giving effect to Section 5.8(a), a former SOX Shareholder would be entitled only to receive less than one Bird Share for all SOX Shares held thereby, Bird will pay to each such holder a cash payment (rounded down to the nearest cent) determined by reference to the volume weighted average trading price of Bird Shares on the Toronto Stock Exchange for the five trading days immediately preceding the Effective Date. For greater certainty, such cash payment will be considered to form part of the share consideration receivable by such SOX Shareholder pursuant to Section 3.1(q).

5.9 Withholdings

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5.10 No Interest after the Effective Time

(a) From and after the Effective Time, the Lenders shall not be entitled to any interest, obligations, consideration or other payment on or with respect to Secured Indebtedness, other than the payment of the Lender Cash Consideration that they are entitled to receive pursuant to and in accordance with this Plan of Arrangement.
(b) From and after the Effective Time, the holders of Unsecured Indebtedness shall not be entitled to any interest, obligations, consideration or other payment on or with respect to Unsecured Indebtedness other than the Bird Shares that they are entitled to receive pursuant to and in accordance with this Plan of Arrangement.
(c) From and after the Effective Time, the SOX Shareholders (other than Bird) shall not be entitled to any interest, premium, consideration or other payment on or with respect to the SOX Shares other than the Bird Shares which they are entitled to receive pursuant to this Plan of Arrangement.
(d) From and after the Effective Time, the holders of SOX Awards shall not be entitled to any interest, premium, dividend, consideration or other payment on or with respect to the SOX Awards other than the payment of the cash consideration they are entitled to receive pursuant to and in accordance with this Plan of Arrangement.

ARTICLE VI AMENDMENTS

6.1 Amendment of this Plan of Arrangement

(a) SOX and Bird may, subject to the terms of the SOX Lender Support Agreement and the Canso Subscription and Support Agreement, amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any such amendment, modification or supplement must be contained in a written document that is: (i) approved in writing by both SOX and Bird; (ii) filed with the Court and, if made following the SOX Meetings, approved by the Court; and (iii) communicated to and approved by the Lenders, the Debentureholders and the SOX Shareholders, if and as required by the Court; and (iv) if made following the SOX Meetings, approved by the Lenders and the Debentureholders.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by SOX or Bird at any time prior to or at the SOX Meetings (provided that the other party shall have consented in writing prior thereto, acting reasonably) with or without any other prior notice or communication (subject to the terms of the SOX Lender Support Agreement and the Canso Subscription and Support Agreement) and, if so proposed and accepted, in the manner contemplated and to the extent required by the Arrangement Agreement, the SOX Lender Support Agreement and the Canso Subscription and Support Agreement, and by the Lenders, the Debentureholders and the SOX Shareholders (other than as may be required by the Interim Order or other order of the Court), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the SOX Meeting shall be effective only: (i) if it is consented to in writing by SOX and Bird (each acting reasonably); (ii) if it is

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consented to in writing by the Lenders (other than in respect of any amendment, modification or supplement to cure any ambiguity, defect or inconsistency, in each case not affecting the substantive rights of the Lender or the Lender Agent); (iii) if it is consented to in writing by the Debentureholders (other than in respect of any amendment, modification or supplement to cure any ambiguity, defect or inconsistency, in each case not affecting the substantive rights of the Debentureholders); and (iv) if required by the Court or Applicable Law, it is approved by the Lenders, the Debentureholders, the SOX Shareholders or any of them.

For greater certainty, any approval required by the Lenders, the Debentureholders or the SOX Shareholders pursuant to this Section 6.1 shall be made in the same manner as required by the SOX Arrangement Resolution.

ARTICLE VII GENERAL

7.1 Further Acts

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of Bird and SOX shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required in order to further document or evidence any of the transactions or events set out herein.

7.2 Priority of Plan of Arrangement

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to SOX Awards, SOX Shares, Secured Indebtedness and Unsecured Indebtedness issued prior to the Effective Time; (b) the rights and obligations of the holders of SOX Awards, SOX Shares, Secured Indebtedness and Unsecured Indebtedness, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to SOX Awards, SOX Shares, Secured Indebtedness or Unsecured Indebtedness shall be deemed to have been settled or compromised.

7.3 Paramountcy

From and after the Effective Date, any conflict between this Plan of Arrangement and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, commitment letter, bylaws or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the holders of Secured Indebtedness, the holders of Unsecured Indebtedness, the holders of SOX Awards and the SOX Shareholders and any of SOX, Bird or any of their respective subsidiaries with respect to the Secured Indebtedness, the Secured Debt Documents, the Unsecured Indebtedness, the Unsecured Debt Documents, the SOX Awards or the SOX Shares as at the Effective Date shall be deemed to be governed by the terms, conditions and provisions of this Plan of Arrangement and the Final Order, which shall take precedence and priority.

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7.4 Notices

Any notice to be given hereunder shall be given or made in writing and refer to this Plan of Arrangement and shall be delivered personally (including by courier) or sent by facsimile or email, as applicable, to the party to whom it is addressed, as follows:

(a) if to Bird, addressed to it at: Bird Construction Inc.

5700 Explorer Drive, Suite 400 Mississauga, Ontario, L4W 0C6

Attention: Teri McKibbon, President and Chief Executive Officer Facsimile:

with a copy to:

Bennett Jones LLP 4500 Bankers LLP East, 855-2nd Street S.W. Calgary, Alberta, T2P 4K7

Attention: Brent Kraus Facsimile:

(b) if to SOX, addressed to it at: Stuart Olson Inc.

600, 4820 Richard Road S.W. Calgary, Alberta, T3E 6L1

Attention: David LeMay, President and Chief Executive Officer Facsimile:

with a copy to:

Norton Rose Fulbright Canada LLP 400 – 3rd Avenue S.W. Calgary, Alberta, T2P 4H2

Attention: Marcus W. Archer Facsimile:

TD Bank Tower, 9th Floor 66 Wellington St. W. Toronto, Ontario, M5K 1A2

Attention: Feroz Haq, Director Email:

with a copy to:

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Blake, Cassels & Graydon LLP 855 - 2nd Street S.W., Suite 3500 Calgary, Alberta, T2P 4J8

Attention: Kelly Bourassa and Chad Schneider Email:

(d) if to the Canso, addressed to it at: Canso Investment Counsel Ltd.

100 York Boulevard, Suite 550 Richmond Hill, Ontario, L4B 1J8

Attention: Research Department Facsimile:

or to such other address as a party may, from time to time, advise the others by notice in writing. The date or time of receipt of any such notice shall be deemed to be the date of delivery or the time such facsimile is received. The unintentional failure by SOX to give a notice contemplated hereunder to any particular holder of Secured Indebtedness or Unsecured Indebtedness shall not invalidate this Plan of Arrangement or any action taken by any Person pursuant to this Plan of Arrangement.

ARTICLE VIII RELEASE OF RELEASED PARTIES

8.1 Release of SOX Released Parties

On the Effective Date, the Debentureholders, the Lenders, the SOX Shareholders and the holders of SOX Awards shall, and hereby do, forever and irrevocably release and discharge SOX and Bird and their respective subsidiaries and each of their respective principals, members, managed accounts or funds, fund advisors, present and former directors, officers, employees, representatives, advisors (including legal and financial advisors) and agents (each, an " SOX Released Party "), each in their capacity as such, from any and all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to the gross negligence, fraud or willful misconduct of the applicable SOX Released Party as determined by the final non-appealable judgment of a court of competent jurisdiction), whether known or unknown, matured or unmatured, or foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Time in connection with the Secured Indebtedness, the Secured Debt Documents, the SOX Lender Support Agreement, the Unsecured Indebtedness, the Unsecured Debt Documents, the Canso Subscription and Support Agreement, the SOX Shares, the SOX Old Option Plan, the SOX Old Options, the SOX Unit Plan, the SOX Units, the SOX DSU Plan, the SOX DSUs, the Arrangement proceedings, the Arrangement Agreement, this Plan of Arrangement, the transactions contemplated hereunder, the business, affairs, administration and management of SOX, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing, except that nothing in this Section 8.1 shall release or discharge any SOX Released Party from or in respect of its obligations under this Plan of Arrangement and the other agreements between the Debentureholders, the Lenders or both (on the one hand) and Bird, SOX or both (on the other) entered into in connection with the Arrangement.

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8.2 Release of Lender Released Parties

On the Effective Date, the Debentureholders, the SOX Shareholders, the holders of SOX Awards, and SOX and Bird and their respective subsidiaries shall, and hereby do, forever and irrevocably release and discharge the Lender Agent and each Lender and their respective subsidiaries and each of their respective principals, members, managed accounts or funds, fund advisors, present and former directors, officers, employees, representatives, advisors (including legal and financial advisors) and agents (each, a " Lender Released Party "), each in their capacity as such, from any and all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to the gross negligence, fraud or willful misconduct of the applicable Lender Released Party as determined by the final non-appealable judgment of a court of competent jurisdiction), whether known or unknown, matured or unmatured, or foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Time in connection with the Secured Indebtedness, the Secured Debt Documents, the SOX Lender Support Agreement, the Unsecured Indebtedness, the Unsecured Debt Documents, the Canso Subscription and Support Agreement, the SOX Shares, the SOX Old Option Plan, the SOX Old Options, the SOX Unit Plan, the SOX Units, the SOX DSU Plan, the SOX DSUs, the Arrangement proceedings, the Arrangement Agreement, this Plan of Arrangement, the transactions contemplated hereunder, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing, except that nothing in this Section 8.2 shall release or discharge any Lender Released Party from or in respect of its obligations under this Plan of Arrangement and the other agreements between the Lenders (on the one hand) and Bird, SOX or both (on the other) entered into in connection with the Arrangement.

8.3 Release of Debentureholder Released Parties

On the Effective Date, the Lenders, the SOX Shareholders, the holders of SOX Awards, and SOX and Bird and their respective subsidiaries shall, and hereby do, forever and irrevocably release and discharge the Debentureholders and their respective subsidiaries and each of their respective principals, members, managed accounts or funds, fund advisors, present and former directors, officers, employees, representatives, advisors (including legal and financial advisors) and agents (each, a " Debentureholder Released Party "), each in their capacity as such, from any and all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to the gross negligence, fraud or willful misconduct of the applicable Debentureholder Released Party as determined by the final nonappealable judgment of a court of competent jurisdiction), whether known or unknown, matured or unmatured, or foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Time in connection with the Secured Indebtedness, the Secured Debt Documents, the SOX Lender Support Agreement, the Unsecured Indebtedness, the Unsecured Debt Documents, the Canso Subscription and Support Agreement, the SOX Shares, the SOX Old Option Plan, the SOX Old Options, the SOX Unit Plan, the SOX Units, the SOX DSU Plan, the SOX DSUs, the Arrangement proceedings, the Arrangement Agreement, this Plan of Arrangement, the transactions contemplated hereunder, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing, except that nothing in this Section 8.3 shall release or discharge any Debentureholder Released Party from or in respect of its obligations under this Plan of Arrangement and the other agreements between the Debentureholders (on the one hand) and Bird, SOX or both (on the other) entered into in connection with the Arrangement.

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8.4 Release of SOX Shareholder Released Parties

On the Effective Date, the Lenders, the Debentureholders, the holders of SOX Awards, and SOX and Bird and their respective subsidiaries shall, and hereby do, forever and irrevocably release and discharge the SOX Shareholders and each of their respective principals, members, managed accounts or funds, fund advisors, present and former directors, officers, employees, representatives, advisors (including legal and financial advisors) and agents (each, an " SOX Shareholder Released Party "), each in their capacity as such, from any and all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to the gross negligence, fraud or willful misconduct of the applicable SOX Shareholder Released Party as determined by the final non-appealable judgment of a court of competent jurisdiction), whether known or unknown, matured or unmatured, or foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Time in connection with the Secured Indebtedness, the Secured Debt Documents, the SOX Lender Support Agreement, the Unsecured Indebtedness, the Unsecured Debt Documents, the Canso Subscription and Support Agreement, the SOX Shares, the SOX Old Option Plan, the SOX Old Options, the SOX Unit Plan, the SOX Units, the SOX DSU Plan, the SOX DSUs, the Arrangement proceedings, the Arrangement Agreement, this Plan of Arrangement, the transactions contemplated hereunder, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing.

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SCHEDULE "B"

FORM OF SOX VOTING AND SUPPORT AGREEMENT

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SCHEDULE "B"

FORM OF SUPPORT AGREEMENT

July __, 2020

To the Undersigned Securityholder of [●].

Dear Sir / Madame:

Re: Arrangement Involving Bird Construction Inc. and Stuart Olson Inc.

Reference is made to the Arrangement Agreement dated the date hereof (the " Arrangement Agreement ") between Bird Construction Inc. (" Bird ") and Stuart Olson Inc. (the " Company ") pursuant to which, among other things, Bird has agreed to directly or indirectly purchase all of the issued and outstanding common shares in the capital of the Company (the " SOX Shares ") for the consideration set forth in the Arrangement Agreement and the plan of arrangement attached as Schedule "A" to the Arrangement Agreement (the " Plan of Arrangement "). Capitalized words and phrases used but not defined herein shall have the meanings set out in the Arrangement Agreement.

We understand that you (the " Securityholder ") beneficially own, directly or indirectly, or exercise control or direction over, the number and class of securities of the Company set forth in your acceptance below (collectively, the " Subject Securities "). The term Subject Securities shall include any SOX Shares issued to the Securityholder after the date hereof pursuant to the exercise, conversion, redemption, vesting or settlement, as applicable, of any of such securities and all SOX Shares or other securities of the Company otherwise issued to or acquired by the Securityholder after the date hereof.

The Securityholder acknowledges and agrees that the completion of the Arrangement is subject to various conditions as set forth in the Arrangement Agreement, which conditions are for the exclusive benefit of Bird and/or the Company, which Bird and/or the Company has the right, in its sole discretion (other than in the case of mutual conditions), to waive in whole or in part, or to rely on in connection with termination of the Arrangement Agreement and this letter agreement and their respective obligations to complete the Arrangement. Further, the Securityholder acknowledges and agrees that the Arrangement Agreement may be amended or amended and restated and any such amendment or amendment and restatement shall not in any way affect the obligations of the Securityholder hereunder except as provided in Section 5 hereof.

The Securityholder understands and acknowledges that Bird is entering into the Arrangement Agreement in reliance on the Securityholder's execution and delivery of this letter agreement and the terms contained herein, and in consideration for Bird entering into the Arrangement Agreement with the Company, each of Bird and the Securityholder hereby agrees to be bound by the terms set forth herein.

1. Covenants of the Securityholder

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until the termination of this letter agreement in accordance with Section 5, the Securityholder hereby irrevocably and unconditionally agrees and covenants, as follows:

(a) to do all such things and to take all such steps as may be required to be done or taken by the Securityholder to vote, or cause to be voted, all of the Securityholder's Subject Securities having voting rights in respect of the Arrangement in favour of the SOX

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Arrangement Resolution and any and all related matters to be put before the SOX Shareholders at the SOX Meeting and to be voted to oppose any proposed action by any Person whatsoever which could frustrate, prevent or delay the completion of the Arrangement and the transactions contemplated by the Arrangement Agreement and, in accordance with the foregoing, to deliver or cause to be delivered a duly executed and irrevocable (except upon termination of this letter agreement in accordance with its terms) form of proxy or, with respect to any Securityholder's Subject Securities having voting rights held through an investment dealer, financial institution or similar intermediary, voting instruction form in respect of any such matter not less than five Business Days prior to the date of any such SOX Meeting or vote;

(b) not to sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Securities, provided that: (i) the foregoing restriction shall not prevent the Securityholder from converting or exercising any of the Subject Securities in accordance with their terms; and (ii) the Securityholder may sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Securities (to the extent permitted by the terms of the applicable Subject Securities) to an affiliate or associate (as those terms are defined in the Securities Act (Alberta) of the Securityholder, provided that such Person enters into an agreement with Bird on the same terms as this letter agreement, or otherwise agrees with Bird to be bound by the provisions hereof or as otherwise consented to by Bird, which consent may be arbitrarily withheld;
(c) except to the extent permitted hereunder, not take any action of any kind which would cause any of its representations or warranties in this letter agreement to become untrue or which may in any way materially adversely affect the success of the Arrangement, the completion of the Arrangement or the purchase or acquisition of any SOX Shares (including the SOX Shares issuable upon the exercise, surrender or settlement, as applicable, of any Subject Securities held by the Securityholder) under the Arrangement;
(d) promptly notify Bird upon any of the Securityholder's representations or warranties in this letter agreement becoming untrue or incorrect in any material respect during the period commencing on the date hereof and expiring at the earlier of the Effective Time and the termination of this letter agreement in accordance with Section 5, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);
(e) except as set out in Section 1(a) of this letter agreement, not to grant or agree to grant any proxy or other right to vote any of the Subject Securities (in respect of the Arrangement or otherwise), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind as to any of the Subject Securities (other than in connection with the performance by the Securityholder of its obligations hereunder);
(f) not to exercise any Dissent Rights or appraisal rights in respect of any resolution approving the Arrangement and not to exercise any other securityholder rights or remedies available at common law or pursuant to the Business Corporations Act (Alberta) or applicable securities legislation to delay, hinder, upset or challenge the Arrangement;
(g) not to take any action, directly or indirectly, which may reasonably be expected to adversely affect, delay, hinder, upset or challenge the completion of the Arrangement, the

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purchase or acquisition of any SOX Shares (including the SOX Shares issuable upon the exercise, settlement or surrender of any Subject Securities and any and all other SOX Shares or other securities of the Company hereafter acquired or controlled by the Securityholder either directly or indirectly before the date of the SOX Meeting) under the Arrangement;

(h) to enter into the SOX Option Cancellation Agreement in respect of all SOX Options held by the Securityholder, at least three Business Days prior to the application for the Interim Order; and
(i) to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as Bird may reasonably request for the purpose of effectively carrying out the matters contemplated by this letter agreement.

2. Non-Solicitation

The Securityholder agrees that it will not directly or indirectly solicit, initiate or encourage inquiries, submissions, proposals or offers from any other Person relating to, or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist or participate in or facilitate or encourage any effort or attempt with respect to: (a) any Acquisition Proposal (as defined below); (b) except as provided by the terms of this letter agreement, the direct or indirect acquisition or disposition of all or any of the Subject Securities; or (c) any action that would reasonably be expected to impede, interfere with, prevent or delay the Arrangement, or prevent the completion of the Arrangement.

For the purposes of the Arrangement Agreement and this letter agreement, " Acquisition Proposal " means any inquiry or the making of any proposal or offer to the Company or the SOX Shareholders from any Person or group of Persons "acting jointly or in concert" (within the meaning of National Instrument 62104 – Take-Over Bids and Issuer Bids ), whether or not such proposal or offer is subject to due diligence or other conditions and whether such proposal or offer is made orally or in writing, which constitutes, or may reasonably be expected to lead to (in either case, whether in one transaction or a series of transactions):

(a) any direct or indirect sale, issuance or acquisition of SOX Shares or other securities (or securities convertible or exercisable for SOX Shares or other securities) of SOX or any subsidiary of SOX that, when taken together with the SOX Shares and other securities of SOX held by the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of any class of equity or voting securities of SOX or any subsidiary of SOX or rights or interests therein and thereto;
(b) any direct or indirect acquisition or purchase of 20% or more of the assets (or any lease or other arrangement having the same economic effect as an acquisition or purchase) of SOX and its subsidiaries taken as a whole;
(c) an amalgamation, arrangement, share exchange, merger, business combination, joint venture, consolidation, recapitalization, liquidation, dissolution, winding-up reorganization or other similar transaction involving SOX or its subsidiaries;
(d) any take-over bid, issuer bid, exchange offer or similar transaction involving SOX or its subsidiaries that, if consummated, would result in a Person or group of Persons acting jointly or in concert with such Person acquiring beneficial ownership of 20% or more of any class of equity or voting securities of SOX or any subsidiary of SOX;

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(e) any transaction which would reasonably be expected to impede, interfere with, prevent or delay the Arrangement, or prevent the completion of the Arrangement;
(f) any transaction that would or could reasonably be expected to reduce the benefits to Bird of the Arrangement; or
(g) public announcement or other public disclosure of an intention to do any of the foregoing.

3. Representations and Warranties of Securityholder

The Securityholder represents and warrants to Bird, and hereby acknowledges that Bird is relying upon such representations and warranties, that:

(a) (i) the Securityholder is the beneficial owner of, or exercises control and direction over, directly or indirectly, the number and type of Subject Securities set forth in the acceptance page of this letter agreement; and (ii) as at the date hereof, the foregoing Subject Securities as set forth in the acceptance page are the only securities of the Company (or securities convertible, exchangeable or exercisable into Subject Securities) beneficially owned by the Securityholder or over which he, she or it exercises control or direction, directly or indirectly;
(b) the Securityholder is duly authorized and has the authority to execute and deliver this letter agreement and carry out the transactions contemplated hereby and this letter agreement is a valid and binding agreement enforceable against the Securityholder in accordance with its terms;
(c) neither the execution of this letter agreement by the Securityholder nor the completion by the Securityholder of the transactions contemplated hereby will constitute a violation of or default under, or conflict with, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Securityholder will be a party or by which it will be bound at the time of such completion;
(d) the Subject Securities beneficially owned by the Securityholder or over which the Securityholder exercises control and direction at the date hereof are held by the Securityholder with valid and marketable title thereto, and the transfer to Bird or a subsidiary thereof of such SOX Shares and any SOX Shares issuable upon the exercise or surrender of such SOX Options, will pass good and marketable title to such shares, free and clear of all claims, liens, charges, encumbrances and security interests;
(e) other than pursuant to this letter agreement, the Subject Securities are not subject to any securityholder agreements, voting trust or similar agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a securityholders' agreement, voting trust or other agreement affecting such SOX Shares or any interest therein or right thereto, including the voting of any such securities;
(f) the Securityholder has not previously granted or agreed to grant any proxy or any other right to vote any of the Securityholder's Subject Securities in respect of any meeting of securityholders of the Company that is currently in force, and has not entered into a voting trust, vote pooling or other agreement with respect to its right to vote, call meetings of securityholders of the Company or give consents or approvals of any kind as to the Subject Securities;

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(g) there are no legal proceedings currently in progress or pending before any governmental entity or, to the Securityholder's knowledge, threatened against the Securityholder or any of such Securityholder's affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this letter agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities, and there is no current and enforceable judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this letter agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities; and
(h) no authorization, consent or approval from, or filing, registration, declaration or qualification with, or before, or giving notice to, any Person is required to be obtained, given or made for the execution and delivery by the Securityholder of this letter agreement, the performance of the terms hereof by the Securityholder or the consummation of the transactions contemplated hereby by the Securityholder, except for those which have been (or will be with respect to consummation) duly and unconditionally obtained and are (or will be with respect to consummation) in full force and effect.

The foregoing representations and warranties shall be true and correct on the date hereof and on the Effective Date.

4. Expenses

Bird and the Securityholder agree to pay their own respective expenses incurred in connection with this letter agreement.

5. Termination

It is understood and agreed that the respective rights and obligations hereunder of Bird and the Securityholder shall cease and this letter agreement shall terminate on the earlier of: (a) the Effective Time; (b) the date on which this letter agreement is terminated by the mutual written agreement of the parties hereto; and (c) the date on which the Arrangement Agreement is terminated in accordance with its terms.

In the event of termination of this letter agreement, this letter agreement shall forthwith be of no further force and effect, except for Sections 4, 7, 8, 11, 12 and 14 and this Section 5 which provisions shall survive the termination of this letter agreement and there shall be no liability on the part of either the Securityholder or Bird or any of its affiliates or associates, except to the extent that either such party is in default of its obligations herein contained.

6. Future Amendments of Arrangement Agreement

To the extent that the Arrangement Agreement is amended, modified, restated, replaced or superseded from time to time, all references herein to the Arrangement Agreement shall be to the Arrangement Agreement as amended, modified or restated from time to time or to the agreement which has replaced or superseded it from time to time, and all references to particular sections of the Arrangement Agreement shall be deemed to be references to the analogous provision in the Arrangement Agreement as amended, modified or restated from time to time or to the agreement which has replaced or superseded it from time to time.

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7. Assignment

Except as expressly set forth herein, neither party to this letter agreement may assign any of its rights or obligations under this letter agreement without the prior written consent of the other party hereto, except that Bird may assign its rights and obligations under this letter agreement to any of its affiliates to the extent permitted by the Arrangement Agreement, provided such affiliate executes and delivers a counterpart to this letter agreement pursuant to which it agrees to be bound by the terms of this letter agreement as if it were the purchaser pursuant to the Arrangement, but no such assignment shall relieve Bird of its obligations hereunder.

8. Disclosure

Prior to the first public disclosure of the existence and terms and conditions of this letter agreement by Bird or the Company or an affiliate thereof, the Securityholder shall not disclose the existence of this letter agreement or any details hereof or the possibility of the Arrangement being effected or any terms or conditions or other information concerning any possible acquisition of the Subject Securities to any Person other than: (a) the Securityholder's advisors (provided that the Securityholder's advisors shall be required to comply with the foregoing disclosure obligations and the Securityholder agrees to be responsible for any breach of such disclosure obligations by any of the Securityholder's advisors); and (b) the Company and its directors, officers and advisors, without the prior written consent of Bird, except to the extent required by applicable law, stock exchange rules or policies of regulatory authorities having jurisdiction which Bird after reasonable notice will not consent to, and any disclosure by the Securityholder after the first public disclosure of the existence and terms and conditions of this letter agreement by Bird or the Company or an affiliate thereof shall be permitted only to the extent that any such information disclosed by the Securityholder has already been publicly disclosed by one of these parties other than the Securityholder.

Notwithstanding anything contained herein or elsewhere, the existence and terms and conditions of this letter agreement may be disclosed by Bird and the Company in any press release issued in connection with the execution of the Arrangement Agreement, any information circular prepared in connection with the Arrangement or to the extent required by applicable law.

9. Notices

All notices to be given to a party hereunder shall be in writing and delivered personally, by overnight courier, by facsimile or electronically, addressed, in the case of the Securityholder, to the address set forth in the signature page of the Securityholder set forth in this letter agreement, and in the case of Bird at the following address:

Bird Construction Inc. 5700, Explorer Drive, Suite 400 Mississauga, Ontario L4W 0C6

Attention: Charles Caza Facsimile: Email: with a copy to:

Bennett Jones LLP 4500, 855 2nd Street S.W. Calgary, Alberta, T2P 4K7

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Attention: Brent Kraus Facsimile: Email:

10. Further Assurances

The Securityholder shall from time to time and at all times hereafter at the request of Bird but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this letter agreement.

11. Enurement

This letter agreement shall be binding upon and enure to the benefit of Bird, the Securityholder and, as applicable, their respective executors, administrators, successors and permitted assigns.

12. Applicable Law

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in respect of all disputes arising under or in relation to this letter agreement.

13. Severability

If any one or more of the provisions (or any part thereof) of this letter agreement is determined to be invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions (or part or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this letter agreement and:

(a) the validity, legality or enforceability of the remaining provisions of this letter agreement will not in any way be affected or impaired by the severance of the provisions (or parts thereof) so severed; and
(b) the invalidity, illegality or unenforceability of any provision (or part thereof) of this letter agreement in any jurisdiction shall not affect or impair such provision (or part thereof) or any other provisions of this letter agreement in any other jurisdiction.

14. Enforcement

The Securityholder agrees that if this letter agreement is breached, or if a breach hereof is threatened, damages may be an inadequate remedy, and therefore, without limiting any other remedy available at law or in equity, an injunction, restraining order, specific performance, and other forms of equitable relief for damages, or any combination thereof shall be available to Bird.

15. Fiduciary Duty

Notwithstanding any other provision of this letter agreement, nothing in this letter agreement shall prevent the Securityholder (if such Person is a director or officer of the Company), solely in his or her capacity as a director or officer of the Company, from acting in accordance with the exercise of his or her fiduciary duties in compliance with Section 3.4 of the Arrangement Agreement.

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16. Entire Agreement

This letter agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the subject matter hereof. This letter agreement may not be modified except expressly by an instrument in writing signed by all the parties hereto.

17. Waiver

No waiver by a party hereto shall be effective unless it is set out in a written instrument signed by such party hereto and any waiver shall affect only the matter, and the occurrence thereof, specifically identified in the applicable written instrument and shall not extend to any other matter or occurrence.

18. Counterparts

This letter agreement may be executed in counterparts and by facsimile or portable document format (PDF), each of which shall be deemed an original, and all of which together constitute one and the same instrument.

This letter agreement shall be effective and enforceable in accordance with its terms effective as of the date that the Arrangement Agreement is executed by the parties thereto.

[The Remainder of this Page is Intentionally Left Blank; Signature Page Follow]

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If you are in agreement with the foregoing, please indicate your acceptance thereof by signing and returning this letter to Bird.

Yours truly,

BIRD ENERGY CORP.

Per:

Name: Title:

Signature of Securityholder:

Name of Securityholder:

Address of Securityholder:

Number of SOX Shares beneficially owned by Securityholder or over which Securityholder exercises control, directly or indirectly:

Number of SOX Old Options held by Securityholder:

Number of SOX New Options held by Securityholder:

Number of SOX DSUs held by Securityholder:

Number of SOX RSUs held by Securityholder:

Number of SOX PSUs held by Securityholder:

Number of SOX Share Awards held by Securityholder:

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SCHEDULE "C"

FORM OF SOX ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The arrangement (the " Arrangement ") under section 193 of the Business Corporations Act (Alberta) (the " ABCA ") involving Stuart Olson Inc. (" SOX "), as more particularly described and set forth in the management information circular of SOX accompanying the notice of this meeting, as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.
The plan of arrangement (the " Plan of Arrangement ") involving SOX, the Lenders (as defined in the Arrangement Agreement), the Debentureholders (as defined in the Arrangement Agreement), the holders of common shares in the capital of SOX (the " SOX Shareholders "), and Bird Construction Inc. (" Bird "), the full text of which is set out as Schedule "A" to the Arrangement Agreement dated July 29, 2020 between Bird and SOX (the " Arrangement Agreement "), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.
The Arrangement Agreement, the actions of the directors of SOX in approving the Arrangement Agreement and the actions of the directors and officers of SOX in executing and delivering the Arrangement Agreement and any amendments thereto in accordance with its terms are hereby ratified and approved.
Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the Lenders, the Debentureholders and the SOX Shareholders or that the Arrangement has been approved by the Court of Queen's Bench of Alberta, the directors of SOX are hereby authorized and empowered, without further notice to or approval of the Lenders, the Debentureholders and the SOX Shareholders: (a) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and the applicable Lender, Debentureholder and SOX Shareholder support agreements, as applicable; and (b) subject to the terms of the Arrangement Agreement, to disregard the Lenders', Debentureholders' and SOX Shareholders' approval and not proceed with the Arrangement.
Any one director or officer of SOX is hereby authorized and directed, for and on behalf of SOX, to execute, under the corporate seal of SOX or otherwise, and to deliver to the Registrar under the ABCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
Any one director or officer of SOX is hereby authorized and directed, for and on behalf of SOX, to execute or cause to be executed, under the corporate seal of SOX or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such director's or officer's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

AI assistant

Bird Construction Inc. — Merger & Acquisition 2020

46692_rns_2020-08-07_79a93f6d-45f4-4753-89b1-4c65053195e0.pdf

ARRANGEMENT AGREEMENT

BIRD CONSTRUCTION INC.

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

BETWEEN:

ARTICLE 1 INTERPRETATION

1.1 Definitions

" ABCA " means the Business Corporations Act (Alberta);

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number, etc.

1.4 Date for Any Action

1.5 Entire Agreement

1.6 Currency

1.7 Accounting Matters

1.8 References to Legislation

1.9 Knowledge

1.10 No Strict Construction

1.11 Schedules

ARTICLE 2

THE ARRANGEMENT AND THE SOX MEETINGS

2.1 Plan of Arrangement

2.2 SOX Board Recommendation

2.3 SOX Circular and SOX Meetings

2.4 Court Proceedings

2.5 Effective Date

2.6 Treatment of SOX Awards

2.7 SOX Officers and Employees

2.8 Indemnities, Directors' and Officers' Insurance and SOX Agreements and Undertakings

2.9 Applicable U.S. Securities Laws

2.10 Withholdings Obligations

ARTICLE 3 COVENANTS

3.1 Covenants of Bird

3.2 Covenants of SOX

3.3 Mutual Covenants Regarding the Arrangement

3.4 Covenants Regarding Non-Solicitation

3.5 Access to Information

3.6 Pre-Arrangement Reorganization

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Bird

4.2 Representations and Warranties of SOX

(dd) Material Contracts.

(gg) Employee Benefit Plans.

(uu) Indebtedness.

(yy) Real Property.

(zz) Personal Property.

(aaa) Intellectual Property.

4.3 Privacy Issues

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

5.2 Additional Conditions to Obligations of Bird

5.3 Additional Conditions to Obligations of SOX

5.4 Notice and Effect of Failure to Comply with Covenants or Conditions

5.5 Satisfaction of Conditions

ARTICLE 6 AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS

6.1 Bird Damages

6.2 Liquidated Damages and Specific Performance

ARTICLE 7 AMENDMENT

7.1 Amendment

ARTICLE 8 TERMINATION

8.1 Termination

ARTICLE 9 NOTICES

9.1 Notices

ARTICLE 10 GENERAL

10.1 Assignment and Enurement

10.2 Disclosure

10.3 Costs

10.4 Severability

10.5 Further Assurances

10.6 Time of Essence

10.7 Governing Law

10.8 Waiver

10.9 Third Party Beneficiaries

10.10 Counterparts

[The Remainder of this Page is Intentionally Left Blank; Signature Page Follows]

BIRD CONSTRUCTION INC.

STUART OLSON INC.

SCHEDULE "A"

Bird Construction Inc. Merger & Acquisition 2020